Terms & Conditions
Terms of Sale, Delivery and Payment
1. General
1.1 All sales and performed services are conditioned upon and limited exclusively to the following terms, whether these terms are construed as an offer or acceptance.
1.2 Different or additional terms shall be enforceable only if and to the extent that they have been expressly approved by us in writing.
1.3 A sales contract together with all its underlying agreements shall be valid only if and to the extent that it has been expressly approved by us in writing or, in the case of a verbal agreement for a sales contract, delivery is effected immediately thereafter. In the latter case, the delivery notice of the invoice, as the case may be, also constitutes the order confirmation and these terms of sale shall apply.
2. Time of Delivery
2.1 No time or date of delivery quoted by us shall be binding unless expressly confirmed by us in writing. Such time of delivery confirmed in writing shall commence at the date of the order confirmation. If we fail to comply with a binding time of delivery and the customer has granted us a reasonable extension of time of delivery in writing, the customer may terminate the contract with regard to those deliveries and services which are still outstanding at the time when the extension of the time of delivery has terminated. The entire contract may not be terminated.
2.2 If performance of any obligation by us becomes impossible or unreasonably burdensome due to reasons outside of our control we shall have the right, for the period of the impediment and for an additional reasonable period thereafter, to postpone our obligation or to partially or completely rescind the contract.
The foregoing shall apply in particular, but without limitation, to acts of God, mobilization, war – also between extraneous states – political disturbances, labor conflicts, lockouts, import and export prohibitions, dislocation of traffic, inability to obtain delivery from our suppliers, delayed delivery of raw materials, break-down of production machinery, other unpreventable production interruptions and other similar situations which are beyond our control in these cases, upon a three weeks notice, the customers may demand a binding statement from us as to whether or not we will exercise our right to rescind the contract. If we fail to make an unambiguous statement within such term, the customer shall be entitled to rescind the contract.
3. Damages for Breach of Contract
3.1 We shall be liable only for losses sustained by our customers if and to the extent that we or our agents acted intentionally or with gross negligence and the damages caused were foreseeable for us at the time of contracting. All recoverable damages shall be limited to direct damages in an amount not exceeding 150 percent of the cost of the goods or service giving rise to the claim. The customer shall have no claim for consequential or indirect damages, including without limitation, loss of use or loss of profits. All of these limitations apply to all claims for damages, including without limitation, claims based on statute, tort, (including negligence) contract or warranty.
4. Risk of Loss, Shipment
4.1 Unless otherwise agreed upon in writing by us, the route of shipment, the carrier and the means of transportation shall be our choice.
4.2 Even in cases where we assume the shipping costs or shipment is made by our vehicles, the customer shall bear the risk of loss after shipment from Langenlonsheim.
5. Prices
5.1 Unless a fixed price has been expressly agreed upon in writing, we will charge the price valid on the day of the shipment.
5.2 Unless expressly agreed to the contrary, all prices are ex works Langenlonsheim.
5.3 The price includes packing suitable for inland transport. If special packing is necessary or expressly requested, the cost thereof shall be borne by the customers.
5.4 For orders under € 500.00 and/or under € 500.00 and under 30 kg BEGEROW will levy a freight/processing charge in accordance with its current price list.
6. Terms of Payment
6.1 In principle, payments have to be made in cash and without deduction within 30 days after date of invoice.
6.2 Only such bills of exchange or cheques which are issued by a bank or certified by an internationally known bank can be accepted. Additional charges, fees and interests shall be borne by the customers.
6.3 In case of default we shall be entitled – without being required to prove the actual loss and without limitation of other remedies – to charge interest at usual bank rates, but no less than 2 % above the discount rate of the Deutsche Bundesbank (German Federal Bank).
6.4 In the event that the customer fails to timely pay for a shipment, or in the event that circumstances become known which cast serious doubts on his creditworthiness, all our claims against such customer shall become immediately due and payable – including promissory notes due for payment at a later date. This shall also apply if and to the extent that, terms of payment or a respite were granted. In such case, our duty to make further shipments shall be contingent upon the customer making advance payments or offering payment simultaneously with delivery.
6.5 Amounts due us may not be offset by customer counterclaims unless and to the extent counterclaims are agreed upon in writing by us or have been finally awarded by a court.
7. Retention of Title
7.1 We shall retain title to the goods delivered until all our claims against the respective customers are paid in full for such goods. In this case, the agreed retention of title shall secure the balance of the claim. The customer shall inform us without delay of attachments and all other actions by third persons which will impair our rights. The customer hereby grants us a security interest in all goods purchased from us now and in the future to secure all obligations now owing and hereafter arising to us for such goods.
7.2 In case our claim for goods is not paid when due, without limitation of our remedies, we are entitled to return of all such goods. All costs related to the return of the merchandise are to be borne by the buyer.
7.3 If goods delivered by us are processed with other goods so that we lose title to our goods, it is agreed that the customer’s title to the commingled goods shall be transferred to us to the extent of the invoice value of our goods, and the customer shall hold such goods in custody for us without charge and in accordance with goods business caution.
7.4 For this purpose, the customer irrevocably and completely transfers to us his receivables from the resale of the goods together with all ancillary rights already at this point of time.
7.5 The customer shall be entitled, however, to collect the receivables assigned to us, subject to our right at any time to revoke such right.
7.6 If the customer violates his obligations set forth above, we shall be entitled to disclose the assignment to the third party debtor, or require the customer to notify his own customers of the assignment.
7.7 The customer expressly undertakes to furnish us with all information and documents necessary to enforce our rights.
7.8 In case where we ship to countries in which the agreed upon retention of titles does not operate as a security interest to the same extent as in the Federal Republic of Germany, the customer shall use his best efforts to immediately procure equivalent security interests or otherwise establish the full security effect of a retention of title right.
8. Defects/Warranties/Liability
8.1 We will replace without charge those of our products which are, upon proof, unfit for their intended use as sold or substantially impaired in their fitness for the intended use as sold. However, the customer has to prove that he has not caused the defects and malfunctions by improper storage or handing. If the replacement is not successful for the second time, the customer may claim a reduction of the purchase price or rescind the contract as to the defective products.
8.2 Except for written warranties provided to the customer, if any, our products are sold without any other warranties, including without limitation, any warranties of merchantability or fitness for purpose.
8.3 In the case of goods provided from other manufacturers, our warranties shall be limited to passing through the manufacturer’s written warranties to the customer.
8.4 Defects must be notified to us in writing within eight days after commencement of use, of within six months from the date of delivery, whichever occurs first. Goods may not be used after any defect is discovered.
8.5 Any additional or other claims for defects of the products or breach of contract that are not provided in these terms and conditions shall be excluded regardless of the underlying cause of action.
8.6 BEGEROW does not provide any guarantee in respect of the condition and/or use of the product unless a written agreement to this effect has been concluded. Before the product is used, the buyer has responsibility for checking the product for suitability. Technical information, quality certificates and other product-related documents are provided merely as information and do not serve the purpose of guaranteeing a particular application or use.
8.7 No warranty what soever is provided, also in respect of any third-party protective rights, if the product is used improperly or modified by the buyer or by third parties without BEGEROW's prior approval.
9. Use, Technical Advise for Application
9.1 Products for the treatment of beverages or other foodstuffs are designed for immediate consumption.
9.2 Our technical advise for application is given for information and consulting purposes to the best of our knowledge. Due to versatile and different modes of application and individual ways of working, as well as different operating conditions and qualities of the materials used, our liability shall be limited in accordance with Sections 3 and 8 hereof.
10. Place of Performance, Jurisdiction, Applicable Law
10.1 The place of performance shall in all cases be our works at 55450 Langenlonsheim, Germany.
10.2 The exclusive place of jurisdiction with respect to all present and future claims, including without limitation warranty claims and claims resulting from bills of exchange and cheques, shall be in Bad Kreuznach, which shall also apply to contracts concluded with persons other than merchants. Customer consents to this venue. The contractual relationship between our firm and the customer shall be governed by the laws of the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods (ULIS) and the Uniform Law on the Formation of Contracts For the International Sales of Goods (ULF-CIS) shall be excluded.
11. Other Information
11.1 If any provision of this Agreement is invalid, the validity of the other provisions of the Agreement shall not be affected thereby. In such case, the parties undertake to agree on a substituting provision which is enforceable and comes as close as possible to the content of the invalid provision.
11.2 These terms and conditions became effective on April 15, 2010. On such date all prior different terms and conditions became void.
E. Begerow GmbH & Co.
An den Nahewiesen 24
55450 Langenlonsheim
Germany
3.26-04/10
