Price list 2012 - Priorit

20
General terms and conditions of trade (GTCT) applied
for business among enterprises
(Note: This is a translation of the German version. In cases of
uncertainty or contradict the German version shall prevail.)
§ 1.0 Guideline
§ 1.1 All services of PRIORIT as well as offers, acknowledgements
of orders and invoices base on these sales conditions.
Exclusion of their validity in whole or in part can only
be excluded by express agreements at each single business
transaction.
§ 1.2 General terms and conditions of trade (GTCT)
Especially purchase conditions of the Orderer have no application
to deliveries and services of PRIORIT unless PRIORIT
accepted them in writing. You also cannot obligate Priorit, if
Priorit hasn’t contradicted expressly to those conditions. Does
the Orderer not revoke to these conditions in a period of one
working week after signing a contract, so he accepted them
at full and absolute amount. Acceptance of deliveries and
services of PRIORIT include acceptance of trade conditions
of PRIORIT without any reservations and resignation of own
formularised conditions (Orderer). The same applies to first
instalment and first payment by the Orderer.
§ 2.0 Definitions
In sense of these sales conditions seller, service provider,
assembler and so on is always PRIORIT and “Orderer” is the
buyer or receiver of services.
“Goods” are always subject of the contract which are delivered
by PRIORIT to the Orderer or earmarked for collection by him.
“Manufacturing” resp. in view of “manufactured” goods is always
meant the intermixture, manufacturing or joining of the
good with another movable or unmoveable item.
“New goods” are always goods originate anew by manufacturing
with another movable or unmoveable item.
§ 3.0 General
§ 3.1 All offers are free unless otherwise agreed. Orders
concerning their kind and volume of deliveries are only binding
to PRIORIT at confirmation by PRIORIT. The obligation
to delivery comes up by written confirmation of order acceptance,
excluding the implied confirmation of order by immediately
delivery. The acknowledgements of PRIORIT are also
binding without signature. Alterations and supplements of
contracts need a written form in any case.
§ 3.2 Reasonable technical and constructional deviations
in brochures, catalogue, advertisings, index and written documents
as well as model, constructions and material alterations
for the technical progress and other development are
reserved. No rights are able to deduce from that alterations
against PRIORIT.
§ 3.3 The right of expecting partial deliveries and their
invoicing is expressively reserved by PRIORIT.
§ 4.0 Prices
§ 4.1 Prices given in PRIORITs’ current price list are net
and ex works or ex warehouse and are only valid for asked
volume. Prices mentioned at singing of a contract are valid for
a period of 4 months, after that period current prices are valid.
§ 4.2 For deliveries intra-community PRIORIT invoices
without VAT, in the case that the Value Added Tax Identification
Number (VAT ID) of the Orderer was given in advance. Deliveries
inside Germany are invoiced according to law prescribed
amount. Indications of prices in the current price lists are excluded
VAT.
§ 4.3 The prices are always ex works; freight, packaging
and insurance extra. Priorit package under observation of individual
technical and constructional characteristics of goods.
§ 5.0 Payment conditions
§ 5.1 Payments with release action should be transferred
direct to PRIORIT. Representatives have no authority to collect.
§ 5.2 The invoices for goods as well as for services are
payable immediately and without deduction. Variant agreements
need a writing form.
§ 5.3 In the case of delay in payment Priorit invoices 8 %
p.a. default interests of invoice value which are higher compared
to the current valid base rate of the European Central
Banc. The right for assertion of a damage going further stay
unaffected. Should an Orderer come into delay in payment
with one of the invoices, all other outstanding accounts of Priorit
have to be paid immediately.
§ 5.4 PRIORIT is entitled to charge Orderers’ payment to
begin with older commitments. Are there costs and interests
accrued in the past, then Priorit is entitled to account on payment
first to the cost, continue with interest and at last on the
main payment.
The settlement of agreed partial payment is at first possible
with service costs, then with equipment and at last with articles.
§ 5.5 The Orderer have the right of set-off, only when his
counterclaims are ascertained as legally valid or indisputable.
The Orderer is legitimated to claim for the right of retention
insofar his counterclaim base on the same contractual relationship.
PRIORIT reserves the right to reject suitable currency
of accepted bill of exchange and claiming on immediate payment
without indication of reasons.
§ 5.6 When after signing of a contract troubles concerning
low credit-worthiness of the client come out, so PRIORIT
is entitled to withdraw from the contract in whole or in part, as
long as the Orderer does not clarify of adequate safety bonds.
§ 6.0 Service resp. assembling
§ 6.1 For services resp. assembling of build-in/build-up
systems, assembling or build-up of door/partition wall systems
and distribution cabinets as well as for each kind of
assembling work, PRIORIT invoices in accordance with corresponding
confirmation of order either flat or at costs (assembling
and technician hours).
§ 6.2 The Orderer has to guarantee entrance to arranged
assembling places as well as free ways to them. The Orderer
has to bear costs caused by assembly losses due to a difficult
or impossible entrance – for whatever reason.
§ 6.3 Seminars, trainings and speeches arranged for and
by PRIORIT are invoiced either flat or at costs.
§ 7.0 Reservation of proprietary rights
§ 7.1 Delivered goods remain property of PRIORIT until
all of the Orderer’s accounts resulting from the business relationship
with him have been settled.
§ 7.2 Pledge of goods or chattel mortgage by the Orderer
while remaining of property is forbidden. A resale is only allowed
to resellers in ordinary transaction and under condition
that the equivalent value of delivered goods is paid to the Orderer.
The Orderer has to arrange with his customer that he
acquires property only by payment.
§ 7.3 It is allowed to the Orderer to process the goods
with other movable or unmoveable items. Processing of
goods is made for PRIORIT and new goods developed by processing
are coffered by the Orderer with an attention of an
ordinary merchant.
Processing of the goods with items non-belonging to PRIO-
RIT, PRIORIT obtains co-property on new goods at an amount
equal to the value of used goods compared to the value of
other processed items while processing. The Orderer and
PRIORIT are in agreement about obtaining co-property by
PRIORIT on new goods at an amount equal to the value of
used goods compared to the value of other processed items
while processing provided that the Orderer acquired property.
§ 7.4 In the case of disposal of goods or of new goods the
Orderer assigns any claims resulting from the resale against
the customer with all secondary rights to PRIORIT, without
any further explications. The abandonment includes any balance
requirements that may arise. However, the abandonment
is only valid at an amount which corresponds with the
price of delivered goods indicated in the invoice of PRIORIT.
The assigned receivables to Priorit have to be settled priority.
§ 7.5 Does the Orderer combine goods or new goods with
premises or moveable items, then, without any further explications,
he assigns receivables which belonging to him for the
connection and all secondary rights to PRIORIT at an amount
equal to the value of the goods resp. the new goods compared
to the value of other used items while combination.
§ 7.6 The Orderer is authorised for collection of assigned
accounts mentioned in § 7 (Reserved Property) - until withdrawal.
The Orderer will immediately pass payment of assigned
accounts at an amount of assured debts through to PRI-
ORIT. PRIORIT is entitled to countermand Orderer’s collecting
authorisation in the case of an important reason especially at
delay in payment, stoppage of payment, initiation of insolvency
proceedings, protest of a bill, valid clues for overextension or
threat of Orderer’s bankruptcy. Furthermore, PRIORIT is able
to reveal assignments of security, to commercialise assigned
receivables as well as to claim that assignments of security
will be revealed by the Orderer to his customers after previously
threaten and observed a suitable period of time.
§ 7.7 To show probably cause of a legitimate interest
the Orderer has to furnish particulars and deliver necessary
documents to PRIORIT to assert his rights against his customers.
§ 7.8 The Orderer has to inform PRIORIT immediately
about distraints, confiscation or any regulations by third parties.
§ 7.9 PRIORIT will release a corresponding part of rights
of security due to Orderer’s demand as far as the realised
values of all rights of security due to PRIORIT, exceeds the
amount of all assured claims above 10 %. However, PRIORIT
has a choice between different rights of security for release.
§ 7.10 PRIORIT is entitled to claim on return of goods resp.
new goods and/or withdrawal from contract also without fixing
of a deadline at breach of duty by the Orderer especially
at delay in payment. The Orderer is obliged to return goods
immediately. There isn’t a letter of resignation of PRIORIT at
a call for return of goods or new goods, unless it is expressly
declared.
§ 8.0 Delivery
§ 8.1 The risk of a loss by accident or a random change
for the worse of the goods delivered on demand of the Orderer
to him or to a third party is transferred to the Orderer with delivery
but with leaving PRIORIT at the latest. This is valid with
no matter whether the delivery of goods goes from the place
of delivery or who pays the freight costs.
§ 8.2 Delivery times indicated by PRIORIT are approximately
and non-binding, unless they were expressly arranged
as binding.
§ 8. 3 The delivery date is fulfilled when the purchased
items have left the plant on the mentioned delivery date or the
readiness for dispatch was communicated to the Orderer.
§ 8. 4 Correct and on time self-supply remain expressly
reserved. At unforeseen obstacles beyond PRIORIT’s will and
reach the time for delivery extends accordingly. It does not
make sense where these obstacles happening at the plant
of PRIORIT or at the respective subsupplier (e.g. breakdown,
delays in delivery of essential raw materials, shortage of raw
materials etc., also especially at acts of nature, state measures,
non-granting of a concession, labour disputes of all kinds
for e.g. commotion, industrial action as well as sabotage). The
same applies to unforeseen obstacles happening while an already
existed delay. In such cases the final deadline set by the
Orderer extends according to the duration of the unforeseen
obstacle.
§ 8.5 When the Orderer refuses delivery of goods (default
in acceptance), Priorit is entitled to set a final deadline
of 14 days and to insist on fulfilment of contract or to claim
for damages in the amount of 25 % of the purchase price.
Nevertheless, Priorit is at liberty to claim for higher damages
at corresponding evidence. The pre-mentioned amount
of damage is out of question, if the Orderer can prove that in
this concrete case a smaller damage was accrued to PRIORIT.
This claim is a damage arranged by contract, it isn’t a penalty.
The Orderer bears the risk of a loss by accident for the period
of time between an arranged and an actually delivery date.
§ 9.0 Liability
§ 9.1 According to legal regulations PRIORIT is liable
for cases of intent or gross carelessness by PRIORIT or representatives
or subcontractors. Apart from that, PRIORIT is
only liable according to product liability law, owing to injury of
live, body or health or owing to culpable breach of essential
contractual right. However, a claim for damages for breach of
essential contractual rights is limited for a characteristic to
the contract and predictable damage. When there aren’t any
of the exceptional cases mentioned above, liability by PRIORIT
in cases of gross carelessness is limited for a damage charac-