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Shenzhen GA Technology Development Co.,Ltd
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§ 1 Application of the Terms

  1. The present Terms of Delivery apply with regard to companies for the purposes of § 52 HLT (Chinese Civil Code).
  2. Our deliveries, services and offers are carried out exclusively on the basis of the present Terms of Delivery. The present Terms of Delivery shall apply to any future business, even if there is no explicit mention of the terms. At latest with the acceptance of our goods or services the present Terms are considered accepted.
  3. Confirmations of the buyer referring to their own Terms of Business and Purchase will not be accepted.
  4. Any variations from the present Terms of Business are subject to our written approval.

§ 2 Offer and Conclusion of the Contract

  1. All offers are without engagement and noncommittal. Declarations of acceptance and all orders are subject to our confirmation in writing, by fax or electronic mail in order to become valid. The same applies to amendments, modifications or further agreements.
  2. Plans, figures, measures, weights and other performance data are customary approximate values and binding only if explicitly confirmed in writing.
  3. The buyer is liable for the accuracy of his order data and all of his order documents. The accuracy of our acknowledgement of order shall be checked by the buyer upon receipt. Possible discrepancies shall be declared without delay.

§ 3 Prices

  1. Our price lists are without engagement and may contain errors, price errors or typing errors. Unless stated otherwise, prices cited in our offers are binding for 30 days as from the date of the offer. Unless stated otherwise, the prices mentioned in our acknowledgement of order plus the legally valid value-added tax shall prevail. Supplemental deliveries and services are invoiced separately.
  2. Prices are understood in USD/EUR and, if not agreed differently, ex works including normal packaging and plus insurance acc. to. § 21.

§ 4 Delivery Time

  1. Unless explicitly agreed otherwise in writing, the cited delivery times and delays are without engagement.
  2. Even in case of agreed binding delays and dates, we cannot be held responsible for unintentional delays of delivery or service due to Force Majeure and due to events which cause difficulties for the delivery which are not only temporary or which render impossible any delivery - such events are, among others, strike, lock-out, governmental decisions, later occurred difficulties in material purchasing etc. - even if such postponement occurs at the sites of our suppliers or subsuppliers of our suppliers. Such events entitle us to postpone the delivery or service by the duration of the disturbance plus an adequate lead-time.
  3. If our delivery becomes impossible or unreasonable due to reasons as stated by cipher 2, we are entitled to withdraw from the contract. If the disturbance prevails longer than 3 months, the buyer is entitled, after allowance of an adequate time limit and with regard to the unfulfilled part of the contract, to withdraw back from the contract.
  4. If the delivery time as stated by cipher 2 is prolonged or if we are released from our obligation as stated by 3, the buyer is not entitled to claim any damages in this regard. We can only refer to the state circumstances if we inform the buyer of the beginning and end of such disturbances without delay.
  5. If we are on delay, the buyer can set an adequate time limit. After expiry of this time limit, the buyer is entitled to declare his withdrawal from the so far unsupplied part of the contractual obligations. If the buyer has a rightful interest to deny any partial deliveries, the buyer can withdraw from the entire contract. Any further claims of the buyer from breach of obligation, in particular claims for damages, if the damage was not caused intentionally or negligently, are excluded. In cases of negligence, our liability is limited, however, to the damage specific for the contractual scope, unless it is subject to a legal and obligatory liability.
  6. We are permitted to make partial deliveries, except if the buyer is not interested in those.
  7. The compliance with our delivery and service obligations depend on the correct fulfilment of the buyer’s obligations in due time.
  8. If the buyer fails to accept the goods or services in due time, we are entitled to claim compensation for the damage suffered; the risk of unintentional deterioration or unintentional destruction is transferred to the buyer as of the start of the non-acceptance.

§ 5 Cancellation Costs

  1. If the buyer withdraws from a placed order without having a right to do so, we are entitled to, without prejudice to the possibility to claim any actual higher damage, claim 10 % of the sales price for costs incurred with the order processing and for lost profits. The burden of proof of a smaller damage lies with the buyer.

§ 6 Transfer of Risk

  1. Our supplies are debts collectible by the creditor. The risk is transferred to the buyer as soon as the delivery is transferred to the person executing the transport or leaves our warehouse for despatch. This applies to prepaid deliveries as well. We insure deliveries of goods for the transport at cost of the buyer, unless the buyer explicitly refuses such insurance. If the despatch is postponed on request of the buyer, the risk is transferred to the buyer as of the date of our acknowledgement
    that the goods are ready for despatch. If the despatch is delayed or becomes impossible without our fault, the risk is transferred to the buyer as of the date of our acknowledgment that the goods are ready for despatch.

§ 7 Compensation for Damage

  1. Claims of the buyer, in particular claims for damages and expense allowances caused by deficiencies of the supplied items or other breach of obligation and illicit actions are excluded. This does not apply to mandatory liability, e.g. acc. to the product liability act or in case of premeditation or negligence, damage of life, body or health, the breach of significant contractual obligations. Claims for compensation because of the breach of significant contractual obligations, however, are limited to the damage specific for the contractual scope, unless due to premeditation or negligence or the damage of life, body or health. The above mentioned provisions do not change the burden of proof to the disadvantage of the buyer.

§ 8 Deficiency Reports

  1. Deficiency reports are considered only if they are made without delay after receipt of the goods or at the latest within 7 days: deficiency reports shall be in writing and under reference of the tool or machine number, invoice number and invoice date.
  2. Concealed defects shall be reported in writing immediately after identification and within the guarantee period acc. to § 10; the period of limitation remains untouched. The burden of proof for concealed defects lies with the buyer.
  3. Minor defects do not entitle the buyer to a refusal to accept delivery.
  4. The natural wear of products delivered by us does not represent a defect.

§ 9 Rights of the Buyer in Case of Defects

  1. In case of an acceptable deficiency report made in time, claims of the buyer for new or newly produced goods are limited to the right of making good in our discretion by either repair or new delivery. If we fail to make good the supply, the buyer is entitled to either reduce the purchase price or withdraw from the contract. Claims for damage compensation acc. to § 7 remain untouched hereof. Claims of the buyer with regard to expenses necessary for the purpose of the making good, in particular transport, travel, work and material costs are excluded unless expenses increase because of the subsequent transport of the delivered item to another location than the buyer’s branch and unless the transport is in compliance with the proper use of the item.
  2. No guarantee will be granted for damage caused by improper use, faulty installation or start-up by the buyer or third parties, faulty or negligent treatment of the delivered item, in particular with regard to the operation and maintenance manuals at hand, excessive use, utilisation of improper consumables and replacement material.
  3. If the verification of a deficiency report proves that the buyer is not entitled to any claims, we have the right to claim damages for all incurred expenses. The verification costs are charged based on our currently valid service prices.
  4. The right of recovery of the buyer against the supplier acc. to § 532 HLT only applies if the buyer has not made any agreement beyond the legal deficiency claims with his final customer.
  5. The buyer is obliged to inform us of any recourse in the supply chain immediately after detection.
  6. Used supplied goods are sold under the exclusion of any guarantee unless there are obligatory legal provisions.
  7. The granting of a guarantee is subject to a written document. A declaration of guarantee is valid only if it sufficiently defines and describes the scope of the guarantee as well as the duration and the territorial validity range of the guarantee.
  8. Guarantee claims can be brought forward against us by the immediate buyer only and cannot be transferred.
  9. Complaints do not release the buyer from keeping the agreed terms of payment.

§ 10 Period of Limitation

  1. Deficiency claims are limited to 12 months unless there are no legally binding longer durations acc. to §§ 556 HLT or injury of life, body or health, premeditated or negligent breach of obligation on our part or fraudulent concealment of defects. Legal provisions on the suspension of limitation periods, inhibition and leave to appeal out of time remain untouched.

§ 11 Condition of the Goods, Technical Advice, Use and Processing

  1. The condition of the supplied items exclusively refers to the conditions described in our product descriptions, specifications and indications. Public comments, promotion or advertising do not represent any valid data on the condition.
  2. Our written or verbal advice or tests with regard to application are conscientiously and shall be considered as non-binding information only, even with regard to possible property rights of third parties; this information does not release the buyer from verifying on his own behalf the suitability of the products delivered by us for the envisaged processes and purposes. The application and use of the delivered items are beyond our control and lie exclusively in the responsibility of the buyer.

§ 12 Reservation of Title

  1. Until the full payment of all claims (including all claims from current account advances) to which we are entitled at present and in the future, we will be granted the following securities which are released at our choice, if their value exceeds the claim by more than 20 %.
  2. The goods remain our property; they shall be marked as such and stored separately. Any processing or conversion is carried out for us as manufacturer, however without any obligation on our part. With expiry of our (co-)property due to joining with other products, it shall be agreed here, that the (co-)property of the buyer in the compound item shall be transferred proportionately (invoice value) to us. The buyer will store our (co-)property free of charge. Goods in which we are entitled to (co-)property shall be referred to as reserved goods.
  3. The buyer is obliged to carefully store the reserved goods for us, maintain or repair them at his own cost and insure the goods against theft or damage as it can be expected by a thorough merchant. The buyer will transfer his claims from insurance policies to us in advance.
  4. As long as the buyer is not in delay, the buyer is entitled to process and sell the reserved goods in the course of ordinary business. Pledges or transfer of ownership are not admissible. For reasons of security, the buyer will transfer at present any claims arising from a sale or any other cause (insurance, inadmissible action) with regard to the reserved goods. We irrevocably entitle the buyer to collect all claims transferred to us for his account and in his name. This entitlement is revocable only if the buyer does not fulfil his payment obligations. On our request the buyer will publish the assignment and hand over all necessary information and documents.
  5. In the event of access of third parties to the reserved goods, in particular in case of pledges, the buyer will make clear that the reserved goods are our property and inform us without delay in order to enable us to claim our property rights. The buyer will be held liable if the third party is not able to refund the incurred judicial and extrajudicial costs.
  6. In case of actions of the buyer contrary to the contract – in particular delayed payment – we are entitled to take back the reserved goods at costs of the buyer and, if necessary, to claim the assignment of action for recovery of property of the buyer against third parties even without withdrawal from the contract. The taking back or pledging of the reserved goods through us does not constitute a withdrawal from the contract unless we explicitly state this in writing. In case of withdrawal from the contract, we are entitled to claim an adequate compensation for the duration of the provision of the utilisation of the goods.

§ 13 Payment

  1. Unless agreed differently, our invoices are due without delay. Payments shall be made exclusively to GA Technology Development Co., Ltd, Hongkong. Our staff members are – unless explicitly stated in writing– not entitled to collection.
  2. Despite different provisions by the buyer, we are entitled to offset payments first against his older debts; we will inform the client of the employed offset method. If any cost and interest were generated, we are entitled to offset the payment first against the cost, then the interest and at final the main service.
  3. A payment is considered settled when we can dispose of the sum. Cheques and letters of exchange are accepted to fulfil the obligations created by the contract only and are considered as valid payment only after their final repayment and settlement of all incidental charges. Any payment by letter of exchange is subject to our approval.
  4. In case of deficiency of the buyer we are, notwithstanding our right to claim the immediate settlement of any claims, entitled to claim an interest amounting to 8% p.a. above the base rate acc. to § 24 HLT as from the respective point in time. The proof of higher damage on our part is admissible. The enforcement of further damage due to delay is reserved.
  5. If the buyer does not fulfil his payment obligations, specifically not settle a cheque or letter of exchange or ceases to pay, or if we, after conclusion of the contract, receive knowledge of other circumstances which are in our discretion suitable to reduce the credit rating of the buyer, we are, notwithstanding further legal provisions, entitled to an instalment payment or security payment for pending deliveries or the seizure of the goods. If, after expiry of an adequate delay – unless such is dispensable - this has not been completed, we are entitled to withdraw from the contract and/ or claim damages due to nonperformance. In this case the entire residual debt will become due, even if we have accepted cheques or letters of exchange.
  6. Even in case of deficiency claims or counter claims, the buyer is entitled to offsets, retention payments or reductions only if the counter claims have been finally stated or are beyond all questions. The buyer is entitled to retention payments in case of counter claims under the same contract as well.

§ 14 Design Modifications

  1. During the delivery period, we reserve the right to change design or shapes, especially those based on technical improvements or legally binding provisions, provided the supplied item is not significantly modified, the suitability of the ordered goods for the contractual or customary utilisation is not affected and the modifications are reasonable for the buyer; we are, however, not obliged to carry out such modifications in already delivered products.
§ 15 Copyright
  1. Figures, plans models or other documents are subject to our copyright.
Shenzhen GA Technology Development Co.,Ltd copyright reserved