General Terms of Sale (06/10)

Dr. Gansow Gmatic AG

Hereinafter referred to as Gmatic


  1. Range of Application
    1. All offers, confirmations of orders as well as supplies and other pieces of work are based on these General Terms of Sale. Differing terms of trade of the buyer are excluded. They apply only, if Gmatic confirms them explicitly in writing in particular cases.
  2. Closing of Contract
    1. Offers are binding, if Gmatic makes them in writing and without any reservation. Gmatic’s written confirmation of order, however, prevails kind and extent of supplies and pieces of work, unless the buyer did order in line with Gmatic’s binding offer.
    2. If the buyer asks for consulting services, he must absolutely inform Gmatic of any unusual stress that goes beyond the limits, of special applications as well as of, from his point of view, abnormal risks, when using parts or machines supplied by Gmatic.
  3. Prices
    1. When dealing with an order without having agreed upon a price before Gmatic is entitled to charge the prices in accordance with the current price list plus legal value-added tax.
  4. Term of Payment, Setoff
    1. Unless otherwise agreed, invoices issued by Gmatic are payable within 7 days after advice of readiness to deliver. Upon default of payment Gmatic is entitled to charge without prejudice to any other claims 8 percent interest in addition to the conventional interest rate.
    2. If several invoices are unsettled, Gmatic may pass buyer’s payment to the oldest open account. If the buyer runs into financial difficulties, if insolvency proceedings are instituted against him or if there are reasonable doubts as to his ability to pay, Gmatic is entitled to subject the fulfilment of current contracts to concurrent consideration or to lodging an appropriate security. Furthermore Gmatic is authorised in such cases to declare existing debts immediately due.
    3. Gmatic has also the right to set off her own debts against buyer’s existing claims. The buyer may only hold up due payments or counterclaim if the claims token as a basis are undisputed or established in court.
  5. Time of Delivery
    1. Fixed times of delivery are only binding if they were agreed upon in writing with the buyer.
    2. If Gmatic fails to comply with the time or terms agreed upon because of unforeseen circumstances beyond the control of Gmatic they extend for a reasonable time, at least for the duration of the intervening circumstances or interruption. This applies also in cases of force majeure as well as strike, lockout and administrative orders. If an obstacle exists for a period of more than 3 months, both contracting parties are entitled to withdraw from the contract.
    3. Gmatic is entitled to short deliveries or part performances as far as these are not unreasonable for the buyer.
  6. Dispatch, Passing of Risk
    1. Deliveries are made in principle ex factory or ex store. In special cases, if the buyer effects a sales shipment or collects the supplies or sends someone for collecting the supplies, he subscribes the risk by taking over the goods through the on-carrier. Quantities, number of units and weights ascertained by Gmatic at the date of dispatch are relevant. This applies for collective consignments, too. Buyer’s right of complaint is not affected thereby.
  7. Consignments on Pallets
    1. Gmatic is ready to deliver consignments on European Pool-Pallets (800x1200 mm) if ordered. The buyer is obliged to make available the same number of exchangeable empty pallets on delivery. In principle only perfect European Pool Pallets of the same size and type with the appropriate brand are exchangeable. Pallets, which Gmatic receives back in a damaged condition, are charged for with repair costs, not repairable pallets with the replacement value. Exchangeable pallets not returned to Gmatic will actually be charged the consignee at € 11.00 per pallet (actual replacement price). The proof that pallets were already damaged taken over in individual cases or already returned, is incumbent upon the consignee.
  8. Retention of Title
    1. Gmatic reserves the right of property on goods delivered until the total claim out of the current business relation is settled (goods under retention of title).The buyer keeps the reservation commodity free of charge and insures them sufficiently at his expense. The buyer has to communicate immediately the seizure of third parties and take preventive measures at his expense. In case of stop payment, default of payment despite of the expiration of a reasonable period of grace or filing a petition in insolvency on buyer’s property available for payment of debts he is immediately interdicted from any disposition of goods or their processing etc., as well as the collection of pledged accounts receivables (8.2 refers). Goods under retention of title shall be stored separately and be marked as property from Gmatic.
    2. The buyer is authorized to sell the goods under retention of title within the scope of a regular course of business under retention of title. The buyer already now cedes claims from those resales to Gmatic, indifferently whether the goods supplied were resold without being processed or were connected with mobile things or not. The buyer has the right to collect assigned debts within the limits of a regular business transaction. Gmatic is also authorized to recover the debt, however undertakes to refrain from doing so long as the buyer duly meets his commitments with view to Gmatic. The buyer neither may pawn nor deposit as security nor dispose of the goods under retention of title in another form than permitted hereunder.
    3. In case of default of payment or stop payment or filing a petition in insolvency on buyer’s property available for payment of debts or any other financial collapse, Gmatic without prejudice to further claims, is entitled to revoke buyer’s authorization for resale and collection of debts. Moreover Gmatic has the right to demand unpaid goods’ surrender in those cases and to take them again in possession if the buyer was not able to provide with acceptable securities within an appropriate length of time and Gmatic thereupon withdrew from the contract.
    4. If the goods under title of retention are mixed or connected with other things or otherwise processed or reshaped by the buyer, the latter transfers Gmatic his property rights on goods to the extent of Gmatic delivery’s invoice value and holds them free of charge for Gmatic.
    5. If the value of security exceeds the claims of Gmatic by more of 20 percent, Gmatic will release the security on buyer’s demand.
  9. Notice of Defect, Warranty Claims
    1. The buyer is obliged to examine supplies in the normal course of business immediately after delivery and notify Gmatic forthwith defects in writing within 8 days after delivery at the latest
    2. Rightful claims will be removed by Gmatic at her choice either by removing the defect or by making a delivery free from defects. The buyer will grant Gmatic 10 days time at least as from notice of defects. Only if Gmatic did not remedy defects within a reasonable period of time the buyer has the right to withdraw from the contract if the neglect of Gmatic’s duty is of relevance.
  10. Claims for Damages, Periods of Limitation
    1. Claims for damages of the buyer, among which also the right of indemnity ranks, are, no matter which legal reason might exist, excluded. This does not apply however, as far as a compulsory insurance against third-party-risks exists, i.e. the product liability law, if life, body or health or substantial contractual obligations are hurt, breach of warranties as well as in cases of gross negligence or with malice. As far as a substantial violation of contract did not take place deliberately or grossly negligently, the obligation on the part of Gmatic to pay is limited to foreseeable and typically occurring damages.
    2. Warranty claims are subject to a period of limitation of 12 months. This does not apply, if compellingly legally longer periods are prescribed with buildings, things for buildings, right of recourse or structural damages, with claims for damages according to the product liability law, if life, body or health is hurt as well as fraudulent concealment of a defect.
  11. Place of Performance, Place of Jurisdiction, Applicable Law
    1. Place of performance are the business premises of Gmatic in Bergkamen.
    2. Exclusive jurisdiction is Kamen/Westphalia, Germany, as far as the buyer is a qualified merchant in the legal sense of the Uniform Commercial Code. Gmatic reserves the right to sue at her option the buyer at his registered office.
    3. The right of the Federal Republic of Germany applies.


Dr. Gansow Gmatic AG

Marie-Curie-Straße 6

D-59192 Bergkamen

Industriegebiet Rünthe


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