The following general terms and conditions are valid for all our business contracts. Possible conditions for sale and delivery on order sheets or other documents of our contracting partners deviating from ours are not regarded as valid by us. Our conditions are valid as well without special expression or confirmation for all future business contracts with the business partner:
1. Offer and order:
We are always invoicing prices which are valid on date of delivery, even if the agreed delivery date is longer ago then 6 weeks after the sales contract or receipt of confirmation of order. Our prices and other offer-conditions are without engagement. Orders will be considered as having been accepted only after our written order confirmation or after dispatch has been effected. In any case, invoices have to be considered as order-confirmation.
2. Prices and Payment:
Our prices are strictly net, excluding packing and value added tax. ex-stock Eschwege or ex-works in . Prices or discounts quoted verbally require our written confirmation. With first orders from new customers the goods will be delivered C.O.D. (cash on delivery) or after prepayment. Payment will be made in . Pay ment is due immediately. We will grant a discount of 2 % for paying between 10 days. Higher discounts or reduction of postage or packing-freight are not allowed. After 30 days after maturity of invoice, we will invoice usual banking interests, at least 3 % higher than the bank-rate of the Deutsche Bundesbank. Employees and representatives of our firm are only entitled to accept payment, if they are in possession of a collection permit. The assertion of the right of detention as well as balancing against our debts are impossible, provided that the debts against our company are not uncontested, legal noticed or ripe for decision. Additional charges for order-execution. A netto order valued at less than 30 will carry a supplementary charge of 10.
2a. Addicional charges for order execution
Minimum order value: 85,00 Eur. smaller order are generally invoiced by an additional charge of 10,00 Eur. Export orders are only accepted with a minimum order value of 100,00 Eur. Smaller orders are invoiced by an additional charge of 15,00 Eur.
Dispatch is always effected on account and risk of the orderer. If we consider it necessary, we insure the goods at most favourable terms on account of the ordering party. The choice of the insurance company is up tous.
4. Delivery time:
The delivery times quoted are without engagement. Main acts, strikes or other unforeseen causes which are acting on the manufacture,supply or transport of the goods ordered beyond our control, entitle us to withdraw partially or totally our engagement for supply without entitling the orderer to be indemnified.Claims for compensation of damage in case of delivery are excluded, unless we or our agent are charged with intention or gross negligence.If, exceptionally, we could be made liable about exceptionally circumstances, our liability will depend on the amount of invoice.
Claims have to be made immediately on receipt of the goods or within 8 days at the latest. If claims are accepted by us, the warrantyis limited on improvement or replacement as per our choice. The orderer is not entitled to claim on compensation of damage, especially on consequential damages.
6. Complains, guarantee:
Our goods should be inspected immediately on receipt to check that they conform with the goods ordered and that they are free from defects. Customers should notify us in writing of discrepancies and defects immediately, or at the latest within 8 days of receipt of the goods. Without written notification guarantee and compensation claims are invalid, unless there is a concealed fault that was not detectable even on close inspection. The guarantee period for both obvious and concealed defects is limited to six months and after this period the customer has no claims. In the case of valid complains we are responsible for and have the choice of either repairing the fault or providing a replacement article. Two attempts at repair are permissible. If we do not repair the article or provide a replacement, the customer has the right to cancel the contract (redhibition) or demand a reduction of the price (reduction). The customer has no claim to compensation, especially compensation for direct or indirect damages caused by defects in the goods, in the case of defective delivery. Such compensation can be claimed only when we have expressly promised and given a written assurance to the customer that these defects or this damage will not occur. In the case of complaints about defective goods we reserve the right to examine the goods. The customer thus has to
7. General limits of liability:
We are liable only, unless specified otherwise in the conditions, in the conditions, in the case of wilful and gross negligence up to the value of the contractual object that is related to the damage. We are not liable for minor negligence. This liability regulation is valid-with the exception of above-mentioned default regulation in paragraph 5- fo all cases, especially compensation claims arising from faults in the conclusion of the contract, non-observance of contractual secondary obligations, positive infringement of the contract and unauthorized action.
8. Chemical Products:
The use of chemical products, like cleaning materials, stain removers, sprays and paraffins, supplied by us such as stain removing liquids, special agents, sprays, paraffine etc, is on risk of the buyer.The buyer is bound before using the chemical products supplied by us to examine these in all cases resp. to make trials whether these products are suitable for the intended purpose. If this is not done, no claims for compensation can be made.
9. Property Reservation:
The goods are our absolute property until complete payment of the invoice; in case of repeated or current business relation until settlement of the debt. Cheques, drafts and transfers are considered as payment only on cashing. Before complete payment of the invoice the goods cannot be pledged nor transferred as security for debt. If the goods are pledged from a 3rd party or another interference occurs which risks the rights or disposition possibilities of the orderer, the orderer has to inform us immediately. If the orderer processes the goods supplied to a new merchandise, the processing is made for us. The acquisition of ownership as per 5 950 BGB is excluded. If the goods supplied under property reservation are mixed or combined with other things, we acquire co-ownership for the new things. If the goods supplied under property reservation or things made out of these - no matter in which condition - are further alienated, processed or installed by the orderer, the orderer transfers already now to us - until complete settlement of our outstanding claims - the claims resulting from alienation on occasion of processing or installation against his customer or third party with all secondary rights up to the amount of our claim. The orderer is engaged to give us all information and documents which are necessary for assertion of our rights and at our request to inform his customer and third party about the transfer. If the value of the securities given to us increases the delivery demands for more than 20 %, we engage inasmuch for retransfer upon request of the orderer.
10. Special Conditions for call orders:
The customer is also after the first call oliged to take the entire order, because the basic costs are distributed over the entire order. If the possibility of change by means of a call is required, this should be stated at the enquiry stage, or at the latest, when the order is assigned. Call orders in which the possibility of change by means of a call has not been reserved by the customer can no longer be changed by a call, because the entire order has been processed at the first call and deposited in the warehouse. The price remains constant for the agreed call period. If there is no agreed call period, a period of 12 months will be considered as the agreed period. If at the end of this period the remainder of the order has not been called, we are entitled, without an explicit call, to demand the remainder of the purchase price.
11. Competency Of Court:
German Law Settling place and competency of court is Eschwege for both parties; also if the sale or supply was executed from another place. The local and relevant competence of the Amtsgericht Eschwege is valid as well for litigations with orderers, who do not have a general competency of court in the Federal Republic of Germany, especially hortatory proceedings (OS 688 ff ZPO). German law is valid.
12. Purchase Conditions:
These conditions are valid for purchase of goods through us. 1. Confirmation of order required immediately 2. The price agreed or confirmed at the time of ordering may not be increased during the period of the fulfilment of the order. Cash on delivery despatches will not be accepted. 3. Deliveries of quantities that are either excessive of insufficient are permissible only with our explicit approval. For pieces and weights the quantities decided by our goods receipt control are standard. 4. Goods are transported at the risk of the supplier. 5.Cargo despatches are to be made only by the transport company of our choice. If the carrier is not specified on the order, we request the following details: a) Number of items being transported b) Sizes and weights 6. If the supplier does not keep to the delivery date, we are entitled to withdraw from the contract. We are obliged to extend the delivery date and the supplier can make no claim on us. 7. Our obligation to check goods and to operate a claims procedure, in accordance with to §§ 377 and 378 of the Commercial Statue Book (HGB), extends only to obvious defects that have been or could have been detected on immediate examination. In case of concealed defects we are under no such obligation. Disputed goods can be returned to us at the risk and expense of the customer. In the case of complaints we reserve the right to claim reimbursement for material and time wasted. With respect to the defects and faults of goods supplied that could be detected only during the first use of the goods, the obligation to check the goods and operate a claims procedure, in accordance with §§377 and 378 of the Commercial Statute Book, comes into force only after the first use of the goods by us or by the customer. 8. We are obliged to check the goods and operate a claims procedure only after the goods have been used by us or by the customer. Disputed goods will be returned at the risk and expense of the supplier. In the case of complaints we reserve the right to claim reimbursement for material and time wasted. 9. The guarantee of the supplier covers the faultless quality of all supplies and services. The supplier is obliged to exchange articles that are defective or become defective during the period of guarantee as a result of faulty construction, inadequate workmanship or the use of inappropriate materials immediately and free of charge. 10. Eschwege is the place of performance and legal venue for both parties.
Porto, 1. July 2018