poe GmbH & Co. KG sells and delivers exclusively on the following terms and conditions, the validity of which is agreed for all present and future purchase contracts. Conflicting terms and conditions of purchase or other terms and conditions of the purchaser shall not apply, even if the purchaser has taken them as a basis. Deviations and ancillary agreements require a separate written agreement before the customer initiates any performance by poe GmbH & Co. KG is initiated by the customer. The invalid provision shall be replaced by a legally valid provision that comes closest in its economic effect to the invalid provision.
Our offers are subject to change unless otherwise stated in a written individual offer.
Orders placed by the customer are binding for the customer for a period of 4 weeks. They are revocable by the customer if within these 4 weeks there is no order confirmation from poe GmbH & Co. KG is available. An early revocation requires our consent. For us, the order becomes binding only after we have confirmed it in writing. The order confirmation or rejection of the acceptance of the order will be made within 4 weeks after receipt of the order by poe GmbH & Co. KG. In the case of immediate delivery, the invoice shall also serve as the order confirmation.
3.1.) Call orders
If, in the case of call orders, not all delivery dates are fixed at the time of order confirmation, it shall be deemed agreed that the entire order volume will be accepted by the customer within one year of the date of order confirmation at the latest. Agreements deviating from this "call order regulation" will be confirmed by us in writing with the order confirmation.
4.) Delivery period
The delivery period shall commence from the 1st working day on which all commercial and technical prerequisites for the execution of the order have been fulfilled, any necessary approvals have been granted and we are in possession of the agreed down payment or advance payment. If timely delivery is prevented as a result of operational or manufacturing disruptions, difficulties in procuring materials, shortage of labor, strikes, riots, lockouts or cases of force majeure at our company or at a supplier, we cannot accept any liability for this. Such events entitle us to withdraw from the contract in whole or in part; claims for damages by the purchaser are excluded. Changes requested by the purchaser may result in an extension of the delivery period. The delivery period shall be deemed to have been complied with if the delivery item has left the factory or notification of readiness for dispatch has been given by the time the delivery period expires.
5.) Modification of the technical specification
We reserve the right to make changes in the interests of technical progress without separate notification.
6.) Prices, dispatch, packaging and insurance
Unless otherwise agreed, our prices are net ex one of our warehouses in the Federal Republic of Germany excluding packaging, freight, expenses, transport insurance and value added tax. Prices and invoices are in €. We reserve the right to adjust prices accordingly in the event of changes in costs and if the term of a call order is exceeded after conclusion of the contract due to customer reasons. The minimum net order value is € 500.00. In the case of small deliveries for orders below the minimum order value, in addition to packaging and shipping costs, a pro rata processing fee of € 25.00 (excluding VAT) will be charged. Shipping is at the discretion of the seller and without guarantee for the cheapest freight. The risk is transferred to the purchaser upon delivery. Partial deliveries are permissible. In the case of special production, a quantity deviation of 3%, but at least 2 pieces, is permissible. In the absence of a written order and in the case of deliveries to first-time customers, delivery shall be made on a cash-on-delivery basis. Transport insurance can be taken out by us at the customer's expense. The packaging can be returned to us at the customer's expense, unless the return of cardboard boxes marked with RESY is preferred by local material dealers. The forwarder is not a distributor and therefore cannot be held responsible for the return transport.
We deliver in principle by cash in advance or cash on delivery. In the case of positive information from our trade credit insurance, delivery can be made against open account at our discretion. Our open invoices are due net cash in the amount of the invoice without any deduction, free of postage and expenses within 10 days after the invoice date. A discount will be granted if it is expressly granted when the invoice is issued. In the event of invoicing and payment in foreign currency, we shall be entitled to demand the amount required to achieve a € amount based on the exchange rate on the date of order confirmation instead of the invoice amount. Payments are fulfilled when we can dispose of the full amount. If the payment deadline is exceeded, we shall charge interest on arrears at a rate of 8% above the respective prime rate. Offsetting against claims and the exercise of a right of retention are excluded. We are entitled to check the creditworthiness of customers with the generally usual means; if doubts about the creditworthiness of the customer arise or if there is any other significant deterioration in the financial circumstances of the business partner, we are entitled to revoke granted payment terms and to make further deliveries only against advance payment or cash on delivery. Furthermore, granted terms of payment shall become invalid and all claims of us shall become due immediately if the business partner is in arrears with a performance, does not honor checks and other rights, revokes collection authorizations granted by us, files for bankruptcy or composition. In such cases, we shall be entitled, even without exercising our right to withdraw from the contract and without granting a grace period, to take back goods already delivered at the customer's expense as a precaution.
8.) Retention of title
The goods remain our property until full payment of the purchase price. In the case of payment by checks or bills of exchange which we have not expressly accepted "in lieu of performance", the retention of title shall remain in effect until they have been honored. If the goods subject to retention of title are processed or transformed, we shall be the manufacturer within the meaning of § 950 BGB. The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. The claims from the resale shall be transferred to us up to the amount of our total claims from the business relationship. We may at any time demand that the customer inform us of the name of the purchaser and shall be entitled to inform the purchaser of the transfer of claims and, in the event of default in payment, to collect the claim directly from the purchaser. As long as the retention of title exists, the purchaser is not entitled to pledge or transfer ownership by way of security.
We reserve the property rights and copyrights to software developments, cost estimates, drawings and other documents. The documents may not be used for other purposes, reproduced or made accessible to third parties and do not entitle the customer to reproduce individual parts. The documents and samples belonging to the offers shall be returned without request.
8.2.) Charging of costs for modifications, tools and developments
The costs charged by us to the customer for product modifications, tools or developments of any kind shall not give rise to any claim of ownership on the part of the customer to the design of products, the tools or the intellectual property of the developments. Agreements deviating from this will only be made by us in writing with the order confirmation.
9.) Duty to examine and to give notice of defects
The customer must inspect the goods without delay and notify us (not our commercial agents/travelers) in writing of any complaints regarding material defects, incorrect delivery and/or deviations in quantity without delay, but no later than 3 days after receipt at the destination. The timely dispatch of a written notice of defects with a precise description of the defects complained of and stating the order and/or delivery note number shall be sufficient to comply with the time limit for giving notice of defects. If complaints or notifications of defects are not made in good time, the delivery shall be deemed to have been approved in business transactions with merchants. In order to examine the complaint, the purchaser is obliged to send us the rejected goods or their components without delay and free of charge upon request. Hidden defects are to be notified immediately upon discovery.
10.) Warranty, limitation of liability and repairs
Liability for defects shall only be assumed to the extent that replacements are provided by the supplier. Deviations for the assumption of warranty shall only apply if they have been agreed in writing. An agreed warranty is limited to repair, replacement or spare part delivery, assignment of our claims against the upstream supplier or issuance of a credit note, at our discretion. In the event of failure of two attempts to remedy the defect, the customer is expressly granted the right to a reduction in price or cancellation of the contract. Liability is excluded if the customer does not immediately assert a defect that may have occurred in writing. Defects are excluded from an agreed warranty if interventions are made in delivered components/devices by persons not authorized by us. In particular, we shall not be liable for damage resulting from faulty installation, operating errors and external influences. An agreed warranty shall also not apply if the serial number of a delivered component/device is unrecognizable or corresponding security markings have been removed or destroyed. Parts that are subject to rapid wear due to their material composition or the way they are used, e.g. indicator lamps, fuses, switches and print heads are excluded from the warranty as well as all damage caused by extraordinary loads such as electric arcs, radiation effects, electrostatic and electromagnetic interference fields, environmental influences and operating conditions etc..
We shall only be obliged to provide the agreed warranty if the customer has fulfilled the obligations incumbent upon him, in particular has paid the purchase price. Claims for damages, in particular for compensation for consequential damage caused by defects, irrespective of the legal grounds on which they are based, are excluded. In the event of a delay in delivery, the purchaser shall only have the right to withdraw from the contract after having granted a reasonable period of grace. Further claims, in particular for compensation for consequential damages, are excluded.
If a cost estimate is requested before repairs are carried out, this must be expressly stated. The costs for the estimate are to be reimbursed. Costs for shipping and packaging shall be borne by the purchaser. Reference is made to clause 6 of the conditions.
Return shipments of any kind can only be accepted if the previously issued return number is clearly visible on the package packaging. Freight collect shipments of any kind will not be accepted without our prior written consent.
11.) Data notice
We store personal and company-related data within the scope of business relations and process them within our company.
12.) Choice of law, place of performance, place of jurisdiction
All contractual agreements are subject to German law.
Place of performance and jurisdiction is the registered office of poe GmbH & Co. KG.
Büren (NRW), May 1, 2015