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© 2009
Adameit GmbH

ma@adameit.eu
General Terms and Conditions


1. General

The following sales and delivery conditions apply to all transactions excluding any conflicting purchasing conditions. These are accepted by placement of the order, but no later than the receipt of our delivery, also for future transactions. Deviating agreements require our written confirmation as legal validity. Should individual terms be cancelled or modified, all other conditions remain unchanged.


2. Supply, price and order

Offers and prices are subject to change without notice. Bill of delivery and invoice is also confirmation of order, unless previously issued separately. Telephone orders are executed only at the buyer's own risk. All agreements, statements and verbal agreements must be validated in writing. The dimensions given are not binding. Minor deviations do not constitute ground for complaint and do not justify compensation claims or payment deferral.


3. Shipping and Delivery

Shipment is on account and at risk of the buyer, unless divergent terms of delivery have been agreed, which require our written confirmation. We deliver samples only against fixed account and without right of return. Delivery dates are non-binding. We are entitled to make partial deliveries. Correct and timely delivery from our own suppliers is a prerequisite in every case, i.e., force majeure and all events outside our influence absolve us from the requirement to comply with current commitments and give us the right to wholly or partially cancel the contract or postpone the delivery for the duration of the delay. Claims for damages of any kind are excluded.

Delivery will be made to the following conditions:

Federal Republic of Germany:
Minimum order value EURO 600.00 net / delivery plus freight and handling fee
From EURO 1200.00 net value of goods: free delivery

Abroad:
Minimum order value EURO 1200.00 net / delivery plus freight and handling fee
From EURO 1500.00 net value: free German border


4. Payment

Payment must be made within 10 days after the invoice date (not delivery date) with 3% discount or net within 30 days of the invoice. In case of a delay in payment the usual bank interest rates and commission shall be payable, without the necessity of a reminder. The right to claim further delay damages is reserved. Incoming amounts will be charged first to costs and interest, then to the oldest debts due. If the buyer's payment obligations are not correctly adhered to or if we become aware of circumstances which reduce his credit-worthiness, then all our demands - including those from other transactions - without taking into account the maturity terms of accepted bills of exchange, any valuation or agreed deferrals and any existing collateral shall be payable immediately. Where appropriate, we are entitled to fulfil outstanding deliveries only against advance payment or on reception of an appropriate security, or to cancel all existing contracts, without it being necessary to set a grace period, or to demand damages for failure to fulfil and, without prejudice to the foregoing rights, to take back at the expense of the buyer the goods delivered to sell or auction them. Discountable bills and checks are accepted as payment. Discount and bill charges are to be reimbursed by the customer and payable immediately. A withholding of payments or set off against unrecognised claims against the purchase price is excluded. First time customers will receive their initial order after payment by direct debit or cash-on-delivery / Foreign clients against L / C or prepayment.


5. Retention of title

All delivered goods remain our property up to a complete settlement of all our claims against the buyer arising out of the business relationship, including any refinancing our property. This also applies if the purchase price for certain goods designated by the buyer has been paid. For current accounts, the property reservation constitutes security for our balance claim. In case of payment of our invoices by check or bill of exchange the final regulation shall be deemed to be the redemption of the check / bill and not receipt of the check / bill. The resale of goods supplied by us is only permitted in the ordinary course of business. Accounts receivable for the buyer resulting from the resale of our goods are considered to have ceded to us from their accrual in full and with all ancillary rights, whether our products are sold alone or together with others. We take on the assignment in advance. Any other agreement of prohibited assignment or pledges by the resale of our merchandise is prohibited. When our goods under reservation of title are combined or mixed with others which are not our property, we shall become co-owners of the whole matter to the value of the goods reserved. The books of the buyer shall be used to determine the third-party debtor's full name, address and claim amounts. At our request, the buyer is obliged to inform the third-party debtor of the assignment and provide us immediately with the necessary information and documents to enforce our rights against the third-party debtor. As far as our total demands have been secured to more than 120% without doubt through such assignments or the current account , we will release at our discretion either the excess of debts or the relevant portion of the goods withheld under reservation of ownership at the request of the buyer. As long as the buyer meets his payment obligations towards us on schedule, he is entitled to collect his debts himself. With a cessation of payments, the filing for bankruptcy or a judicial or extra-judicial settlement proceeding, a check or bill protest or seizure the right to resell the goods and to collect the debts is extinguished. Pledges or security of credit of our goods to third parties are excluded. In case of seizure or confiscation by a third party, for example by landlords lien, we must be informed. The cost of an intervention shall in any case be at the expense of the buyer.


6. Complaints

All items are to be examined immediately upon receipt for completeness, damage or objections. Externally visible damages or losses must be recorded prior to the acceptance of the goods by an appropriate endorsement on the documents of the cargo carriers. Any shipping damage that is not properly recorded or is reported late will not be replaced. For a smooth settlement of claims, we need a written claim and a duplicate of the transport documents, as appropriate, with depreciation of the carrier. Returned goods that are not pre-agreed with us, will not be accepted. In case of justified complaints registered within 8 days of receiving goods, the purchaser has the right to change or reduction. We do, however, reserve the right to deliver free replacement of the faulty goods. Claims for damages of any kind are excluded.


7. Privacy Policy

Due to our obligations under Sections 26 and 34 BDSG, we point out that data on transactions within the company is centrally processed.


8. Place of Performance and Jurisdiction

Place of performance is Essen. The agreed court of jurisdiction is Essen, and applies also to bills of exchange and checks which may be payable elsewhere. We reserve the right also to sue at the location of the buyer's headquarters.

Version of 1st July, 2007

Uncertified translation: the original German text is authoritative


Adameit GmbH, Uranusstrasse 28, D-45277 Essen, Germany
Phone: (+49)201 / 5 800 800 - Fax: (+49)201 / 85 85 081

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