Terms & Conditions
GENERAL TERMS OF SALE AND DELIVERY OF GROSSMANN UHREN GMBH, DE-01768 GLASHÜTTE
SCOPE OF APPLICATION
1. These General Terms of Sale and Delivery shall apply to all offers, sales and deliveries by Grossmann Uhren GmbH, Glashütte (hereinafter shortly „Grossmann“) present or in the future as long as the purchaser is a businessman according to the German Civil Code (BGB). All other general business terms which Grossmann has not approved in writing shall neither be accepted by Grossmann nor oblige Grossmann, even if Grossmann has not objected such general business terms immediately after receipt.
2. Purchaser’s orders shall be deemed as accepted when and after Grossmann has issued a confirmation of order in writing. If no written order confirmation is issued, the order shall be deemed as accepted with the shipment of the products. Our order confirmation resp. the delivery itself shall be decisive for the scope of the delivery. Any changes or side-agreements concerning purchaser’s orders shall only become effective after we have confirmed it in writing.
3. The prices as listed in our relevant price list shall be valid, including packaging and shipping costs, excluding the relevant VAT. If our order confirmation contains a different price, this price shall be valid.
4. All retail prices for our products mentioned in our price lists or elsewhere shall only be for the sake of the purchaser’s orientation. They are merely recommended prices.
PAYMENT AND DELIVERY TERMS – FORCE MAJEURE
5. The payment and delivery terms as mentioned in our order confirmation shall apply especially the INCOTERMS, payment, delivery and transportation terms mentioned.
6. We are entitled to partial deliveries. All dates of delivery mentioned in our order confirmation are non-binding unless we expressly confirm a specific date as being „binding“ in writing.
7. We are released from our obligation of delivery in case of acts of God, disruption of production, strikes or other hindrances having an influence on our or our supplier’s production which cannot be attributed to Grossmann for the duration of such hindrances.
LATE DELlVERY / DEFAULT
8. If the purchaser is more than 30 days late with his payment or if the purchaser refuses acceptance of products (delay of acceptance), all of our claims become payable immediately. The same shall apply if we get notice of circumstances being appropriate to reduce the purchaser’s credit worthiness according to Grossmann’s best judgement. Additionally, Grossmann has the right to stop any further deliveries if purchaser is in delay with payment for more than 30 days.
9. Grossmann is entitled to claim interest in case of purchaser’s payment default in the amount of 1% of the open payment per months (resp. proportionally per day of payment default). Additionally Grossmann is entitled to claim full compensation of the costs for the extrajudicial enforcement of law (especially all attorney’s costs and costs for collection letters) as well as compensation for Grossmann’s own costs and costs of a debt collecting agency.
WARRANTY AND OBLIGATION OF MAKE A COMPLAINT
10.We warrant that our products are free of defects according to the following provisions: We remedy any defect at our own discretion by either repairing the defective product or delivery of a new product. In both cases the purchaser has to send to defective product back to Grossmann. If repair or delivery of a new product fails twice for the same reason, purchaser has the right to reduce the purchase price in a reasonable way. Purchaser shall at no time have the right to cancel the contract.
11. Purchaser shall inspect the products immediately after receipt if they have any defects. Any imperfections of the quality and/or of the completeness of the shipment (including wrong delivery and/or loss of delivery as well as any defects of the products which may be discovered in the ordinary course of business have to be brought to Grossmann’s attention in writing within five (5) days after receipt of products (Complaint). Failing this the delivery shall be deemed as approved without reservations. Purchaser’s obligation of complaint shall apply irrespective of purchaser’s other obligations towards the transport company. In case of damage or loss during transport purchaser shall present a formal damage report within the legal and/or contractual time limits valid at the place of destination.
12. We do not accept any sending back of products if the complaint is unfounded. All costs for the shipment shall be borne by the purchaser in such a case.
CUSTOM MADE PRODUCT AND JEWELRY WATCHES
13. Grossmann produces custom made watches on purchaser’s request as e.g. jewelry watches or makes special engravings on purchaser‘s demand. For such special products the individual agreements between Grossmann and the purchaser shall prevail these General Terms of Sale and Delivery which shall be applicable complementarily.
RESERVATION OF TITLE
14. All products delivered remain in Grossmann’s sole property until fully paid (hereinafter also referred to as „products under reservation of title“). Nonetheless, the purchaser may resell the products under reservation of title in the course of ordinary business. Grossmann may revoke the permission of resale if the purchase is late in payment of his invoices or if Grossmann gets notice of circumstances being appropriate to reduce the purchaser’s credit worthiness according to Grossmann’s best judgement. Grossmann may take hold of the products under reservation of title at any time in case purchaser is in default of payment. In such a case purchaser shall send the products under reservation of title back to Grossmann at first request.
15. We accept liability according to the legal requirements of the governing law insofar as the purchaser claims damages based on our culpable behaviour including that of our auxiliary staff and regal representatives and – additionally – our behaviour results in damages to life, body or health.
16. We also accept liability for damages resulting from our or our auxiliary person’s or legal representative’s intentional or gross negligent violation of customer’s objects or property.
17. Insofar as we (or our auxiliary staff or legal representatives) violate an essential contractual obligation – i.e. an obligation being vital for the performance under this contract – merely negligently, our damage compensation obligation is limited to the reasonably foreseeable and typically occurring damage. We do not accept any liability for slight negligent violation of contractual obligations, insofar as we do not violate obligations which are essential for the performance under this contract (“Kardinalpflichten”).
18. Any further liability, particularly on account of lost profit or other damages such as punitive or exemplary damages, shall explicitly be excluded unless we act with malice intent or gross negligence.
SUSPENSION OF DELIVERIES / TERMINATION OF CONTRACT
19. In case the purchase violates any obligations of the existing agreement between the Parties or any provisions of these General Terms of Sale and Delivery Grossmann is entitled to hold back all outstanding deliveries until the non-contractual situation is removed.
20. After termination of the agreement between the Parties, Grossmann may limit the value of orders which it accepts or even reject such orders at Grossmann’s own discretion. Grossmann is entitled to link the acceptance of new orders with full payment of the purchase price at the time of receipt of such order as well as the previous payment of all outstanding invoices and credits.
21. The purchaser agrees that Grossmann processes and uses data concerning the purchaser on the basis of the governing data protection rules which Grossmann receives due to the regular business relation of the Parties. Grossmann may forward such data to affiliated companies and Grossmann’s business partners.
APPLICABLE LAW AND PLACE OF JURISDEICTION
22. Place of Performance for all deliveries and performances is Glashütte/ Saxony, Germany.
23. These General Terms of Sale and Delivery as well as all contractual relations between the purchaser and Grossmann shall be exclusively governed by German substantive law. The Convention on the International Sale of Goods (Vienna Convention of 1980) shall be excluded.
24. Place of Jurisdiction shall be Dresden (Germany). Additionally, Grossmann is entitled to take the purchaser to court at its domicile/residence.