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 GmbH. 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.
10.1. 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. Place of performance and choice of forum
12.1. The place of performance for obligations concerning the contractual partners is Staudt, unless otherwise agreed.
12.2. 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.
12.3. 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: June 2022