Contact

Störk-Küfers
Inh. Hans Störk
Friedrich-Wöhler-Str. 21
78576 Emmingen


Phone:
+497465-9291-15
Fax:
+497465-9291-95

E-Mail:
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Logo Stoerk Umwelttechnik
SHL-Logistik
Logo Belflor

General Conditions of Payment, Work Done and Supply from the company Störk-Küfers 10-07

I. Field of application

1. The conditions reported below are valid for all contracts drawn up between the customer and ourselves, as well as for all supplies and services. They will also be valid with regards to any trade relation in the future, albeit not expressly agreed upon again. We shall not deem binding those customer's regulations which are non compliant, unless expressly recognised by ourselves, even without an explicit objection from us. The conditions reported below will be valid even if, since we know the customer's contrasting and non compliant conditions, the contract order will be carried out without reserve.

2. The contract will be drawn up according to the content of our confirmation of order. All the agreements between our customer and ourselves will be written on the contracts in order to proceed with the execution of the order.

II. Offer and Contract Stipulation

1. We shall accept the customer's order, to be described as offer for the stipulation of a contract, through the sending of a confirmation of order within two weeks or through the sending of the products ordered still within 30 days.

2. Our offers are not to be considered binding unless we expressly define them so.

3. The right of ownership and the copyright in our favour are in force with regards to all the samples, estimates, proofs, drafts, drawings, calculations and documentation of material and non material nature, even electronic. All ownership rights and copyrights as well as any protection right shall be used by our customer or given to a third party only by our written consent irrespective of our defining these as confidential. Should we carry out a supply according to drawings, samples or other instructions from the buyer, the latter will make sure third parties' rights are not violated and he will be held responsible, ridding us, at the same time, of any third party's claim. In the event of a failure to draw up an order, all documentation mentioned, including possible copies made, shall be, upon request, immediately sent back to our address. The buyer is obliged to check the suitability of all the documentation as well as all the data at his disposal in order to verify the possibility to achieve the object of the contract. This applies also to the choice of the proper materials. He is obliged to gather information on the possibility of their use. We are not compelled to verify the correctness of the buyer's data and drafted conditions and/or of their legal conformity. We shall care to inform the buyer about any evident irregularities. We shall undertake not to reveal to third parties information and documentation defined as confidential by the buyer, unless authorised by the latter.

4. Any assignment of rights from the customer will be permitted and will have effect only through our written consent.

III. Prices, Conditions of Payment, Right of Protection

1. In the absence of other agreements, our prices are intended ex-works excluding loading , transport, unloading and packaging, unless specified in our confirmation of order. Our prices do not include VAT, which will be indicated separately on the invoice, in the percentage provided by law, on the date of its issue.

2.0 In the absence of different agreements, the customer shall pay the amount to be invoiced as follows: 1/3 in advance at the receipt of our confirmation of order and invoice; 1/3 when informed the goods are ready and 1/3 when the goods are supplied. The delivery shall be sealed by the customer or by someone appointed on his behalf where and when the supply takes place through a signature which shall be deemed as acceptance of the same supply. Acceptance of the goods at a later time and between the buyer and the customer shall not have any relevance on the schedule of our credits. The customers shall make out the payment in Euros, through bank channels and free of charges, operating on one of our current accounts within 10 days from the expiry date.

2.1 We use the collaboration of R + V and Creditreform-Kreditversicherung Credit Insurance. Should the said R + V or Creditreform turn down a credit guarantee for the buyer, the latter will be obliged, on our request, to provide a guarantee without benefit of discussion which is unlimited for the whole amount of the order, with the deduction of any advanced payments, at an accredited bank based in our country. As long as the above conditions occur, we can exercise the right of retention from our obligations as regards the work done. All further rights remain unchanged.

2.2 A discount is accepted only following a particular agreement and in written form. Otherwise a discount is not provided for. The payment shall be deemed made only when the amount is available at our bank accounts. In the event of a payment by cheque, it shall take effect the moment such cheque is cashed in.

3. In the event of a customer's late payment, law regulations are in force and we can exercise our right of retention for further future performances or supplies.

4. The customer can exercise his right of compensation only when, even in case of appeal or counterclaims, the latter are acknowledged to be legally valid, recognised by ourselves and incontestable. The customer is entitled to use the right of retention only if his counterclaim is based on the same contractual relationship.

IV. Times of delivery and work done

1. The terms or the times of delivery not bindingly agreed upon are absolutely not to be considered binding. The delivery times we have indicated will be effective only when all the technical issues are clarified. In the same manner the customer shall duly fulfil all his obligations and within the terms agreed and shall, if necessary, supply himself with the administrative authorisations required. Should this cause any delays, the delivery times will consequently be longer for us, still remaining our right to carry out partial or total supplies. Compliance with the terms of delivery is subjected to the reserve of the timely, complete and correct supply from our suppliers and to the lack of force majeure occurrences, like for instance strikes etc., which are beyond our range of influence. We do have the right to carry out supplies or partial performances at any time as long as it is acceptable for the customer.

2. In case the contract referred above was a fixed forward contract pursuant to Art. 286 paragraph 2 n° 4 of the (Civil Code) or to Art. 376 of the HGB (Commercial Code), we answer for these conditions of compliance with the provisions of the law in consideration of point IV.1. Equally, in the case of a customer who is authorised to show the cessation of his interest in a further fulfilment of the contract following a delay in the supply caused by ourselves. In this case our liability with regards to the typically foreseeable damage arising from it is limited in the event that the delay is not based on an intentional violation of the contract attributable to our responsibility and is not due to a fault by our representatives or auxiliaries.

Likewise, we answer the customer for any delay in the supply in accordance with the provisions of the law in the event that such delay is due to an intentional contractual violation or to grave fault we could be blamed for in connection with our legal representatives or our auxiliaries. Our liability is limited to the foreseeable damage typically arising in the event a delay is not due to an intentional contractual violation from ourselves. A further compensation for damage is excluded.

3. In the event of a delayed supply attributable to ourselves based on the negligent violation of a fundamental contractual obligation due to a fault from our representatives or auxiliaries, we shall be held liable in accordance with the provisions of the law provided that, in such case, the liability with regards to compensation for damages is limited to the foreseeable damage typically arising.

4. Differently, the customer will be able to claim a forfeit compensation for 0.5% of the value of the supply for each full week of delay until a maximum of 5% of the entire value in the event of a damage attributable to us.

5. Any further liability for a delay attributable to us is excluded. All further rights and claims the buyer is entitled to remain unchanged in addition to the claim for compensation for damages due to a delayed supply attributable to us.

6. Should the customer delay the acceptance of the goods, we are entitled to claim compensation for the damage caused plus possible additional costs. The same applies in the event the customer negligently violates the participation obligations. The risk of possible deterioration or worsening passes on to the buyer when the acceptance or the debt starts to be delayed. The delivery note released by the consignee or by an authorised person certifies the complying and flawless reception of our supply or performance and is deemed as attestation of receipt of the goods at companies.

V. Assignment of risk, Shipment, Packaging

1. Loading and shipment of the goods take place without guarantee and at the buyer's risk. We shall make sure the customer's requirements and interests with regards to the type of shipment and route are taken into consideration; additional costs arising from the conditions above – even in the event of an agreed shipment carriage free – are to be borne by the customer.

2. Should the shipment be postponed on the customer's request or by his fault, the goods will be stored and subsequent costs and risk will be borne by the customer. In this case the notice of availability of the goods at delivery will be equal to the delivery.

3. A transport insurance for the goods to be delivered shall be drawn up on request and the costs shall be borne by the customer

VI. Fundamental and Judicial Errors, Liability

1. The buyer will be entitled to lay claims for defects only if he has duly fulfilled his obligations of inquiry and complaint against defects in accordance with Art. 377 of the HGB. The guarantee is excluded in case of changes to the object of the supply from the customer or from a third party and, in the same manner, in case of non compliant use. The buyer shall immediately check supplies and performances as per art.377 of the HGB with regards to the contractual compliance. Promptly recognisable vices or defects of the supply as well as damages to packages shall be reported to us immediately, that is prior to or at the unloading of the material. Occult vices or damages will have to be reported within three days from the first overlook or on the first possible occasion at their overlook. The violation of the obligations of inquiry and complaint against the defects implies the loss of the right to the extent admitted by law.

2. In the event of a lawful complaint against redhibitory vices we shall be entitled and compelled, with the exclusion of the customer's rights, to terminate the contract or to obtain a price reduction at the next fulfilment, unless we are authorised to refuse the next fulfilment according to the law regulations. The buyer shall grant to us an appropriate deadline for the next fulfilment which can be constituted, by the customer's choice, of the elimination of the defect (improvement) or of the supply of new goods. In case of elimination of the defect we shall bear the costs of the necessary resources if these are increased due to the fact that the object of the contract is in a different location from the place of execution. Should the next fulfilment fail, the customer is entitled, by his own choice, to claim a price reduction or to declare his rescission of the contract. The improvement is deemed failed at the second failed attempt, unless adequate improvements to the object are made necessary and acceptable for the customer on the strength of the object of the contract; in particular clarifications aimed at the quality of the object of the supply by means of surveys. The customer will be entitled to claim compensation further to defects on the following conditions only after the next failed fulfilment. His right to affirm further claims for compensation for damages under the conditions reported below shall remain unchanged.

3. The customer's claims for performance of guarantee shall expire one year after the supply of the goods to the customer takes place, unless the defect has been intentionally hushed up by ourselves; in this case the provisions of the law shall be enforceable.

4. We answer for, irrespective of the following limitations of responsibility, damages to life, body and health due to negligent and intentional violation from us, our legal representatives or auxiliaries, as well as for those damages contained in the legislation on the responsibility of the products in accordance with the provisions of the law. Pursuant to the provisions of the law, we answer for the damages not included in paragraph 1 and for those negligent or grossly intentional violations as well as for wrongdoings from us, our legal representatives or auxiliaries. In this case the liability, with regards to compensation for damages, is limited to the foreseeable damage and can be typically checked in the event we, our legal representatives or our auxiliaries did not act intentionally. Insofar as we, as regards the goods and their particulars, have released a guarantee for the structure and for the duration, we shall answer for such guarantee as well. We shall answer for those damages which occur due to lack of guaranteed structure or duration but show themselves on the goods immediately only if the risk of such damages is clearly included in the structure and duration guarantee.

5. We also answer for those damages we cause following a merely negligent violation of such contractual obligations whose fulfilment makes the foreseen implementation of the contract, which the customer regularly puts his trust on and has the right to do so, possible. However, we answer only for those typical and foreseeable damages of the type of contract.

6. Any further liability is excluded without consideration of the nature of the claim's right. This applies above all to criminal claims or to claims of replacement of useless expenses in place of a performance. Here our liability remains unchanged pursuant to paragraph IV, section 2 bis paragraph IV section 5 of this contract. Insofar as our liability is excluded or limited, the same applies to our employees, workers, collaborators, agents and auxiliaries.

7. The customer's claims of compensation for damages caused by a faulty supply shall expire one year after the delivery of the goods is completed. This does not apply in the event of violations of life, body or health to be blamed on us, our legal representatives or our auxiliaries or in case we or our legal representatives acted negligently or with intentional grossness or in case our auxiliaries acted intentionally.

VII. Right of retention of title

1. The goods supplied shall remain our property (goods supplied with reserve) until all the requests we make to the customer now and in the future, including those regarding the balance from the current account, are satisfied. In case of a non compliant behaviour from the customer, i.e. late payment, we are entitled, after setting an appropriate due date, to repossess some goods supplied with reserve. The repossession of such goods supplied with reserve represents a rescission of the contract. The distraint of the goods supplied with reserve represents a rescission of the contract. We are entitled to re-use the goods supplied with reserve after the repossession. The proceeds from such re-use shall be calculated together with the sums the customer owes us after deducting an adequate amount for the costs of the same re-use. Further claims for compensation for damages due to unfulfilled obligations from the customer shall remain unchanged.

2. The customer is entitled to duly sell or use the goods supplied with reserve unless he is late for payment. The sale or the transfer of guarantee are not allowed. All the credits arising from the sale or from any judicial deed (insurance, illegal fact) in connection with the goods supplied with reserve (including all the credits in full from the current account) are assigned, for safety reasons, with immediate effect and fully to us and we hereby accept the assignment. We irrevocably authorise the customer to cash in the credits assigned to us for that invoice on his behalf. The authorisation to cash in can be revoked at anytime in the event the customer does not fulfil his obligation to pay. Within the field of Factoring the customer is not even authorised to cash in the credit at the assignment of these credits unless, at the same time, the obligation of the Factor to carry out immediately a counter performance to us for the credits' amount until we have credits towards the buyer is justified.

3. A processing or transformation of the goods supplied with reserve will be carried out in our favour anyhow. If the goods supplied with reserve are processed together with other products which we do not own, we shall acquire the joint-ownership of the new product in proportion of the value of the goods supplied with reserve (total amount of the invoice including VAT) in respect to the other processed products when the processing takes place. The same conditions for the goods supplied with reserve apply to the new product arisen from the processing. In the event of an inseparable mixture of goods supplied with reserve and other products we do not own, we shall acquire the right of joint-ownership of the latter in proportion of the value of the goods supplied with reserve (total amount of the invoice including VAT) in respect of the products mixed with them and when the mixing takes place. If, further to the mixing, the customer's product is to be considered as main goods, we shall establish the customer will have to assign to us a percentage of the joint-ownership and we shall accept such assignment. The resulting goods in joint-ownership or exclusive property will be stored by the customer on our behalf.

4. In case of intervention from a third party on the goods supplied with reserve, in the event of a distraint in particular, the buyer shall refer to our ownership and inform us immediately so that we can enforce our rights of ownership. Should the third party not be able to refund to us those judicial and extra-judicial expenses which might arise in this context, the customer shall account for them.

5. We are subjected to the obligation to release the guarantees owed to us in the event the realisable value of our guarantees exceeds the credits to guarantee by more than 10%. In this case the choice regarding the guarantees to be released lies with us.

VIII. Place of Execution, Competent Jurisdiction, Applicable Right

1. Place of Execution and Competent Jurisdiction for all supplies and payments (including recourses for bills of exchange or cheques) as well as for all those disputes which may arise between the buyer and us further to purchase contracts we have agreed will be Tuttlingen. We are also entitled to summon the customer even at his head office or domicile.

2. The relations between the contractual parties shall be regulated exclusively in accordance with the Right in force in the Federal Republic of Germany. The application of the right of purchase of the United Nations is excluded.

General Conditions of Purchase 10-07 from the company Störk Küfers

The following conditions are valid towards those people who, as regards the stipulation of the contract, act within their independent commercial or professional activity (entrepreneurs) as well as towards those corporations of the public law and of the special patrimony of public law. In relation to our orders, our conditions of purchase are valid exclusively and an objection is expressly raised against conditions of sale and supply which are set against them. Possible additions or changes to these conditions of purchase will be binding if confirmed in writing by ourselves.

1. Order, Confirmation of Order, Prices

The orders shall be binding only if received in written form. Any order received or agreement made orally or by telephone shall require a written confirmation to be considered valid. Each order will have to be confirmed immediately by the supplier along with the indication of price and time of delivery. In the event of the supplier not confirming the order within two weeks from the reception, we shall be entitled to terminate. Unless different written agreements exist the agreed prices shall be deemed valid and fixed until the supply takes place.

2. Delivery times, Expiry Dates, Risk Assignment

Delivery times and expiry dates agreed shall be binding. The interests of delay shall be applied without notice. The receipt of the goods from us is a determining factor as to the compliance with delivery times or expiry date, in the event no other address where the goods are to be shipped to is known. Should the agreed delivery terms be ex-works, the supplier shall prepare the goods in time taking into account the time required for loading. If the deadline is not complied with for reasons to be attributed to the supplier, we can, still remaining all the provisions of the law, after the expiry of an adequate deadline, exercise the right to terminate the contract, to get hold of replaced goods from a third party and/or to claim compensation for damages due to contractual default. We are entitled to claim the repayment of additional costs which might arise as consequence of a delayed supply or performance from the supplier. The acceptance of the delayed supplies or performances does not mean it is a waiver of a claim for compensation. In case of a failure to supply within the terms agreed, we are also entitled to receive the payment of a contractual fine equalling the 0.5 % for each weekday to a maximum of 10 % of the order's full amount. At the acceptance or at the testing no reserve of the contractual fine is required. In the event the supplier has difficulty with regards to production or procurement of materials, or if circumstances beyond his will which might prevent the supply within the terms and for the quality agreed occur, he has the duty to inform us immediately so that we can possibly find another supplier in order to reduce our damage as much as possible.

Regarding quantities, weights and dimensions, if no other evidence exist, the values we obtained when checking the delivery of the goods are determining. Larger or smaller supplies as well as advanced or partial supplies require our approval. The shipment takes place at the supplier's risk and, without further agreements, shall be carried out on ex-works terms from our site. We cover the transport insurance.

Damages and deterioration of the goods shall be at the supplier's risk until we or someone appointed by us accept them at the place of delivery indicated in the contract.

3. Supplier's Insolvency, Assignment of Guarantee, Right of Termination

In case of supplier's insolvency we are entitled to retain an appropriate sum as guarantee equalling, however, at least 30% of the price agreed until the limitation period of the rights of guarantee expire. The supplier shall assign his claims of guarantee of performance towards his suppliers to us. We are entitled to make this assignment known in the event of insolvency from the supplier. We are also entitled to withdraw the part of the order not fulfilled until then. The same applies when the supplier does not carry out his supply despite the delay and the imposition of an expiry.

4. Invoicing and Payment

Invoices shall be issued by the supplier in two copies. Payment shall be made after the completion of the supply or performance and after the reception of the invoice. In the event of payment at 14 days from the deadline, a 3% discount will be applied, unless agreed otherwise. As for the rest, payment shall be made net within 60 days from the receipt of the invoice and when the delivery is completed. Payments do not mean we acknowledge the supply or the performance in accordance with the contract.

5. Guarantees, Complaint against Redhibitory Vices, Obligations of Inquiry and Penal Obligations

In case of defects or lack of some features which had been assured to us, we have the right to choose between redhibitory action, price curtailment, new supply, elimination of the defect on site and compensation for damages due to contractual default. Further claims for compensation for damages remain unchanged. In the event of a faulty supply, even the costs related to the defect's checks and investigation are to be borne by the supplier, still standing our further and varied claims. We are entitled to eliminate defects at the supplier's expense and no previous notice is required in case the timely elimination of such defect is justified by a particular interest or when it is feared such elimination from the supplier might cause delays leading to a subsequent difficulty for us in fulfilling our obligations towards our contractual partner.

We are allowed to sent back to the supplier, at his own risk and expense, the goods supplied which do not comply with what is stated in the contract. The supplier guarantees a thorough check of the outbound goods. Therefore, he relinquishes the fulfilment of the commercial penal obligation and of inquiry (Art.377 and following HGB). The term of limitation for the claims as per line 1 is 3 years, unless the current legislation provides for longer terms.

6. Supplier's Liability

We are entitled to compensation for all the damages caused by the supplier with regards to the supply. This applies particularly to the material used unnecessarily and to the fees applied for hidden defects as well as to cost increases due to the compliance with delivery times and other damages arisen from faulty supplies. This duty of compensation expires when the supplier can demonstrate it is not his fault unless, according to the provisions of the law, he has to be held responsible even without fault. Should a supplier's defect in the performance make us liable as producers, the supplier shall relieve us from such responsibility. He shall bear all the costs which might arise from the producer's liability, including possible transport costs to return the goods. The supplier is also liable for damages to be attributed to insufficient or missing safety measures.

7. Documentation Presented, Customer's Details, Mixings, Drawings, etc.

Programs, materials, means of production, mixings, drawings, models, samples, utensils, polishers, etc. remain our property and are subjected to corporate secret. The goods they produce shall be supplied to us only. The supplier guarantees he will comply duly and without exception with what has been expressed and, in particular, he guarantees he will not carry out any direct supply, passing off or further actions which might cause damage to us. The same applies to means of production and utensils whose costs shall be borne by ourselves totally or partially according to the contractual agreements.

8. Applicable Right, Place of Execution, Competent Jurisdiction, Provision of Judicial Validity

The contracts drawn up with us are subjected exclusively to the Right of the Federal Republic of Germany excluding the right of purchase of the United Nations. Place of execution will be the delivery address indicated for all supplies and performances. If such address is missing and cannot be obtained from the information available, the place of execution will be the location where we accept the goods. Place of execution for all payments will be our head office and any location where we hold an account at a lending institution. Competent jurisdiction will be Tuttlingen. We are also entitled to file a charge at the supplier's head office. Should one of the provisions belonging to these conditions of purchase be unenforceable or lose enforceability within the field of different agreements, the validity of the remaining provisions or agreements remains unchanged.

Judicial status: 8/2007