Conti - 2021-2022

risk and the return transport costs. Only returns of any kind that are

free of charge and have been agreed or approved by CONTI Sanitär-

armaturen GmbH prior to the return will be accepted.

6. Our commercial agents are not entitled to collect any payments.

V. Transfer of risk and acceptance

1. Unless otherwise indicated in the order confirmation, delivery “FCA

Wettenberg”shall be deemed agreed. Any transport packaging and

other packaging in accordance with the German Packaging Regula-

tions (Verpackungsverordnung) are not taken back, except for pallets

and the items referred to in clause IV.5. Customers are obliged to

organise the disposal of the packaging at their own expense.

2. If customers require, we will insure the consignment against any

transport damage as well as against any other insurable risks. The

costs that accrue in that regard will be borne by the customer.

3. The risk shall pass to the customer acc. to the agreed Incoterm,

even if partial deliveries are made or if we have taken on additional

obligations such as dispatch costs or delivery and installation. We

reserve the right to determine the shipping method.

4. If delivery or shipping is delayed due to circumstances for which

the customer is responsible, the risk passes to the customer from

the day on which the customer is notified that the goods have been

made available; at the request and cost of the customer, we will

insure the goods that are to be supplied.

5. Delivered items must be accepted by the customer – even if they

have insignificant defects – without prejudice to the rights under

clause VIII.

6. Part deliveries are permissible.

VI. Reservation of title

1. We reserve title in the delivered goods until receipt of all pay-

ments due under the contract. If customers act in breach of con-

tract, in particular if customers default on their payment obligations,

we are entitled to take back the goods. Our taking back of the

goods does not constitute a withdrawal from the contract unless we

have expressly declared this in writing. After taking back the goods

we are entitled to sell these. The proceeds of sale shall be credited

against the customer’s liabilities – less any reasonable costs of sale.

2. Customers are obliged to treat the delivered goods with due care;

customers are in particular obliged, at their own expense, to insure

the goods sufficiently and at replacement value against damage

caused by fire, water and theft. If any maintenance and inspection

work is required, customers shall perform this work in good time

and at their own expense.

3. In the event of attachments or other third-party interventions,

customers shall immediately notify us in writing to enable us to

bring a legal action in accordance with section 771 German Code

of Civil Procedure (Zivilprozessordnung – “ZPO”). If the third party is

unable to reimburse us for the judicial or extrajudicial costs of a legal

action pursuant to section 771 ZPO, the customer shall be liable for

any costs incurred by us.

4. Customers are entitled to resell any goods subject to reservation

of title in the ordinary course of business; customers do, however,

hereby assign to us all claims arising from the resale against their

buyers or third parties together with all associated rights equivalent

to our final invoiced amount (including VAT), irrespective of whether

the goods have been resold with or without agreement. Customers

shall remain authorised to collect this claim even after it has been

assigned. This is without prejudice to our right to collect such claim

ourselves. However, we undertake not to collect such claim as long

as customers continue to meet their payment obligations in time

and in full, as long as they are not in default of payment and, in

particular, as long as no application has been made to start insolven-

cy proceedings or suspend payments. If the authorisation to collect

the claim is exercised, we are entitled to demand that customers

notify us of the assigned claims and their debtors, provide all details

necessary for a collection of such claims, hand over the attendant

documents and notify the debtor (third party) of such assignment.

5. Any processing or transformation of the goods subject to res-

ervation of title by the customer is always deemed to have been

made on our behalf. If the goods subject to reservation of title are

processed together with objects that do not belong to us, we shall

acquire joint ownership of the new item at a ratio of the value of the

goods subject to reservation of title (final invoice amount including

VAT) in relation to the value of the other processed items at the time

of processing. The same provisions as apply to the goods delivered

subject to reservation of title shall apply in relation to the item that

results from the processing.

6. If the goods subject to reservation of title are inextricably com-

bined with objects that do not belong to us, we shall acquire joint

ownership of the new item at a ratio of the value of the goods

subject to reservation of title (final invoice amount including VAT) in

relation to the other combined items at the time of combining. If the

combination is such that the customer’s goods are to be regarded as

the main item, it shall be deemed to have been agreed that the cus-

tomer shall transfer proportionate joint ownership to us. The cus-

tomer shall hold the resulting sole or joint ownership on our behalf.

7. In order to secure our claims against them, customers also assign

to us any claims which arise against a third party from the combina-

tion of the purchased item with a piece of real estate.

8. We undertake, upon the customer’s request, to release the secu-

rities to which we are entitled to the extent that the realisable value

of our securities exceeds the value of the claims to be secured by

more than 10%; we are entitled to select which securities are to be

released.

VII. Notifications of defect

1. Warranty rights of customers require that customers have duly

met their duties to inspect and give notice of defects according

to section 377 German Commercial Code (Handelsgesetzbuch –

“HGB”). Customers are obliged to inspect the delivered parts im-

mediately after receipt.

info@conti.plus | www.conti.plus | CONVKF1010EN | valid from 07/2021 | Subject to change without prior notice

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