General Terms and Conditions

 

General Terms and
Conditions of Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
General Purchase
Terms and Conditions

 

General Terms and Conditions of Sale of DoKaSch GmbH
Aluminiumverarbeitung Air Cargo Equipment + Repair


 
  1. Applicability
1.1. Deliveries, services and offers of DoKaSch GmbH Aluminiumverarbeitung Air Cargo Equipment + Repair are exclusively subject to these General Terms and Conditions of Sale. These conditions are also applicable for all future business relations although not expressly agreed again. The conditions are deemed to be accepted with receipt of goods or services at the latest.
1.2. Any conflicting terms and conditions of the customer or terms of the customer at variance hereto shall not be considered valid unless expressly confirmed in writing by DoKaSch GmbH. The General Terms and Conditions of Sale of DoKaSch GmbH and the rejection of different or conflicting terms shall also apply if DoKaSch GmbH performs delivery and services to the customer without any reservation in knowledge of such different or conflicting terms.
 
2. Offers, contract conclusions and technical property
2.1. Offers from DoKaSch GmbH shall not be binding unless expressly provided otherwise. DoKaSch GmbH may accept offers from the customer within a period of two weeks after receipt of offer. Declarations of acceptance, orders and order acceptances must be in written form. Delivery notes and/or commercial invoices are deemed as declarations of acceptance and/or order confirmations at order execution by DoKaSch GmbH within the acceptance period.
2.2. Drawings, illustrations, dimensions and weights are only binding if expressly agreed in writing.
2.3. Technical properties of delivery items are determined by the product information issued by DoKaSch GmbH. Any assurance or guarantee of aforementioned product properties must be made in writing. Properties beyond aforementioned product properties of delivery items are deemed to be agreed only if DoKaSch confirms such properties separately in writing.
 
3. Delivery, impediment to performance, partial shipments
3.1. Delivery and performance times are approximate and non-binding. Agreements on binding delivery times must be made in writing and shall explicitly declare such delivery times as binding.
3.2. The fulfilment of agreed delivery times presupposes the timely receipt of all documents, necessary approvals, information and releases as well as the observance of agreed terms of payment by the customer. If these requirements are not fulfilled in time, the terms are extended appropriately; this shall not apply if DoKaSch GmbH is responsible for the delay.
3.3. DoKaSch GmbH cannot be held responsible for delays in delivery or performance as a result of force majeure and events beyond DoKaSch GmbH’s control which make delivery or completion of performance significantly difficult or impossible for DoKaSch GmbH, e. g. subsequent material procurement difficulties, operational disruptions, strike, lockouts, lack of personnel, lack of transport resources, official directives, mobilization, war, riot, etc, including those which occur at DoKaSch GmbH’s suppliers, their sub-suppliers or subcontractor and even if binding dates and deadlines have been agreed on. In case of such delays DoKaSch GmbH is entitled to postpone the delivery and/or performance for the duration of the delay plus a reasonable start-up time or to withdraw from the respective contract in whole or in part in respect of the part of the contract not yet performed. This shall also apply if they arise during a delay which has already occurred. DoKaSch GmbH shall inform the customer about such hindrances immediately.
If the hindrance lasts longer than three months, the customer is entitled to withdraw from the contract due to the unfulfilled part of said contract after providing a suitable grace period in writing and subject to the exclusion of all other rights.
3.4. Delay on part of DoKasch GmbH only occurs due to a reminder in writing. The period for subsequent performance shall be reasonable. In case of doubt a period of at least two weeks shall be deemed as reasonable. The period must be in written form.
3.5. Partial deliveries and their separate invoicing shall be permissible and shall not be rejected by the customer if the remaining goods and/or performances will be still delivered or a partial delivery is not without interest of the customer.
 
4. Scope of delivery
4.1. The scope of delivery is determined by the written contractual terms.
4.2. Technical changes resulting from improvements in technology or demands of the legislative authorities, are subject to reservation during period of supply, provided the delivery item is not considerably changed and the changes are reasonable for the customer.
 
5. Damage compensation
If the customer must pay damages for non-performance, DoKaSch GmbH is entitled to charge him a lump sum of 15 % of the agreed net payment. The customer is permitted to prove that no damage has been incurred or that the damage is significantly less than the lump sum. DoKaSch GmbH is entitled to assert a claim for greater damage if this can be shown to be the case.
 
6. Packaging and delivery
Place of performance for obligations on part of DoKaSch GmbH and place of transfer of the risk is, unless otherwise agreed, the company office of DoKaSch GbmH. Insofar as DoKaSch GmbH delivers or dispatches goods, delivery is at the risk and expense of the customer. DoKaSch GmbH is authorized, but not, however, obliged, to insure deliveries in the interest of and at the expense of the customer.
 
7. Notice of defects and warranty
7.1. For notices of defects by entrepreneurs, the statutory regulations, in particular §§ 377 HGB, shall apply. In other respects, obvious defects shall be notified immediately.
7.2. Guarantees concerning properties of the goods or performance must be in writing. Information in advertising brochures is non-binding and shall not provide any guarantees.
7.3. Deviations in quality do not constitute faults in the goods provided such faults do not significantly impair the use of the delivery item for the contractually stipulated purpose when the product is properly used or processed. DoKaSch GmbH does not assume any guarantee that deliveries will be completely identical in colour and form or correspond fully to models and samples.
7.4. Provided a properly filed notice of defects is justified, DoKaSch GmbH is entitled for entrepreneurs to provide a replacement of its own choice. DoKaSch GmbH does not have the right to subsequent delivery for a purchase if and to the extent to which the customer claims right of recourse under the terms of § 478, sec. 1 or sec. 2 BGB. If providing a replacement fails the customer is entitled at his own option to withdraw from the contract or request an appropriate reduction for the agreed price or, if legal requirements are met, demand damages.
7.5. If the customer is an entrepreneur the warranty period for the purchase of new items is one year from delivery, unless the law provides a longer period in accordance with §§ 438 sec. 1, no. 2 BGB (buildings or items for buildings) or 479, sec. 1 or sec. 2 BGB (right of recourse). Warranty rights for the purchase of used items are excluded in case the customer is an entrepreneur.
7.6. Should a notice of defect turn out to be unjustified the customer must reimburse DoKaSch GmbH for all expenses that could be deemed to be necessary for the purpose of processing and investigating the notice of defects.
7.7. Claims from the customer for expenses necessary for subsequent fulfilment, in particular transport, travel, labour and material costs, are excluded if they arise or increase because the delivery item has been transported to a location other than the place of delivery unless such delivery corresponds to the contractual required use.
7.8. The customer does not have any rights of recourse against DoKaSch GmbH if they are based on the fact that the customer has made agreements with his purchaser over and above the legal warranty regulations.
 
8. Retention of title
8.1. The delivery items (goods subject to retention of title) shall remain the property of DoKaSch GmbH until the purchase price has been completely paid and all claims due from the business relationship with the customer have been settled.
8.2. The handling and processing of the goods subject to retention of title shall be carried out for DoKaSch GmbH without placing the company under any obligation.
8.3. The customer shall be only entitled and authorized to resell, combine or mix the goods subject to retention of title within the scope of ordinary business activities and with the proviso that the claims described below are indeed transferred to DoKaSch GmbH and the property does not pass to the contractual partner of the customer until he has completely fulfilled his payment obligations. For other disposal of reserved goods, in particular by pledging or transfer by way of security, the customer is not entitled.
8.4. The customer assigns already now all claims (including all outstanding balance claims) to DoKaSch GmbH arising out of the sale of the reserved goods or the combining or mixing of the reserved goods with other items amounting to the value of the goods subject to retention of title including all ancillary rights and with the rank above all other claims. DoKaSch GmbH shall accept this assignment. As value of reserved goods the amount invoiced by DoKaSch GmbH is agreed on plus a security surcharge of 10 % which, however, shall not be applied if there are conflicting rights of third parties.
8.5. DoKaSch GmbH hereby grants the customer revocable authorization to call in the assigned claims for accounting by DoKaSch GmbH in his own name, provided he fulfills his obligations towards DoKaSch GmbH, is not in default and no application for insolvency or composition proceedings is filed. Upon DoKaSch GmbH’s request, the customer shall name the debtors of the claims assigned to DoKaSch GmbH, notify them of such assignment, provide all information necessary for the collection regarding the assigned goods and hand over the documents required for their collection. DoKaSch GmbH is also authorized to notify the debtors of the assignment.
8.6. If the customer is delayed with his payments, DoKaSch GmbH is entitled to ask for return of the goods if payment still has not been made after a reasonable grace period for payment has been set. Taking back or pledging of reserved goods by DoKaSch GmbH shall not constitute a withdrawal from contract. After the goods have been taken back, DoKaSch GmbH is entitled to best possible reuse the goods. The proceeds of this reuse should be credited against the amount payable by the customer, less appropriate disposal costs. Any claim for performance by the customer expires in this case.
8.7. If and to the extent to which the existing securities for the benefit of DoKaSch GmbH exceed the claims to be secured by more than 20 %, DoKaSch GmbH will, at the request of the customer, release a corresponding proportion of the liens.
8.8. In the event of access of third parties to goods subject to retention of title or other liens the customer is obliged to refer to the rights of DoKaSch GmbH and to inform DoKaSch GmbH of the access immediately.
 
9. DoKaSch GmbH’s liability
9.1. DoKaSch GmbH shall only be liable for damage if DoKaSch GmbH or one of its vicarious agents has violated an essential contractual obligation or the damage is attributable to gross negligence or intent on part of DoKaSch GmbH or one of its vicarious agents. An essential contractual obligation is an obligation whose fulfilment only makes the proper performance of the contract possible and on the adherence of which the contractual partner may regularly rely.
9.2. If the culpable violation of an essential contractual obligation is not caused by gross negligence or intent, the liability of DoKaSch GmbH shall be limited to the damage that was reasonable foreseeable to DoKaSch GmbH when the contract was concluded.
9.3. The above liability provisions apply to contractual and non-contractual claims. Liability on the basis of mandatory statutory regulations, guaranteed properties, from assumed guarantees and for damages arising from injury to life, body or health remains unaffected.
 
10. Export
10.1. DoKaSch GmbH shall not be obliged to compensate damages of the customer or other persons arising from delay in delivery or a total impossibility to deliver due to legal or official export restrictions unless DoKaSch acts intentionally or with gross negligence.
10.2. The same applies for damages arising on the part of the customer or third parties because of no or late delivery of spare parts or components as a result of export restrictions. The obligation of the customer to settle the agreed payment shall remain unaffected from the occurrence of defaults due to export restrictions. DoKaSch GmbH shall be entitled to withdraw from the agreement if defaults occur after the conclusion of contract due to export restrictions.
 
11. Conditions of payment, offsetting
11.1. Prices for consumers are including statutory VAT and for customers who are not consumers plus statutory VAT at the current rate. If the contractual partners do not agree on individual prices, the DoKaSch GmbH price list valid at the time of order applies.
11.2. Payments for services and other work are also based on DoKaSch GmbH price lists applicable at the time of placing the order. These are sent to the customer on request or can be inspected at the business premises of DoKaSch GmbH.
11.3. The purchase price and other fees are due 30 days after handing over of the delivery item. A discount is permitted only if expressly agreed in writing. An agreed discount on new invoices is not permissible if older due invoices are still open for payment.
11.4. Deviating agreements regarding maturity and deductions must be in writing.
11.5. If the customer is in arrears with his payments, DoKaSch GmbH is, irrespective of other rights, entitled to carry out further deliveries to the customer only against prepayment.
11.6. Checks and promissories are deemed as payment only after they have been cashed. Promissories will only be accepted with prior written agreement. In case of promissories, bank interests and charges will be borne by and invoiced to the customer. They must be paid immediately in cash.
11.7. In case debits, checks or promissories are dishonoured, the customer is immediately deemed to be in default of payment. DoKaSch GmbH is entitled - subject to assertion of damages beyond this - to charge the amount of € 20.00 for each indebted dishonoured payment. The customer is permitted to prove that no damage has been incurred or that it is significantly less than the lump sum.
11.8. The customer may only offset against his own claims if these claims are undisputed or have been legally established. The same applies to the exercise of rights of retention, unless the right of retention is attributable to intentional or grossly negligent breach of contract by DoKaSch GmbH. In addition the customer may only assert a right of retention to the extent his rights are based on the same contractual relationship as the claims from DoKaSch GmbH against which the customer is asserting these rights.
 
12. Data protection
It is pointed out that the data required in the course of the business process are processed and stored using EDP equipment according to § 33 German Data Protection Act. Personal data are only collected, processed and used if this is necessary for initiation or fulfilment of contract and for invoicing purposes. The wording of the contract is not saved in electronic commerce.

13. Place of performance and choice of forum
13.1. The place of performance for obligations concerning the contractual partners is Staudt, unless otherwise agreed.
13.2. For all disputes arising from the contractual relationship the court of jurisdiction shall be exclusively Staudt provided that the customer is an entrepreneur, a legal person under public law or special funds under public law or has no general court of jurisdiction in this country. DoKaSch GmbH is also entitled to bring an action against the customer at the customer’s general court of jurisdiction.
13.3. The law of the Federal Republic of Germany excluding the provisions of the uniform UN Convention on Contracts for the International Sale of Goods (CISG) shall apply for these terms and conditions of sale and the entire legal relationship between the contractual partners.
 

Effective: January 2016

 
 

General Purchase Terms and Conditions of DoKaSch GmbH Aluminiumverarbeitung Air Cargo Equipment + Repair


 
  1. Applicability
1.1. These General Terms and Conditions of Purchasing (“General Terms”) govern the basic legal relationships between the Supplier, vendor or party obligated to perform a service (“Supplier”) and DoKaSch GmbH Aluminiumverarbeitung Air Cargo Equipment + Repair (“DoKaSch”) for all goods or services ordered by DoKaSch in its own name or on behalf of its subsidiaries. These General Terms shall only apply to entrepreneurs, legal person under public law or special funds under public law as defined in Section 310, Subsection 1 of the German Civil Code (BGB). The General Terms shall apply to all subsequent transactions and business relationships at present or in the future regarding the purchase of goods or services by DoKaSch.
1.2. All deliveries, performances, services and sales transactions shall be carried out in accordance with the following General Terms. Contradictory or conflicting general terms of any Supplier, shall not be binding upon DoKaSch unless DoKaSch has declared its approval. In case two or more letters of confirmation are contradictory, and contain conflicting terms, the letter of DoKaSch will be binding.
1.3. All Agreements and orders must be executed via telecommunication in order to be valid. Oral side agreements do not exist. Proof to the contrary is not excluded.
 
2. Execution of the contract
Offers made by DoKaSch shall not be binding. DoKaSch may accept offers within four weeks. Amendments, changes or sub-agreements with respect to the contract require confirmation of DoKaSch via telecommunication in order to be legally valid. This shall also be applicable for contracts concluded by staff members or sales agents. The aforementioned terms shall not be applicable to amendments concluded after the commencement of the contract.
 
3. Prices and payment
Prices are quoted in EURO and DDP (Incoterms 2010) Staudt/Germany or DDP place of performance if expressly agreed by the parties, including packaging, transport protection, pallets, freight, transportation, insurance and assembly, if applicable, unless expressly otherwise mutually agreed upon in writing.  Prices are fixed and exclude the possibility of subsequent claims. Additional or non-conforming goods or services shall only be paid for if a written supplementary agreement has been previously concluded with respect to such addition or non-conformity. Prices include VAT unless established business practice indicates the contrary. If no indication has been made, sales, turnover or other taxes or duties are also included. Supplier shall be liable for paying all applicable taxes, customs and duties.
 
4. Delayed delivery and services
4.1. Delivery periods or times shall be deemed fixed and have to be adhered to. Receipt of goods by DoKaSch shall be crucial regarding observance of the delivery date or delivery time.
4.2. In any event where Supplier’s performance, in particular, deliveries, are substantially impaired or even become impossible due to reasons for which Supplier is neither responsible nor liable, such as force majeure, mobilization, war, strike, or lockouts, DoKaSch shall – even when performance remains possible – be entitled to withdraw from the respective contract in whole or in part, provided a suitable grace period has been set by DoKaSch.
 
5. Timely delivery
Default of acceptance shall only be assumed if Supplier has offered delivery during the exact time frame provided by the order or, in case no time has been provided, during normal business hours at the place of delivery. The delivery must be complete, correct and without defects.
 
6. Place of performance
The place of performance for all deliveries shall be the registered address of DoKaSch - or, in its sole discretion, the place of delivery. With respect to payments, the registered address of DoKaSch shall be the place of performance. Unloading lies solely within the responsibility of Supplier at its own expense. Delivery with carriage paid is also performed at Supplier’s risk. Supplier may, at its own discretion, decide whether the transport shall be insured. Any additional expenses shall be assumed by the Supplier. If the delivery is made carriage free, the expenses for the transport shall be paid in advance by the Supplier.
 
7. Warranty
7.1. Warranty („Gewährleistung“) shall be granted according to the prerequisites of all applicable statutory and judicial regulations, regardless of where the Supplier does supplementary performance, he has to take care of all related installation and disassembly works worldwide at any location of the unit in which his product is installed. No warranty claims and/or claims for damages shall become time-barred before 3 years from the transfer of risk.
7.2. The warranty period shall be extended by the period during which the defective good or service cannot be used for its proper purpose.
7.3. In the event of replacement or defect correction, the period of prescription shall restart for any part replaced or reworked.
7.4. In case of doubt, any specification of the functionality, the reliability or the characteristics of the Product shall be interpreted as a guarantee granted by Supplier pertaining to the delivered Product unless the Supplier proves that it has not given an explicit warranty.
 
8. Inspection on delivery
The Supplier waives all rights he may derive from sec. 377 HGB (German Code of Commerce).
 
9. Liability
The Supplier shall be made liable under the applicable legislation. The Supplier guarantees that the delivered article is unencumbered worldwide by the rights of third parties. When first requested to do so in writing, the Supplier shall indemnify DoKaSch against liabilities incurred because a delivered article or parts thereof are encumbered by the rights of third parties, in particular, industrial property rights that apply in the Federal Republic of Germany.
10. Payments
10.1. Payments shall be due within 45 days after delivery has been fully completed and a proper invoice according to statutory laws has been issued.
Partial delivery is only subject to immediate payment if DoKaSch can use the partial delivery without any restraints.
In the event that payment is remitted within 14 days, DoKaSch is entitled to deduct a discount in the amount of 3 % of the total value, including tax and auxiliary costs. DoKaSch shall be entitled to remit payments by check, promissory or exchange note or the like. The Supplier is not entitled to retention or set-off of claims unless the counter-claim against DoKaSch is undisputed or awarded by a competent court and thus legally binding.
10.2. If DoKaSch, after the contract is concluded, becomes aware of circumstances that arose within the responsibility of Supplier and that affect its financial standing or ability to proceed with deliveries and services, DoKaSch shall be entitled to withhold all advance payments (if applicable). Additionally, DoKaSch shall be entitled to withdraw from all existing agreements with Supplier unless Supplier provides sufficient securities for timely and correct delivery of products and services.
 
11. Deliveries
11.1. Deliveries of products and services must be in full compliance with the agreed specifications or be fit for the use intended by the contract. If neither has been agreed upon, all Products shall comply with the latest standards of science and technology. The Supplier must observe the recognized safety provisions and the relevant accident provisions, and environmental and labor protection regulations applicable to the aviation industry.  
11.2. The packaging shall be sufficient to fully protect the Product during transport and warehousing from any foreseeable risk and/or hazard. A lack of protection due to insufficient packaging qualifies as a defect of the Product itself.
11.3. The Supplier undertakes to insure the supply with a sufficient quantity of spare parts for the product for a reasonable and foreseeable period of time. Default in supplying spare parts qualifies as a defect of the Product itself.
11.4. In case of doubt, software shall be delivered with the source code, full documentation and a handbook.
 
12. Spare parts
12.1. The Supplier shall agree to hold available spare parts for any Product delivered to DoKaSch for a period of seven years after the last delivery. During this period, the price for any must not exceed 20 % of the last agreed upon price.
12.2. If the Supplier intends to discontinue the production of any spare part for any Product delivered to us, the Supplier shall notify DoKaSch about such circumstance immediately after adopting such decision. Without prejudice to item 12.1 above, such decision must be taken at least six months before production is discontinued.
 
13. Export
13.1. The supplier is obliged to comply with the national and international export, customs and foreign trade regulations as may be applicable from time to time for all goods to be supplied and services to be provided and to obtain the necessary export licences unless not the supplier but DoKaSch or a third party is obliged to apply for the export licence pursuant to the applicable foreign trade regulations.
13.2. As soon as possible but at the latest before the delivery date, the supplier shall provide DoKaSch in writing with all information and data (itemised on order confirmation, delivery note and invoice) required by DoKaSch to comply with all foreign trade regulations in case of export and import as well as in case of resale for re-export of the goods and services, in particular for each good/service the following export control and foreign trade data:
- Export Control Classification Number according the U.S. Commerce Control List (ECCN) provided that the product is subject to the U.S. Export Administration Regulations,
- all applicable export list numbers
- the statistical commodity code according to the current commodity classification for foreign trade statistics and the HS (Harmonized System) coding,
- country of origin (non-preferential origin) and
- if required by DoKaSch: supplier’s declaration on the preferential origin (in case of European supplier) or preferential certificates (in case of non-European supplier)
13.3. In case of changes in the origin or property of goods or services or changes in the applicable foreign trade regulations the supplier shall update the export control and foreign trade data as soon as possible but at the latest before the delivery date and communicate such changes in writing. The supplier shall bear all expenses and damages incurred by DoKaSch due to missing or faulty export control and foreign trade data.
 
14. Secrecy
Plans, drawings, models, samples, and other documentation that are supplied shall remain the property of DoKaSch. They may only be used to process the tender or contract with DoKaSch and may not be made accessible to third parties. They must be returned immediately after completion of the order.
 
15. Choice of forum
15.1. All legal disputes arising directly or indirectly from the contract shall be exclusively submitted to the court competent for Staudt/Germany.
15.2. The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany under the explicit exclusion of its collision rules and the UN Convention on the Sale of Goods (CISG).
 
16. Severability clause
The business relationship between Supplier and DoKaSch is exclusively governed by these General Terms. The proof of the existence of other agreements to the contrary is admissible. The invalidity or unenforceability of one or several of the terms and provisions set forth above shall not affect the validity of the remaining terms. The parties hereto shall replace the invalid or unenforceable term with a legally valid term whose contents come as close as possible to the economic purpose originally intended and pursue.
 

Effective: March 2016

 
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