Terms and conditions of Basile GmbHOur terms and conditions as a PDF download (28 KB)
The following conditions apply to all quotations and agreements, including any future business relationship with the buyer. We do not accept any conditions of the buyer which deviate from these conditions.
2. Quotation and conclusion of the contract
Our quotations are non-binding and without obligation. The contract comes about as a result of our written confirmation of the order and its content. Dimensions, weights, illustrations, drawings or other data and information are only binding if expressly agreed in writing.
The prices quoted in our order confirmation shall be decisive. Prices are inclusive of packaging (based on our choice of packaging) and are ex works / showroom. Our prices are based on the cost factors that were applicable when the contract was concluded. If there is a significant variation in these cost factors in the period up to the agreed delivery, e.g. raw materials and auxiliary materials, wages, freight, energy costs, we are entitled to make a corresponding adjustment to the price which results from the influence on the final price by the percentage increase of the respective cost factor. In the case of an adjustment, the buyer is entitled to demand a written statement from us detailing the nature and scope of the cost increase.
Our invoices are payable 14 days after the issuing of the invoice with 2% discount or within 30 days without deduction. In the case of special products that are specifically designed and manufactured for the buyer’s order, payments are due as follows: One-third of the total order price stated in the confirmation upon receipt of the order confirmation, another third upon delivery, the remaining balance shall be payable 30 days after the invoice date, in each case without any deduction. Especially in the case of the sending of cheques or bills of exchange (which we are under no obligation to accept) a payment only takes place when the amount is fully credited to us. If the buyer defaults on payments or if a deferral is agreed, we shall be entitled to charge interest at a rate of 3% above the discount rate from the date of default or deferral. The assertion of further damages remains unaffected. If the buyer is in default with payments, especially if he does not perform payment within 30 days after the due date and receipt of the invoice, or if a deferral is agreed, we are entitled to charge interest from the default date or deferral date at a rate of 8 percentage points above the base rate. The assertion of further damages remains unaffected. The buyer may only offset undisputed or legally established counterclaims. This correspondingly applies to the assertion of a right of retention or a right to refuse performance by the buyer.
5. Delivery and performance
The dates and delivery times specified by us are agreed as approximate if they are not expressly designated as binding. The delivery time is met if the delivery item leaves the factory before the delivery time elapses or if we have reported the goods as being ready for dispatch. Sale and delivery of the goods shall depend on correct and punctual supply to ourselves. Even in the case of binding deadlines and delivery dates, we shall not be responsible for delivery and performance delays that are due to force majeure or due to events that impede the delivery for us or make it impossible, e.g. subsequent sourcing difficulties that arise, malfunction of any kind, the breakdown of means of transport, official decrees, etc., even if they occurred with our supplier. We shall then be entitled to accordingly extend the delivery and/or performance for the duration of the impediment. The buyer shall be notified of the impediments. If the impediment lasts longer than three months, the buyer shall be entitled to withdraw from the contract on account of the unfulfilled part after a reasonable period of grace has been set. Additional claims shall be excluded, unless there has at least been an element of gross negligence. We are entitled to make partial deliveries and perform partial services. The documents, plans, drawings, etc. that are sent to the buyer for approval must be sent back to us immediately by the buyer with the annotation of approval. We are entitled to postpone the execution of the delivery and/or service until the receipt of these documents and/or the à-conto- payments specified in sec. 3 paragraph 2.
6. Transfer of risk
Risk passes to the buyer with the transfer of the products to the person authorised to carry out transportation and/or with the dispatch from the factory. At the buyer’s request the shipment can be insured by us at his expense against the desired risks, e.g. damage as a result of theft or breakage, transport damage, fire damage and water damage. If, without our fault, the dispatch is delayed or impossible, the risk shall be passed to the buyer with the notification of readiness for shipment. The buyer shall agree that we will then insure the shipment against any risks that would reasonably be considered at his own expense.
7. Notification of defects
Any notification of defects on the part of the buyer must be sent to us in writing without delay and at the latest, within one week following receipt of the delivered item. Defects that cannot be detected straight away following careful examination should be notified to us within eight days after their discovery.
We guarantee that our products are free from material defects and defective titles. Warranties of any kind are only accepted if they are expressly agreed in writing and designated as such. The statutory period of limitation is 2 years from the date of delivery. In this respect, no liability will be accepted for parts that are subject to premature wear or tear due to their material properties or the way in which they are used. We shall not be liable for natural wear and tear, excessive loading, chemical or electrical influences, the influences of the weather or other natural influences. The liability for defects is excluded if our operating and maintenance instructions are not followed, modifications are made to the products, parts are replaced, consumables are used which do not conform to our specifications or if the buyer himself is culpable of rectifying a defect. In the case of products which are submitted for completion, refurbishment and reworking, including products made by us, no liability is assumed for characteristics during hardening or machining. If the material is defective in the machining process, the compensation component that is previously accrued remains unaffected. In the case of special products, we are only liable for execution in conformity with drawings if the production takes place in accordance with the design documents of the buyer. In all other case, we are only liable for negligently defective design, poor execution and for material defects in the presentation of the material by us. If the solution of design tasks is left to us, we are only obliged to provide a warranty for defects if the buyer can prove that, through negligence, the product does not correspond to the prior art. In no event do we provide a guarantee where the buyer intends to achieve certain results, properties or other objectives through the use of our products and/or by means of equipment and machines used by him, unless these results, properties or other objectives have been expressly agreed in writing and the buyer proves that the purpose of the contract will not be achieved due to a deficiency in our products. The purchaser shall guarantee that his drawings, data and other information (including his knowledge concerning the nature, extent and location of the use of our products) are correct and complete. If we are liable for defects, the buyer may, at his discretion and by way of subsequent performance, require that a) the defective product is sent to us in order to correct the defect where, at our discretion, it will be repaired (reworking) or replaced with a new part and returned to the buyer or b) the buyer retains the defective product, whereupon we shall send a technician to the place of delivery specified in the order confirmation, who will perform the repair and/or the replacement delivery. If the buyer requires that the remedial work is carried out at a place specified by him, we shall be obliged to meet this demand if, in his request, the buyer states in writing that with binding effect, he will pay the labour and travel costs of a technician at reasonable and customary rates beyond service at the place of delivery. The obligation does not apply if we prove that a technician that is suited to the nature and scope of the required journey is not available or that the defect is a minor defect that does not justify such expense. In which case, our liability for defects in accordance with a) shall apply. If the subsequent performance fails despite a reasonable period of grace by the buyer, the buyer may at his discretion, request that his payment is reduced (reduction) instead of remedy or to cancel the contract. The buyer shall incur costs that arise through unauthorised notification of defects. The assignment of warranty claims by the buyer is excluded. The above conditions define our liability for defects exhaustively and exclude any other rights of the buyer, especially any claims for damages on the part of the buyer. This does not apply in cases relating to sect. 444 Liability exclusion 2, German Civil Code (BGB).
9. Limitation of liability
Unless there is intent or gross negligence, our liability for any claims on the part of the buyer on legal grounds which are not in accordance with the subject of the liability for defects (in point 8 of these terms and conditions related to sales and delivery) is excluded.
10. Retention of title
The delivered goods shall remain our property until all claims, including future claims, from the business relationship with the buyer and related companies, including all balance claims from the current account are paid in full. Processing or transformation takes place for us as a manufacturer, however without obligation on our part. In the case of processing, connection, mixing or blending with other objects to form a single object, it shall be agreed that the (co)ownership of the buyer in the single object will be transferred to us in accordance with the invoice value and the buyer shall take custody of the object on our behalf. The buyer may process and sell our reserved goods in the ordinary course of business as long as he is not in default. The purchase price claims resulting from the resale or any other legal basis (insurance, tort) due to our reserved goods, wage claims or any other claims of the buyer shall be hereby assigned to us in full by way of security. The buyer has the revocable right to recover the assigned claims in his own name. The proceeds we are entitled to are to be forwarded to us immediately upon receipt. Our authority to collect claims ourselves remains unaffected, however we are obliged not to collect claims as long as the buyer meets his payment obligations. We may request that the buyer notifies us of the assigned claims and their recipients, provides all of the information that is necessary for collection, hands over the relevant documents, and informs the recipients of the assignment. We are obliged to release the securities agreed above to the customer on request at his discretion insofar as their value exceeds the secured claims by more than 20 %. The buyer’s right to possession of the reserved goods expires when we successfully withdraw in accordance with sect. 323, German Civil Code (BGB).
11. Documentation and industrial property rights
The technical knowledge embodied in the pictures, drawings, samples etc. transferred by us in connection with our goods and services remains our intellectual property. Reproductions, imitations and disclosure of these documents are prohibited. The plans, drawings, samples etc. transferred by the buyer become our property. The buyer is solely responsible for their accuracy. The buyer shall guarantee that the documents transferred by him do not intervene in the rights of third parties. We are not obliged to carry out our own separate verification. If we are held liable by third parties for an infringement of industrial property rights, including expertise, the buyer shall indemnify us against such claims. If claims are made against the buyer or his customer by a third party for any infringement of industrial property rights, we are obliged to indemnify ourselves, unless the buyer is affected by the design of the delivered item. This indemnity obligation is limited by the value of the purchase price of the delivered goods concerned. We are entitled to exempt ourselves from this indemnity obligation by a) obtaining the required licence with respect to the allegedly infringed industrial property right or b) provide the purchaser an amended delivery item and/or the affected parts of it, which are not subject to the alleged property right infringement.
12. Place of fulfilment, place of jurisdiction and severability clause
The head office of our factory is the place of fulfilment for the obligations of both parties that follow from the contract. The place of fulfilment for payments however, is Heilbronn. If the buyer is a merchant, a corporate body under public law or a special fund under public law, Heilbronn shall be the place of jurisdiction is for all disputes arising from the business relationship and processes relating to bills of exchange and cheques. German law shall apply. If any of the provisions of these terms or any provision of another agreement with the buyer is or becomes wholly or partially ineffective, the effectiveness of the remaining provisions or agreements shall not be affected.