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GBC

I. General

1. Our deliveries, services and quotations are provided solely on the basis of the following conditions. Customer Business and Purchasing Conditions are certainly not part of any contract. 

2. Any deviations from these Business Conditions are only valid if we have confirmed them in writing.

3. The following Sales and Delivery Conditions also apply to business transactions with non-commercial customers, unless contradicted by compulsory statutory provisions.


II. Deliveries

1. Quotations from COMPAD are without obligation. A contract is only legally effective if the customer's order has been confirmed in writing.

2. If delivery is delayed by unforeseeable circumstances - for example by an Act of God, strike, traffic hindrances or impediments with subcontractors - then the delivery deadline is extended accordingly. If the subcontractor fails completely, COMPAD can withdraw from the delivery obligations.


III. Prices

1. Unless agreed otherwise elsewhere, the prices stated in our quotations are valid for 30 days from the quotation date, plus the value added tax in the amount applicable on the day of delivery.

2. Unless agreed otherwise, the prices are to be understood ex delivery works or warehouse, without packaging and shipping costs.


IV. Transfer of risk

The customer bears the transport risk for all shipments, including any possible return shipments.


V. Guarantee and liability

1. COMPAD is liable without restriction for wilful intent and gross negligence. COMPAD's liability is disclaimed in cases of malfunctions caused by simple negligence and in cases of pre-contractual or secondary infringements, unless essential obligations are infringed which must be fulfilled in order to attain the contractual purpose. In this case, liability is restricted to compensation for foreseeable damage. Otherwise liability is based on the statutory regulations.

2. Deliveries by COMPAD are to be checked on arrival. Non-commercial customers must report obvious faults within two weeks in writing, stating the delivery note or invoice number, otherwise any guarantee claims are precluded. The procedure for commercial customers is subject to §§ 377, 378 German Commercial Code.

3. COMPAD is liable for defects in the merchandise within the scope of statutory guarantees. The customer can only demand a reduction in the price or withdraw from the contract if he has already given COMPAD the chance to remedy the fault by repairs or replacement delivery.

4. At COMPAD's request, the customer is obliged to return the merchandise for repairs. The merchandise must be packed properly, preferably in the original packaging. COMPAD pays the costs of return shipment if the defect should be confirmed, otherwise the customer pays these costs.

5. Insofar as COMPAD performs any repairs or makes replacement deliveries as a sign of goodwill, the customer pays the shipment costs. If the customer insists on his statutory guarantee, then he must reject the goodwill offer without delay.


VI. Payment

1. Unless otherwise agreed, the purchase price is to be paid within 14 days of the invoice date without any deductions. The purchase price can only be offset from any counterclaims if these counterclaims have been confirmed in court or are undisputed. Agreed discounts can only be deducted on condition that the current account shows a positive balance respectively no claims exist from earlier deliveries.

2. The commercial customer owes interest after the due date (§ 353 German Commercial Code) and the non-commercial customer owes interest on use after receipt of the goods as per § 452 German Civil Code. If COMPAD grants an extension on the payment period, then interest is to be paid on the deferral. The rate of interest for interest after the due date, interest on use, interest on the deferral and default interest amounts to 2% over the corresponding discount rate of Deutsche Bank, but at least the statutory interest rate. 

3. If a customer is more than one month in arrears in fulfilment of one or several accounts payable to COMPAD amounting to min. € 500, then all accounts payable to COMPAD are due for immediate payment. Any agreed deferrals terminate automatically. The same applies when the customer ceases to make payments, is in excessive debt or an application has been made to open composition or bankruptcy proceedings on his assets.     


VII. Retention of ownership

1. The merchandise remains COMPAD's property until the purchase price has been paid. 

2. Insofar as the customer fulfils his payment obligations to COMPAD, he is only entitled to resell the delivered products as part of his normal business operations after agreeing to impose a corresponding retention of ownership clause on his customers in order to safeguard retention of ownership for COMPAD. Pledging or assignment as security is not allowed.

3. The commercial customer assigns his claims arising from the resale of the conditional merchandise and his business relationship with his customers in the context of resale to COMPAD now at this present moment in time, including corresponding claims from bills of exchange with all secondary rights. If the value of the security exceeds the amount being secured by more than 20%, then COMPAD is obliged to release corresponding securities, in COMPAD's choice and free discretion.  

4. If the prerequisites for accelerated due dates are fulfilled, then the purchaser's possession rights are also terminated. COMPAD is entitled to collect the conditional merchandise and keep it safe. The purchaser can recover his possession rights by paying the outstanding amount. COMPAD is also entitled to withdraw from the contract for as long as the purchaser is in arrears. Collection of the conditional merchandise does not count as withdrawal from the contract, notwithstanding § 5 AbzG (Law Relating to Deferred Payment Sales). The purchaser may not refuse collection with force. He waives any objection for forbidden unlawful interference now already at this point in time. If COMPAD can demand damages for non-performance, then COMPAD is entitled to sell or auction the collected conditional merchandise on the open market. The proceeds are offset from the damages claim.

5. The purchaser must inform COMPAD immediately in writing of any third-party access to the conditional merchandise or to the claims assigned to COMPAD and provide COMPAD with all conceivable support in its intervention. The purchaser shall pay all resulting costs.   


VIII. Export regulations

In the event of export of the product, the customer will comply with the German and American export regulations, and draw his customers' attention to the fact that in the event of export, the German and American export regulations must be observed.   


IX. Customs formalities

If deliveries are performed with customs duties unpaid at the customer's request, the customer is liable to COMPAD for any subsequent demands from the customs authorities.     


X. Place of fulfilment and jurisdiction

Freiburg is the place of fulfilment for commercial persons, public law bodies and special public law funds, and sole place of jurisdiction for all disputes arising from the business relationship. This also applies to all disputes arising from bills of exchange and cheques.    


XI. Miscellaneous

The purchaser requires written approval from COMPAD in order to transfer the rights and obligations resulting from the contract to third parties.