IMPRINT / GENERAL TERMS OF BUSINESS
 
Impressum / AGB's
Imprint
GDH Metallverarbeitungs GmbH
Hinter der Jahnstraße 4
-Industriegebiet Jahnstraße-
DE - 56470 Bad Marienberg
Phone : ++49 (0) 26 61-91 56 10
Fax : ++49 (0) 26 61-91 56 46
Email : info@gdh-gmbh.de
Managing Directors
Gerhard Hölper and Detlef Hölper

Registered at the Amtgericht Montabaur (local district court)
HRB 5288
Place of jurisdiction: Westerburg
VAT ID N°: DE 176 727 119

We do not take any responsibility whatsoever for links and references to other websites and their respective contents.
General Terms of Business of GDH Metallverarbeitungs GmbH
§ 1 Validity - Purpose of the Contract
(1) Our GTB apply to the sale of movable property as stipulated in our contract with the client.

(2) Our general terms of business shall apply to all dealings and override any terms proposed by the client unless we have agreed such alternate terms in writing. Our GTB shall also apply if we carry out the delivery without reserves despite our knowledge of the client's terms opposing to or variating from our GTB.

(3) If not stipulated otherwise in the respective clauses, our GTB apply to consumers as well as business clients.

§ 2 Offer - Contract Conclusion - Documents included in the Offer
(1) The placement of the order by the client constitutes a binding offer, which we can accept within one week by sending an acknowledgement of order or by delivering the goods. Previously placed offers by us are subject to confirmation.

(2) We reserve the proprietary right and copyright for any pictures, plans, calculations and other documents. This also applies to any written document marked as "confidential". Handing over any such document to third parties is subject to our expressive written approval.

§ 3 Prices and Terms of Payment
(1) The offered sales price is binding. Consumer prices include the legal value added tax.

(2) Indicated prices for business clients are net prices. The legal value added tax is hence not included in our prices; the current VAT as per the date of the invoicing will be reported in the invoice.

(3) Price modifications for consumers are admissible if the time span between the conclusion of the contract and the agreed date of delivery of the goods is longer than four months. If salaries or material costs change between the conclusion of the contract and the delivery, we are entitled to reasonably modify the price with regard to the cost increase or decrease. The client is only entitled to cancel the contract if a price increase between the placement of the order and the day of the delivery significantly exceeds the rise of general living costs in the same reference period.

(4) Prices for business clients remain valid. If the price at the time of the performance has increased due to a modification of the market price or due to risen fees of third parties taking part in the performance, the higher price shall apply. In case the increase in price is 20% or more above the agreed price, the client is entitled to cancel the contract. This right shall be exercised immediately after the client has been informed of the price increase.

(5) If not otherwise stipulated, the total price is payable within eight days after receipt of the goods with a cash discount of 2 % or within 30 days without cash discount. The legal provisions regarding late payment shall apply.

(6) The following terms of payment shall apply to tool orders amounting to more than € 50,000.--: 35 % of the contract price at placement of the order, 35 % at the reception in the GDH works or after despatch of the initial models manufactured with the respective tool, 30 % after delivery of the tools or at production 
in our company of at the latest 30 days after dispatch the first models.

(7) Cheques are taken as a means of payment only. The client shall bear the costs for discounting and collection. In case of payment extensions or late payment, we will charge a default interest for the respective time amounting to 5 % above the respective discount rate of the Deutsche Bundesbank; an expressive notice of delay is not required.

(8) The client shall be entitled to offset any payments only if his counter claims are lawfully recognized, undisputed or recognized by us. Business clients shall be entitled to exercise a right of retention only if the counter claim in question is subject to the same contract.

§ 4 Time of Performance - Transfer of Risk
(1) Delivery times start at the earliest after all details of execution have been clarified aund both parties agree upon all stipulations of the contract.

(2) If we indicated delivery times which have been made the basis for the placement of an order, these deadlines shall be prolonged in the event of strike or cases of force majeure; the prolongation corresponds to the duration of the delay. The same shall apply if the client does not fulfil possible obligations to co-operate.

(3) If not otherwise stipulated, the terms of delivery for business clients are "ex works" and "exclusive pachaging".

§ 5 Liability for Defects
(1) In case of a defect, we can be held liable by consumers acc. to legal provisions, if these are not limited by the following: The consumer shall inform us in writing of obvious defects within two weeks after emergence of said defect. In case we are not informed within the timespan mentioned above, the guarantee will expire. This does not apply if we fraudulently concealed the defect or granted a guarantee for the nature of goods.

(2) For business clients we reserve the right to choose how to remedy possible defects.

(3) Defect claims by consumers are barred by limitiation of two years for the delivery of new goods and one year for the delivery of second-hand goods. The time period begins with the transfer of risk. The above does not apply in case of damage claims originating from defects. Damage claims are subject to § 6.

(4) The guarantee period for business clients is one year in all cases. The statutory limitation in case of a recourse acc. to §§ 478, 479 BGB remains untouched. The above does not apply in case of damage claims originating from defects. Damage claims are subject to § 6.

(5) We do not provide the client with guarantees acc. to what the law is (de lege lata).

§ 6 Liability for Damage
(1) Our liability for the violation of contractual obligations or offence is limited to willful misconduct and gross negligence. The above does not apply to injury to life, body and health of the client, claims originating from a violation of cardinal obligations and compensation for damage due to delay (§ 286 BGB). Insofar we can be held liable for any degree of fault.

(2) The above mentioned exclusion of liability also applies to slightly negligent violation of obligations by our assitants.

(3) If a liability for damage due to simple negligence, other than the injury to life, body or health of the client, is not ruled out, such kind of claim is barred by limitation of one year after the beginning of the emergence of the claim; damage claims originating from a defect are barred by limitation of one year after the reception of the object.

(4) If liability towards us is ruled out or limited, this shall also apply to the personal liability of our employees, staff members, representatives and assistants.

§ 7 Ownership Reservation
(1) Regarding consumer contracts, we reserve the right of ownership of the delivered goods until after payment of the full contract price. Regarding contracts with business clients, we reserve the right of ownership of the goods until after the settlement of all claims on the client, even if the actual goods have been paid already.

(2) In case of a violation of obligations by the client, in particular with regard to late payment, we are entitled - after expiry of an appropriate deadline we set for the client to pay - to cancel the contract and claim back the delivered goods.

(3) As long as the right of ownership has not been transferred, the client is obliged to take good care of the delivered goods. As long as the right of ownership has not been transferred, the client shall inform us immediately in writing if the delivered goods are subject to levy or other interventions by third parties. Notwithstanding this, the client shall inform said third parties that the goods are subject to ownership rights. Business clients shall bear costs for an intervention if the third party is not in the position to reimburse these costs.

(4) The client is entitled to resell the goods which are subject to ownership rights in normal business transactions. For the event of a resale/ lease of the goods subject to ownership rights, business clients shall assign us by way of security all claims resulting from above mentioned transactions. This assignment shall apply to the reserved goods regardless if they were sold without or after having been processed. The client remains entitled to collect in its own name the claims assigned to us. Our own authorisation to collect the claim remains untouched. We will, however, not collect any claim unless the client fails to duly meet its payment obligations from the received proceeds, is not in deficiency and in particular has not filed a petition for suspension of payment or has suspended payments.

(5) If the value of the securities exceeds our claims to the client by more than 20 %, we shall, on request of the client and by our choice, release securities to the respective extent.

(6) The processing or forming of the reserved goods by the client shall be carried out on our behalf and order. In this case, the remainder interest of the client with regard to the reserved goods continues with regard to the processed goods. If the reserved goods are processed with other items which are not our property, we acquire a co-ownership in the new product amounting to the ratio of the objective value of our reserved goods to the other processed items at the time of the processing. The same applies in case of a mixing. If a mixing takes place and the the client's part must be regarded as the main part, it shall apply that the client transfers us the co-ownership and preserves the hence created sole ownership or co-ownership on our behalf. In order to secure our claims, the client shall also assign us those claims to third parties which result from the connection of the reserved goods with real estate; such assignment shall be considered as accepted by the present document.

§ 8 Claims barred by Limitation
Contrary to § 195 BGB, our claims for payment expire in five years. With regard to the begin of the statutory limitation, § 199 BGB applies.

§ 9 Form of Statements
Relevant statements from the client towards us or a third party shall be in writing.

§ 10 Place of Fulfilment - Applicable Law - Place of Jurisdiction
(1) If the contract does not stipulate anything to the contrary, the place of fulfilment and payment is the location of our business headquarters.

(2) The present contract is subject to the jurisdiction of the Federal Republic of Germany; the application of UN right of purchase is ruled out.

(3) The exclusive place of jurisdiction concerning contracts with traders, legal persons governed by public law or public special assets is the competent court for our business headquarters.