Terms and Conditions

Terms and Conditions of Contract


Subject to any provisions to the contrary as may be expressly stipulated by mutual written consent between the parties hereto, all supplies and services rendered by Busch & Müller KG shall governed by the Conditions at Contract set forth below. Any terms and conditions by the Purchaser which may be in conflict with those stated herein shall have no binding effect on the Supplier.


1. Prices


Our prices do not include value-added tax. Prices are quoted in € and are deemed to refer to quantities of 1 retail unit of each individual article sold. Our price quotation is without engagement and subject to escalation in accordance with any increase in wages or materials price, as the case may be. Prices are quoted for delivery ex-works, packing excluded. Packing shall be free at charge for sale volumes exceeding an amount of € 100.00. Any and all preferential prices or discounts as well as any freight remuneration payments are deemed to be null and void in the case at
any judicial composition proceedings or out-of-court settlements, insolvency or default in payment (§ 284 BGB/German Civil Code) as well as enforced collection at payments due. Failure to effect payment of our invoice within a period of 31 days after invoicing shall have legal consequences to the same effect.


2. Delivery


In any case, our delivery is effected ex works. For orders exceeding € 2,000.00 in value, delivery within Germany is free of charge or, for export shipments, free German border. If the value of an export order exceeds € 4,000.00, delivery within the EU is free of charge. Orders exceeding € 5,000.00 are FOB German port of export.
Our supply commitment is deemed to have been satisfied upon delivery of the goods ex works, ex warehouse or any respective forwarding agent, whereupon any risk shall pass to Purchaser. The same shall apply, if and when delivery is effected free domicile in the Purchaser's best interest.


3. Payment

 

Payment shall be effected as per the terms stated on the order confirmation. Busch & Müller retain the right to require advance payment. Invoiced amounts under € 50.00 shall be due and payable net without discount. Payment for initial orders and items made to order shall fall due in advance upon receipt of our order  acknowledgement. Orders of up to and including 24 pcs. of rear view mirrors are charged with an make-to-order surcharge of 50%. Payment by note is excluded.
If and when, after concluding a contract, our claim for payment proves to be subject to substantial hazards on account of any material changes in the contractual partner's financial circumstances, we shall be entitled to demand advance payments or collateral security within a reasonable time and to refuse performance until our claims have been satisfied in full. Should our contractual partner refuse such claim or the period of time specified lapses without any action on his part being taken, we shall have the right to cancel the contract or claim damages for non-performance. Credit notes can only be settled against delivery of goods and cannot be reimbursed in case of insolvency.


4. Delivery Time Frame


The delivery period is deemed too start with the date of order acceptance and/or the receipt of any advance payment agreed, however, subject to any and all design details having been clearly specified. Without prejudice to any rights accruing to us due to the Purchaser's delayed performance, this period of delivery shall be extended by the time the Purchaser is in default of his obligations under the contract at issue or any other contract under consideration. Should we ourselves fail to deliver within the agreed period of time, the Purchaser shall grant adequate extension of such term. Upon expiry of such period of grace, the Purchaser shall have the right to withdraw from the contract, if and when the goods have not been delivered by the time the period of extension has ended. Any claim for damages for non-performance or delayed performance shall be excluded. Part consignments are deemed to be admissible to a reasonable extent and will be invoiced separately.

 

5. Retention of Title


We retain title to the goods delivered until any and all claims arising under the  contract at issue have been fully settled by the Purchaser. If and when, by way of processing, the delivery item becomes a substantial part of another item, the  contractual partners mutually agree to the effect that the Purchaser shall transfer joint ownership to Busch & Müller by virtue of § 947, para. 1 BGB (German Civil Code) and keep custody of such item at issue on our behalf, irrespective of the fact which item may represent the major part. The Purchaser herewith assigns all claims including any balance claims under any current account incurred by him on account of reselling the goods to his customers, in which case, however, the Purchaser shall continue to be entitled to collect payments. lf so requested, the Purchaser shall be obliged to disclose the names at the debtors of the claims thus assigned as well as amounts due under such claims. Should any such delivery item be resold in conjunction with third-party goods, any claim raised by the Purchaser vis-à-vis his customer is deemed to have been assigned to the amount of the delivery price  agreed upon between Busch & Müller and the Purchaser. We undertake to release any collateral security insofar as their value exceeds more than 20% at the claims to be backed up, if and when such claims are still pending. The assertion of any rights under the retention of title is not deemed to constitute a withdrawal from the contract established between the parties hereto. The contracting partner shall be entitled to sell the goods within the ordinary course of business subject to the condition that he duly complies with his tasks and obligations arising under our joint contractual relationship. However, the contracting partner shall neither pledge nor transfer the conditional goods as a collateral security. Furthermore, the contracting partner shall be under the obligation to assert our rights in the case of any credited resale of the conditional goods concerned. In the case of any default of payment on the part of the contracting partner, we shall, after granting a reasonable period of grace and without rescinding the contract, be entitled to recover possession of the conditional goods involved for the account of such partner in default. The contracting partner shall, without delay, inform us on any and all measures of foreclosure executed by Third Parties either on the conditional goods involved, or on any claims assigned to us or on any other collateral securities and provide all documents necessary to execute an intervention relative thereto. The same provision shall apply to all other infringements at any kind whatsoever.


6. Notice of Defect, Liability


If and when any item delivered proves to be detective or lacks any of the warranted quality factors, we undertake to replace or repair, at our sole discretion, the item concerned, thus excluding any and all further claims whatsoever raised by the Purchaser of this effect. Such defects shall be immediately notified to the Supplier in writing, i.e. in the case of any recognizable defects within a period of 10 days after acceptance at the latest and in the case of hidden defects immediately upon discovery thereof. Any replacement, repair work or credit note will be granted only if and when such items justifiably claimed defective have been returned to the Supplier free of charge. Any and all claims for damages raised by the Purchaser are deemed to be limited to the invoice amount of the item thus rejected. Any further claims exceeding such value shall be excluded. The contracting partner shall immediately notify the Supplier in writing on any and all potent defects upon their acceptance at the place of destination. The liability period is one year.

 

7. Force Majeure


The contracting partners shall, for the period of any such disturbance and to the extent of any consequences resulting therefrom, be released from their obligation to perform if and when impeded by Acts of God, labour disputes, public or political disorder, governmental measures, absence of deliveries by our outside suppliers, or any other unforeseeable, inevitable or unrecoverable events beyond the contracting partners’ control. Such provision shall apply likewise, if such events occur during a period at time when the contracting partner concerned is in default of his obligations specified hereunder. The contracting partners agree to provide any necessary information relative thereto and to render performance of their obligations in good faith to the extent possible within the limits of the circumstances thus changed.


8. Technical Changes


We reserve the right to effect technical changes and design modifications at our discretion.


9. Place of Fulfilment and Jurisdiction


In any case, the place of fulfilment and legal jurisdiction shall be Meinerzhagen/Germany. Likewise, the competent court for any and all litigations with purchasers in their capacity as either fully qualified merchants, legal persons under public law or public special purpose funds shall be in Meinerzhagen as the domicile of our registered office. We shall, however, reserve the right to file a claim at the Purchaser's headquarters, if and when such procedure may prove expedient. Any and all contractual relations shall be governed and construed in compliance with the law of the Federal Republic of Germany. The United Nations’ Convention on Contracts on the International Sale of Goods (ClSG -'/Wiener Kaufrecht’) dated 11th April 1980, shall be excluded.

 

10. Miscellaneous


Any provision under these Standard Conditions of Contract that may prove invalid shall not be construed to render null and void the entire contract or the remaining conditions hereunder. In these cases, it is agreed that any such invalid provision be replaced by another legally effective term satisfying to the extent possible the effect such invalid provision was originally meant to provide by the parties hereunder.


as of 01/15


Busch & Müller KG
Auf dem Bamberg 1
D-58540 Meinerzhagen
Tel. 02354/915-6
Fax 02354/915-700

ISDN-Fax 02354/915-800
e-mail: into@bumrn.de
internet: www.bumm.de