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General Terms and Conditions of Trade ("GTC") of DOT GmbH, Rostock
The following terms and conditions shall apply to all contracts concluded with us, unless otherwise agreed in writing. Divergent terms of purchase or sale shall not be recognized by us. Divergent oral agreements require our written confirmation to be valid.
1. Conclusion of contracts
(1) Our offers are in principle subject to change.
(2) Orders and agreements are binding if they have been confirmed by us in writing, including via remote transmission; for small orders or for immediate deliveries, i.e. within 2 weeks, verbal confirmation is sufficient.
(3) We reserve legal title, copyright and industrial property rights to all offer documents as well as to all other documents and information made accessible to the contractual partner. These must not be made accessible to any third party. In such case, we reserve the right to claim compensation.
(4) As a supplier, we reserve the right to withdraw from the contract and to demand pre-payments or collateral if, after conclusion of the contract, but prior to our delivery, we become aware of a deterioration in the assets of the contractual partner.
(5) The contractual partner may not transfer rights arising out of any contract concluded with it to any third party, except with our written consent.
(1) The contractual partner must inform us without delay if it becomes aware of circumstances which give rise to fears that delivery may be delayed. In the case of failure to comply with fixed deadlines, warranted characteristics or guarantees, and in the case of non-remediable defects in title, we may withdraw from the contract without notice or demand compensation for non-performance or non-timely performance. Otherwise, the statutory legal provisions shall apply.
(2) Deliveries must bear the prescribed information and identification markings. In case of failure to comply with this requirement, we shall be entitled to refuse to take delivery. This shall also apply to deliveries to a third party designated by us as the recipient.
(3) Partial deliveries shall be deemed to have been agreed upon.
(4) Our delivery period shall begin on the date of receipt of the parts to be processed. Any necessary clarification of technical details may extend delivery time. In the event of force majeure, strikes or government directives, we shall similarly be entitled to extend delivery times or to decline to perform contracts in whole or in part. Delivery dates shall be deemed to have been met if the shipment has left our plant within the delivery period set forth in the contract. If there is a delay in taking delivery on the part of the contractual partner, the written notification of our readiness to deliver shall be deemed to constitute compliance with the delivery period. If the contractual partner has agreed to perform certain actions or to act as sub-contractor, the timely performance of these services shall be the prerequisite for compliance with our delivery dates. Should the contractual partner fail to comply with the deadlines for its agreed-upon actions, we shall be entitled to change our delivery dates accordingly, or to withdraw from performance of the contract.
(5) Should we exceed delivery time limits, the contractual partner shall not thereby be entitled to assert claims unless a reasonable period of grace is granted. Contractual penalties for exceeding delivery time limits shall in principle be excluded.
3. Transport risk
(1) Goods shall be packed with the greatest possible care and shipped according to our best judgment.
(2) From the time they are dispatched, all shipments shall be transported at the risk of the contractual partner, even if their loss or deterioration is due to a chance or force majeure. We shall not pay for the replacement of shipments lost or damaged during transport. In order to protect its interests, the contractual partner shall therefore be obliged to notify the postal authorities, shipping agent or rail service of the loss or damage event within the time periods set by these offices.
Should shipment be delayed at the request of the contractual partner, the risk shall be transferred as soon as written notification is given of readiness for shipment.
(3) At the request and at the expense of the contractual partner, we will insure the shipment against loss or damage during transport.
The prices cited by us are ex works, exclusive of packing, and to which must be added VAT at the current rate. The place of payment is Rostock. Payments in foreign currencies will be accepted at the current rate of exchange. Checks will be accepted as payment after they have been irrevocably cleared. Any bank fees and charges must be paid directly by the contractual partner. Payment by means of bill of exchange requires a separate agreement.
5. Default in payment
(1) If payment is delayed, our total receivables shall immediately become due in full; we shall be entitled to charge default interest at the statutory rate on the total receivables as of the time when default occurred.
(2) We shall also be entitled to postpone other contractually-agreed deliveries and services or to withdraw from other contracts. The contractual partner shall not have any right of retention on account of any counter-claims, and offsetting against counterclaims shall be excluded unless the counterclaims have been acknowledged by us or are established as final and absolute.
6. Reservation of title
(1) Our deliveries shall be carried out subject to reservation of title pursuant to Sec. 449 of the German Civil Code (BGB). Through the processing of parts we acquire a share in ownership of the processed parts in the amount of the performance provided by us or of the prices agreed for such performance. Should the contractual partner process the parts that are subject to reservation of title, the reservation of title with respect to the parts so processed shall remain in force.
(2) We shall retain (co-) ownership of the delivered goods until all outstanding primary- and subsidiary claims from past and future deliveries have been paid in full. Should the goods be resold, the existing claim shall take the place of the goods; it shall be assigned to us in advance in order to secure our claim. We accept this assignment.
(3) The contractual partner shall be obliged to take all necessary measures to protect our property or our claim. In particular, it shall be obliged to inform us without delay of any access by third parties to the reserved goods or of a claim arising from resale to a third party or of other measures affecting the contractual partner?s own credit-worthiness or that of the purchaser.
7. Notification of defects
The contents of a shipment shall be deemed as conforming to the invoice and free of visible defects for which we are liable, unless the contractual partner informs us of any divergence or asserts defects within 10 days of receipt of the shipment. Any complaints must include a description of the defect, the type of shipment, and the date and number of the packing slip or invoice. Otherwise, Sec. 377 of the German Commercial Code (HGB) shall apply.
Should the goods delivered by us be found to have defects that are covered by a warranty, we shall be entitled, at our option, either to remedy the defect within a reasonable period of time or to provide a replacement. Should we seriously or finally refuse to fulfill the contract or should remedy of the defect or the replacement fail, or should these be unreasonable for the contractual partner, or should we have refused these on account of disproportionate costs, the contractual partner shall be entitled, at its option, to either withdraw from the contract, reduce the price or demand compensation for its futile expenses.
The statutory warranty period shall apply from the time of delivery of the goods.
The value of the goods upon receipt and any lost profits for products made available shall not be insured by us.
(1) We shall be liable in accordance with the provisions of the Product Liability Act or of any other mandatory statutory liability regulations.
(2) Beyond that, we shall be liable only for loss or damage caused intentionally or through gross negligence by us, our legal representatives or vicarious agents, limited to losses that are typically foreseeable for such contracts.
The limitation on liability shall not apply to:
1.) damage from injury to life, limb or health that is due to a negligent violation of an obligation on our part or an intentional or negligent violation of obligation by our legal representatives or vicarious agents,
2.) other damage that is due to a negligent grossly-negligent violation of an obligation on our part or an intentional or grossly-negligent violation of obligation by our legal representatives or vicarious agents,
3.) damage that results from a violation of essential contractual rights and -obligations, i.e. of rights and obligations the fulfillment or which make the execution of the contract possible in the first place and in the observance of which the contractual partner normally trusts and may trust; that result from the nature of the underlying contract and that the contract, by its content and purpose, must specifically assure.
(3) Nos. (1) and (2) shall apply to all claims for compensation, regardless of their legal basis, and particularly for liability for tortious acts.
10. Security Declaration
DOT GmbH is an Authorised Economic Operator (AEO). Suppliers of DOT GmbH guarantee that goods which are produced, stored, forwarded or carried for DOT GmbH, which are delivered to DOT GmbH or which are taken for delivery from DOT GmbH, are produced, stored, prepared and loaded in secure business premises and secure loading and shipping areas and that those goods are protected against unauthorized interference during production, storage, preparation, loading and transport. Furthermore suppliers guarantee that reliable staff is employed for the production, storage, preparation, loading and transport of these goods and that business partners who are acting on behalf of the supplier are informed that they also need to ensure the supply chain security as mentioned above.
11. Partial invalidity clause
Should any provision of this contract be or become invalid, the remaining provisions of the contract shall not be affected thereby. The provision that is or has become invalid shall be replaced by a provision that corresponds to the purpose of the contract.
12. Final provisions
(1) The place of performance for deliveries and services shall be Rostock.
(2) The statutory provisions of the Federal Republic of Germany shall apply. The application of the UN Convention on the International Sale of Goods is hereby excluded.
(3) The place of jurisdiction for all disputes shall be Rostock.
Last revised: July 2011