General Terms and Conditions

1. General Provisions

1.1 The deliveries, services and offers of DEUREX AG (hereinafter referred to as "DEUREX") are exclusively based on these terms and conditions. The terms and conditions shall thus also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services.

1.2 We do not recognize any terms and conditions of the Buyer that deviate from these Terms and Conditions unless we expressly agree to them in writing. Counter-confirmations of the purchaser with reference to his terms and conditions are hereby expressly contradicted.

 
 

2. Offer and Conclusion of Contract

2.1 All offers of DEUREX are without engagement and are subject to the existing delivery and performance possibilities. Offers of DEUREX can be revoked at any time.

2.2 An offer submitted to DEUREX shall be binding for at least 1 month, unless another period is expressly specified in the offer.

2.3 In principle, a contract shall be concluded only by signature of both contracting parties on a contract document or with the receipt of an express written order confirmation of DEUREX by the purchaser on his offer (order). Declarations by fax are considered as written form. The aforementioned shall also apply to amendments, supplements and collateral agreements.

2.4 A contract shall also be concluded if DEUREX executes an order of the Purchaser by delivery or performance without reservation.

 
 

3. Supplies and Services

3.1 Unless otherwise expressly agreed in writing, deliveries and services of DEUREX shall be made for the account and at the risk of the Purchaser.

3.2 Minor deviations of the deliveries and services offered from the contractually agreed deliveries and services which do not significantly impair the contractually intended purpose and use shall remain reserved and shall not entitle the Buyer to non-acceptance, withdrawal from the contract or to claim damages. Invoicing of the services shall be based on the quantity delivered.

3.3 The deliveries and services of DEUREX shall be effected at the contractually agreed delivery periods or dates. Call-off dates specified by the Purchaser within agreed delivery periods shall only be binding if they have been expressly confirmed by DEUREX in writing. If delivery periods have been agreed for deliveries and services and these have not been concretized by binding call dates or express written agreements, DEUREX may fulfill the agreed deliveries and services within the delivery period at its own discretion by partial deliveries or services.

3.4 Deviations of the actual delivery quantity from the contractually agreed delivery quantity due to transport or packaging are permissible.

 
 

4. Prices

4.1 Unless otherwise expressly agreed in writing, the prices shall be understood in EURO (€) as net prices without taxes, discounts, commissions and rebates for deliveries ex works, excluding freight, customs and ancillary import duties, including normal packaging.

4.2 The prices quoted by DEUREX in the order confirmation plus the applicable statutory taxes, freight charges, customs duties, import duties and costs for special packaging shall be decisive.

 
 

5 Shipping and Risk Transfer

5.1 Unless otherwise expressly agreed in writing, deliveries of DEUREX shall be ex works. The interpretation of any agreed delivery clauses shall be in accordance with the Incoterms 2000.

5.2 Unless otherwise expressly agreed in writing, DEUREX shall determine the shipping routes, the mode of shipment, the place of shipment and the packaging as well as the means of transport at its own discretion.

5.3 Transport risks shall only be insured upon express written request of the Purchaser and at the Purchaser's expense. Further obligations, including liability obligations, do not result from this for DEUREX.

5.4 In case of transport disruptions, difficulties and delays DEUREX shall be entitled and obliged to take all necessary defense or remedial measures to protect the goods. Further obligations, including liability obligations do not result from this for DEUREX. Deurex shall be liable for damages to the goods in connection with the execution of defense or remedial measures appearing necessary only in case of intent and gross negligence.

 
 

6. Reservation of Ownership

6.1 Until full payment of our claims arising from the business relationship with the Buyer, the delivered goods shall remain our property. The buyer is authorized to dispose of the purchased goods in the ordinary course of business.

6.2 The retention of title shall also extend to the products resulting from the processing, mixing or combination of our goods at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of these processed goods.

6.3 The Buyer hereby assigns to us in advance all claims against third parties arising from the resale in total or in the amount of our co-ownership share, if any, pursuant to Section 6.2, Sentence 2, as security for all - including future - claims arising from the business relationship, including any current account balance, upon conclusion of the contract. The purchaser is authorized to collect these claims for our account until revocation or cessation of his payment to us. The Buyer shall not be authorized to assign these claims, even for the purpose of collecting claims by way of factoring, unless the factor is simultaneously obligated to effect the counter-performance in the amount of our share of the claim directly to us as long as there are still claims on our part against the Buyer.eren full value, in which case we shall be deemed to be the manufacturer.

6.4 The Buyer shall notify us immediately by registered letter of any seizure by third parties of the goods and claims belonging to us.

6.5 Exercising the reservation of title does not mean withdrawal from the contract.

6.6 The goods and the claims replacing them may neither be pledged to third parties nor assigned or transferred by way of security before full payment of our claims.

6.7 If the value of the securities exceeds our claims by more than 20%, we shall release securities of our choice to this extent at the Buyer's request. the claims taking their place may not be pledged to third parties or assigned or transferred by way of security before our claims have been paid in full.

 
 

7. Calculation / Payment

7.1 The quantities, dimensions and weights determined and verified by DEUREX shall be decisive for the invoicing.

7.2 Any objections to the correctness of the invoice shall be notified by the Buyer in writing immediately upon receipt of the invoice. They shall not entitle the Buyer to defer or refuse payment.

7.3 Unless otherwise agreed in writing, invoices of DEUREX are due without deductions within 30 days and payable to the account specified by DEUREX. Bank charges for bank transfers shall be borne by the purchaser. If DEUREX accepts bills of exchange, discount and bank charges shall be borne by the purchaser.

7.4 In case of default of payment of the purchaser DEUREX shall be entitled to stop deliveries and services without further notice. If there are reasonable doubts about the solvency or creditworthiness of the purchaser, DEUREX may make the provision of further deliveries and services dependent on corresponding advance payments and make all claims from the business relationship due immediately.

7.5 In case of exceeding the term of payment DEUREX shall be entitled, notwithstanding the aforementioned provisions, to charge interest on arrears. The interest rate for this purpose shall be 5 % above the respective prime rate of the European Central Bank as agreed. The assertion of further damages caused by delay remains reserved.

7.6 The Purchaser may set off against claims of DEUREX only with undisputed or legally established claims or assert a right of retention. The right of retention can only be exercised if the counterclaim is based on the same contractual relationship.

 
 

8. Warranty

8.1 All information about suitability, processing and application of our products, technical advice and other information are given to the best of our knowledge without assumption of a guarantee and do not release the purchaser from his own checks and tests. As a matter of principle, no warranty is given for a specific intended use unless this is expressly agreed in writing.

8.2 If the delivery or service expressly concerns products with limited qualities, the warranty is excluded unless the delivered goods also do not meet the agreed limited qualities.

8.3 Upon receipt of the delivered goods, the Buyer shall immediately inspect them for defects with regard to quality and intended use; otherwise, the goods shall be deemed approved and warranty claims shall be excluded in this respect.

8.4 Complaints shall only be considered if they are reported in writing within 14 days after receipt of the goods - in the case of hidden defects that cannot be detected by reasonable trial processing - immediately after their discovery.

8.5 Our warranty obligation shall be limited to replacement delivery, rectification or rescission of the contract at our discretion. If the subsequent performance of the contract fails, the customer shall be entitled to reduce the price or to withdraw from the contract. Rejected goods may only be returned with our express consent.

8.6 The warranty claims against DEUREX expire within one year after receipt of the goods.s. If the subsequent performance of the contract fails, the customer is entitled to reduce the price or to withdraw from the contract. Rejected goods may only be returned with our express consent.

8.7 Offsetting by the Buyer with counterclaims shall be excluded unless the counterclaims are undisputed or have been legally established. The assertion of a right of retention by the purchaser is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.

 
 

9. Liability / Compensation

DEUREX shall only be liable for damages caused by it or its vicarious agents intentionally or by gross negligence. This limitation of liability does not apply,

           - due to injury of life, body and health of persons, as far as injuries are the responsibility of DEUREX

           - due to the violation of cardinal obligations, i.e. obligations the fulfillment of which makes the execution of the contract possible in the first place and on the observance of which the contractual partner may regularly rely.

9.1 The liability of DEUREX, no matter on which legal ground, is limited to 30.000,00 Euro per case of damage and maximum 60.000,00 Euro per calendar year.

9.2 Liability for indirect damages, in particular for loss of profit, loss of production or other consequential damages is expressly excluded.

9.3 The limitation period for claims for damages is one year from delivery.

 
 

10. Force Majeure

If the contracting parties are prevented from fulfilling their contractual obligations by events the prevention of which is beyond their control or cannot be achieved with reasonable technical and economic effort, their obligations shall be suspended to that extent until the events and their consequences have been eliminated. The contracting parties shall ensure that they are able to fulfill their obligations again as soon as possible.

 
 

11 Place of Performance and Jurisdiction

11.1 Place of performance for deliveries and services is the respective place of departure (warehouse of DEUREX), for payment Elsteraue.

11.2 If the Buyer is a merchant within the meaning of the law, the place of jurisdiction shall be Halle (Saale) or, at our option, the Buyer's general place of jurisdiction.

11.3 The contractual relationship shall be governed exclusively by German law, in particular by the German Civil Code and the German Commercial Code.

11.4 In the event of legal disputes, the German language shall be determined as binding.

 
 

12. Final Provisions

12.1 Should individual provisions of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. Instead, the contracting parties shall be obliged to replace the legally ineffective provisions retroactively at the time of the ineffectiveness with effective provisions that come as close as possible to the intended economic purpose. If no agreement is reached on the formulation of the provisions within a reasonable period of time, taking into account the weight of the interests involved, the relevant statutory provisions shall apply.

12.2 Deviations from these terms and conditions must be made in writing.

12.3 All legal relationships and legal acts in connection with this contractual relationship shall be governed by German law.

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