Our general terms and conditions of sales
1. General comments
Our General Conditions of Sale are a component of every contract, and in fact also in so far as, in the individual case, an order is not confirmed. We refute any additional conditions of purchase of the purchaser, or any which contradict our own General Conditions of Sale. Such conditions of the purchaser shall only become binding upon us if we have expressly declared our agreement to them in writing.
2. Offers, orders
Our offers are subject to change without notice in regard to price, quantity, delivery deadline and the possibility of delivery. Orders placed by the purchaser shall only be binding upon us if they have been confirmed by us in writing or carried out. Any oral subsidiary agreements are to be set down in writing.
Our prices are exclusive of VAT, which will be added; exports do not bear tax. Notwithstanding, any increases in the shipping rates and statutory duties which influence the price of the goods shall be charged to the purchaser.
4. Deliveries, despatch
Our charges depend upon the measurements and weight established by us. Partial deliveries are admissible. We endeavour at all times to deliver as quickly as possible. However, fixed delivery dates shall only be binding if we have expressly confirmed them in writing. In so far as not otherwise expressly agreed, all goods are transported at the risk of the purchaser, regardless of which party is bearing the freight charges. We select the despatch route and mode of shipment. Regarding the interpretation of regular commercial clauses such as fob, cfr, cif, etc., Incoterms 2010 shall apply. Should the purchaser possess the goods supplied illegally (cf. Clause 10.), we may refrain from making any further deliveries, subject to any further claims. In so far as loan packaging is utilised, our Conditions regarding the Loan of Packaging shall apply. Any packaging supplied by the customer is to be provided in a flawless condition, ready for filling.
5. Acts of God
War, business disruptions of any kind, transport disruptions, instructions of higher authority and any other cases of Acts of God, such as strikes and lock-outs, or lack of raw materials, energy and labour, which decrease or prevent the manufacture or despatch, or make it unreasonable, shall free us from the obligation to deliver for the duration of the disruption and in the scope of its effect. In so far as, in consequence of the disruption, delivery is delayed by over four weeks, we shall be entitled to withdraw from the contract.
6. Complaints, warranty
Notice of defects shall only be taken into consideration if it is received by us in writing within 8 days of delivering the goods. Any hidden defects must be objected to in writing and without delay following their discovery. The obligations to examine the goods and give notice of defects pursuant to Secs. 377 and 378 German Commercial Code (HGB) and the statutory periods of limitation shall not be affected thereby. In the case of justified complaints, made in proper form, we shall be authorised to provide a replacement delivery. The purchaser may only request revocation of the contract or a reduction in the price if the replacement delivery is not made within a reasonable period of time or is once again defective. Any goods about which a complaint is made may only be returned with our express agreement.
7. Compensation for damage
Any claims for compensation for damage on the part of the purchaser which are based on slightly negligent infringement of contractual or statutory obligations by us, our managerial staff or our assistants are excluded. This shall not apply if the obligation infringed is of essential significance for achieving the purpose of the contract. We shall only be liable for any losses which were not foreseeable at the time of concluding the contract or are atypical if we or our managerial staff are guilty of gross negligence. Should the purchaser prove damage, the claims shall be limited to the value of the invoice of the delivery concerned. The provisions of the Product Liability Act shall not be affected thereby.
Our technical advice regarding the application is not binding - also in regard to any intellectual property rights of third parties - and shall not exempt the purchaser from carrying out its own examination of our products to ascertain their suitability for the intended procedures and purposes.
9. Prepayment, payments
We expressly reserve the right to only effect deliveries in return for prepayment. A credit rating of the purchaser appropriate for the respective scope of the transaction shall be a prerequisite for deliveries together with an invoice and/or the granting of payment deadlines. We reserve the right to carry out a prior check on the credit rating of the respective purchaser before concluding contracts. Our invoices are payable immediately without any deduction. Cheques and bills of exchange shall only be accepted by us as conditional payment, and with our agreement. Discount charges and any other note charges shall be borne by the purchaser. Any credit notes regarding bills of exchange or cheques shall always apply subject to receipt of the nominal value of these papers and with the value date of the day on which we have access to the nominal value. In the case of export, any costs associated with the payment shall be borne by the purchaser, in so far as they fall due outside the Federal Republic of Germany. Should the deadline for payment be exceeded, subject to any other further claims we shall be entitled to require interest amounting to 3% above the 3-month EURIBOR (European Interbank Offered Rate), and, in addition, compensation for any losses on exchange. The purchaser may only offset our claims with counterclaims which are undisputed or have been determined to be legally valid. The purchaser shall not have any rights of retention. In case of doubt concerning the purchaser's ability to pay, in particular in the event of arrears, we shall be entitled to require securities or advance payments prior to effecting any further deliveries. Should the purchaser not comply with this request within a reasonable period of time, we shall be entitled to withdraw from the contract.
10. Retention of title
The goods supplied shall remain our property until full payment of all claims against the purchaser, including any which may arise in future. The reservation of ownership shall also extend to the articles arising through processing. The new article arising through processing shall serve to secure our claims in the amount of the value of the processed goods subject to the reservation of ownership. In the event of combining or mixing the retained goods with other items, we shall acquire co-ownership in the new item in the proportion of the value of the invoice of the retained goods to the value of the other items. Should the retained goods be combined or mixed with a main item of the purchaser or a third party, the purchaser hereby already now assigns to us its rights in the new item. Should the purchaser combine or mix the retained goods with a main article of a third party in return for payment, it hereby already now assigns to us its claims to remuneration from the third party. The purchaser shall be entitled to sell the goods in our ownership in the regular course of business as long as it fulfils its obligations towards us in proper form. This shall not, however, apply if, and in so far as, a prohibition on assignment in regard to the claim to the purchase price has been agreed between the purchaser and its customers or assignment of this claim is not possible for any other reasons. Any extraordinary assignments, such as pledging, transfers of ownership by way of security, etc. to third parties, shall be inadmissible. Should the purchaser sell the retained goods, regardless of in what state, it hereby already now assigns to us its claims arising from the re-sale, together with all ancillary rights for securing our claims. In the event of the retained goods being sold by the purchaser together with other goods, not belonging to us, whether it be without or following processing, combining or mixing, the assignment of the claim to the purchase price shall only be in the amount of the value of the retained goods.
The purchaser shall be authorised to collect the accounts receivable arising from the re-sale, in spite of the assignment, as long as it fulfils its obligations towards us in proper form. At our request, the purchaser shall be required to inform us of the debtors of the accounts receivable assigned, and notify the debtors of the assignment.
The purchaser is required to inform us without delay of any levy of execution, damage to or loss of the retained goods, as well as any distraint or any other impairment of our rights. Should the value of the security provided to us exceed the total of our claims by more than 20%, we shall, to that extent, be obliged, at the purchaser's request, to transfer the property or release the assignments.
11. Place of fulfilment, place of jurisdiction and applicable law
The place of fulfilment for deliveries and payments, as well as the place of jurisdiction, shall exclusively be the Head Office of our company. We shall, however, be entitled to file an action with the court which has jurisdiction for the purchaser's Head Office instead. The contract shall be subject to the Law of the Federal Republic of Germany, as it is applied among traders having their Head Office within the Federal Republic of Germany.