ODIN Schiffsausrüstung GmbH - Terms and conditions

Terms and conditions

General terms of delivery and payment of the company
ODIN Schiffsausrüstung GmbH
Am Fernsehturm 5
27619 Schiffdorf

I. Scope

1. The following terms of sale shall apply to all contracts concluded between our customers and us for the supply of goods. They shall also apply to all future business relations, even if they are not expressly agreed upon once again. Deviating terms and conditions of the customer, which we do not explicitly acknowledge, shall not be binding for us, even if we do not expressly contradict them. The following terms of sale shall also apply if we execute the customer's order without reservation, despite being aware that the customer has contradictory or deviating conditions.

2. In the contracts, all agreements that were made between the customer and us to execute contracts of sale shall be set out in writing.

II. Offer and conclusion of contract

1. A customer's order, which shall be qualified as an offer to conclude a purchase contract, must be made no later than four working days before the delivery date. The day of delivery shall not count in this lead time. After an order has been received, a written order confirmation shall be made.

2. Our offers shall be non-binding, unless we have expressly designated them as binding.

III. Terms of payment

1. Our prices always include packaging. A deposit in the returnable system (bottles and other containers) will be charged separately. Our prices do not include VAT. We shall show these separately in the invoice at the statutory rate on the day of invoicing.

2. A discount shall only be allowed in a separate written agreement between us and the customer. The purchase price shall be payable net (without deduction) immediately upon receipt of the invoice by the customer, if no other term of payment is stipulated in the order confirmation. A payment shall be considered made when we can dispose of the amount.

3. If the customer is in default of payment, the statutory provisions shall apply.

4. The customer shall be entitled to offset, even if complaints or counterclaims are asserted, only if the counterclaims have been legally established, recognised by us or are undisputed. The customer shall only be entitled to exercise the right of retention, if his counterclaim is based on the same contract relationship.

IV. Delivery and performance time

1. Delivery dates or deadlines shall be binding according to the given order confirmation.

2. However, where the underlying purchase contract is considered a fixed transaction within the meaning of § 286 para. 2 No. 4 of the German Civil Code or § 376 of the German Commercial Code, we shall be liable in accordance with the legal regulations. The same applies if the customer is entitled to invoke the cessation of interest in the further fulfilment of the contract as a result of a delay in delivery for which we are responsible. In this case, our liability shall be limited to foreseeable, typically occurring damage, if the delay in delivery is not the result of an intentional breach of contract for which we are responsible, whereby any fault of our representatives or vicarious agents shall be deemed to be attributable to us. We shall also be liable to the customer for late delivery in accordance with the statutory provisions, if this is due to a wilful or grossly negligent breach of contract for which we are responsible, whereby any fault of our representatives or vicarious agents shall be deemed to be attributable to us. Our liability shall be limited to foreseeable, typically occurring damage, if the delay in delivery is not the result of an intentional breach of contract for which we are responsible.

3. Otherwise, in the case of a delivery delay attributable to us, for each full week of the delay, the customer shall be entitled to claim a fixed compensation in the amount of 3% of the delivery value, but not more than 15% of the delivery value.

4. Any further liability for delay in delivery attributable to us shall be excluded. Further legal claims and rights of the customer, to which he is entitled in addition to the claim for damages due to a delay in delivery attributable to us, shall remain unaffected.

5. We shall be entitled to make partial deliveries and perform partial services at any time, insofar as this is reasonable for the customer.

6. If the customer comes into default of acceptance, we shall be entitled to demand compensation for the resulting damages and any additional expenses. The same applies if the customer culpably violates obligations to cooperate. With the occurrence of default of acceptance or debtor default, the risk of accidental deterioration and accidental loss shall pass to the customer.

V. Transfer of risk - Shipping/Packing

1. The goods shall be regularly delivered by us at the specified port of loading on board the river cruise ship/ocean-going vessel of the customer. The stowage on board shall be the customer's responsibility.

2. In accordance with the provisions of the Packaging Ordinance, we do not accept returned transport packaging and all other packaging, with the exception of pallets. The buyer shall be responsible for disposal of the packaging at his own expense.

VI. Warranty/Liability

1. The customer shall be entitled to file warranty claims if he has fulfilled his obligations to examine the goods and provide notification of defects in accordance with § 377 of the German Commercial Code.

2. In case of legitimate complaints, we shall, to the exclusion of the rights of the customer, be obliged to withdraw from the contract or reduce the purchase price (reduction) or to grant a replacement. The customer shall grant us a reasonable time for replacement. If the replacement delivery fails, the customer may, at his discretion, demand a reduction of the purchase price (reduction) or withdraw from the contract. The customer can only assert claims for damages due to the defect under the following conditions if the replacement delivery has failed. The customer's right to assert further claims for damages under the following conditions shall remain unaffected.

3. The warranty claims of the customer shall expire one year after delivery of the goods to the customer, except where we have fraudulently concealed the defect, in which case legal regulations shall apply.

4. Regardless of the above and following limitations of liability under the statutory provisions, we shall be liable for damage to life, body or health caused by a negligent or wilful breach of duty by us, our legal representatives or our vicarious agents, as well as for damages covered by liability under the Product Liability Act. For damages that are not covered by sentence 1 and that are based on intentional or grossly negligent breach of contract and bad faith by us, our legal representatives or our agents, we shall be liable in accordance with legal regulations. In this case, however, the liability for damages shall be limited to foreseeable, typically occurring damage, insofar as we, our legal representatives or our vicarious agents have not acted deliberately. To the extent that we have provided a quality and/or durability warranty of the goods or parts thereof, we shall also be liable under this warranty. We shall only be liable for damages based on the lack of guaranteed quality or durability, but which do not directly affect the goods, if the risk of such damage is clearly covered by the quality and durability warranty.

5. We shall also be liable for damages we cause through simple negligent breach of such contractual obligations, the fulfilment of which is essential to the proper execution of the contract and on which the buyer relies and may rely. However, we shall only be liable if the damages are typically associated with the contract and are foreseeable.

6. Any further liability shall be excluded, regardless of the legal nature of the asserted claim. This shall particularly apply to tort claims or claims for reimbursement of wasted expenditure in lieu of performance; our liability shall be unaffected hereby in accordance with Section IV no. 2 to Section IV, para. 4 of this contract. Insofar as our liability shall be excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

7. Claims for damages by the customer due to a defect shall expire one year from the date of delivery. If we, our legal representatives or our vicarious agents have caused injury to life, body or health, or if we or our legal representatives have acted intentionally or with gross negligence, or if our vicarious agents have acted wilfully, the statutory period of limitations shall apply to the claims of the customer.

VII. Retention of title

1. Until all claims have been fulfilled (including all current account balance claims), which we are entitled to, now or in the future, the delivered goods (reserved goods) shall remain our property. In the case of breach of contract by the customer, e.g. default of payment, after setting a reasonable deadline, we shall have the right to take back the reserved goods. If we take back the reserved goods, this shall represent a withdrawal from the contract. If we distrain the reserved goods, this shall be a withdrawal from the contract. We shall be entitled to sell the goods after the withdrawal. After deduction of a reasonable sum for the utilisation costs, the utilisation proceeds shall be offset against amounts owed to us by the customer.

2. The customer shall handle the goods with due care and to insure them at his own expense against fire, water and theft at replacement value.

3. The customer shall be entitled to sell and/or use the reserved goods in the proper course of business, as long as he is not in default of payment. Pledges or transfers by way of security shall not be permitted. The claims in respect of the reserved goods (including all balance claims from current accounts) that arise from the resale or from any other legal reason (insurance, tort), the customer hereby assigns to us in full by way of security; we hereby accept the transfer. We shall authorise the customer to collect the claims assigned to us for the account in his own name. The authorisation can be revoked at any time if the customer fails to meet his payment obligations. The customer shall not be entitled to assign this claim for the purpose of debt collection by way of factoring, unless the obligation of the factor to effect the consideration in the amount of the claims immediately to us, as long as we have claims against the customer, is established simultaneously.

4. In the event of third party access to the reserved goods, particularly in the case of distraint, the buyer shall indicate our ownership and inform us immediately so that we can enforce our property rights. If the third party is unable to reimburse us for the costs arising from the judicial or extrajudicial costs, the buyer shall be liable for this.

5. We shall be obliged to release the securities due to us insofar as the realisable value of our securities exceeds the secured claims by more than 10%, in this case it is incumbent upon us to select the securities to be released.

VIII. Place of performance, place of jurisdiction, applicable law

1. Bremerhaven is agreed as the place of jurisdiction for deliveries and payments (including check and bill of exchange claims) as well as all disputes arising between us and the customer arising from the purchase agreements concluded between us and him. However, we shall be entitled to sue the customer at his residence and/or place of business.

2. The relations between the contracting parties shall be governed exclusively by the laws applicable in the Federal Republic of Germany. The application of the UN purchasing law shall be excluded.