Terms and Conditions
Terms of Delivery and Payment of BVH Bitumen Vertrieb und Handel GmbH as of March 2017
All contracts with our company are subject to the following Terms and Conditions to the exclusion of any conflicting customer terms and conditions. We are not bound to any other terms or conditions unless otherwise agreed in writing.
1. Conclusion of agreement
Angebote binden uns für längstens vier Wochen und bedürfen nach der Annahme der schriftlichen Auftragsbestätigung, wenn nicht die Bestätigung des Auftrages durch die Ausführung erfolgt. Dies gilt auch für mündlich erteilte Aufträge sowie Änderungen oder Ergänzungen bestehender Aufträge.
Bills shall be assumed due for immediate payment unless otherwise stated on the bill. Statutory provisions shall apply to payment deadlines and default. The time at which payment is credited to our account shall apply to discount for prompt payment. Deductions shall only be permitted on counterclaims that are not disputed or confirmed through litigation.
3. Reservation of title
The goods shall remain our property, and may not be pledged or assigned as collateral until full settlement of the bill (hereinafter referred to as reserved goods). The reserved goods shall be processed on our behalf without commitment on our part; we shall acquire part ownership to goods processed from the reserved goods in accordance with BGB (German Civil Code) §950, §947 et seq. The customer shall assign to us the amount outstanding from the amount charged to a third party on resale of processed reserved goods before or after processing, or goods produced using the reserved goods. We retain full rights of disposal on the assigned amounts outstanding, especially the right to collection of payment, from the outset. The customer may resell the goods in the ordinary course of business and dispose of the resulting accounts receivable as long as it meets its payment obligations subject to the financial value immediately being credited to the customer’s assets. The customer’s right to collect may be revoked at any time, and shall expire if the customer ceases to settle its payments, or out-of-court settlement proceedings or judicial bankruptcy or liquidation proceedings are filed or initiated against the customer. The customer shall inform us immediately and in writing of any such developments. The customer shall on request inform us of the name and address of any third-party debtors and the amounts receivable, and shall comply with its obligations according to BGB (German Civil Code) §402 and §410; in particular, the customer shall supply the necessary documentation for us to collect the receivables. We shall continue to reserve the title to the goods on accepting assignment of the purchase price as long as there are still payments receivable from the customer on the current account. We shall on request release any collateral in our favour from the customer once the value of such collateral exceeds the value of the outstanding claims secured by more than 20%.
4. Delivery periods
a) We shall attempt to comply with specified deadlines. Overstepping a deadline shall not automatically infer default on performance unless otherwise expressly agreed. Compensation claims for late delivery, especially waiting times, shall not be entertained except for cases of wilful misconduct or gross negligence.
b) Deliveries shall be made DDP receiving location unless otherwise agreed in individual contracts. Delivery by road carrier assumes that an unloading point accessible using suitable roads suitable for HGVs. Any additional costs or expenses shall be charged to the customer. The customer shall at its own expense ensure staff and lifting equipment for rapid unloading if the goods are to be delivered by BVH unless it has been expressly agreed that BVH shall unload the goods. The customer shall bear the costs, including HGV parking times, for any delays in unloading.
c) BVH may demand an appropriate down-payment or payment guarantee as a condition for delivery if the customer is in default on payment for previous deliveries, if an application for insolvency proceedings has been filed against the customer, or if the customer has suffered significant deterioration in its financial situation. BVH shall notify the customer in writing that it is asserting this condition.
5. Guarantee claims and compensation
a) BVH may service justified reports of faults by replacing the faulty goods with fault-free goods as subsequent performance in order to satisfy its guarantee obligations. Subsequent performance shall be deemed as failed after two failed attempts at replacement, after which the customer may assert further legal claims.
b) The liability of BVH for damages arising from statutory regulations or these conditions shall be restricted to gross negligence or wilful misconduct. This restriction shall not apply to injury to life and limb. Regardless of the supplier’s culpability, the above shall not affect potential liability of BVH due to fraudulent concealment of a fault in performance, lack of a guaranteed quality, or the assumption of a guarantee or procurement risk according to the German Product Liability Act (Produkthaftungsgesetz).
6. Legal jurisdiction
The law of the Federal Republic of Germany shall apply solely to the legal relationship between the BVH and the customer.
7. Legal and court jurisdiction, place of performance
The place of performance and fulfilment of contracts with BVH shall be Dresden for both parties. The parties agree that jurisdiction for the court of first instance shall be the competent municipal or regional court in Dresden if both parties are acting in a commercial capacity, legal commercial or public entities, or a special fund governed by public law.
Any provisions in these Terms and Conditions of Delivery and Payment that should prove invalid now or in the future shall not affect the remaining provisions.