General Terms and Conditions of GSO German Sports Optics GmbH & Co. KG
1. Application, Written form
(1) These General Terms and Conditions of Business ("the Terms") apply to all contracts (“Contract”), including but not limited to sales contracts regarding sale and/or delivery of movable assets (“Goods”), between GSO German Sports Optics GmbH & Co. KG, Wilhelm-Loh-Straße 1, 35578 Wetzlar, Germany (“GSO”) and our customer (“the Purchaser”) no matter if the Goods were manufactured by GSO or resold from a third party manufacturer (Sections 433, 650 of the German Civil Code – “BGB”). The Terms apply only if the Purchaser is an entrepreneur (Sec. 14 BGB), a legal person of public law or a public law special fund.
(2) These Terms apply exclusively; general terms and conditions of the Purchaser do not apply even if the Purchaser has expressly referred to them in his order and GSO delivers the goods without an express rejection of those general terms and conditions.
(3) The Terms apply as amended from time to time as a framework including for future purchase agreements with the same Purchaser without our having to refer to them again in each case. We will inform the Purchaser event without undue delay of changes to our Terms.
(4) Individual agreements including trading clauses take priority over the Terms. As regards the content of such agreements, to the extent that they are not confirmed together with the Terms, a written contract or our written confirmation shall be decisive. International trading clauses are to be interpreted in case of doubt in accordance with the Incoterms of the International Chamber of Commerce in Paris (ICC) in the version valid at the time of the conclusion of the Contract.
(5) References to the application of statutory provisions have only clarifying significance. Even without such clarification, the statutory provisions apply unless directly changed or explicitly excluded in these Terms.
(6) Legally significant declarations and notices given by the Purchaser after the conclusion of the Contract (e.g. setting deadlines, objections, notices of defects, declarations of rescission or price reduction) require to be declared in writing, which includes written or text form (e.g. letter, fax or e-mail) for their validity. Mandatory statutory form requirements and further proof of identity in case of any doubt about Purchaser’s identity shall remain unaffected.
2. Conclusion of Contract
(1) Our offers are, unless otherwise stated, free and nonbinding. This applies even if we have provided the Purchaser with catalogues, technical documentation (e. g. drawings, plans, calculations) product specifications, operating and assembly instructions or other documents – even in electronic form or through the internet – over which we reserve all ownership and copyright. The written order of the goods by the Purchaser is deemed to be a binding offer to conclude a contract which unless, otherwise provided, remains valid for at least 10 days.
(2) On written order confirmation or delivery of the goods by us, a binding purchase Contract comes into force. This also applies if the order confirmation contains minor deviations or deviations usual in the trade from the order. Such deviations are deemed to be approved if and to the extent that the Purchaser does not object to them. Insofar as the order and the order confirmation correspond, the Purchaser has no right to object.
3. Delivery, Place of Performance, Passing of Risk
(1) Unless otherwise agreed, the delivery is EXW GSO German Sports Optics GmbH & Co. KG, Wilhelm-Loh-Straße 1, 35578 Wetzlar, Germany (INCOTERMS 2010) which is also the place of performance for the delivery and any subsequent performance. The delivery will be made by the delivery method agreed to the agreed address. If no delivery method is agreed, it will be decided by us.
(2) The dispatch of the goods is at the costs and risk (destruction, deterioration and delay) of the Purchaser. If the dispatch is delayed on grounds for which we are not responsible the risk passes to the Purchaser at the time notice of readiness for dispatch is issued. The statutory passing of risk due to default of acceptance and other rights following for us from the default of acceptance (e.g. for reimbursement of storage costs or other additional expenditure) remain unaffected.
(3) If it is reasonable for the Purchaser, we are entitled to make partial deliveries.
4. Delivery Date, Non-Availability of the Goods, Delay in Delivery
(1) The delivery period will be agreed individually or stated by us in the order confirmation. The delivery period will not begin in any event prior to the clarification of all details of the contract and the provision of all licenses and certificates necessary for the performance of the contract (e.g. weapon trading or import license) by the Purchaser.
(2) If we cannot comply with the binding delivery period on grounds for which we are not responsible (non-availability of the goods), we inform the Purchaser thereof without undue delay stating the reason for the delay and stating a new anticipated delivery period as the case may be. If the goods are no longer at all available or not available within the new delivery period, we are entitled to rescind the contract in whole or in part. In that case, we will return without undue delay to the Purchaser consideration already provided. Non-availability of the goods arises in particular if we have not received supplies in time from our suppliers, if neither we nor our suppliers are at fault or if we were not obliged to procure the supplies from the outset, as well as in cases of force majeure. The rights of the Purchaser in the event of delay in delivery remain unaffected.
(3) The conditions of delay in delivery are determined according to the statutory provisions but in all cases written warning by the Purchaser is required. If we fall into delay in delivery, the Purchaser can demand lump sum compensation for the damage due to the delay. The lump sum compensation shall be for each completed calendar week of delay 0.5% of the net price (by its delivery value) of the goods delivered with delay, in total, however, at most 5% of the delivery value of the contract. We remain entitled to prove that the Purchaser has suffered no loss due to the delay or only a considerably lesser loss than the above-mentioned lump sum figures. In addition, the Purchaser has, in the case of our delay in delivery, the rights according to the statutory provisions, i.e. to rescind the contract usually after the expiry of a reasonable period set by him without success.
(4) Claims of the Purchaser for compensation in place of performance according to Clause 10 and our statutory rights in particular on the exclusion of the obligation to perform (e. g. because of impossibility) remain unaffected.
Current State April 2019