TERMS OF SALE AND DELIVERY
Pertaining to transactions of GLASSLINE GmbH with foreign countries customers
The following terms and conditions apply to commercial transactions with our customers who have their registered office outside the Federal Republic of Germany.
1. Choice of Law, General
1.1 The legal relationship arising from offers and contracts concerning our deliveries and services as well as all claims arising from and in connection with offers and sales contracts are subject to the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention), unless modified or amended by the following terms and conditions.
1.2 This legal framework also applies to all future business relations.
1.3 Counter-confirmations by the customer with reference to his terms and conditions are hereby rejected. This shall also apply in the event that the customer requires a specific form for the objection.
1.4 We do not accept any deviating or conflicting terms and conditions unless we have explicitly consented to their application.
2. Use of our Products, Examples of Use, Specialist Planning Services
2.1 GLASSLINE products and their accessories have been developed for applications in professional metal/glass construction. Our products are intended for processing by specialist companies in metal construction and glass construction and the like which are familiar with the recognized state of the art and which have knowledge of all relevant DIN standards, guidelines issued by guilds and trade associations.
2.2 All general documents issued by GLASSLINE which deal with the combination, assembly, array and processing of our products, as well as reports on combinations and systems already implemented, only constitute application proposals which do not contain any binding technical statement for specific applications. Whenever such documents are used, the customer must always check critically whether the suggestions made are suitable and appropriate in every respect for his particular application, as the large number of installation and load cases occurring in practice cannot be covered by such documents. In case of doubt, the customer must request our technical support for his specific application.
2.3 If binding information is required from the customer, in particular with regard to the installation of the elements, about problems relating to building physics, such as statics, fastenings, etc., commercial consulting firms, specialist planners or experts must be commissioned. Such specialized planning and services are not part of our offer and the sales contract, unless an explicit written agreement is made on that effect.
3. Contract Conclusion, Reservation of Self-Supply
3.1 Our offers/quotations are binding unless they are expressly marked as non-binding. We reserve the right to make technical changes within the scope of what is reasonable, as well as to adapt our products to a later standardization.
3.2 The conclusion of the contract shall be subject to correct and timely delivery by our suppliers. This only applies in the case that the non-delivery is not attributable to us. Non-delivery is deemed not attributable to us especially in the case that an appropriate congruent covering transaction is concluded.
4. Pricing, Price Adjustment, Partial Delivery
4.1 Unless expressly stated otherwise, our offer prices are in EURO and do not include value added tax or import sales tax, customs duties or other fees or charges associated with the crossing of borders.
4.2 In case the period between contract conclusion and delivery date exceeds three months, we reserve the right to make price adjustments due to unforeseen price increases in raw materials or wages. If the customer does not agree with such price adjustments, both parties are entitled to withdraw from the contract.
4.3 Confirmed prices of an order are in no case binding for repeat orders of similar products.
4.4 We are entitled to make partial deliveries to a reasonable extent without prior agreement.
5. Packaging, Transport, Unloading, Collection of Goods
5.1 Prices are exclusive of insurance, transport, and transport packaging.
5.2 If a delivery at a certain time is desired or by express, additional costs are incurred.
If the goods are ordered in several call-offs/orders, the transport and packaging costs per call-off/order will be recalculated.
5.3 Pallets, mesh boxes and other reusable packaging will only be provided on loan. The customer must return them at his own expense. The customer is obliged to return reusable packaging to us or, in the case of glass packaging, to the upstream supplier no later than 30 days after receipt. The return is only possible during business hours and must be announced in advance. If a return has not taken place 200 days after delivery without our approval, we are entitled to charge the customer for the residual value of the respective packaging.
5.4 Single-use packaging will not be charged and will not be taken back unless we are obliged to take it back in accordance with the provisions of the German Packaging Act. In this case, the return can only take place during business hours. Such packaging must also be clean and free of foreign matter and sorted according to the different types of packaging. Otherwise, we are entitled to demand the additional costs incurred by proper disposal.
5.5 Safety glass is generally not packaged by position, but according to transport and product requirements or construction progress, either in crates, reusable crates or on our racks or those of the supplier. If a delivery in one-way packaging or in packaging exceeding the normal extent is desired, the costs will be charged additionally in the amount of the additional expenditure. These prices are available on request.
If certain packaging weights must not be exceeded, this must be indicated with the order. Any resulting additional costs will be charged to the customer.
5.6 Deliveries are generally only made to the curb. The goods will not be unloaded by our forwarding agent. Please note that you will need a suitable unloading aid (forklift/crane) provided by the building site. If you do not have a fork-lift truck/crane available for unloading the goods, it is possible to book an unloading aid for a fee before the goods are dispatched. If you only have a lift truck available as an unloading aid on site, a truck with lifting platform must be ordered from us before the goods are dispatched. For time reasons, unloading by hand is generally not possible.
5.7 Important note for collection of goods from our factory: Please note when collecting your goods that some of them are long goods (from 3 m) and pallet goods. Therefore, please make sure that the goods are collected from a suitable vehicle in terms of size and weight. It is not possible to repack, unpack or cut the goods on our site.
6. Terms of Payment
6.1 Our invoices come electronically. Our invoices are payable within 30 days of the invoice date without deduction.
6.2 The customer has the contractual obligation to pay the purchase price within 30 days of receipt of the goods. After expiry of this period, the customer is in default of payment. We are entitled, despite any provisions to the contrary on the part of the customer, to initially offset payments against the customer‘s older debts. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the principal claim.
6.3 A payment shall only be deemed to have been made when the amount is at our disposal. In the event of payment by means of documents, the acceptance of which we reserve the right to in individual cases, payment shall only be deemed to have been effected when the document is honored. The customer shall bear the associated costs and expenses.
6.4 The customer shall pay interest on a monetary debt from the due date at a rate of 9% above the base interest rate in accordance with § 247 German Civil Code (BGB). We explicitly reserve the right to assert claims for compensation of any further damage incurred as a result of the default which however needs to be specifically evidenced. In each case of default, the customer shall reimburse us for the costs of legal action.
6.5 If the customer does not meet his payment obligations, in particular if he does not honor a cheque or bill of exchange or suspends payments, or if we become aware of other circumstances which call into question the creditworthiness of the customer to an extent significant for the business relationship, we shall be entitled to demand payment of the entire remaining debt, even if we have accepted cheques or bills of exchange. In this case we are also entitled to demand prepayment or security.
6.6 The customer is only entitled to assert retention rights if the customer’s counter-claim is based on the same legal relationship.
7. Delivery Periods, Delays in Delivery, Self-Supply, Default of Acceptance by the Customer, Obligations and Duties to Cooperate
7.1 Delivery dates or periods shall be agreed at least in text form (Text Form within the meaning of § 126a German Civil Code – BGB). Delivery periods shall commence on the day on which the agreement is concluded. They shall not commence until all details of performance have been fully clarified. If delivery according to the customer‘s planning documents has been agreed, the delivery periods shall not commence before the complete planning documents have been handed over.
7.2 Compliance with the delivery periods presupposes that the customer has fulfilled all contractual obligations and duties.
7.3 Even in the case of bindingly agreed deadlines and dates we shall not be liable for delays in delivery and performance due to force majeure and due to events which make delivery significantly more difficult or impossible for us (including, for example, strikes, lock-outs, official orders, etc.), even if they occur at our suppliers or their suppliers. Such events entitle us to postpone the delivery or performance by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
7.4 If the hindrance lasts longer than 2 calendar months, the customer shall be entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if we are released from our obligation, the customer cannot derive any claims for damages from this.
7.5 We can only invoke the circumstances mentioned in Clauses 7.3 and 7.4 if we notify the customer immediately of the occurrence of these events or if they are obvious.
7.6 If we fail to comply with a firmly agreed delivery date, the customer may only assert claims for damages or withdraw from the contract if a reasonable grace period to be set by him has expired without result. If, in this case, the customer claims compensation of damage, we will be liable without limitation with respect to the customer’s claims for compensation of damage, if any, incurred as a result of a covering purchase undertaken by him. Further damage, if any, is only eligible for compensation up to the amount of the order. This restriction does not apply to fixed date transactions (“Fixgeschäft” in terms of German law) which are explicitly agreed and designated as such as well as in any case of intentional or grossly negligent conduct by our executive employees.
7.7 In the case of non-delivery by our own suppliers or sub-suppliers that is due to circumstances which are not attributable to us, both we and the customer are entitled to withdraw from the contract.
7.8 If the customer is in default of acceptance of the goods to be delivered, he will be liable to pay flat-rate compensation in the amount of 3% of the value of the goods with regard to which the customer is in default of acceptance but in no case more than 10% of the value of the overall order. The customer is free to prove that Glassline has incurred less damage only and, vice versa, Glassline is free to claim compensation of any specified higher damage which however needs to be evidenced.
7.9 Sec. 7.8 hereinbefore applies mutatis mutandis in the case that the customer fails to undertake any contributory or cooperative acts which he is obliged to perform. This pertains in particular but is not limited to the customer’s cooperation regarding the opening of letters of credit or concerning measures relating to the import or export of goods or technical releases.
8. Transfer of Risk, Acceptance
8.1 Our deliveries shall be EXW (INCOTERMS 2020) Adelsheim, for safety glass ex works of the supplier. The risk shall pass to the customer as soon as the delivery has been handed over to the person carrying out the transport or has left the supplier‘s works for the purpose of dispatch. This also applies if we have agreed to pay the costs of transport. If shipment becomes impossible without our fault, the risk shall pass to the customer upon notification of readiness for shipment.
8.2 We do not take out a transport insurance policy. Upon customers special request, shipments of safety glass can be insured against general transport risks for 7 days from the actual date of shipment via the upstream supplier. The insurance premium amounts to 1.5% of the value of the goods plus a one-time processing fee of € 15.00 and is invoiced with the goods. Possible changes of the insurance premium are expressly reserved and are not guaranteed by us. The insurance fee may differ for curved glass sheets.
8.3 We reserve the choice of the dispatch mode at our own discretion, unless the customer has given express instructions in this regard. After consultation with the customer, we are entitled to commission our own forwarder on the customer‘s account at normal market prices. Transport damage must be reported in text form (Text Form within the meaning of § 126a German Civil Code – BGB) immediately after receipt of the delivery at the first unloading point. We will reject any claims for compensation after expiry of the deadline.
8.4 If it has been agreed that the goods are to be inspected according to special conditions or if a formal acceptance of the goods has been agreed, the inspection or acceptance shall take place in our supplying plant. All acceptance costs, travel and accommodation expenses of the customer shall be borne by the customer. If the customer waives an agreed acceptance, the goods shall be deemed to have been accepted at the time of the inspection.
9. Lack of Conformity, Warranty, Return of Goods
9.1 We assume the warranty for the goods delivered by us in accordance with the following provisions, which finally contain the warranty rules and which do not constitute a warranty in the legal sense. In the case of commercial goods, any manufacturer‘s warranties -if any- remain unaffected by these provisions.
9.2 If the goods delivered do not confirm with the contract, the customer shall have the remedies in line with the provisions of the UN Sales Convention unless altered or amended by the provisions in section 9.3 to 10 hereinafter. The warranty period is 24 months. It begins with the transfer of risk.
9.3 If our technical data sheets or installation instructions are not followed or changes are made to the products, the warranty and liability for defects shall become void. This restriction does not apply if the customer can prove that the defect complained of is not based on these circumstances.
9.4 Except that explicitly agreed otherwise, only our product description and - if available - the release drawing countersigned by the customer and, if applicable, the release sample shall be decisive for the contractual quality of the products delivered by us. The release sample serves only to check the release drawing, a quality specification is not associated with the sample template. Public statements, sales talk, advertising and application suggestions in our advertising documents do not constitute a contractual description of the quality of the goods.
9.5 If we design the product according to the customer‘s binding specifications, we shall not be liable for the suitability of the product with regard to the intended use of the goods, their proper construction, compliance with safety regulations and design specifications and the suitability of the material.
9.6 The customer is under the obligation to notify us in writing of any obvious lack of conformity immediately, but at the latest within 4 calendar days of receipt of the goods and to specify the defect in detail. Any lack of conformity which cannot be detected within this period even after careful examination shall be notified to us in writing immediately after detection and shall be described in detail. In the event of a breach of these regulations, the goods shall be deemed approved. The customer shall bear the full burden of proof for all claim requirements, in particular for the lack of conformity itself, the time of its discovery and the timeliness of its complaint.
9.7 All claims of the customer for defects or non-compliance of the goods with the contractual quality requirements are subject to a limitation period of 12 months from the date of due notice given in accordance with sec. 9.6 hereinbefore.
9.8 In the case that the goods do not comply with the contractually agreed quality, we have - not-withstanding Art. 46 of the Convention - the right to provide substitute delivery instead of sub-sequent remedy or rectification. In this case, the customer is obliged to make the rejected goods available to us at our expense.
9.9 Only our direct contractual partner is entitled to warranty claims against us and these are not transferable.
9.10 Except under warranty we will only accept returns of goods after prior written consent. In this case the costs of the return shipment shall be borne by the customer. We will credit returned goods at the customers’ purchase prices less a discount of 25%, customary in the industry, for incoming goods inspection, storage and commercial handling. The customer is entitled to provide evidence of lower costs.
9.11 Custom-made products and customer-specific solutions which are not part of the standard range are always excluded from exchange except under warranty.
10. Limitations of Liability
10.1 We can only be held liable for damages for non-compliance of the goods with the contractual quality requirements if such non-compliance is due to our fault, i.e. a negligent or intentional conduct on our part.
10.2 Our liability for damages incurred by culpable breach of obligations is limited to a maximum amount of € 50,000.00.
10.3 The above limitations of liability shall not apply to claims of the customer arising from product liability or in the event of physical injury or damage to health attributable to us or in the event of loss of life of the customer.
10.4 The customer‘s claims for damages shall become statute-barred after one year starting with the delivery of the goods. This does not apply to claims of the customer arising from product liability or in the event of physical injury or damage to health attributable to us or in the event of loss of life.
11. Retention of Title
11.1 We reserve title to the delivered goods until all liabilities arising from the business relationship - including interest and costs - have been settled in full. The customer is obliged to store and insure the goods delivered under retention of title at our request and must provide us with evidence of this upon request.
12. Industrial Property Rights, Copyright
12.1. The customer warrants that the goods, manufactured by us in accordance with the customer’s instructions or specifications do not infringe third-party rights. In the case that we are held liable by a third party for an alleged infringement of protective rights relating to the manufacture or delivery of such goods, the customer will indemnify us against any and all such claims. In such a case, we will only take defense action if the customer requests us to do so bindingly confirming at the same time that the customer will bear all costs related to such an action. In such a case, we will be entitled to demand provision of security with respect to the costs of litigation.
12.2 The customer may only use documents and drawings provided to the customer as well as constructive services and proposals provided by us for the design and manufacture of aluminum profiles, windows, doors and drums for the agreed purpose. It is forbidden to him to make them accessible to third parties without our consent or to make them the subject of publications.
13. Production Equipment, Stencils, Confidentiality
13.1 Models and Stencils must be sent to us free of charge. Stencils sent to us will be returned with the delivery. If, by way of exception, no return is made, we shall keep the stencils for three months after the delivery date. If the customer does not request the return within this period, we are entitled to destroy / dispose of the stencils after this period without any claims for compensation against us. The liability for damage or loss during the period of custody is determined by the general principles. Each stencil must be marked with the name, the type of glass, the visible side or the designations „top“ or „bottom“. In case of differences between order and stencil, the dimension of the stencil is decisive for production. Stencils must be made of a material that does not change its dimensions in climatic or humid conditions. Since the glass comes into direct contact with the stencils during processing, the material must have a smooth surface to avoid scratches or scrapers. Stencils must reproduce the entire glass pane to be delivered true to the original and in the nominal size. Partial stencils are only permitted in exceptional cases and only if the part not covered is exactly represented in size and position on the partial model. For small glass panes below a certain square meter size of the panes, a minimum surface will be charged. We will be happy to inform you about this surface on request.
The calculation of the surface is 1:1 rounded to full cm, taking one decimal place into account. For model panes, the smallest circumscribing rectangle is used.
13.2 The customer, likewise us, is obliged to treat as a trade secret all commercial and technical details which are not public knowledge and which are mutually known to each other through the business relationship. Drawings, models, stencils, samples and similar items may not be transferred or otherwise made accessible to third parties. The reproduction of such objects is only permitted within the scope of the operational requirements and the copyright provisions.
14. Data Protection
15. Place of Performance, Place of Jurisdiction
The place of performance for all services from the contractual relationship is Adelsheim.
The place of jurisdiction for all disputes arising from the contractual relationship or in connection with it, including actions on bills of exchange, is the court with local jurisdiction for Adelsheim.