Sales, De­liv­ery and Pay­ment Terms of Wal­ter Binde Optik GmbH & Co. KG


1. Gen­eral Pro­vi­sions

The fol­low­ing con­di­tions shall be the basis for any and all de­liv­er­ies and ser­vices. Any dif­fer­ently worded gen­eral terms and con­di­tions by the cus­tomer, any de­vi­a­tions or oral side arrange­ments shall only be bind­ing if they are ei­ther in ac­cor­dance with manda­tory law or have been ex­plic­itly con­firmed by us in writ­ing. Even in case of the in­va­lid­ity of in­di­vid­ual pro­vi­sions, the con­tract shall re­main bind­ing in its re­main­ing parts. Within a rea­son­able scope, the con­tract­ing par­ties shall re­place, in good faith, any in­valid pro­vi­sions by such reg­u­la­tions which best do jus­tice to the eco­nomic pur­pose of the con­tract with­out es­sen­tially chang­ing the con­tents of the con­tract. The same shall apply if an ex­plicit reg­u­la­tion is miss­ing for any cir­cum­stance re­quir­ing reg­u­la­tion. The con­tract shall be in­valid if ad­her­ence to it pre­sents an un­rea­son­able hard­ship for a con­tract­ing party.

2. Con­tract and Scope of Per­for­mance

Our of­fers shall be non-bind­ing. Or­ders shall only be bind­ing for us after we have con­firmed them in writ­ing. If a writ­ten con­fir­ma­tion is miss­ing, it shall be re­placed by the is­sued in­voice or de­liv­ery note. Our writ­ten con­fir­ma­tion alone shall be de­ci­sive for the scope of the per­for­mance owed. Cat­a­log in­for­ma­tion, il­lus­tra­tions, prod­uct de­scrip­tions, etc. shall be con­sid­ered to be merely ap­prox­i­mate. Any minor and/or cus­tom­ary de­vi­a­tions shall be re­served – such as those within the scope of con­tin­u­ous prod­uct im­prove­ment – which do not im­pair us­abil­ity and which are rea­son­able for the cus­tomer.

3. Prices and Terms of Pay­ment

Prices shall be in Euro ex works Min­den ex­clud­ing pack­ag­ing, plus the re­spec­tively ap­plic­a­ble sales tax. Pay­ments shall be made with­out de­duc­tions within 30 days from the date of in­voice; or minus a 2 % dis­count if pay­ment is made within 10 days from the date of in­voice. Pay­ments shall be made free seller's domi­cile. For con­tracts with en­ter­prises, when the pay­ment term is cul­pa­bly ex­ceeded, we may de­mand late in­ter­est in the amount of 8 % above the re­spec­tively valid basic in­ter­est rate ac­cord­ing to § 247 BGB (Ger­man Civil Code). If the cus­tomer is in ar­rears with a rather sub­stan­tial part of the pay­ment, or if checks or bills go to protest, or if the pre­req­ui­sites for grant­ing cred­its are no longer ap­plic­a­ble, any and all our re­ceiv­ables from him shall be due for im­me­di­ate pay­ment. This shall also apply for ini­tially de­ferred in­voices, as well as for bills or checks which are due and payable later. If the cus­tomer's fi­nan­cial sit­u­a­tion de­te­ri­o­rates con­sid­er­ably after con­tract con­clu­sion or if any al­ready ex­ist­ing credit un­wor­thi­ness be­comes no­tice­able only after con­tract con­clu­sion, we shall be en­ti­tled to refuse any de­liv­er­ies not yet per­formed or, re­spec­tively, de­mand ad­e­quate pre­pay­ments or pro­vi­sions of se­cu­rity if the valu­able con­sid­er­a­tion or quid pro quo is jeop­ar­dized. The cus­tomer can only off­set with such re­ceiv­ables which are un­con­tested or un­ap­peal­ably de­clared. Any right of re­ten­tion may only be con­sid­ered by the cus­tomer in­so­far as claims under the same con­trac­tual re­la­tion­ship are con­cerned.

4. De­liv­ery

De­liv­ery pe­ri­ods shall begin with the con­tract con­clu­sion and can only be bind­ingly agreed upon in writ­ing. The de­liv­ery pe­riod shall be rea­son­ably ex­tended if the buyer de­lays or re­frains from per­form­ing any re­quired and/or stip­u­lated acts of co­op­er­a­tion or does not com­ply with the stip­u­lated pay­ment terms. Anal­o­gously, the same shall apply in case of mea­sures upon the onset of un­fore­seen ob­sta­cles which are out­side of our sphere, e.g. de­lays of de­liv­ery by one of our sup­pli­ers, traf­fic and op­er­at­ing fail­ures, short­ages of ma­te­r­ial or en­ergy, etc. Also, any cus­tomer-in­duced changes in the goods to be sup­plied shall re­sult in a rea­son­able ex­ten­sion of the de­liv­ery pe­riod. We shall be en­ti­tled to par­tial de­liv­er­ies as far as the cus­tomer can rea­son­ably be ex­pected to ac­cept it. We shall re­serve the right of rescis­sion of the con­tract in case of any pro­longed non-avail­abil­ity of the ser­vice or per­for­mance.

5. Dis­patch and Pas­sage of Risk

When dis­patch­ing the goods, the risk of ac­ci­den­tal loss and ac­ci­den­tal de­te­ri­o­ra­tion of the goods shall pass to the cus­tomer when the goods are de­liv­ered to the per­son con­duct­ing the trans­port or when the goods have left our ware­house for the pur­pose of dis­patch. Un­less oth­er­wise agreed upon, the mode of dis­patch, the trans­port route, etc. shall not be at our dis­cre­tion. The cus­tomer shall bear the costs for any de­vi­at­ing cus­tomer re­quests. Ad­di­tional in­sur­ance for trans­port dam­age shall only be con­cluded upon the cus­tomer's de­mand and costs. Please note: Any parcels or small parcels with­out pre­paid postage shall not be ac­cepted by Binde Optik GmbH & Co. KG.

6. Liability for Defects

The statutory provisions shall apply for the limitation of claims for defects. In case of defects, the customer may primarily demand supplementary performance according to § 439 BGB (German Civil Code). We shall be entitled to choose between the remedy of defects and the delivery of non-defective goods. Please note: Warranty claims shall initially be limited to two times supplementary performance, with company Binde Optik GmbH & Co. KG having knowledge of the supplementary performance. A right of rescission from the purchase agreement exists if the supplementary performance fails. Warranty claims shall not exist in case of any insignificant deviation from the stipulated quality; in case of an insignificant impairment of usability; in case of natural wear or defects resulting – after the passage of risk – due to faulty or negligent treatment, excessive demands or stress, improper use, lack of care, etc. Also, if the customer or third parties provide improper modifications or handling/processing, no warranty claims shall exist for them and for the consequences resulting therefrom. We shall be liable for damages according to the statutory provisions if the customer lodges claims which are based on malice, intent or gross negligence on our part; on injury to life, limb or health; or on any breach of duty essential for the contract. If we are not charged with any intentional or grossly negligent breach of contract, we shall only be liable for replacing the typically foreseeable damage. Liability shall be excluded for any damages which did not occur on the delivery object; unless injuries of life, limb or health are concerned which are based on any breach of duty committed by us, or on an intentional or negligent breach of duty by our legal representative or vicarious agent. As for the rest, liability for damages shall be excluded.

7. Reservation of Ownership

We shall reserve ownership in all delivered goods until complete payment. In legal relations with business persons or merchants, the reservation of ownership shall also apply until any and all, even future and conditional, claims or receivables under the business relationship have been satisfied. The customer shall only be entitled to further sales in the proper course of business and shall now already assign to us its receivables from the further sales. We shall accept the assignment. Even after the assignment, the customer shall remain authorized to collect this receivable. This shall not affect our authority to collect the receivable ourselves. We agree not to collect the receivable ourselves as long as the customer meets its payment obligations in accordance with the contract. The customer shall not be entitled to pledge any goods under reservation of ownership or to transfer ownership of such goods by way of security. We shall be notified without delay of any third-party influences on these goods, in particular seizures. We may revoke the authority to further sales if the customer does not properly meet its obligations under the contract. Upon the customer's request, we shall be obligated to release any granted securities at our option as far as their value exceeds our receivables by more than 10 %.

8. Recourse by the Entrepreneur

No setting of a period shall be required for the customer's assertion of claims for defects versus us if the customer sells – within the scope of its business operation – the newly manufactured goods further to a consumer, and if the customer had to take back the goods as a result of their defectiveness or if the consumer reduced the purchase price. In that case, the customer can demand from us compensation for the expenditures which customer had to bear in relation to the consumer if the defect claimed by the consumer had already existed upon the passage of risk to the customer. The customer shall have no claim for damages within the course of this entrepreneurial recourse.

9. Newsletter

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10. Final Provisions

If the customer is a business person or merchant, a legal entity under public law, or a public law special fund, the place of jurisdiction for any disputes arising under this contractual relationship shall be the place of court for our registered office. Place of performance shall be Minden/Westphalia. German law shall apply for all contracts or agreements. Pursuant to § 13 BGB (German Civil Code), "consumer" within the meaning of these provisions shall be any natural person who concludes the transaction for a purpose which cannot be attributed to either the person's vocational or its self-employed occupational activities.

Registered office of the KG:

Minden, HRA (Commercial Register) 3533 Bad Oeynhausen Personally

liable partner:

Binde-Beteiligungs-GmbH Minden, HRB (Commercial Register) 5095 Bad Oeynhausen

Managing directors:

Jörn Binde, Walter Koenemann