General Terms and Conditions of Sale and Delivery
I. Conclusion of Contract, Contents of Contracts
1. We enter into contracts with merchants solely on the general terms and conditions as stipulated herein, provided no explicit other agreements have been entered into in writing. The general terms and conditions of purchase of our buyers are not binding for us, even if we do not explicitly object to them.
2. Any oral agreements shall only be binding for us if, and to the extent to which, we confirm them in writing or comply with them by effectuating delivery of goods and sending of the invoice.
3. Our offers are subject to change and modification. The scope of delivery shall be based on our written confirmation of the order.
II. Invoicing
1. Invoicing shall be based on the prices plus value-added tax as applicable on the day of delivery and on the leaving weight as established at our site of dispatch.
III. Payments
1. Please see the offer or order confirmation you received from us for the relevant conditions of payment.
Not set-off shall be made against our claims, and no right of retention may be exercised, unless a counter-claim is undisputed or established in a legally binding manner.
If invoices for supplies and services are settled through SEPA basic direct debiting procedure / company direct debiting procedure, the Purchaser shall receive a pre-notification for the direct debit one day before the due date at the latest in deviation of the statutory provisions. This pre-notification is effected upon transfer of the invoice to be collected.
2. If the payment terms are not observed and in case of default of payment, we shall have the right to charge default interest at the rate of eight (8) percentage points above the base rate.. We reserve the right to bring any further damage claims for default.
3. If these terms of payment are not observed or if, after the conclusion of a contract, we learn of any circumstances which are likely to impair the buyer’s credibility to a considerable extent, we shall have the right to declare our claims due. This provision shall apply independently of the term of any bills of exchange which we had accepted; in such case, we shall furthermore have more the right to handle outstanding deliveries against advance payment only, or against the placing of a security, to withdraw from the contract after a reasonable period of grace and/or to claim damages for a non-fulfillment. Moreover, we shall have the right to prohibit the further sale and processing of the goods which were delivered under retention of title (VII.), to claim the return of these goods or the transfer possession at the buyer’s expense, and to revoke the direct collection authorization according to section VII., sub-section 6.
IV. Delivery Terms, Dispatch and Insurance
1. We deliver our goods according to the offer or order confirmation you received from us. The delivery terms are found in our offer or order confirmation.
2. Our obligations to deliver shall be suspended as long as the buyer is in arrears with any duty. All shipments shall be made at buyer’s risk. The type and route of dispatch will be selected at our discretion. We shall make efforts to take any of the buyer’s wishes into account. Any insurance coverage against transportation damages shall only be taken out by order and at the cost of the buyer.
V. Warranty and Liability, Statute of Limitations
1. Any complaints regarding the quality or the quantity have to be submitted to us in writing immediately but at the latest within eight (8) calendar days after receipt of the goods and indicate the ordering detail and the invoice and dispatch numbers.
2. If a justified notice of defects is given in due time and form, we shall have the right to decide whether to repair the defects or replace the delivery. This provision shall not apply in the case of a recourse of the company following a purchase transaction to a consumer. No goods which are the subject of a complaint may be returned to us without our explicit consent. If any subsequent contract fulfillment fails, our buyer shall be entitled to a reduction of the purchase price or to a withdrawal from the contract. Our buyer’s statutory right in such circumstances, i.e. to claim damages instead of contractual fulfillment, shall not be affected.
3. We shall become liable in cases of intent or gross negligence on our side or on the side of any of our representatives or employees in accordance with the existing legal regulations. In the case of damage to life or limb or to health, or in case of any violation of any of our material contractual obligations, we ourselves as well as any of our representatives or employees shall also be liable for simple negligence. Otherwise, no liability for simple negligence shall be assumed. However, any claims for damages for any violation of any material contractual obligation shall be limited to the typical, foreseeable contractual damage. The provision of the Product Liability Act shall remain unaffected by the above regulation.
4. The period regarding claims and rights under the statute of limitations for defective delivery / contractual fulfillment – shall be one year. This provision shall not apply in the case of a recourse of the company following a transaction to a consumer.
VI. Information and Advice
Any information regarding the possible processing and use of our products, as well as any technical consultation and other information shall be given to the best of our knowledge and belief, but without any obligation or liability on our part.
VII. Retention of Title
1. Any goods supplied by us shall remain our property pending the fulfillment of any present future payment obligation on the part of the buyer towards us, for whatsoever legal reason. In the case of an existing current account, the retained title shall be deemed to be security for our respective claim of balance (current account reservation). The same shall apply if any payments are made on account of specific claims.
2. As long as we have any open claims against the buyer, any processing of the merchandise supplied by us shall be deemed to have been made on our behalf, with an acquisition of title in accordance with section 950 German Civil Code being excluded. If such processing is performed by the buyer (section 947 German Civil Code) in combination with any other goods not belonging to us, we shall have a co-ownership in the newly created product in proportion to the counter-value of the invoice of the goods coming under the retention of title in relation to the counter-value of the invoice of the other goods which were processed together with them. If our property title should become extinct as a result of the incorporation of our goods, the buyer now already assigns its title in respect of the new stock or matter in proportion to the invoiced value of the goods supplied by us to us. In any cases of processing, the buyer shall be deemed to be a safekeeping agent.
3. The buyer shall retain the right to re-sell, process, or incorporate the goods coming under our retention of title within the framework of its normal business operations, as long as the buyer is not in default, and as long as any claims resulting from such re-sale are passed on to us in accordance with VII. No. 4 ff.
4. Our buyer’s claims resulting from the re-sale, processing or building of the goods into other products under our retention of title (in particular from a purchase contract, contract for manufacture, or contract for labour and materials) shall be deemed to be assigned to us at the moment of their coming into existence, this provision shall apply irrespective of the fact whether the goods, which are the subject of our retention of title, are re-sold or processed with or without processing to one or to more than one customer, or whether they are further processed. Any securing rights on the side of our buyers shall be assigned to us.
5. If the goods which are the of our retention of title are re-sold or processed with or without processing in combination with other goods not belonging to us, our buyer’s claim against the purchaser shall be deemed to be assigned to us in accordance with VII, No. 4 in the amount of the delivery price which was agreed between us and our buyer.
If any goods in which we hold any co-ownership shares in accordance with VII. No. 2 are transferred, the assignment of the claim shall be deemed to have been made in the amount of these co-ownership shares.
6. The buyer shall have the authorization to collect any claims resulting from the re-sale of any goods which are the subject of our retention of title, until we revoke this authorization; such a revocation being possible at any time. The buyer shall not have the right to dispose of such claims in the form of an assignment to us and provide us with details on such customer’s name and address as well as on the claims to which the buyer is entitled to, especially concerning the nature and amount of such claims, and including any information and documents required for collection.
7. Pending full release, any rights under the retention of title and its special forms as contained herein shall also apply to any contingent liabilities incurred by us in the best interest of our contractual partners, especially with regard to bills of exchange or cheques.
8. The buyer shall inform us without any delay if any third parties establish or assert any rights to any goods which are the subject of our retention of title or to any of the claims assigned to us; the buyer shall inform such third party of our right immediately.
VIII. Majeure
If the availability of goods from the plant where we procure those goods is reduced due to events and circumstances beyond our control (for example, natural disasters, pandemics, war, labour disputes, raw material and energy shortages, transport, traffic and business disruptions, fire and explosion damage, orders of higher authority) so that we are unable to meet our contractual obligations in whole or in part (subject to pro-rata consideration of other internal or external delivery obligations), we are (i) released from our contractual obligations for the duration of the disruption and to the extent of its effects and (ii) not obliged to procure the goods from third parties. We will (i) endeavour to do what is necessary and economically reasonable in order to limit the extent of the effects caused by the disruption and (ii) resume fulfilment of our contractual obligations, if possible, once the disruption has been lifted. Clause 1 shall also apply if the events and circumstances (i) make it permanently uneconomical for us to carry out the transaction concerned or (ii) affect our suppliers. If such events and circumstances continue for longer than three (3) months, we are entitled to withdraw from the contract concerned.
IX. Binding Character of the Agreement
The agreement shall remain binding even if individual points or provisions should be legally ineffective. Any void or ineffective points or provisions are to be re-interpreted so that their purpose shall be achieved in a valid manner.
X. Place of Fulfillment, Applicable Law, Place of Venue
Our deliveries shall be deemed effected if made to the respective place of delivery; the buyer’s payment shall be deemed made if made to the registered office of our company (Wiesbaden). The entire legal relationship between us and the seller shall be governed by German law, with the exclusion of the Vienna UN Convention dated 11.04.1980. Any disputes arising hereunder shall be brought before the courts competent of Wiesbaden or, at our discretion, the general place of venue of the buyer.