Общие условия продаж / Общие условия закупок

Our Terms and Conditions of Sale and Delivery 

The following conditions are a translation of the German version of our general terms and conditions . This translation ensues without any liability for the accuracy of the translation. Legally binding is only the German version that is also available on this Website.

I. General information, quotations, conclusion of the contract, subject of the contract

  1. These General Terms and Conditions of Sale and Delivery (terms and conditions) apply exclusively to all our contracts, goods, services, advice and other peripheral services. These terms and conditions will also apply to all future transactions, even if we do not make express reference to them, particularly if an order has been placed by telephone. Acceptance of goods we have supplied or a service we have performed will be deemed acknowledgement of these terms and conditions in every case. Any differing agreements or supplements will only be binding if we have confirmed them in writing. Any conflicting terms and conditions of purchase of the purchaser will be invalid, even in the absence of an express written objection.
  2. Our quotations are without obligation. All verbal agreements must be confirmed in writing in order to be binding. Estimates and advices are without obligation. Documents pertaining to the quotation, such as photographs, drawings, details of weight and dimensions, etc. are only approximate unless we have expressly designated them as binding. We shall retain title to quotations and all appendices thereto. They may not be made accessible to third parties without our express written consent and must be returned to us on demand, should no contract close. Misuse entails an obligation to pay compensation. A contract shall not come into effect until receipt of our written confirmation. Any previous offers are non-binding. Cost estimates and advice are always given without obligation. Verbal agreements are also subject to written confirmation to be effective. To the extent that the quantity to be delivered is stated in the order confirmation with “approximate”, “kg eff” or a similar provision, or a variation in quantity is commercial practice and is reasonably acceptable to the Purchaser, a variation within a tolerance of 10% shall be permissible and shall be deemed to have been agreed. In the event of a corresponding variation, the Purchaser shall pay for the quantity actually delivered.
  3. The exclusive subject of the contract is the product with the properties, features and purpose specified in the product description in accordance with the contract of purchase or written confirmation of order, or the appended product description. Public statements, commendations or advertising do not represent a contractual statement concerning the properties of the goods. Other or more detailed properties or features or a further use will only be deemed to have been agreed if we expressly confirm them in writing. Commercial order confirmation will be communicated in digital form. Order confirmation in paper form can be provided upon written request. 
  4. Declarations, assurances, subsidiary agreements concerning and amendments to a contract will only be legally valid if we have confirmed them in writing. Under this contract, the electronic form is equivalent to the written form.

II. Prices

  1. Our prices are net ex works or warehouse, without trade discount or other price reductions, and plus cost of packaging, freight, insurance and VAT.
  2. The purchaser will bear the costs of handover and acceptance of the delivery item and shipment to a place other than the place of fulfilment.

III. Payment

  1. Payments must be made net within ten working days of presentation of the invoice to our accounts office, not to representatives or third parties. The purchaser will have the authority to offset or the right of retention only insofar as its outstanding counterclaims are undisputed or legal established.
  2. The acceptance of cheques and duly taxed bills of exchange will require a separate agreement and will be for the purposes of payment only. Payment will only be deemed to have been made upon encashment.
  3. An agreed trade discount or other price reduction will always relate to the invoice value net of packaging, freight and insurance and will be conditional upon full settlement of any accounts payable due by the purchaser on the date of application of the discount.
  4. Should it become evident after conclusion of the contract that our entitlement to remuneration on the basis of this contract or other contracts with the purchaser will be at risk as due to the purchaser's inability to pay, we will be entitled to the rights arising from the plea of uncertainty in accordance with §321 of the [German] Civil Code (BGB). In this case, we shall also be entitled to call all receivables from the current business relationship with the customer which are not yet time-barred.
  5. Should the payment deadlines be exceeded, we shall charge consumers interest on late payment amounting to 5 percentage points per annum above the applicable base rate and entrepreneurs interest on late payment amounting to 9 percentage points above the applicable base rate, unless one of the parties can prove a greater or smaller loss.
  6. The invoice is communicated in digital format. A paper invoice can be provided upon written request. 

IV. Delivery periods

  1. Delivery periods take effect from the date of the order confirmation, but only on condition that all the purchaser's obligations have been met punctually, e.g. the documents and licences to be obtained by the purchaser have been furnished, letters of credit and guarantees presented and deposits paid.

  2. The date of despatch from the factory or warehouse will determine whether delivery periods have been observed. The delivery period will be deemed to have been observed upon notification of readiness for despatch if the object to be supplied is not despatched punctually for reasons for which we are not responsible.
  3. Force majeure will entitle us to postpone delivery by the duration of the hindrance plus an appropriate start-up period. This will also apply if such events occur during an existing delay. Sovereign measures, strikes, lock-outs and other disruption to operations for which we are not responsible and which render delivery very difficult or impossible are equivalent to force majeure. We must notify the purchaser immediately of the occurrence of such a hindrance. Should implementation of the contract become unreasonable for either of the parties to the contract due to the events described above, said party may cancel the contract.
  4. The purchaser must inform us immediately of acceptance or inspection of the goods. The purchaser must bear the costs of personal acceptance incurred.
  5. The purchaser must make good any loss arising from a delay in acceptance, particularly the costs incurred by us, staff waiting time and any cancellations.

V. Despatch

  1. In the absence of any agreement to the contrary, we deliver without packaging. Should the purchaser demand that the delivery item be packaged, we shall do so in accordance with our experience and with our usual diligence, at the purchaser's expense. The same applies to despatch. Should the purchaser have issued special instructions regarding the nature of the packaging or despatch, the vendor need not examine their usefulness.
  2. The delivery item will only be insured against damage in transit upon demand by and at the expense of the purchaser.
  3. Should the vendor send the delivery item to a place other than the place of fulfilment upon demand by the purchaser, the risk will be transferred to the purchaser as soon as the vendor has handed over the item to the haulier, the shipping agent or other party commissioned with despatch. Should despatch be delayed due to circumstances for which the purchaser is responsible, the risk will be transferred to the purchaser upon notification of readiness to deliver.

VI. Reservation of title

  1. We shall retain title to all goods delivered (reserved goods) until all our accounts receivable due from the purchaser have been paid, particularly including the respective balance claims to which we are entitled within the scope of the commercial relationship in the case of a current account (reserved balance) and the receivables which are substantiated unilaterally by an administrator within the scope of election of fulfilment. This also applies to future or conditional accounts receivable and if payments are made for specifically marked accounts receivable. The reserved balance will expire definitively upon settlement of all accounts receivable which are still due on the date of payment and included in said reserved balance.
  2. Machining or conversion of the reserved goods will take place for us as manufacturers within the meaning of §950 BGB, without entailing any obligation for us. The machined and converted goods will be deemed reserved goods within the meaning of paragraph 1. In the event of conversion, combination or mixing of the reserved goods by the purchaser with other goods which do not belong to us, we shall be entitled to co-ownership to the new item in the ratio of the invoice value of the reserved goods on the date of delivery to the value of the other goods used on the date of conversion. If the reserved goods are combined or mixed with other items and if another item is to be deemed the principal item within the meaning of §947 BGB, it is hereby agreed that co-ownership share to the ratio of the invoice value of the reserved goods to the value of the other items used will be assigned to us and that the purchaser will take joint custody of the item on our behalf free of charge. Our proportion of co-ownership will constitute reserved goods within the meaning of paragraph 1. Should there be any doubt, the invoice value will be deemed the value of the invoice value.
  3. The purchaser may only sell property to which we have title in normal commercial transactions under the former's terms and conditions of business, on condition that the receivables from the onward sale in accordance with paragraph 5 are assigned to us. The purchaser will not be entitled to any other disposal of the reserved goods.
  4. The purchaser must inform us immediately of any distraint or any other adverse action by third parties. The purchaser must bear all costs incurred in suspension of the action or return of the reserved goods, unless they are reimbursed by third parties.
  5. The receivables from the resale of the reserved goods are hereby assigned to us, together with all securities acquired by the purchaser for the receivables. They will be used as security to the same extent as the reserved goods themselves. Assignment to third parties is not admissible. If the purchaser sells the reserved goods together with other goods which do not belong to us, the receivable arising from the onward sale will be assigned to us in the ratio of the invoice value of the reserved goods to the other goods sold. The sale of goods to which we have co-ownership share in accordance with paragraph 2 will constitute assignment by us of an equivalent proportion of our co-ownership share. If the reserved goods are used by the purchaser to fulfil a contract for work and services, the receivable from said contract will be assigned to us in the same proportion in advance.
  6. The purchaser is entitled to collect receivables from the resale. The customer must keep the collected amounts separately and pay them to us without delay. This collection authorisation will lapse if we withdraw it, but at the latest in the event of late payment, failure to honour a bill or filing of an application for the opening of bankruptcy proceedings. We shall only make use of our right of revocation if it becomes clear after conclusion of the contract that our entitlement to remuneration on the basis of this or other contracts with the purchaser is at risk due to the purchaser's inability to pay. Upon demand by ourselves, the client will be obliged to advise its purchasers immediately of assignment to us and provide us with the requisite documents and information for recovery.
  7. If the collection authorisation is revoked, the purchaser's right of resate sale and of machining and conversion of the reserved goods and their combination and mixing with other goods will end simultaneously. If the reserved goods are still on the purchaser's premises, the purchaser must grant us access to the goods.
  8. Should the realisable value of the securities for our benefit exceed the nominal value of our receivables, including secondary receivables, by a total of more than 50%, we must release securities upon demand by the purchaser, at our discretion.
  9. The purchaser must store the reserved goods on our behalf. Upon demand, it must be possible for us to draw up an inventory and label the reserved goods adequately on the storage site. 

VII. Warranty

  1. The vendor will only be liable for breaches of obligations consisting of a defect in the delivery item subject to the following paragraphs.
  2. If the purchaser is engaged in commerce, he must inspect the delivery item immediately after delivery by the vendor, insofar as this is feasible under normal commercial operations, and inform that vendor immediately if any defects are established. Should the purchaser fail to do so, the goods will be deemed to have been approved, unless a defect is involved which was not discernible on inspection. Should such a defect emerge later, notification must take place immediately after discovery, otherwise the delivery item will be deemed to have been accepted, even taking said defect into consideration. Punctual despatch of notification will be sufficient to safeguard the rights of the purchaser. If the vendor has failed to disclose the defect maliciously, he may not invoke this provision.
  3. The vendor must be notified in writing of any defect in the delivery item before expiry of the guarantee period in all cases.
  4. In the event of a justified, punctual complaint, we shall remedy the defect by repair or replacement, at our discretion, provided that the purchaser is an entrepreneur. If the purchaser is a consumer, he may demand repair or replacement, at his discretion, to remedy the defect. However, we shall be entitled to refuse the form of remedy selected if it is only possible at unreasonable outlay and the other form of remedy entails no substantial disadvantages for the customer. Should the remedy to which the purchaser is entitled fail or be unreasonable for the latter, the purchaser may reduce the purchase price or cancel the contract, at the purchaser's discretion.
  5. Should the customer receive faulty installation instructions, we shall only be obliged to supply fault-free instructions This will only apply if the fault in the instructions contradict proper installation.
  6. Liability for such breaches of obligations which consist of a defect in the delivery item and not gross negligence are limited to foreseeable losses typical of the contract. This does not apply to losses arising from death, bodily harm or harm to health due to negligent breach of obligations.
  7. Claims due to defects of a newly-made delivery item will become time-barred
    a) two years from the date of delivery of the item supplied if the purchaser is a consumer,
    b) one year from the date of delivery of the item supplied if the purchaser is an entrepreneur.
    Claims due to a defect in a second-hand delivery item
    a) will become time-barred one year from delivery of the item if the purchaser is a consumer,
    b) and are precluded in all other cases.
    This will not apply in the event of gross negligence or to losses arising from death, bodily harm or harm to health due to negligent breach of obligations.
  8. Before making a claim against us, the purchaser will first of all be obliged to pursue all relevant claims against our suppliers out of court. For this purpose, we undertake to the customer to assign any warranty claims and claims for damages to which we are entitled from our supplier. Should out-of-court claims against our supplier fail, the purchaser will be entitled to assert a claim against us, subject to the above paragraphs.
  9. Agreements between the customer and the customer's customers which exceed statutory warranty claims may not be charged against us.

VIII. General liability limits

The liability of the vendor for breaches of obligation which do not involve a defect in the delivery item is precluded if the breach of obligation is due to simple negligence on the part of the vendor, the vendor's legal representatives or agent. This does not apply to losses caused by harm to life, body or health. Any liability in accordance with the [German] Product Liability Act will remain unaffected.

IX. Place of fulfilment, court of jurisdiction, applicable law

  1. The place of fulfilment for deliveries is the delivery factory for deliveries ex works and the warehouse for deliveries ex warehouse. The place of fulfilment for services to be performed under this contract other than deliveries, particularly payment, is the registered office of the vendor.
  2. If the purchaser is engaged in commerce, the court of jurisdiction for any disputes emerging from the contractual relationship will be the registered office of the vendor. We are also entitled to assert a claim at the registered office of the purchaser.
  3. The contract is governed exclusively by German law.
  4. Should a purchaser domiciled outside the Federal Republic of Germany (foreign customer), or the purchaser's agent, collect the delivery item or ship or send it abroad, the purchaser must provide us with the export certificate required for tax purposes. Should this certificate not be supplied, the purchaser must pay VAT on the invoice amount for deliveries within the Federal Republic of Germany.
  5. If deliveries are made from the Federal Republic of Germany to other EU Member States, the purchaser must inform us of the VAT registration number under which its profit and income are taxed within the EU. Should this information not be provided, the purchaser must pay the legally-owed VAT in addition to the agreed purchase price for our deliveries.
  6. When deliveries from the Federal Republic of Germany to other EU Member States are invoiced, the VAT rule of the respective recipient Member State will apply if either the purchaser is or we are registered for VAT in said EU Member State.
  7. Should any provision of these General Terms and Conditions of Supply and Delivery be or become invalid, the validity of the other provisions will remain unaffected.

X. Data Protection

In the following, we will inform you regarding the collection of personal data in business transactions. Personal information is defined as any information which refers to you personally, such as name, address, e-mail addresses, payment data, ordered goods. The responsible authority within the meaning of § 3 para. 7 of the Bundesdatenschutzgesetz (BDSG) [Federal Data Protection Act] is NIRONIT Edelstahlhandel GmbH & Co. KG. For contact details, please refer to our Legal Notice at NIRONIT Imprint.

The data is collected and stored by us as far as this is necessary to provide the contractual services. When we deliver the goods, we share your data with the forwarder who is commissioned to delivery the goods as far as he requires this information for delivery. A further use is only allowed if you have given your consent.

You have the right to request information from us on the data we have stored on you at any time. This also affects the origin and the recipient or category of recipients of the data to whom this data is disclosed and the purpose of the storage. If you have given consent for the use of data, you may revoke it at any time. Please direct all information requests or contradictions regarding data processing via e-mail to info(at)nironit.de or the contact data specified at NIRONIT Imprint.

XI. Advertising consent upon conclusion of the contract

If you purchase goods or services from us, we will send you informational e-mails on similar goods or services in the future.

You can unsubscribe from such informational e-mails at any time. You are free to revoke this consent at any time (via e-mail at info(at)nironit.de) or using the contact information in the Legal Notice at NIRONIT Imprint. There are no other costs involved in sending this notification other than the transmission costs in accordance with the basic tariffs.

Even without your prior express consent, we can send you informational e-mails in the future in accordance with § 7 para. 2 and para. 3 of the Gesetzes gegen den unlauteren Wettbewerb (UWG) [German Act against Unfair Competition]. An unreasonable harassment is not construed where advertising using electronic post exists, if a company has obtained the customer's e-mail address from the customer in connection with the sale of goods or services, the company uses its address for direct marketing of its own similar products or services, the customer has not objected to the use and when the address is collected and whenever it is used, it is clearly pointed out to the customer that he can object to its use at any time without incurring any costs other than the transmission costs in accordance with the basic tariffs.

NIRONIT
Edelstahlhandel GmbH & Co. KG
Status: October 2015

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Our Terms and Conditions of Purchase

The following conditions are a translation of the German version of our general terms and conditions of purchase. This translation ensues without any liability for the accuracy of the translation. Legally binding is only the German version that is also available on this Website.

I. General provisions

  1. In the absence of any express agreement to the contrary, these General Terms and Conditions of Purchase apply exclusively to all orders and contracts entered into by NIRONIT Edelstahlhandel GmbH & Co. KG – hereinafter referred to as NIRONIT. These terms and conditions will also apply to all future transactions, even if NIRONIT does not make express reference to them. Terms and conditions of the contractor (supplier, vendor – hereinafter referred to only as the contractor) in its general terms and conditions or order confirmation are hereby expressly rejected. Unreserved acceptance of order confirmations or deliveries does not signify acceptance of such conditions. Any differing agreements or supplements will only be binding if we have confirmed them in writing.
  2. Upon initial delivery under these Terms and Conditions of Purchase, the contractor will be deemed to have acknowledged their exclusive validity, including for all further orders. 
  3. Orders will only be binding if they are in written form or confirmed in writing. By prior written agreement, orders, deliveries from stock and any amendments and additions thereto may also be sent electronically or in machine-readable form, whereby a confirmation will be required at least in electronic form to make them binding. The above two sentences will also apply to verbal subsidiary agreements and amendments to the contract. In the absence of any agreement to the contrary, the offer can only be accepted within a period of 14 days.
  4. No payments will be made for visits or the preparation of orders or projects.
  5. Contracts concluded must be treated confidentially. In publicity material, the contractor may only make reference to commercial relationships with NIRONIT if it has written consent to do so.
  6. The contracting parties undertake to maintain the commercial confidentiality of all commercial or technical details which are not in the public domain and of which they become aware as a result of the business relationship. Subcontractors must be placed under a similar obligation.

II. Delivery and despatch

  1. Delivery will take place in accordance with the order or subsequent instructions of NIRONIT, on the agreed dates. The contractor will communicate any changes in the dates without delay. 
  2. The contractor must observe the shipping instructions of NIRONIT and the haulier or shipper. NIRONIT's order number and article numbers must be stated on all shipping papers, correspondence and invoices. 
  3. In the absence of any express agreement to the contrary, the contractor must bear the shipping costs, including packaging, insurance and all other ancillary costs. 

III. Prices and payment terms

  1. Agreed prices are maximum prices. Price reductions in the period between the date of order and date of payment of the invoice will benefit NIRONIT. 
  2. Invoices must be issued as soon as the goods have been shipped and must include the order number and article number. The VAT must be itemised. 
  3. Payment will be made on condition that the goods have been supplied properly and the price and calculations are correct. Should any defect be discovered which is covered by guarantee, NIRONIT will be entitled to retain payment until the guarantee obligation has been fulfilled. 
  4. Payment will be made in the standard commercial way, either within 14 calendar days less 3% prompt payment discount or after 30 days strictly net, on the basis of the date of delivery/performance and receipt of the invoice.

IV. Delivery periods, delivery dates

  1. The delivery periods or dates stated in orders will be binding and will refer to the date of arrival at the place of fulfilment. 
  2. Should it be impossible to observe a deadline, NIRONIT must be informed in writing immediately, with the reasons and anticipated duration of the delay.
  3. NIRONIT will be entitled to refuse to accept goods which are not supplied on the delivery date stated in the order and to return then at the expense and risk of the contractor or store them on a third party's premises. 
  4. The contractor will be obliged to compensate NIRONIT for all direct and indirect losses caused by delay. If the agreed delivery date is not observed for any reason for which the contractor is responsible, NIRONIT will be entitled to demand compensation for non-fulfilment, procure a replacement from a third party at the expense of the contractor, or cancel the contract, at its discretion, after fruitless expiry of an appropriate extension set by NIRONIT.
  5. The contractor may only cite NIRONIT's failure to supply any documents which it is required to supply if the former has issued a written reminder and has not received them within an appropriate period.
  6. Force majeure will release the parties to the contract from their obligations to perform for the duration of the disruption and to the extent of its effect. This will also apply if such events occur during an existing delay. Sovereign measures, strikes, lock-outs and other disruptions to operations for which we are not responsible and which render performance very difficult or impossible are equivalent to force majeure. The parties to the contract will be obliged to provide the requisite information as far as is reasonable and adapt their obligations to the changed circumstances in good faith. NIRONIT will be released from its obligation to accept the ordered goods or service as a whole or in part and, in this respect, will be entitled to cancel the contract if the goods or services are no longer viable because of the delay for NIRONIT caused by force majeure, strike or lockout, taking financial aspects into account. 
  7. Should delivery take place earlier than agreed, NIRONIT will reserve the right to return the goods at the contractor's expense. Should goods not be returned in the event of early delivery, NIRONIT will store them until the delivery date at the expense and risk of the contractor. In the event of early delivery, NIRONIT will reserve the right not to make payment until the agreed due date.
  8. NIRONIT will only accept partial deliveries by express agreement. If partial deliveries are agreed, the outstanding balance must be scheduled for delivery.
  9. Should NIRONIT no longer be able to meet its obligations to its customers/purchasers, or to do so punctually, as a result of delivery delays, irrespective of their nature or cause, the contractor will indemnify NIRONIT against all claims for compensation, price reductions or other legal disadvantages by its customers/purchasers, particularly in the event of loss of profit or losses caused by losses of production. 

V. Acceptance, guarantee

  1. The contractor guarantees that the goods will comply with specifications submitted, relevant standards, regulations and guidelines of authorities, employers' liability insurance associations, professional associations and standard industrial practice. Should the contractor have any doubts about the nature of performance desired, it must state this in writing immediately.
  2. NIRONIT reserves the right to inspect the goods as soon as they are received for obvious, visible shortcomings and only then to accept them. In the event of a complaint, the contractor may be charged the costs of inspection and the replacement delivery. The deadline for submitting a complaint is 14 days from detection of the defect, irrespective of its nature. The contractor will waive the objection of delayed notification of hidden defects during the guarantee period. 
  3. The figures determined during the incoming goods inspection regarding dimensions, weights and quantities of a delivery will be binding. 
  4. Should a contractual penalty have been agreed for late delivery, the entitlement to a contractual penalty will apply even it was not expressly asserted at the acceptance inspection. Similarly, further claims will be valid even in the absence of any express reservation at the time of their acceptance inspection. 
  5. In the absence of any stipulation to the contrary below, the contractor's guarantee commitment will depend on legislation. The contractor will indemnify NIRONIT upon first demand against all third party claims due to defects, infringement of the proprietary rights of a third party or product losses in its delivery on the basis of its proportion of causality. The contractor confirms that appropriate product liability insurance exists.
  6. The guarantee period will be at least 12 months from delivery at the place of fulfilment. The statutory guarantee period will apply if it is longer. 
  7. If the supply is defective, the contractor must provide a replacement free of charge, grant a rebate subject to legislation on price reductions or rectify the defect free of charge, at the discretion of NIRONIT. In urgent cases, NIRONIT will be entitled to rectify the defects itself at the contractor's expense or arrange for third parties to do so, or procure a replacement in some other way, following consultation with the contractor. The same will apply if the contractor falls into arrears in fulfilment of its guarantee obligation. Should it be established that the maximum permissible proportion of defects according to the statistical testing procedure stipulated in the order has been exceeded, NIRONIT will be entitled to assert claims for defects in respect of the delivery in its entirety, or to inspect the delivery in its entirety at the contractor's expense, following prior consultation with the contractor. 
  8. The contractor will be liable for replacement deliveries and repair work to the same extent as applied to the original delivery, i.e. including carriage, shipment and labour costs, without any limit. The guarantee period for replacement supplies will begin on the date on which the replacement supply is received at the earliest. 
  9. The contractor will be obliged to refund appropriate expenses for a recall campaign on the basis of product liability legislation. NIRONIT will already have notified the contractor as quickly as possible in order to obtain its opinion.  

VI. Offsetting and assignment 

  1. The contractor's receivables may only be offset if they are undisputed or legally enforceable. 
  2. Assignment of receivables due from NIRONIT will only be valid with its written consent.  

VII. Information and data

Drawings, drafts, specimens, manufacturing instructions, internal company data, tools, facilities, etc. which we have made available to the contractor to enable it to submit a tender or to complete an order will remain our property. They may not be used for any other purposes, reproduced or disclosed to third parties and must be stored with due care and attention. 

VIII. Third-party proprietary rights

The contractor declares that use of the purchased goods in accordance with the terms does not breach third-party rights, especially-third party proprietary rights. Nevertheless, the contractor will indemnify NIRONIT against any claim asserted against the latter due to a possible infringement of third-party rights, e.g. copyright, patent rights or other proprietary rights, and thus against any connected service.  NIRONIT will be entitled to obtain a licence from the entitled party for the use of the goods and services in question.

IX. Data protection

The contractor declares its revocable consent to order-related handling and processing of disclosed personal data, taking account of legislation.

X. Miscellaneous provisions

  1. Should individual provisions of the contract be or become invalid as a whole or in part, the rest of the contract will remain valid. In the event of such invalidity, the parties to the contract will agree on a legally valid replacement stipulation which reflects the invalid provision as closely as possible. The same will apply to any omission from the contract which may emerge. Legislation will apply in all other respects. 
  2. In the absence of any express agreement to the contrary, the place of fulfilment for the delivery obligation will be our stated delivery address or point, and Am Oheberg 8, D-21224 Rosengarten for all other obligations of both parties. 
  3. Should the contractor cease payment or an application be filed for the commencement of insolvency proceedings on its assets or for judicial or out-of-court composition proceedings, we shall be entitled to cancel the contract.
  4. The contractual language is German. Should the parties to the contract also use any other language, the German version will take precedence.
  5. If the vendor is a merchant, the court of jurisdiction for any disputes emerging from the contractual relationship will be that for the registered office of the purchaser. We shall also be entitled to assert a claim at the registered office of the vendor.
  6. The contract is governed exclusively by German law.


NIRONIT Edelstahlhandel GmbH & Co. KG
Status: March 2012

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