1. General Provisions
These terms of business are binding for all business relations and legal business with CONNEX provided they are associated with their deliveries and services. They are also effective for future business relations in the respective current form as agreed. Also belonging to this are the currently valid price lists. Alien business terms which counteract those of CONNEX will not be recognised and require no special opposition. Deviant agreements are only effective with our prior written confirmation.
2. Price Standing
2.1 All named prices are effective ex Lohne warehouse and exclude packaging and VAT.
2.2 All named prices are effective subject to alteration provided this is permissible by law.
2.3 Even short-term price modification based on e.g. exchange rate fluctuations remain expressly reserved.
2.4 CONNEX reserves the right to charge an extra processing fee of 5.00 EUR for orders with a net merchandise value below 50.00 EUR.
2.5 Conversions of EURO into the currencies of the participating nations or vice versa are effected at the official exchange rate.
3. Terms of Payment
3.1 The payment claims are due at the time of the effected delivery or service or respectively the provision of the merchandise and provided that no special arrangements had been made, dispatch is to be effected as COD (cash on delivery) without discount deduction. If CONNEX accepts any currency exchange or cheques for payment, then all expenses and costs arising from such are encumbered upon the buyer. The payment is only valid if the exchange or cheques have been redeemed and all extra costs have been paid.
3.2 Payments charged are due immediately without deduction in any case even if something else was arranged for the delivery.
3.3 Dispatch is effected absolutely on the bill and at the risk of the buyer. He also then carries the potential risk if a carriage free delivery has been arranged.
3.4 The set-off of the buyer against the counterclaims contested by CONNEX is not allowed. A right of retention on the part of the buyer is only existent provided that it is based on the same contract relationship.
3.5 Incoming payments are offset against open payment claims as so desired by CONNEX. Contrary provisions of the payment maker are ineffective. If payment arrears are existent, discount deduction may not be effected. If the buyer is in arrears with payment then CONNEX is entitled to withdraw from the contract and to demand compensation. This amounts to 15% of the purchasing prices provided that the merchandise is in a flawless condition.
3.6 CONNEX is entitled to demand interest in the amount of the respective current average bank rates for current account credits for the duration of the time in arrears.
3.7 If the method of payment has been agreed to as being a bank order and the direct debit is not redeemed, then the customer's account will be immediately changed to COD. There will be a follow-up charge to the bank order account. Furthermore a processing fee of 5.00 EUR can be charged.
4. Delivery Deadlines and Dates
4.1 The delivery deadlines confirmed by CONNEX refers to the time point of the dispatch ex Lohne warehouse. The deadline has been met with the report of the readiness for dispatch if the merchandise cannot be forwarded in time through no fault of CONNEX. CONNEX is not responsible for delayed or non-effected delivery which are caused by the pre-supplier to CONNEX.
4.2 Due to the default of the buyer, the delivery times and delivery dates are prolonged , irrespective of the rights of CONNEX, for the time period during which the buyer is in default with his obligations to CONNEX arising from this contract or another contact.
4.3 Acts of God or nature entitle CONNEX to prolong the delivery for the duration of the hindrance and a reasonable preparation period or in the case of the not yet fulfilled portion of the contract, to wholly or partially withdraw from the contract. All circumstances may be classified as an act of God or nature which considerably complicate or make impossible the delivery such as e.g. currency or trade policy or other sovereign means, strikes, lockouts, breakdowns as well as hindrances of the traffic ways and it is namely indifferent whether these circumstance arise from CONNEX, the supplier or a subcontractor. The buyer can demand a declaration from CONNEX concerning whether or not CONNEX is backing out of the contract or wishes to deliver within an appropriate period of time.
4.4 In the case that CONNEX comes into delivery delay, the buyer can back down from the contract after the expiration of an appropriate deadline stipulated by himself if the merchandise has not been reported to be ready for dispatch by the expiration date of the deadline.
5. Reservation of Ownership
5.1 The delivered merchandise remains the property of CONNEX (reserved goods). until the completed payment of all claims has been made regardless of the legal reasons including any claims arising in the future and claims from contracts concluded simultaneously or later. This is also effective if payments are made on indicated claims.
5.2 In the case of the further processing of the reserved goods CONNEX gains joint ownership in the new merchandise. If CONNEX's ownership expires due to mingling or connections then the buyer already transfers to CONNEX the ownership rights to the new merchandise in the extent of all claims. The ownership rights listed below are valid as reserved goods in the sense of this item.
5.3 The buyer may only further distribute the reserved goods in the framework of usual business dealings and only provided that he is not in default. The buyer is not entitled to other dispositions.
5.4 The claims of the buyer to the proceeds from the reserved goods are already now transferred to CONNEX. They furthermore serve to the same extent as a security as do the reserved goods themselves.
5.5 The buyer is only entitled to transfer the claim to the proceeds from the reserved goods to third parties with the prior written permission of CONNEX.
5.6 If CONNEX makes use of his reservation of ownership then this is only effective as a withdrawal from the contract if this has been expressly declared by CONNEX in writing.
5.7 The right of the buyer to own, the reserved goods expires if he does not fulfil his obligations from this contract or other contracts.
5.8 The buyer must immediately inform CONNEX of a seizure or any other impairments undertaken by third parties.
5.9 If the value of existing securities exceed the total claims CONNEX makes on the buyer by more than 20%, then CONNEX is entitled at the request of the buyer insofar to release the securities at the choice of CONNEX.
6.1. If a pre-supplier undertakes a guarantee to the buyer, a liability on the part of CONNEX is excluded.
6.2 Decisive for the contractual stipulated condition of the merchandise is the time point of the handing-over to the forwarding agency or carrier, however, at the latest at the time point of its leaving the warehouse.
6.3 Defects as well as the lack of assured properties are to be immediately criticised in writing immediately after discovery of such taking in the immediate suspension of any processing and use. If an obvious defect has not been criticised within 3 days after the arrival of the merchandise at its point of destination then any liability on the part of CONNEX is excluded. After effecting an agreed acceptance on the part of the buyer, any complaints of defects are excluded. A legitimate notice of defects obligates CONNEX not to fulfil a guarantee as far as the buyer does not fulfil his payment obligations.
6.4 In the case of a legitimate notice of defect, CONNEX is entitled to take the merchandise back and to deliver flawless merchandise in its place or in the reasonable interest of the buyer, to replace or to amend the minimum value.
6.5 The buyer's complaint claims are cancelled if he has not given CONNEX the immediate opportunity to convince himself of the defect and he, in particular at the request of CONNEX, does not immediately make the merchandise in question available.
6.6 Notices of defects are in lapse 3 months after the written rejection thorough CONNEX provided that this is not stipulated otherwise by law.
6.7 All guarantee claims are cancelled for merchandise which is sold as downgraded material.
6.8 All further claims are excluded. This is especially the case for claims to the compensation arising from damages which did not occur to the defect merchandise itself.
6.9 All provisions are also effective for merchandise which is not delivered as stipulated by contract.
7. Place of Fulfilment and Legal Venue
The place of fulfilment and legal venue for all rights and obligations arising from this contract is 49377 Vechta.
8. Partial Ineffectiveness
If any individual provision of these General Terms of Business should become wholly or partially ineffective then the rest of these terms remain completely effective. The parties are already in agreement that the ineffective provision be replaced with an effective regulation which comes closest to the objective aimed at with the ineffective provision.
as of: 01.06.1999