General Terms and Conditions of Business

Transcription

1 General Terms and Conditions of Business I General 1. Any departures from these terms and conditions, in particular the customer s own conditions of purchasing, shall require our express approval in writing. 2. Our quotations are non-binding. Orders shall only be binding for us in so far as they have been confirmed by us, or if they have been effectively fulfilled by delivery of goods. Verbal agreements shall only apply if confirmed in writing. 3. When using the goods supplied, the intellectual property rights of third parties are to be observed. II Quotation and prices 1. Our quotations are always non-binding. Information given in our brochures is only binding where expressly described as such. 2. Our prices are quoted in euros ex Walsrode and do not include costs of freight and carriage etc. or the respective statutory amount of VAT. These costs will be calculated at the price valid on the day of delivery. III Delivery, shipment, packaging 1. Unless otherwise specifically agreed, we shall be entitled to choose the packaging, and the means and route of shipment. 2. Risk is transferred to the customer when the goods are handed over to a forwarding agent or freight carrier, but no later than when they leave the plant. Risk is also transferred to the customer on notification of readiness for shipment, if shipment or acceptance is delayed for reasons not attributable to us. If goods notified ready for shipment are not collected or their delivery is not requested within 10 days, then we shall be entitled, at our discretion, to either ship them or place them in storage to the customer s account. Any damage in transit must be reported immediately by the customer to the forwarding agent or freight carrier. 3. Should the customer be in arrears with regard to accounts payable to us, we shall be released from our obligation to make delivery of goods or services. 4. We shall make all efforts to meet delivery dates provided by us; however, delivery dates are approximate only, unless we have expressly specified a firm date in writing. If the agreed delivery date is exceeded for reasons attributable to us, this shall not be considered a delay until after the setting and elapse of a further reasonable deadline for delivery.

2 5. The delivery period commences with the date of our order confirmation, but not before clarification of all details necessary for contract performance and before supply of any documentation to be provided by the customer. 6. The delivery period shall be considered met if the goods leave the plant or the customer has been notified of their readiness for shipment before the delivery period has elapsed. 7. In the event of circumstances beyond our control, we shall be entitled to extend the delivery date by a reasonable period. IV Force Majeure In the event of force majeure, the contractual obligations of the parties shall be suspended for the duration of the force majeure, commensurate with the extent of its impact. Force majeure are events and circumstances that could not have been avoided despite due business diligence. If the resulting delays exceed a period of 6 weeks, then both contractual parties shall be entitled to rescind the contract in respect of the scope of supply affected. All other claims are hereby expressly excluded. V Return of packaging Packaging employed by us may be returned to our headquarters in Walsrode, Germany. However, we shall not bear the costs of returning any such packaging. VI Payment 1. Invoiced amounts fall due for payment either within 14 days of the invoice date, in conjunction with a 2 percent discount, or in full within 30 days of the invoice date. 2. However, the discount for payment within 14 days of the invoice date shall only be permissible when all outstanding accounts receivable for goods and services already supplied have been paid in full. 3. The date of payment shall be the date the amount is paid in cash, or, in the event of non-cash payment, the date the amount is credited to our account. 4. No discount for payment within 14 days of the invoice date shall be granted where such payment is made subject to conditions or restrictions. 5. Where payment is not made by the due date, interest shall be charged on the amount due at usual bank lending rates, but at least 3 percentage points above the Bundesbank discount rate. Where applicable, we reserve the right to bring claims for damages above and beyond such interest charges. 6. In the event of late or non-payment, or in the event of reasonable doubt concerning the solvency or creditworthiness of the customer, we shall be entitled, without prejudicing any other rights or claims on our part, to require security or advance payments for outstanding goods or services, and to

3 require immediate satisfaction of all claims arising from the business relationship. 7. In such event, we reserve the right to only provide further goods and services where advance payment is made, or where payment is made in cash on delivery. The same conditions shall apply upon the first provision of goods and services to customers not previously known to us. 8. Payment with bills of exchange shall require our express approval; all charges and costs and all and any risk associated with the timely submission and protestation of such bills shall be borne entirely by the customer. 9. Debt-discharging payments can only be made to us directly, or to employees or representatives who have been expressly authorized in writing by us to accept such payments. 10. The customer shall only be entitled to withhold payment or to net customer s claims against our claims where such customer claims are uncontested, or non-appealable in a court of law (res judicata). VII Retention of title (lien) 1. Until all claims arising from the business relationship have been settled in full, we shall retain title to all goods supplied to the customer. However, the customer is entitled to use the goods in the course of normal business operations. 2. Our title shall also apply to products resulting from the processing, mixing or combining of our goods with other materials or goods; in this event, our title shall apply to the resultant product to its full value; furthermore, we shall be recognized as the manufacturer of such product. Where our goods are processed, mixed or combined with the goods of third parties whose property rights remain intact we shall have part ownership of the resultant product, such part ownership being proportionate to the invoice values of such processed, mixed or combined goods. 3. The customer hereby assigns to us in their entirety or in the amount of our part ownership (see sub-section VII 2 above) as security any claims (accounts receivable) against third parties resulting from the re-sale of goods. The customer is entitled to enforce these claims on our behalf until we revoke such assignment or the customer ceases making payment to us. The customer is not entitled to assign any such claims, including, without limitation, assignment by way of factoring unless the factoring agent is obliged to provide compensation for contract performance directly to us until all our claims in respect of the customer have been settled in full. 4. Should any third party gain access to our goods or claims then the customer shall notify us of this fact without delay by registered mail. 5. Exercising our right to retain title does not constitute withdrawal from contract.

4 6. The goods and the associated claims shall not be assigned to any third party in the form of security or collateral until all our claims have been settled in full. 7. Should the value of securities proffered to us by the customer exceed our payment demands by more than 20 percent, then we shall, at the customer s request and at our discretion, release securities. VIII Warranty 1. All information on the suitability, manufacturing/processing and application of our goods, technical advice and other information are provided to the best of our knowledge. However, they do not discharge the customer from his obligation to perform his own inspections and tests. 2. The customer shall, upon receipt of goods, without delay inspect such goods for defects with regard to properties and fitness for purpose, including, in so far as is reasonable, sample use/processing of such goods. Otherwise, the goods shall be deemed to have been accepted. 3. Complaints or notification of defects shall only be accepted when made within eight days of goods receipt, or in the case of hidden defects within eight days of their discovery. Such complaints must be made in writing and shall include documentary proof. Statutory provisions remain unaffected; however, any warranty for goods on our part shall be valid for a maximum of one year from the invoice date. 4. Our warranty obligations shall be limited to, at our discretion, replacement, contract cancellation, reduced payment, or repair. The customer hereby expressly consents to repairs, where we choose to make them. Goods may only be returned with our express approval. 5. Any information provided, including without limitation, information on the goods or services and on their appropriate usage and application are of a general descriptive nature only, and do not represent descriptions of warranted properties. Variations in properties of a kind typical of the industry shall be acceptable, in so far as not otherwise expressly agreed. 6. Should the customer fail to give us opportunity to verify any defect, should the customer fail to make the corresponding goods available to us without delay, in particular where specifically requested to do so, then all claims arising from defects shall be null and void. IX Data storage All and any data associated with our business relationship shall be stored in accordance with the German Data Protection Act (Bundesdatenschutzgesetz).

5 X Place of performance, legal venue, applicable law 1. Place of performance for all goods and services is our plant in Walsrode. Place of performance for all payments is Walsrode. 2. The legal venue for all claims resulting from the business relationship, in particular with regard to our goods and services, is Walsrode. However, we shall be entitled to initiate legal proceedings against the customer at his registered place of business. 3. Only German law shall apply; international agreements, laws and conventions, including, without limitation, the United Nations Convention on Contracts for the International Sale of Goods, are hereby expressly excluded.