IMPRINT/GTC


CINESCENT
a brand of the REUSCHETEC GmbH

Varrelheidering 9
D - 30659 Hanover

0049 / 511 / 61 90 41
0049 / 171 / 3181443

Christa Reusche
Tax number
25/202/37990
Commercial register
Hannover HRB 51278

Webdesign and programming:
Barbara Eilers

www.b-esign.de


General Terms and Conditions of Sale and Delivery

1.       General aspects

           

The contractual relationship between the parties is subject to the law of the Federal Republic of Germany but not to the United Nations Convention on the International Sale of Goods (CISG).  

Our terms and conditions as set out in the following apply to all sales and delivery transactions. Customer acknowledges this in placing his/her/its initial order.

Terms and conditions other than these will only apply if specifically agreed to and confirmed by us in writing. Any changes to individual provisions will have no effect on the remaining provisions herein. 

Customer’s conditions of purchase shall place us under no obligation, even if we do not expressly object to or contradict them anew. No rights or obligations arising from or in connection with the contract may be transferred to third parties without our specific consent.

Unless subsequently agreed otherwise, these terms and conditions shall govern any and all current and future business transactions between the parties even if no specific attention is drawn to them in connection with individual orders placed within the framework of an existing business relation. 

2.       Offers

Even if not specifically agreed to such effect, any and all offers shall be non-binding. 

3.       Orders

Orders will only be deemed accepted if acknowledged by us in writing. Should a delivery take place without acknowledgement of order then the respective invoice will at the same time serve as acknowledgement of order.

4.       Prices

Prices shall be subject to change without notice and are understood as ex works exclusive of packaging. Postage, freight, other shipping costs, insurance, customs and excise duties as well as any costs for returning the goods or packaging shall be for the account of Customer. 

Supplier shall have entitlement to re-determine the price given in the contract in the event of any rises in the cost of factors on which the pricing is based – such as wages, raw materials, freightage, taxes, customs duties or other levies – or of the coming into effect of new burdens/levies of such type.

The number of items delivered to Customer shall be decisive in terms of the charging of invoice.

5.       Delivery

Each individual order shall be subject to the agreement of the delivery time. In the event of shipment not being possible for reasons for which we cannot be held responsible, the delivery time shall be deemed to have been adhered to on timely communication of our readiness for shipment.

Quoted delivery times are non-binding. We shall have entitlement to suspend the delivery obligations in full or in part in particular in the event of force majeure, strike, lockout, shortage of raw materials and energy, accidents, interruptions in transport and production operations, irrespective of whether such events take place at our premises or those of our suppliers.

Non-adherence to confirmed times of delivery for reasons for which we cannot be held responsible shall not entitle Customer to claim for damages or withdraw from the contract. Supplier shall have entitlement to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up time. Should the duration of the hindrance exceed two months, Customer may, having set a reasonable deadline extension, withdraw from the contract to the extent of the non-fulfilled part of the order in question.

In the event that the responsibility for non-adherence to bindingly agreed periods and deadlines or for delays in performance lies with us, Customer shall have entitlement to compensation to an amount of 0.5 percent for each completed week of delay but no more than 5 percent of the invoice value of the deliveries or services affected by the delay. Any additional claims shall be excluded unless the delay in question is at least due to gross negligence on our part.

In the absence of specific instructions the selection of route and means of transportation will take place to the best of our judgement without liability for the cheapest and fastest shipment. 

Unless otherwise agreed, the mode of packaging shall be at our discretion and charged for at the valid prices. In terms of acceptance of delivery, orders shall have a maximum duration of 12 months as from receipt thereof, otherwise we shall have entitlement to either deliver the goods, withdraw from the contract or claim damages.

Customer may not refuse or reject partial deliveries.

In the case of taking back of goods for reasons for which we cannot be held responsible we shall charge an amount of 10 percent of the charged value of the goods in question for check-in and collection. Credit memos and repurchases will only be granted for setting off against deliveries. Special product versions are expressly excluded from repurchase/take-back.

6.       Complaints

Customer shall inspect the ordered goods immediately on arrival for evident defects/nonconformities which an average customer can be expected to detect without problem. Evident defects/nonconformities also include the lack of any manuals or other documents, as well as significant, readily visible damage to the goods. Also included under this definition are cases in which the product delivered is not the one that was ordered or is not delivered in the ordered quantity. Customer shall complain in writing without delay in respect of such evident defects/nonconformities.  Our performance shall be regarded as having been accepted if we have not received a written complaint about the non-order-compliant delivery within 8 days as from receipt of the goods at Customer’s premises. 

Defects not becoming evident until later must be complained about to us in writing immediately on detection thereof. The goods shall be deemed approved in terms of the defect/nonconformity in question in the event of failure to meet the inspection/complaint obligation and at latest one year as from delivery or repair. 

7.       Liability for defects/nonconformities

On corresponding communication on the part of Customer we shall rectify any defect/nonconformity or shortcoming in terms of the delivered object and any accompanying documents as well as defects arising from repairs carried out by us, doing so within a period of one year as from the date of the delivery or repair in question. At our discretion this shall be effected by way of free-of-charge reworking or replacement of the entire object or part in question. In the case of replacement, Customer shall return the defective object or parts.

If it should not be possible to rectify the defect within a reasonable period or if the reworking or replacement is to be regarded as failed for other reasons, Customer may demand reduction of the price or withdrawal from the contract as seen fit. Withdrawal from the contract shall be subject to the Customer’s fruitless setting of a reasonable final deadline. At our request, Customer shall in such instance state whether he/she/it wishes for price reduction or withdrawal from the contract.   

Failure in terms of subsequent performance cannot be presumed until we have been given adequate opportunity to carry out the reworking or replacement delivery and in doing so failed to achieve the desired success, or if said reworking or replacement is impossible, or if we refuse or unreasonably delay the performance thereof, or if there are justified doubts as to the prospects of the success thereof, or if there should be any other form of unacceptability in terms of the subsequent performance. We shall accept no liability for the defect itself or for any consequences arising therefrom in the event that Customer or third parties has/have undertaken any modification or repair of the product in question without our prior approval.

Specific assurances in terms of characteristics and durability/shelf life shall require our express written confirmation in order to be valid. Any and all details as to characteristics and agreements thereon shall not constitute guarantees, to which extent no agreement on absolute liability is herewith agreed.  

Customer bears sole responsibility for the use of any and all articles supplied by our company unless we have, at Customer’s request, specifically confirmed in writing the suitability thereof for a particular application. We shall in particular accept no liability for defects arising from unsuitable or improper usage or defective installation and/or commissioning on the part of Customer or third parties, natural wear and tear, incorrect or negligible treatment, unsuitable operating materials/equipment, alternative materials, chemical, electrochemical or electrical influences unless the causes thereof can be attributed to us.

b.

We shall accept no liability for slightly negligent violation of obligations if these do not involve any essential contractual obligations, damage arising from injury to life, limb or health, or guarantees or claims under product liability law. The same shall apply in respect of violation of obligations on the part of our vicarious agents. We shall also accept no liability in the event of noncompliance with any operating instructions accompanying our products. The same shall apply in the case of damage arising from unsuitable or improper usage or defective installation and/or commissioning on the part of Customer or third parties, natural wear and tear, incorrect or negligible treatment, unsuitable operating materials/equipment, alternative materials, chemical, electrochemical or electrical influences.  

Warranty claims against us may only be asserted by the direct Customer and may not be assigned elsewhere.

8.       Reservation of proprietary rights

Supplier reserves the proprietary rights to the delivered goods until Customer’s payment in full of all existing and future receivables due to Supplier in respect of transactions within the framework of the business relationship with Customer; this applies to claims arising from the supply of goods, provision of services, as well as in the event of tort and also in the event that individual or all of Supplier’s claims have been compiled into an open account and the balance struck and acknowledged.   

Any processing or treatment of the reserved goods undertaken by Customer on behalf of Supplier shall not give rise to obligations for the latter. Any  processing, combination or mixing of the reserved goods with other goods that are not the property of Customer shall entitle Supplier to co-ownership of the result thereof, proportionate to the value of the reserved goods to the other goods involved at the time of such processing, combination or mixing. In the event that Customer acquires sole ownership of the new object, the contracting partners are in agreement that Customer shall grant Supplier co-ownership of the new object in proportion to the value of the processed, combined or mixed reserved goods and store it free of charge for Supplier

Customer may resell the reserved goods in the ordinary course of business, but for such case here and now assigns to Supplier all claims arising to him/her/it against purchasers or third party from such resale. In the event that Customer sells reserved goods in unprocessed state or after having been processed or combined with objects that are the sole property of Customer then Customer here and now assigns to Supplier any and all claims arising from such sale to their full amount. In the event that Customer sells reserved goods in unprocessed state or after having been processed or combined with objects that are not the property of Supplier then Customer here and now assigns to Supplier any and all claims arising from such sale to the extent of the value of the reserved goods with all subsidiary rights and priority over the rest. Supplier herewith accepts such assignment. Customer is authorized to collect such receivables even after the aforementioned assignment. This shall not affect Supplier’s entitlement to collect such receivables itself; however, Supplier undertakes not to collect such receivables for as long as Customer meets his/her/its payment commitments and other obligations. Supplier may demand details from Customer as to the assigned claims and the corresponding debtors, the information required to make collection, and that all associated documents be handed over and the debtors notified of the assignment. 

Customer’s authorization and obligation to collect assigned receivables shall remain in effect until revoked by Supplier. Said authorization to collect assigned receivables shall lapse, even without requiring specific revocation, in the event that Customer suspends his/her/its payments. At Supplier’s request, Customer shall give immediate written notification as to whom the goods have been sold and to which receivables he/she/it is entitled as result of said sale.

Customer shall have no other powers of disposition over the reserved goods or the claims assigned to Suppler. Customer shall notify Supplier without delay in the event of any impairment of the rights to the goods owned by Supplier.

Customer’s failure to meet his/her/its payment obligations to Supplier or violation of any of the obligations arising from the contractually agreed reservation of proprietary rights shall make the remaining debt fall due for immediate payment in its entirety.   In such case Supplier shall have entitlement to demand the handing over of the goods and collect them from Customer. Customer shall have no entitlement to ownership and shall assign to us any and all claims and rights of Customer vis-à-vis purchasers which might arise from resale of the goods delivered by us under reservation of proprietary rights and, as the case may be, any processing or integration thereof, doing so as security in respect of all claims of ours against him/her/it.  

At Customer’s request, Supplier shall transfer to Customer its proprietary rights to the reserved goods and the claims assigned to it in the event that the value thereof exceeds the value of the claims due to Supplier by 20 percent.

Customer shall notify Supplier without delay of any examination or any impairment of our rights on the part of third parties. We shall only accept bills of exchange and cheques as/in payment. Payment by cheque with simultaneous substantiation of a financing arrangement via bill of exchange will not apply as repayment of the purchase amount. 

9.       Payment

Payments shall be made strictly net at Customer's cost within 30 days of receipt of invoice.

However, the purchase price shall be immediately due for payment in the event that Customer falls into arrears with other claims that are due to us or if uncertainties in terms of Customer's financial situation become known as result of bankruptcy proceedings, bill or cheque protest, enforcement by writ or the loss of a guarantee or any occurrences as per Article 321 BGB (German Civil Code). In such case we shall have entitlement to deliver outstanding supplies subject to payment in advance only or to withdraw from the contract.

A cash discount of 8 percent shall be granted on payments made in cash within 8 days of the date of invoice provided that Customer has settled all previous payments and obligations to us.

Bills of exchange in any form will only be accepted subject to prior agreement and under reserve. Cheques or bills of exchange will only ever be accepted in/as payment and at Customer's expense. We shall accept no liability for the punctual presentation and on-charging of bill protests.

In the event that Customer falls into arrears by failing to respond to our reminder or by failing to adhere to a purchase commitment or an obligation to take deliver by allowing such periods to expire, we shall then have entitlement to set a final deadline; if this proves fruitless we may then withdraw from the contract and/or demand compensation instead of demanding Customer's performance or reimbursement of outlay. The extent of such compensation shall be set according to the damages actually sustained or, however, excluding any claim for higher damages without substantiation to 50 percent of the charged amount unless we are provided with substantiation to the effect that there were no damages or loss in value at all or that the damages or loss in value in question was significantly less than the aforementioned lump-sum amount.    

Without any prior reminder being required, Customer shall be deemed to have fallen into arrears on failure to meet the payment target of 30 days and shall then become liable to pay interest on arrears at the level of conventional bank rates on overdrafts. Supplies will in such instance only take place against payment in advance or cash on delivery. 

Customer shall have no entitlement to withhold payments or set off against such payments on grounds of any counterclaims.

10.   Drawings

Drawings, documents, plans or blueprints received from us shall on no account be disclosed or made available to third parties by their recipient. Non-compliance with this provision shall obligate to payment of full damages. 

Such drawings, documents, plans or blueprints shall be returned at recipient's own initiative in the event that the order to which they relate does not materialize.

11.   Place of fulfilment and jurisdiction

Hanover is agreed as place of jurisdiction.