General terms and conditions of business
BRULA terms & conditions of sale, delivery and payment
Our quotations are subject to change without notice and are non-binding. An order is only accepted once it has been confirmed by ourselves in writing; this also applies to orders placed verbally or over the phone. Any counter-confirmation by our customer requires our express consent in order to become effective.
Circumstances for which we are not responsible that render the delivery impossible or unduly difficult, e.g. force majeure, government actions, industrial unrest - even on the premises of our suppliers - release us for the duration of that impediment or its after-effects from our obligation to supply goods and/or services. These events also entitle us to withdraw from the contract.
In the event of non-delivery or of insufficient deliveries by our upstream contractors, we are released wholly or in part from our delivery obligations. In such cases, we undertake to cede our claims against the supplier to our customer on demand.
The price agreed upon conclusion of contract applies (in our order confirmation). If delivery is made more than 3 months after conclusion of contract, any price increases that have entered into force in the intervening period are added to the agreed price. We assure 30 days of interest-free payment time from the date of invoice, unless otherwise agreed. If the payment target is exceeded on even just one invoice, or if it otherwise becomes apparent that a customer has become insolvent, or if circumstances reduce that customer's creditworthiness, all receivables become due for payment immediately, including those that would not yet normally be due.
Payments must always be made by interbank transfer to the bank account named on the invoice. Invoice amounts, unless otherwise agreed, generally fall due within 10 days of the date of invoice, with 2% prompt payment discount, or within 30 days, net. Payments are only legally valid if they quote the invoice number and invoice amount, and are made directly to our address or to one of the bank accounts stipulated by ourselves. Prompt payment discounts are not extended to invoices for assembly, after-sales service and other services. Instead, these invoices must be paid immediately and without any deductions.
The customer is only entitled to offset our invoices against counter-claims that are not disputed by ourselves, or that have been legally established, and he cannot exercise a right of retention founded upon the same contractual relationship. The applicable rate of sales tax (VAT) is added to the invoice amount and is disclosed openly.
Negotiable instruments and cheques cannot be issued as payment, and are only considered as forms of payment once cleared funds are available on our account. In exceptional cases, we reserve the right to decide on a case-by-case basis whether or not to consider negotiable instruments as forms of payment. In such cases, any costs and charges incurred are billed to the customer. When payment is made in the form of negotiable instruments and in the case of partial payment contracts, no prompt payment discount is provided. We are only liable for damages incurred by the customer resulting from non-timely presentation of negotiable instruments in the event of gross culpability. Only our payroll staff with full power of attorney are authorised to receive payments on behalf of our company.
If a customer exceeds a payment due date, that customer is then in payment arrears. When the consequences of arrears enter into effect, the amount owed then has interest charges applied to it at the standard bank rate, applicable from the original due date for payment. We also reserve the right to refuse to continue with contractual fulfillment and to demand compensation arising from that non-fulfillment. This also applies in cases where the customer ultimately refuses to pay the purchase price, or fails to honour agreed payments by instalment arrangements.
Dispatch - including within the same shipment location - takes place at the cost and risk of the customer, even if the goods are transported using our own vehicles. In the event of freight-free delivery, the customer also bears the risk. We select the type of dispatch unless the customer has issued special instructions. If dispatch or delivery is delayed at the wish of the customer, the risk nonetheless is transferred to the customer from the date of supply readiness and this applies throughout the duration of the delay. Transport insurance is only taken out at the express wish of the customer, and at the customer's cost.
The supplied goods must be inspected when they arrive on location. Visible defects and any incorrect and/or incomplete delivery must be reported immediately and within no more than 2 working days of receipt of the goods, and this report must be submitted in writing. If the customer fails to issue this report, the goods are then deemed to have been approved. In the event of defects that cannot be detected immediately, notification must be provided immediately after their detection. If the defect-related complaint is justified, and if we recognise that the goods supplied are indeed defective, this does not entitle the customer to reduce the purchase price nor to make compensation claims. Instead, the customer is only entitled to remedial action and/or to replacement of the delivery item(s) free of charge. If that remedial action and/or replacement delivery fails, the customer is then entitled to demand a reduction in the purchase price.
When supplying technical appliances of all kinds, with regard to liability for defects, the terms and conditions of business of the supplier or manufacturer shall apply in all cases and these are provided to our customers on demand for reference purposes. In this case, the customer is obliged in the first instance to press for warranty claims to be met in an out-of-court settlement. We only become liable for defects if the third party rejects fulfillment of the warranty claims applied by the customer, or is not in a position to fulfill them. Warranty cover does not extend to damage caused by bad weather nor to all forms of damage resulting from an inadequate chimney system, natural wear and tear, the failure of seals, rust, chemical or electrical factors, culpably incorrect or unprofessional treatment, excessive stresses or destruction resulting from violent treatment. In terms of the warranty periods, the legislative provisions of the German Civil Legal Code apply (Bürgerliches Gesetzbuch der Bundesrepublik Deutschland).
Until payment has been made in full against all receivables, even those relating to future deliveries of goods and services to the customer, the supplied goods remain our property. This also applies to cases where the purchase price was only paid by the customer for defined and specially designated deliveries of goods or services. With current invoices, the retention of title only applies to the balance on our receivable. When goods supplied by us are used by the customer in conjunction with other goods that do not belong to us, we are entitled to co-ownership based on a pro rata proportion of the invoice value of our retained goods or, in the absence of an invoice figure, we retain title to the main item at its current value; accordingly, the main item is stored on our behalf free of charge by the customer, who must apply the due diligence of a careful businessman.
The customer is entitled to sell the goods for which title is retained or to install them on third-party premises in the course of normal business, provided that the customer is not in payment arrears at the time of so doing. The customer is prohibited from entailing the goods in any other manner, including the use of them as collateral or security. If the customer sells or processes the goods supplied by us, or installs them in third-party premises, he cedes to us at this time, and up until all claims from our business relationship with him have been settled in full, the resultant receivable to the value of the invoice figure for our reserved goods, plus any business profit he may make together with all ancillary rights to the customer together with all other goods to which we do not hold title, sold, processed or installed, where the cession of the receivable shall correspond to the invoice value for our retained goods plus the customer's share of business profits up to the value of the other material processed.
Despite ceding this title, and until further notice, the customer is entitled to call in receivables, with this action being revocable at any time. However, the customer is obliged with immediate effect to transfer the revenues to us as soon as receivables fall due. However, the authorisation to call in funds by the customer does not affect our entitlement to call in funds. However, we shall not ourselves call in the ceded receivables provided that the customer continues to meet his payment obligations to ourselves in a timely and proper fashion. When we so demand, the customer is obliged to notify us of third party debtors for the ceded receivables and to notify his customers that he has ceded receivables to us, and is further obliged to furnish us with the information and documentation needed by us to substantiate our entitlement to the ceded receivables from those customers. For our part, we are entitled at any time to notify the third-party debtors that we have acquired the receivables.
We commit, on demand from the customer, to release fully paid-up securities of our choice whenever and to the extent that their value exceeds by more than 20 percent the value of securities to which we are entitled in accordance with the existing provisions to meet our securitisable Claims.
The customer is obliged to notify us immediately, and where necessary by telegram, of assignments, pledges or other impairments and/or third-party access rights to the goods belonging to us, and to transmit to us any documents required by us to apply our rights. Once the consequences of payment arrears enter into force, and in particular in the case of insolvency, liquidation or bankruptcy proceedings, our prior consent is required before the goods belonging to us, or and receivables assigned to us by way of compensation, can be disposed of. On demand, the customer is obliged to disclose inventories and the whereabouts of goods that have not been paid for, or to provide accounts for outstanding items and incoming items in their place. The goods supplied on the basis of retained title can be recalled by ourselves at any time, always at the cost of the customer. In the event of the return of our property causing either party to withdraw from contract, we shall declare this openly.
Place of fulfillment and court of jurisdiction for all disputes, including for cheque-related liabilities is: D - 87471 Durach.
The general terms and conditions of our customers only apply if these have been expressly recognised by ourselves. If differing terms and conditions are named in the order, these shall only be binding up us if we notify the other party of our express consent in writing.
In the event of individual provisions of this contract ceasing to be valid, this shall not affect the validity of the remaining provisions.