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Gira Electrical Installation Systems
7. If the contract is a fixed-date transaction under the terms of Section 376
of the German Commercial Code, the previous paragraph applies, with the
proviso that Customer can withdraw in writing from the contract to the
exclusion of all further rights, unless the losses or damage suffered were
caused intentionally or as a result of gross negligence.
8. In order for Gira to meet the delivery deadline, Customer must fulfil its
contractual obligations and, in particular, its payment obligations properly
and on schedule.
5. Transfer of risk, shipment
1. The Incoterms rules, as amended, currently Incoterms 2010, "EXW" (ex
works) clause, applies to the relationship between Gira and Customer. The
risk of the goods being accidentally destroyed or damaged is transferred to
Customer when the goods are shipped to Customer and, at the latest, when
they leave the factory/warehouse. This applies regardless of whether or not
the goods are shipped from the place of fulfilment and regardless of who is
responsible for the shipping costs.
2. If Gira takes responsibility for the transport insurance as part of its general
insurance policy, the terms and conditions of the insurance apply and the
following documents must be provided by Customer:
a) Factual report from the transport company (for example the receipt from
the haulage firm)
b) Original copy of the consignment note
c) Transfer of rights for the damage caused.
3. If Gira is responsible for the transport damage, Customer must inform
Gira in writing immediately after receiving the shipment that transport
damage has occurred. The damaged parts must be sent back to the factory
in Radevormwald or to the relevant Gira warehouse free of charge. Customer
may not refuse to accept deliveries because of minor defects.
6. Prices, payment terms, securities
1. Gira's prices are quoted ex works or from the relevant warehouse and
exclude the cost of packaging and VAT at the current rate. The cost of the
packaging will be invoiced separately.
2. Unless a fixed price agreement has been reached with Customer, Gira
reserves the right to make appropriate adjustments to the prices as a result
of changes in the cost of salaries, materials and sales for deliveries that are
made three months or more after the contract is concluded.
3. A flat-rate processing fee of EUR 15 will be charged for orders with a value
of less than EUR 100. For third-party deliveries (where the shipping address
differs from the order address), Gira charges a flat-rate shipping charge of at
least EUR 7.50 per shipment. Higher shipping charges will be agreed
individually with Customer.
4. All Customer's payments must be made to Gira's bank account on the
agreed dates.
5. If Customer's financial situation changes after the date on which Gira
sends out the order confirmation and if this could call into question
Customer's ability to fulfil its payment obligations, Gira is entitled to withhold
delivery of the goods or to require Customer to provide security. If Customer
does not comply with Gira's request for security within a reasonable period,
Gira is entitled to withdraw from the contract.
6. If Customer pays within 10 days of the invoice date, Gira offers a discount
of 2%. Gira does not offer a discount on the services that it provides. No
discount will be given on payments that are in arrears. The standard payment
terms are 30 days net. Gira's representatives and salespeople are not
authorised to accept payments or means of payment, unless they have
collection authority.
7. Customer is obliged to comply with Gira's request to pay within 30 days
of receiving the goods. At the end of this period Customer is considered to
be in default, without a further reminder being necessary. While Customer
is in default, it must pay interest of 9% above the base rate on the amount it
owes. Gira reserves the right to provide proof that greater damage has been
caused by Customer's default and to make a claim for damages.
8. If Gira has taken responsibility for setting up and assembling the goods,
unless otherwise agreed, Customer will pay all the necessary incidental costs
such as travel costs, costs of transporting the employee's tools and luggage
and the accommodation allowance, in addition to the agreed payment for the
work.
7. Offsetting payments and rights of retention
Customer is entitled to offset payments to Gira only if its counterclaims are
res judicata or are undisputed. Customer is entitled to exercise a right of
retention with regard to Gira only if its counterclaim is based on the same
contractual relationship.
Scope, definitions
Scope:
These Terms and Conditions of Sale, Delivery and Payment apply only to
entrepreneurs, legal persons under public law or special funds under public
law under the terms of Section 310 para. 1 of the German Civil Code. Any
terms of Customer running contrary to or diverging from these Conditions of
Sale shall not be recognised unless they have been expressly agreed to by
Gira in writing.
2. These Terms and Conditions of Sale, Delivery and Payment apply to all
future transactions with Customer, provided that they are legal transactions
of a related kind.
Definitions:
The terms 'Gira', 'Customer' and 'Entrepreneur' have the following meanings:
Gira is
Gira Giersiepen GmbH & Co KG,
Dahlienstrasse,
42477 Radevormwald
Customer is any entrepreneur that Gira enters into a contract with in
accordance with Section 2 of these General Terms and Conditions.
Entrepreneur is any natural or legal person or partnership with legal
capacity which is exercising its trade or profession when entering into a
transaction with Gira.
1. General provisions
1. Gira reserves without limitation its rights of ownership and exploitation
of copyright in respect of cost estimates, drawings and other documents.
The documents may be made available to third parties only with Gira's prior
written consent. If the order is not placed, they must be returned to Gira
upon request without undue delay. Sentences 1 and 2 apply mutatis
mutandis to Customers' documents. However, these may be made available
to any third parties that Gira has commissioned, to the extent permitted, to
deliver the products and services.
2. Partial deliveries are permitted if they are acceptable to Customer.
2. Offer and conclusion of the contract
If a purchase order can be regarded as an offer under the terms of
Section 145 of the German Civil Code, Gira can accept this within two weeks.
3. Scope of the deliveries and services
The documents, drawings, information about weights, samples etc. enclosed
with Gira's offer are only approximate, unless otherwise stated in the offer.
Gira expressly reserves the right to make changes to the design, layout,
choice of materials and manufacturing process even after sending the order
confirmation, provided that this does not affect the quality, price and/or
material functional data or the delivery period and that this is acceptable to
Customer.
4. Delivery periods
1. The delivery period specified by Gira is not binding, unless other
agreements are reached with Customer. This is explicitly dependent on
correct and punctual deliveries being made to Gira.
2. The delivery period will be extended if unforeseen, unusual and
unavoidable events occur, including but not limited to strikes of any kind,
embargoes and the failure of Gira's suppliers to deliver on schedule.
3. If the shipment of the goods is delayed at Customer's request or for other
reasons, for which Gira is not responsible, Customer will pay the resulting
additional costs and will bear the risk of the goods being accidentally
destroyed or damaged after notification of readiness for delivery.
4. If the product is stored in the Gira factory (or on the premises of Gira's
authorised representatives), Gira is entitled to charge at least 0.5% of the
price of the delivery for every month or part of a month of storage. Gira
reserves the right to make other claims, in particular under the terms of
Section 373 of the German Commercial Code.
5. Gira reserves the right to make partial and early deliveries.
6. In the event of a delay in delivery, for which Gira is responsible, Customer
is obliged to grant Gira in writing an appropriate extension period. If, in the
event of a delay in delivery, Customer grants Gira an extension period that is
reasonable in the circumstances and if Gira misses the new deadline due
to reasons, for which Gira is responsible, Customer is entitled to withdraw
from the contract. Customer may only claim compensation if any losses or
damage suffered were caused intentionally or as a result of gross negligence.
Terms and conditions of sale, delivery and payment
for the Building Technology business division
