POLO Filter-Technik Bremen GmbH
Conditions of Sale and Delivery
1.1 All quotes are prepared based on the following terms and conditions. They shall be deemed to be accepted by placing the order or accepting the delivery. Any deviating terms and conditions prepared by the Customer that we do not expressly accept in writing shall not be binding for us, even if we do not expressly object to them.
1.2 Minor deviations from the documents contained in our printed materials (such as dimensions and weights, illustrations and descriptions) are permissible, unless the documents have been expressly designated as binding by way of exception.
1.3 We reserve the right of ownership and (if applicable) copyright to illustrations, drawings, sketches and other documents. They may neither be duplicated nor made accessible to third parties without our approval and must be returned to us immediately on request.
2.1 An order is accepted when it has been confirmed by us in writing or when we have started executing the same. Amendments, modifications or verbal side agreements must be confirmed in writing by us to be valid.
2.2 The Customer is liable for the accuracy of the documents they are to supply, such as drawings, gauges, samples, etc. Verbal information about dimensions, etc., must be confirmed in writing. Samples are supplied against payment.
3.1 The delivery time shall only be deemed to be approximately agreed. It shall commence with the dispatch of the documents, releases, and prior to receipt of an agreed advance payment. The delivery period shall be deemed to have been complied with if, by the end of the same, the delivery item has left our factory or notification has been issued of the goods being ready for dispatch.
3.2 Unforeseen events beyond our control (e.g. operational disruptions, delayed performance by sub-suppliers, delays in the delivery of essential raw materials, the effects of industrial action, etc.) shall extend the delivery period.
3.3 We reserve the right to make part deliveries at the Customer’s expense.
3.4 Our order confirmation shall be decisive for the scope of delivery. We reserve the right to deviate from the order quantity by up to +10% due to production or packaging.
4.1 Prices are quoted in EURO (€) ex-works or ex-shop at our discretion and do not include packaging, freight, postage and value insurance. The same applies to agreed part deliveries and express deliveries. Packing and shipment shall be performed to the best of our judgement.
4.2 Value-added tax is added to the prices in the respective amount.
4.3 The list prices valid on the day of delivery shall apply, unless the delivery period is shorter than 4 months. In this case, the list prices valid on the day of the order confirmation shall apply.
5.1 If no special payment terms have been stipulated in our quotes or order confirmations, the following shall apply:
5.2 Payments are to be made net in € free of charges within 30 days of the invoice date. We grant a 2% discount if payment is made within 10 days, on amounts below €100 net. Repair invoices and invoices for contract work shall be paid without any deductions. In the event of late payment (also in the case of deferral), interest at a rate of 3% above the discount interest rate published by Deutsche Bundesbank shall be charged for the interim period without any need for a notice of default. Payments shall, in each case, be credited against the oldest debt and first against costs and interest.
5.3 In the case of orders with a purchase value exceeding €50,000, the following shall be deemed to have been agreed: 1/3 advance payment on receipt of our order confirmation, 1/3 immediately after delivery or on receipt of the invoice, and the remainder 30 days after the invoice date.
5.4 Withholding of payments or offsetting against any of the Customer’s counterclaims that we dispute is not permitted.
5.5 If we become aware of grounds that give rise to justified doubts as to the Customer’s further compliance with their proper payment obligations (e.g. conciliation proceedings, imminent suspension of payments, etc.), we shall be entitled to withhold deliveries that have not been made yet and to withdraw from further fulfilment of our contractual obligations. This does not release the Customer from their obligations arising from the parts of the contract we have already fulfilled.
6. Representatives power to collect
6.1 Our representatives do not have power to collect.
7 Reservation of ownership
7.1 The delivered items, plus accessories and any subsequent deliveries, shall remain our property (notwithstanding the transfer of risk) until the full price has been paid or until all our claims have been settled, even if the purchase price for specially designated items has been paid. The reservation of ownership is also agreed for all claims arising in connection with the purchased item. The reservation of ownership does not expire if the claims to be safeguarded are included in an open account together with other claims; recognition of the outstanding balance is, in this case, ineffective unless we have expressly waived separate treatment of the claims.
7.2 As long as the reservation of ownership exists, the purchased items or individual parts thereof may not be sold, pledged, transferred by way of security, leased or otherwise surrendered without our written consent.
7.3 If the sold item is claimed in any way by a third party (particularly if it is seized), the Customer is obligated to inform the enforcement officer of our right of ownership and to notify us of this immediately, enclosing the seizure report. All court and out-of-court costs incurred for the removal of seizures and the recovery of the delivered item shall be reimbursed by the Customer.
8. Shipment / transfer of risk
8.1 Shipment shall be for the account of and at the risk of the recipient; the latter shall also apply if carriage paid delivery has been agreed. Transport insurance shall only be taken out on the instruction of and at the expense of the Customer.
8.2 If dispatch is delayed due to circumstances beyond our control, the risk shall pass to the Customer on the day that the goods are ready for dispatch on.
8.3 If the order is associated with special quality specifications, acceptance by the Customer must take place in our factory immediately after notification of readiness for dispatch. If the Customer fails to accept the delivery, the goods shall be deemed to have been delivered in accordance with the conditions when they leave the supply factory or the warehouse.
9. Liability for defects
9.1 We shall only be liable for construction or execution errors that we are responsible for. The duty of replacement extends to uncharged repair or delivery of faultless replacement parts, to the exclusion of further warranty claims by the Customer. The warranty consists of subsequently improving the defective item. If subsequent improvement ultimately fails, the Customer may demand a reduction of the purchase price.
9.2 We must be notified of the discovery of defects in writing and without delay; however, in the case of recognisable defects, we must be informed at the latest within 10 days of acceptance, and in the case of non-recognisable defects, without delay after they have become recognisable.
9.3 The warranty period is 24 months in single-shift operation, 12 months in two-shift operation and 6 months in multi-shift operation. This does not apply to the electronic components. A warranty period of 12 months applies to the same, even in single-shift operation. The warranty period commences on the day that the goods leave our factory.
9.4 Liability for defects does not apply to natural wear and tear, nor to damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating equipment, defective construction work, unsuitable building ground and such chemical, electrochemical or electrical influences that are not assumed under the contract.
9.5 Any improper modifications and repair work carried out by the Customer or third parties shall invalidate any liability for the resulting consequences.
9.6 The warranty period shall be 3 months for subsequent improvements and 6 months for replacement deliveries or replacement services. It shall run at least until the expiry of the original warranty period for the delivery item. The period for liability for defects shall be extended by the duration of the business interruption that occurs because subsequent improvements, replacement deliveries or replacement services become necessary for those parts that cannot be operated expediently because of the interruption.
10. Place of performance: Bremen
11. Place of jurisdiction
11.1 For deliveries within Germany: Bremen
Should any of the above provisions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. An invalid provision shall be replaced by a provision that reflects as closely as possible the intended economic purpose by way of supplementary interpretation of the contract.
The relevant statutory provision shall apply if necessary.
POPR-99 Last updated: 09/2016