General Terms and Conditions
I. General – scope of applications
1. The following conditions apply for all quotations and contracts of KOGE Europe GmbH based in Ellingen (below referred to as KOGE).
2. Our sales- and delivery conditions are integral parts to all contracts, which we conclude from offered deliveries and services with our customers. They also apply for all future business with our customers, even if they are not separately agreed on again.
3. Contradict or different conditions from customers are not accepted by us, except we explicitly agree their validity in written form.
II. Quotation – Conclusion of a contract
1. Our quotations are always non-binding and without commitment, if not different mentioned on our order confirmation; prices and eventual promises of special prizes are only valid for the respective order and not for future contracts.
2. Drawings, figures, calculations, weight- and size indications, cost estimates and other documents as well as miscellaneous power ratings are only binding if explicitly agreed in written form. Above mentioned documents remain our property and are protected by copyright; the customer may not give access to third parties.
3. Technical advice is based on our best knowledge and belief; liability can only be derived if this advice is part of a contractual agreement.
4. Orders or contracts are considered accepted, once we confirm them in written form or complete them promptly after incoming order.
III. Prices – Payment Terms
1. Relevant are the mentioned prices in our order confirmations in Euro plus the valid tax on the day of invoicing. We can quote in USD if you wish, referring to the exchange rate daily.
2. If not mentioned different in our order confirmations, our prices apply „ex works “, excluding packing; these will be charged separately. Contrary Agreements will be particularly agreed on.
3. Deduction of discount needs particularly written agreement.
4. If not mentioned different in our order confirmations, the Invoice amount is due for payment without deduction withing 14 days after Invoice date. Crucial for the date is the receipt of payment at our bank. We are entitled to request default interest amounting to 8% of the particular base rate as of the due date. Furthermore, the legal rules apply to the impact of default in payment.
5. First deliveries are made against prepayment. We reserve the right to require prepayment in other cases as well. It will be obvious on our quotations and/or order confirmations.
IV. Retention of title
1. The goods remain property of KOGE until full payment. The buyer must treat the goods carefully and insure fully against loss or damage through external force; in fact at least in height of outstanding debt and/or the nominal value of the goods.
2. In case of non-confirm action of customer, we are entitled to hold back the goods and/or withdraw the contract. Holding back from our side does not imply withdrawal from contract.
3. The retention of title extends to the full value of processed, mixed or joined subject; thus, we acquire co-ownership of the new object in relation from the value of our goods to the other processed goods at time of processing. Emerging claims against third parties from resale of the goods will be transferred to us from customer in amount of possible co-ownership share. In case of delay, we are entitled to reveal the assignment for security against the third party and claim and demand the payment claim from our customers in our own name. In case of confiscation, seizure, intervention by third parties or other disposals against the goods, the customer must inform us immediately in written form.
4. All tools made for a contract remain property of KOGE. This is also valid they are completely or partly charged from customer.
V. Delivery – Delivery Time, Transport and Insurance
1. Deadlines and dates are non-binding in general, expect they are explicit stated as binding in our order confirmation.
2. Delivery Time starts with acceptance of the order by KOGE and complete clarity of the order. The compliance of delivery time assumes the timely and proper performance of commitments from customer. If this is not the case, if belated changes are affected or if the term of payment is not met, the delivery time can be reasonably postponed. KOGE does not have to substitute for delay due to force majeure (for example epidemic, war, riot, significant breakdown, strike, natural phenomenon).
3. Part deliveries are permitted in general, expect it is generally excluded in written form beforehand. KOGE reserves the right for excess or short deliveries of 10%.
4. The goods are carefully packed by KOGE. If the customer has special wishes for packing, it must be announced timely. Packing is charged to customer. The customer is liable for disposal at own expense; packing is not taken back from KOGE, expect for pallets.
5. Transport takes place on account and risk of customer. The risk is transferred to customer at time of dispatch of the goods. If the customer has special wishes for insurance, it must be announced timely. The insurance against any damage is incumbent upon customer. Even if concluded with KOGE, it is charged to customer.
6. Complaints regarding the transport must be addressed to the last carrier at time of receipt of delivery or freight documents immediately. KOGE cannot be hold responsible for delayed delivery from carrier and the consequences.
7. If KOGE cannot comply with the agreed delivery time, the customer must set a grace period of 4 weeks in written form and declare that he denies the service after this period. If damage occurs to customer due to delayed delivery, the compensation claim is limited to 5% of the purchase price; except if it was caused intentionally or as a result of gross negligence on our part. Extensive liability is excluded.
VI. Warranty – Liability
1. KOGE guarantees that the delivered products are without manufacturing or material defects. Assured features are only those which are explicit mentioned in the order confirmation. The guarantee applies until end of warranty period (12 months after delivery) at the longest.
2. If the customer finds defects, he must report to KOGE in written form within a time limit of 2 weeks after reception of products. If this is neglected or if the time limit is exceeded, the delivery is considered flawless and the warranty claims are excluded.
3. If the products are defective, the customer can demand replacement delivery or repair of defect during the warranty period. Defective products with clear accompanying documents must be returned to us directly.
4. If a defect is not solved by replacement delivery or elimination of defect within an appropriate time by KOGE, the customer can demand deduction of purchase price or rescission of the contract. The warranty is considered as failed if also the second attempt of replacement delivery or repair of defect remains without success.
5. A proceeding warranty claim for emerging subsequent costs does not exist. A liability for emerging consequential damages is exlcuded. Any liability regarding damage compensation due to non- or inadequate performance is excluded, insofar as purpose or gross negligence from our side can be excluded. This regulation is also valid for the claim of expenses incurred in vain as well as damage of legal interest from customer through the delivered products. We only bear liability for damages which did not occur on the delivered product itself in case of purpose, gross negligence, culpable violation of life/body/health or in case of defects which we maliciously kept secret or which we guaranteed to be absent.
6. The warranty expires premature if the customer performs improper changes or repairs or if the customer does not take all suitable measures for mitigation or does not give the opportunity to KOGE to debug the defect.
7. Excluded from warranty and liability of KOGE are defects which are verifiable not due to bad material, incorrect construction, imperfect performance or other reasons not accountable to KOGE. Further, as long as they are not mistakes on our part, KOGE does not take over warranty if following defects occur: improper or unprofessional usage (e.g. if customer abuses or damages the product externally, or similar), faulty assembly or commissioning by customer (e.g. exposal to excessive physical or electric overvoltage, or similar), natural erosion due to aging and/or abrasion (e.g. diaphragm, valves, seal rings, or similar), faulty or negligent treatment (e.g. not implemented service or change of expendable parts, use of unsuitable utilities, missing or modified serial number, or similar), faulty input or defects caused by chemical, electrochemical or electrical effects.
VII. Final clause
1. Place of venue for any possible resulting disputes from business relations between KOGE and the customer is of our choice Weißenburg, if the customer is a general merchant, a corporate body under public law or public-legal separate estate.
2. Solely German law applies, CISG (United nations Convention on Contracts for the International Sale of Goods) is excluded. This is also valid if the customer is foreigner or legally seated abroad.
3. In case of doubt, inconsistencies or contradictions between the German and English version of these terms and conditions, the German wording is binding.
4. If one term should be invalid, the efficacy of other terms is not affected.