General Sales Terms
Numiscom GmbH & Co. KG
General Terms and Conditions of Sale and Delivery
- for business to business transactions only -
1. Scope of application
1.1. The business relationship between the customer and Numiscom shall be subject exclusively to the following General Terms and Conditions of Sale and Delivery (TOS) as last amended at the time of placing the purchase order.
1.2. These TOS apply in particular to contracts for the sale and/or supply of movable goods, regardless of whether such goods are manufactured by ourselves or purchased by us from third-party suppliers (sections 433, 651 of the German Civil Code, hereinafter: BGB). These TOS, as amended from time to time, also apply as a framework agreement to any contracts for the sale and/or supply of movable goods entered into with the customer in the future without any particular reference to their application being required from Numiscom in each individual case.
1.3. Deviating, complementary or conflicting terms of the customer shall be incorporated in the agreement only if and to the extent that Numiscom expressly consented to their application. That applies also where Numiscom has knowledge of the terms of the customer and effects a delivery to the customer without reservation.
2. Conclusion of contract, offer documents
2.1. The contract shall come into effect if and when Numiscom confirms the customer‘s purchase order when placed by the customer, or delivers the goods or has them ready for dispatch.
2.2. In case of purchase orders placed via electronic means, Numiscom shall promptly acknowledge receipt of the purchase order. Such acknowledgement of receipt shall, however, not in itself constitute an acceptance of the customer’s offer by Numiscom.
2.3. None of Numiscom’s employees, except chief executive officers and authorised signatories (Prokuristen), has the authority to enter into any oral agreements deviating from these TOS. This applies in particular to any assumption of guarantees.
2.4. Any documents, such as product sheets, images, samples of coins and packaging made available to the customer remain the property of Numiscom. They shall be treated confidentially and shall not be copied, published or disclosed without Numiscom’s consent in writing. The customer shall promptly return such documents upon Numiscom’s request.
3. Availability of goods
3.1. In case of non-availability at the time of the customer‘s purchase order of any items of the product chosen by the customer, Numiscom shall notify the customer thereof. Where a product is permanently unavailable, the customer shall likewise be notified. In any such case, no contract shall come into effect.
3.2. Where the product referred to in the purchase order is only temporarily unavailable, Numiscom shall likewise make prompt notification thereof. In case of any delay in delivery of more than two weeks, the customer shall be entitled to withdraw from the contract. Notwithstanding the foregoing, Numiscom shall in such case also be entitled to cancel the contract. In the latter case, Numiscom shall promptly refund to the customer any payments which may have been already made.
4. Delivery and passing of risk
4.1. Where delivery periods have been specified by Numiscom and made the basis of the purchase order, such periods shall be extended in the event of strike or force majeure, such extension applying for the duration of any such delay. The same applies where the customer fails to comply with any applicable duties of active cooperation.
4.2. Delivery shall be ex warehouse; the latter place shall also be the place of performance. Goods shall be delivered to another place of destination upon the request and at the expense of the customer (sale by delivery to a place other than the place of performance at the customer’s request). Unless otherwise agreed, Numiscom shall determine the method of shipment in its own discretion (including without limitation carrier, routing, packaging).
4.3. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer no later than upon delivery. However, in case of sale by delivery to a place other than the place of performance at the customer’s request, the risk of such accidental loss or accidental deterioration as well as of any delay in delivery shall pass to the customer upon hand-over of the goods to the forwarder, carrier or other person or agent entrusted with the shipment. Delivery shall also be deemed to have occurred in the case of any delay in acceptance by the customer.
4.4. If and to the extent that deliveries are agreed to be subject to acceptance, the risk shall pass upon such acceptance. Further in respect of such agreed acceptance, the statutory provisions for contracts for work and services apply correspondingly and in all respects. Delivery and/or acceptance shall also be deemed to have occurred in the case of any delay in acceptance by the customer.
5. Prices and shipping costs
5.1. Unless otherwise agreed in individual cases, prices charged shall be Numiscom’s current list prices in effect at the time of the conclusion of the contract and shall be quoted ex works Salzgitter/Germany plus packaging and statutory VAT at current rate.
5.2. Quoted prices are calculated on the basis of current market prices, exchange rates and precious metal fixing. The product price at the time of order confirmation and/or delivery may therefore vary from the originally offered price !
5.3. Especially communication, offers, order confirmations and sales of precious metal products are always subject to price fluctuations, depending from the metal price fixing. Metal prices will be finally fixed on the day of the physical precious metal purchase. The customer explicitly bears the risk of fluctuations of the precious metal fixing. Numiscom does not offer any hedging of precious metal.
5.4. Unless otherwise agreed, in case of sales by delivery to a place other than the place of performance at the customer’s request (section 4.2.), any costs of transport and, where applicable, of any transport insurance requested as well as any applicable customs and other public duties shall be borne by the customer.
6. Terms of payment
6.1. Payment of the purchase price and/or remuneration shall be due immediately upon conclusion of the contract and shall be made by bank transfer to the bank account specified by Numiscom.
6.2. Upon expiry of an agreed payment period, the customer shall be in default of payment. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. Numiscom reserves the right to claim further damages caused by default. Any rights against merchants under commercial law to claim interest from the due date shall remain unaffected (section 353 of the German Commercial Code, hereinafter: HGB).
7. Liability for defects, guarantee
7.1. Unless otherwise provided hereinafter, Numiscom shall be liable for defects in quality as provided by the applicable statutory provisions, including without limitation sections 434 et seq. BGB. Special statutory provisions on final deliveries of products to a consumer shall in any case remain unaffected (recourse against supplier under sections 478, 479 BGB).
7.2. The limitation period for warranty claims based on defects in quality in respect of new items delivered by Numiscom shall be 12 months; in respect of second-hand items, any liability for defects in quality shall be excluded. That shall not apply to claims for damages.
7.3. The statutory limitation periods apply in case of injury to life, body or health, in case of intentional or grossly negligent breach of duty by Numiscom, in case of fraudulent concealment of a defect and in case of assumption of a guarantee of quality.
7.4. The goods are guaranteed by Numiscom only where expressly so provided in the product description of the item concerned.
7.5. Claims for damages and/or reimbursement of wasted expenditure shall be available only subject to the provisions of section 8 and shall be excluded unless as admitted thereunder.
8. Liability for damages
8.1. Numiscom shall be liable without limitation for intentional conduct and gross negligence.
8.2. Numiscom’s liability for damages resulting from breach in simple negligence of essential contractual obligations, i. e. contractual obligations the fulfilment of which is fundamental to the proper execution of the contract and may regularly and justifiably be relied upon by the customer, shall be limited in amount to the risk that is foreseeable given the type of contract.
8.3. Numiscom’s liability for damages resulting from breach in simple negligence of non-essential contractual obligations shall be excluded.
8.4. The foregoing provisions on limitation and exclusion of liability shall not apply in case of personal injury (injury to life, body or health), in case of any guarantees given by Numiscom or in case of fraudulent conduct.
8.5. The foregoing provisions shall not affect any liability of Numiscom under the Product Liability Act (Produkthaftungsgesetz).
8.6. The foregoing provisions on liability shall also apply to Numiscom‘s employees and other agents.
9. Retention of title
9.1. All goods sold shall remain Numiscom’s property until receipt of full payment of all claims arising now or in future from the sales contract and from the ongoing business relationship (secured claims).
9.2. Goods delivered subject to retention of title shall not be given in pledge to any third party, nor assigned as collateral security until full payment of the secured claims is received. The customer shall promptly notify Numiscom in writing of any action or attempt by third parties to seize or take possession of goods owned by Numiscom.
9.3. If the customer acts contrary to the contract, including without limitation if the customer fails to make payment of the purchase price when due, Numiscom shall have the right in accordance with statutory provisions to withdraw from the contract and to claim restitution of any goods on the grounds of the retention of title and the withdrawal from the contract. In case of failure by the customer to make payment of the purchase price when due, Numiscom shall be entitled to exercise such rights only if it has set the customer a reasonable deadline for payment to no avail or if such deadline may be dispensed with according to statutory provisions.
9.4. The customer shall be permitted to resell and/or further process any goods subject to retention of title in the ordinary course of business. In such case, the following provisions apply in addition:
a) The retention of title shall extend to any products in their full value which are manufactured by further processing, mixing or combining the goods; in such case, Numiscom shall be deemed to be the manufacturer of any such manufactured product. Where such further processing, mixing or combination involves goods which continue to be subject to third-party ownership rights, Numiscom shall become a joint owner of the manufactured product in such proportion as corresponds to the invoice value of the goods involved in such processing, mixing or combination. Unless otherwise stated, such manufactured product shall be subject to the same provisions as goods delivered subject to retention of title.
b) Any claims against third parties arising from the resale of the goods or products are now assigned to Numiscom by the customer as collateral security in their full amount and/or, as the case may be, to the extent of Numiscom’s joint ownership as provided in the foregoing paragraph. Numiscom accepts such assignment. Any obligations of the customer provided in section 9.2 shall also apply in respect of the assigned claims.
c) The customer shall remain authorised, apart from Numiscom, to collect any outstanding claims. Numiscom agrees to refrain from any collection of such claims for as long as the customer continues to fulfil its payment obligations to Numiscom, the customer is not in default of its payment obligations, no petition to commence insolvency proceedings is filed and the customer’s financial circumstances are not otherwise unfavourable. In the event, however, that one of the aforementioned circumstances occurs, Numiscom may require the customer to notify it of all assigned claims and their debtors, to provide any information necessary for purposes of collection, to deliver any documents relating thereto and to notify all third-party debtors of the assignment of those claims.
d) Where the realisable value of collateral securities exceeds Numiscom’s claims by more than 10 %, Numiscom shall release, upon the customer’s request, securities of its own choosing.
10. Set-off, retention, assignment
10.1. The customer shall be entitled to set off against Numiscom’s claims only if the customer’s counterclaim has either been finally adjudicated upon or accepted by Numiscom or is undisputed. Furthermore, the customer shall be entitled to exercise any right of retention only if and to the extent that such right is based on a counterclaim of the customer which arises from the same contractual relationship.
10.2. The customer may not without Numiscom’s consent assign or transfer to any third party any rights or obligations arising from the agreements entered into with Numiscom.
10.3. Where any assignment made without Numiscom’s consent is legally effective pursuant to section 345a HGB despite such lack of consent, Numiscom’s right to set-off any counterclaims even against the customer (former creditor) shall not be affected.
11. Contractual language, applicable law, place of jurisdiction
11.1. The contractual language shall be German.
11.2. Any agreements between the customer and Numiscom shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and of any conflict of laws provisions which would lead to the application of any law other than that of Germany.
11.3. The exclusive place of jurisdiction in case of contracts with merchants within the meaning of the provisions of the German Commercial Code (HGB), legal persons under public law or special funds under public law shall be the court having jurisdiction for Salzgitter/Germany. The same applies if the customer has no place of general jurisdiction in Germany or if the customer against whom legal action is to be brought has transferred its domicile or habitual residence to a foreign country after the conclusion of the contract, or if its domicile or habitual residence is unknown at the time when legal action is brought. Numiscom shall also be entitled to bring legal action at the customer’s place of business.
12.Terms and Condition – Enrichment/Finishes
Following conditions are additional to our existing General Terms and Conditions. If following conditions may conflict our General Terms and Conditions or are not consistent, the General Terms and Conditions apply unrestricted.
Prices stated above do not include any specific packaging nor transport. However Numiscom can supply such needs at additional costs. If not stated otherwise, the customer delivers the goods in mint condition, free from any surface layers and without corrosion/oxidation. If this can’t be guaranteed, Numiscom can offer a pretreatment at additional costs. There is however no claim for such pre-treatments. If the customer delivers goods already cleaned and/or otherwise preprocessed, unexpected chemical reactions can occur during the production process that may alter the quality of goods. We advise to order a test run in those cases, in order to spot and avoid any problems that may occur.
Delivery times have to be discussed from case to case. Important key aspect just as base material, filigree of the finish, workload and delivery lot can immensely influence the overall delivery time. We kindly ask for your understanding that we can’t express any general delivery times, since our finishes are filigree handcrafted in Germany. If not stated otherwise by Numiscom, the completion date, or forecasted shipment date, where stated, is approximate only. If the customer fails to deliver goods
and/or graphic files in time or needed quality, the delivery time is delayed likewise.
The customer assumes full responsibility for claims or litigation arising from improper use of trademarks and copyrights. The customer agrees that by submitting material for use by Numiscom in producing an order, no laws will be violated. In addition, the customer agrees to hold Numiscom harmless and to accept responsibility for any damages, costs or expenses arising from the use of this material. Numiscom reserves the right to decline designs and/or productions. Numiscom does not provide a legal
check whether any international laws, especially copyright, patents, property rights and trademarks are affected. The customer alone is responsible for checking any legal issues before providing designs to Numiscom. Furthermore the customer is obligated to check especially all current active laws regarding coinage rights and counterfeiting money if the desired design/order is legal.
12.4. Right to Claim
Complaints in regard of wrong or incomplete delivery or if the goods show visible damages, have to be promptly addressed to Numiscom. Upon request the customer has to send back damaged goods to Numiscom for further inspection. If the customer fails to declare any complaint within 14 days after delivery, Numiscom is no longer obligated to consider said complaint. Numiscom works with finest enrichments and various complex chemical processes. During the process unforeseen chemical
reactions can occur in and on the goods, altering the quality. Numiscom has no influence on mechanical and chemical impacts during the enrichment process and therefore guarantees no warranty on such damages. This includes spots, stains, tarnishing, scratches and similar issues. Numiscom aims for the best possible quality and to fulfill our high set standards. However a
rejection rate should be considered in order to minimize the risk of short shipment.
12.5. Damages within the manufacturing process.
Goods delivered to Numiscom for enrichments run through diverse mechanical and chemical treatments. Numiscom has the most modern machines which are especially balanced for coins and medals. Despite all taken safety precautions, a small rejection rate should be considered, especially since some numismatic products are famous for their extremely sensible surface. Numiscom therefore only covers damages due to culpable negligence, intention and rejection rates above the average. The
aggregate indemnity of which Numiscom is liable in these cases, is equal to the working costs as set in the original order confirmation. Numiscom offers an additional insurance for delivered goods, consisting of explicit documentation of the goods through all process stages (such as incoming goods control, photo proof and so on). This insurance costs 25€ per piece plus 5% of the value insured and covers the damage on the coin/medal but no further damages like loss of profits. The customer needs to order the insurance before sending any goods to Numiscom. After goods arrived the insurance can no longer be granted. A notice of defect has to be made directly after discovery, latest 14 days after receipt of goods. If the customer fails to inform Numiscom of defects and/or short shipment within 14 days, Numiscom is no longer obligated to consider replacement or any other form of action.
Last revised: January 2016