1. Scope of application:
All supplies and the services associated with them shall be provided exclusively on the basis of these General Conditions of Sale. References made by Buyer to his general terms and conditions are hereby rejected. Seller´s General Conditions of Sale shall also apply to all future business. Deviations from these General Conditions of Sale require the explicit written approval of the seller.
2. Quotations, Contracts:
Our offers are made subject to confirmation. A contract is only formed when we given written or pre-printed order confirmation or when orders are filled by us. Amendments, supplements or the cancellation of an agreement or these conditions, must be made in writing
3. Prices:
3.1 Unless otherwise agreed, our prices do not include the costs of packaging, insurance, freight and value added tax.
3.2 If Seller´s prices or Seller´s terms of payment are generally altered between the date of contract and delivery, Seller may apply the price or the terms of payment in effect on the date of delivery. In the event of a price increase, Buyer is entitled to withdraw from the contract by giving notice to Seller within 14 days after notification of the price increase.
4. Payment:
Unless agreed otherwise, payment to us by Purchaser has to be effected 30 days after delivery of the goods or performance of the services. Upon lapse of that period Purchaser is in delay according to § 286 Subsection 2 BGB.
5. Delay in payment:
5.1 Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations. 5.2 In the event of a default in payment by Buyer, Seller is entitled to charge interest on the amount outstanding at the rate of 8 percentage points above the base interest rate announced by the German federal Bank at the time payment is due if the amount is invoiced in euros.
6. Retention of Title:
The goods shall remain our property until all claims arising out of our business relationship with Purchaser have been satisfied. If the goods have been processed or finished by Purchaser, our retention of title shall extend to the new finished product. If the goods have been processed, combined or mixed by Purchaser with goods of others, we acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in relation to the total value of the other goods which have been processed, combined or mixed. In the event our goods are combined or mixed with finished goods of Purchaser or of any third party, Purchaser hereby assigns its rights to us with regard to such finished goods. If Purchaser combines or mixes our goods with finished goods of a third party for compensation, Purchaser hereby assigns to us its rights to compensation from such third party. Purchaser may, in the ordinary course of it´s business, resell any goods which are subject to our retention of title. If, upon such resale, Purchaser does not receive the full purchase price in advance or upon delivery of such goods, it shall agree with its customer a retention of title in accordance with these conditions. Purchaser hereby assigns to us all its claims arising from such resale and its rights arising from the said agreement for retention of title. When required by us, Purchaser shall advice its customer of such assignment of rights and provide us with the information and documents necessary to enforce our rights. Notwithstanding the foregoing, Purchaser shall only be entitled to collect payments from claims such resale to any third party as long as Purchaser properly satisfies its liabilities to us. In the event that the security interests granted to us exceed the value of our claims, we shall, when requested, be obliged to release security interests which we deem appropriate. In the exercise of our retention of title a withdrawal of contract can only seen, if we have beforehand expressly declared this in writing.
7. Security:
If there are reasonable doubts as to Buyer´s ability to pay, especially if payments are in arrears, Seller may, subject to further claims, revoke credit periods and make further deliveries dependent on advance payment or other security.
8. Place of performance:
The place of performance shall be our place of supply or storage.
9.Shipment and Delivery:
Unless agreed to otherwise, the goods shall be shipped at Purchaser´s risk. Furthermore, we shall specify the manner of shipment, shipment route and carrier. Partial shipments are possible. Section 8 above is not affected by this provision.
10. Transport Insurance:
We are authorized to cover appropriate transport insurance on behalf and at the expense of the Purchaser in an amount at least equal to the invoiced value of the goods.
11. Damage in transit:
Notice of claims arising out of damage in transit must be lodged by Buyer directly with the carrier within the period specified in the contract of carriage and Seller shall be provided with a copy thereof..
12. Delivery Schedules; Delay:
If we fail to comply with agreed to delivery schedules for reasons we are reasonably responsible for, Purchaser shall establish in writing an additional delivery period of reasonable length. Such additional delivery period shall be at least three (3) weeks. If delivery does not occur after lapse of the additional delivery period and if Purchaser for this reason intends to exercise its option of withdrawing from the contract or claiming damages instead of delivery, Purchaser has to notify us of this expressly in writing by requesting delivery and establishing a further additional reasonable additional delivery period. Purchaser shall upon our request within a reasonable time period declare, whether Purchaser – because of the delay in delivery – withdraws from the contract and / or whether Purchaser claims damages instead of delivery or whether Purchaser insists on delivery.
13. Force majeure:
Any incident or circumstances beyond the Seller´s control such natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, or acts of government shall relieve Seller from his obligations under this control to extent Seller is prevented from performing such obligations. The same applies to the extent such incident or circumstance renders the contractual performance commercially impractical for Seller over a long period or occurs with suppliers of Seller. If the aforementioned occurrences last for a period of more than three (3) month, Seller is entitled to withdraw from the contract without the Buyer having any right to compensation.
14. Delivery Shortages:
In case of incomplete deliveries or wrongly delivered goods, or in case we intentionally or negligently breach another obligation (collateral obligation), Purchaser has to notify us of this in writing and simultaneously set a reasonable timer period for delivery of the complete delivery, the correct goods ort he remedy the breached obligation. Purchaser cannot derive rights from negligible differences in the quantity of the delivery. If the difference in the quantity of the delivery is more than negligible, we will deliver the remaining amount if this reasonable for us, otherwise we will issue a credit note.
15. Compliance with legal requirements:
Unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.
16. Advice:
Any advice given by seller is given to the best of his knowledge. Advice and information with respect to suitability and application of the goods is not binding and shall not relieve Buyer from undertaking his own investigations and test with regards to the suitability of the goods supplied for the processes and purposes he intends to use them for.
17. Product quality, specimens and samples, guarantees:
17.1 Unless otherwise agreed, the quality of the goods due contractually is exclusively determined by Seller´s product specifications valid at the time of delivery.
17.2 The properties of specimens and samples are binding only insofar as it has been explicitly agreed that they should be of goods quality. 17.3 Quality and shelf-life data as well as other data constitute a guaran-tee only if they have been agreed in writing and designated as such.
18. Complaints:
All Purchaser complaints, particularly those regarding the quality or quantity of the goods, must be submitted to us in writing without delay, but not later than ten (10) days from delivery of the goods or in the case of latent defects within ten (10) days from the date such defect(s) is discovered or should have been discovered through the exercise of reasonable investigation. If Purchaser does not advice us complaints or notices of defects timely or in the agreed form, our deliveries and services are deemed to be without defect with respect to the complaint or notice being not timely or not according to the agreed form. If Purchaser knowing of defects accepts our deliveries or services, Purchaser shall only be entitled to rights deriving from such defects if Purchaser has expressly reserved such rights in writing.
19. Liability for Defects:
Purchaser cannot derive rights from a defect in our goods and services if only negligible impairment of the value ort he usage of our goods and services exists. In the event of justified claims arising from the quality of the delivered goods, we reserve the right, solely at our discretion, to either replace or repair the goods. For this, we always are to be given the opportunity within reasonable time. If our repair or replacement fails to remedy the defects, Purchaser shall be entitled to either adjust the purchase price or withdraw from the contract. Further Purchaser may claim refund of its actual out-of-pocket expenses necessary for the purpose of repair or replacement. This is precluded should such expenses be increased because the goods were later transported to a place other then the seat of Purchaser. Claims of Purchaser for recourse against us as provided for by statutory law are only given in as much and insofar Purchaser has with its customers not agreed to provisions surpassing the legal rights in case of defects. Regarding the right to claim refund for expenses the preceding provision applies accordingly. The warranty period for our goods and services is one year from date of delivery, insofar nothing different mentioned in the product data sheet. This does not apply in cases a longer period is prescribed by statutory law according to §§ 438 Subsection 1 No. 2 (Buildings and goods for buildings), 479 Subsection 1 (Regress) and 634a Subsection 1 No. 2 (defects in buildings) BGB.
20. Limitation of Liability:
We can only be held liable for damages, irrespective of the legal basis therefore, based on breaches of obligations deriving of the contract, tortuous acts. and the intentional misconduct or gross negligence on our part, or on the part of our legal representatives or on the part of those employed by us in the performance of our obligations or if the breach of our contractual obligations violates the essence of the contract (essential obligations). In the case of slight negligence our liability for damages shall be limited to the foreseeable damage typical for a contract of this nature, however in no event more than the invoiced value of the goods in question. The aforementioned limitation of liability or of damages shall not apply in cases of damage to life, body or health or damage to private property under the product liability law (ProdHaftG) or in other cases of mandatory liability. If Purchaser has claims for damages under this section 20. these shall be time-barred within the periods as stated for claims for defects according to section 19. above (Liability for Defects).
21. Communication:
Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.
22. Place of performance, jurisdiction:
The place of performance for the delivery is the Seller´s respective point of dispatch. Place of jurisdiction is the Seller´s place of business or, at Seller´s option, the Buyer´s general place of jurisdiction.
23. Applicable law:
The contractual relationship shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated April 11 1980. German law is also applicable. The conclusion of this contract is exclusively subject to German law excluding the CISG.
24. Trade Terms:
If any trade terms have been agreed pursuant to the International Chamber of Commerce INCOTERMS, the INCOTERMS 2000 shall apply.
25. Severability:
Should any of these conditions be deemed wholly or partly invalid, this shall have no effect on the validity of the remaining conditions.
Important:
These “General Conditions of Sale and Delivery” are a translation of the German Conditions “Allgemeine Verkaufs- und Lieferbedingungen). This translation is provided for the information and benefit of our customers. Should any doubts arise regarding the interpretation of these General Conditions of Sale and Delivery the German version shall prevail in all respects.
All supplies and the services associated with them shall be provided exclusively on the basis of these General Conditions of Sale. References made by Buyer to his general terms and conditions are hereby rejected. Seller´s General Conditions of Sale shall also apply to all future business. Deviations from these General Conditions of Sale require the explicit written approval of the seller.
2. Quotations, Contracts:
Our offers are made subject to confirmation. A contract is only formed when we given written or pre-printed order confirmation or when orders are filled by us. Amendments, supplements or the cancellation of an agreement or these conditions, must be made in writing
3. Prices:
3.1 Unless otherwise agreed, our prices do not include the costs of packaging, insurance, freight and value added tax.
3.2 If Seller´s prices or Seller´s terms of payment are generally altered between the date of contract and delivery, Seller may apply the price or the terms of payment in effect on the date of delivery. In the event of a price increase, Buyer is entitled to withdraw from the contract by giving notice to Seller within 14 days after notification of the price increase.
4. Payment:
Unless agreed otherwise, payment to us by Purchaser has to be effected 30 days after delivery of the goods or performance of the services. Upon lapse of that period Purchaser is in delay according to § 286 Subsection 2 BGB.
5. Delay in payment:
5.1 Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations. 5.2 In the event of a default in payment by Buyer, Seller is entitled to charge interest on the amount outstanding at the rate of 8 percentage points above the base interest rate announced by the German federal Bank at the time payment is due if the amount is invoiced in euros.
6. Retention of Title:
The goods shall remain our property until all claims arising out of our business relationship with Purchaser have been satisfied. If the goods have been processed or finished by Purchaser, our retention of title shall extend to the new finished product. If the goods have been processed, combined or mixed by Purchaser with goods of others, we acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in relation to the total value of the other goods which have been processed, combined or mixed. In the event our goods are combined or mixed with finished goods of Purchaser or of any third party, Purchaser hereby assigns its rights to us with regard to such finished goods. If Purchaser combines or mixes our goods with finished goods of a third party for compensation, Purchaser hereby assigns to us its rights to compensation from such third party. Purchaser may, in the ordinary course of it´s business, resell any goods which are subject to our retention of title. If, upon such resale, Purchaser does not receive the full purchase price in advance or upon delivery of such goods, it shall agree with its customer a retention of title in accordance with these conditions. Purchaser hereby assigns to us all its claims arising from such resale and its rights arising from the said agreement for retention of title. When required by us, Purchaser shall advice its customer of such assignment of rights and provide us with the information and documents necessary to enforce our rights. Notwithstanding the foregoing, Purchaser shall only be entitled to collect payments from claims such resale to any third party as long as Purchaser properly satisfies its liabilities to us. In the event that the security interests granted to us exceed the value of our claims, we shall, when requested, be obliged to release security interests which we deem appropriate. In the exercise of our retention of title a withdrawal of contract can only seen, if we have beforehand expressly declared this in writing.
7. Security:
If there are reasonable doubts as to Buyer´s ability to pay, especially if payments are in arrears, Seller may, subject to further claims, revoke credit periods and make further deliveries dependent on advance payment or other security.
8. Place of performance:
The place of performance shall be our place of supply or storage.
9.Shipment and Delivery:
Unless agreed to otherwise, the goods shall be shipped at Purchaser´s risk. Furthermore, we shall specify the manner of shipment, shipment route and carrier. Partial shipments are possible. Section 8 above is not affected by this provision.
10. Transport Insurance:
We are authorized to cover appropriate transport insurance on behalf and at the expense of the Purchaser in an amount at least equal to the invoiced value of the goods.
11. Damage in transit:
Notice of claims arising out of damage in transit must be lodged by Buyer directly with the carrier within the period specified in the contract of carriage and Seller shall be provided with a copy thereof..
12. Delivery Schedules; Delay:
If we fail to comply with agreed to delivery schedules for reasons we are reasonably responsible for, Purchaser shall establish in writing an additional delivery period of reasonable length. Such additional delivery period shall be at least three (3) weeks. If delivery does not occur after lapse of the additional delivery period and if Purchaser for this reason intends to exercise its option of withdrawing from the contract or claiming damages instead of delivery, Purchaser has to notify us of this expressly in writing by requesting delivery and establishing a further additional reasonable additional delivery period. Purchaser shall upon our request within a reasonable time period declare, whether Purchaser – because of the delay in delivery – withdraws from the contract and / or whether Purchaser claims damages instead of delivery or whether Purchaser insists on delivery.
13. Force majeure:
Any incident or circumstances beyond the Seller´s control such natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, or acts of government shall relieve Seller from his obligations under this control to extent Seller is prevented from performing such obligations. The same applies to the extent such incident or circumstance renders the contractual performance commercially impractical for Seller over a long period or occurs with suppliers of Seller. If the aforementioned occurrences last for a period of more than three (3) month, Seller is entitled to withdraw from the contract without the Buyer having any right to compensation.
14. Delivery Shortages:
In case of incomplete deliveries or wrongly delivered goods, or in case we intentionally or negligently breach another obligation (collateral obligation), Purchaser has to notify us of this in writing and simultaneously set a reasonable timer period for delivery of the complete delivery, the correct goods ort he remedy the breached obligation. Purchaser cannot derive rights from negligible differences in the quantity of the delivery. If the difference in the quantity of the delivery is more than negligible, we will deliver the remaining amount if this reasonable for us, otherwise we will issue a credit note.
15. Compliance with legal requirements:
Unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.
16. Advice:
Any advice given by seller is given to the best of his knowledge. Advice and information with respect to suitability and application of the goods is not binding and shall not relieve Buyer from undertaking his own investigations and test with regards to the suitability of the goods supplied for the processes and purposes he intends to use them for.
17. Product quality, specimens and samples, guarantees:
17.1 Unless otherwise agreed, the quality of the goods due contractually is exclusively determined by Seller´s product specifications valid at the time of delivery.
17.2 The properties of specimens and samples are binding only insofar as it has been explicitly agreed that they should be of goods quality. 17.3 Quality and shelf-life data as well as other data constitute a guaran-tee only if they have been agreed in writing and designated as such.
18. Complaints:
All Purchaser complaints, particularly those regarding the quality or quantity of the goods, must be submitted to us in writing without delay, but not later than ten (10) days from delivery of the goods or in the case of latent defects within ten (10) days from the date such defect(s) is discovered or should have been discovered through the exercise of reasonable investigation. If Purchaser does not advice us complaints or notices of defects timely or in the agreed form, our deliveries and services are deemed to be without defect with respect to the complaint or notice being not timely or not according to the agreed form. If Purchaser knowing of defects accepts our deliveries or services, Purchaser shall only be entitled to rights deriving from such defects if Purchaser has expressly reserved such rights in writing.
19. Liability for Defects:
Purchaser cannot derive rights from a defect in our goods and services if only negligible impairment of the value ort he usage of our goods and services exists. In the event of justified claims arising from the quality of the delivered goods, we reserve the right, solely at our discretion, to either replace or repair the goods. For this, we always are to be given the opportunity within reasonable time. If our repair or replacement fails to remedy the defects, Purchaser shall be entitled to either adjust the purchase price or withdraw from the contract. Further Purchaser may claim refund of its actual out-of-pocket expenses necessary for the purpose of repair or replacement. This is precluded should such expenses be increased because the goods were later transported to a place other then the seat of Purchaser. Claims of Purchaser for recourse against us as provided for by statutory law are only given in as much and insofar Purchaser has with its customers not agreed to provisions surpassing the legal rights in case of defects. Regarding the right to claim refund for expenses the preceding provision applies accordingly. The warranty period for our goods and services is one year from date of delivery, insofar nothing different mentioned in the product data sheet. This does not apply in cases a longer period is prescribed by statutory law according to §§ 438 Subsection 1 No. 2 (Buildings and goods for buildings), 479 Subsection 1 (Regress) and 634a Subsection 1 No. 2 (defects in buildings) BGB.
20. Limitation of Liability:
We can only be held liable for damages, irrespective of the legal basis therefore, based on breaches of obligations deriving of the contract, tortuous acts. and the intentional misconduct or gross negligence on our part, or on the part of our legal representatives or on the part of those employed by us in the performance of our obligations or if the breach of our contractual obligations violates the essence of the contract (essential obligations). In the case of slight negligence our liability for damages shall be limited to the foreseeable damage typical for a contract of this nature, however in no event more than the invoiced value of the goods in question. The aforementioned limitation of liability or of damages shall not apply in cases of damage to life, body or health or damage to private property under the product liability law (ProdHaftG) or in other cases of mandatory liability. If Purchaser has claims for damages under this section 20. these shall be time-barred within the periods as stated for claims for defects according to section 19. above (Liability for Defects).
21. Communication:
Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.
22. Place of performance, jurisdiction:
The place of performance for the delivery is the Seller´s respective point of dispatch. Place of jurisdiction is the Seller´s place of business or, at Seller´s option, the Buyer´s general place of jurisdiction.
23. Applicable law:
The contractual relationship shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated April 11 1980. German law is also applicable. The conclusion of this contract is exclusively subject to German law excluding the CISG.
24. Trade Terms:
If any trade terms have been agreed pursuant to the International Chamber of Commerce INCOTERMS, the INCOTERMS 2000 shall apply.
25. Severability:
Should any of these conditions be deemed wholly or partly invalid, this shall have no effect on the validity of the remaining conditions.
Important:
These “General Conditions of Sale and Delivery” are a translation of the German Conditions “Allgemeine Verkaufs- und Lieferbedingungen). This translation is provided for the information and benefit of our customers. Should any doubts arise regarding the interpretation of these General Conditions of Sale and Delivery the German version shall prevail in all respects.