1. General information:
1.1 Deviations from these Terms and Conditions of Sale, in particular the validity of the Buyer’s purchase instructions, require our written approval.
1.2 Our offers are subject to change without notice. Orders are only binding for us if we confirm them or comply with them by sending the goods, oral collateral agreements if we confirm them in writing.
1.3 When using the delivered goods, industrial property rights of third parties are to be observed.
2. Delivery:
2.1 Insofar as we provide our own packaging and transport material, our special packaging conditions shall apply. In the event of late return (i.e. exceeding the usual unloading time) of loading devices or private tank and bulk wagons, we reserve the right in any case to charge the purchaser for the costs and rents incurred by us.
2.2 As long as the buyer is in arrears with a liability, our obligation to deliver shall be suspended.
2.3 If delivery is delayed, the delay shall only occur after a reasonable period of grace has been set.
3. Calculation:
3.1 Unless otherwise agreed, our terms of delivery shall be ex works, without packaging.
3.2 The prices valid on the day of delivery shall always apply for invoicing. If these are higher than at the conclusion of the contract, the customer shall be entitled to withdraw from the contract within 14 days of notification of the price increase with regard to the quantities not yet accepted.
3.3 The prices do not include value added tax.
3.4 In the case of any agreed freight-free delivery, the prices quoted by us are based on the freight and ancillary charges valid at the time of the offer. They shall therefore be adjusted in favour of or at the expense of the contractor to changed freight and ancillary charges for our delivery, without the purchaser being entitled to withdraw from the contract in this respect.
4. Force majeure:
Cases of force majeure – such are the circumstances and occurrences which cannot be prevented with the diligence of a proper business management suspend the contractual obligations of the parties for the duration of the disturbance and to the extent of its effect. If the resulting delays exceed a period of six weeks, both parties shall be entitled to withdraw from the contract with regard to the scope of services affected. Other claims do not exist.
5. Payment:
5.1 Within 10 days 2% discount, 30 days net.
5.2 The submission of bills of exchange requires our consent; their expenses and costs as well as the risk of timely presentation and protest shall be borne in full by the purchaser.
5.3 If the payment deadline is exceeded, interest will be charged in the amount of the usual bank debit interest, at least 3% above the respective Bundesbank discount rate, subject to the assertion of a further claim.
5.4 In the event of default in payment and justified doubts as to the solvency or creditworthiness of the purchaser, we shall be entitled – without prejudice to our other rights – to demand securities or advance payments for outstanding deliveries and to demand immediate payment of all claims arising from the business relationship.
5.5 Only undisputed or legally established claims entitle the buyer to set-off or retention.
6. Dispatch:
6.1 Loading and dispatch are carried out uninsured at the risk of the consignee.
6.2 We shall endeavour to take into account the buyer’s wishes and interests with regard to the type and route of shipment, any additional costs incurred as a result thereof – even in the case of agreed freight-free delivery – shall be borne by the buyer.
7. Warranty:
7.1 All information on receipt, processing and application of our products, technical advice and other details are given to the best of our knowledge, but do not release the purchaser from his own tests and trials.
7.2 The Buyer shall immediately inspect the delivered goods – if reasonable also by sample processing – for defects with regard to quality and intended use upon receipt, otherwise the goods shall be deemed to have been approved.
7.3 Complaints shall only be considered if they are made in writing within eight days of receipt of the goods – in the case of hidden defects after their discovery, but no later than six months after receipt of the goods – and accompanied by supporting documents.
7.4 Our warranty obligation is limited, at our discretion, to replacement delivery, rescission, reduction or repair. Complained goods may only be returned with our express consent.
8. Damages:
To the extent permitted by law, our obligation to pay damages, irrespective of the legal basis, shall be limited to the invoice value of the quantity of goods directly involved in the event causing the damage. This shall not apply if we are liable without limitation according to mandatory statutory provisions due to intent or gross negligence. Compensation for consequential damages is excluded.
9. Retention of title:
9.1 Until full payment of our claims from the business relationship with the buyer, the goods sold shall remain our property. The purchaser is entitled to dispose of the purchased goods in the ordinary course of business.
9.2 The retention of title also extends to the goods processed by us. The goods shall be deemed mixed or combined to their full value, whereby we shall be deemed to be the manufacturer. If the ownership rights of third parties remain in force during processing, mixing or combination with goods of third parties, we shall acquire co-ownership in proportion to the invoice values of these processed goods.
9.3 The Buyer hereby assigns to us as security any claims against third parties arising from the resale in their entirety or in the amount of our possible co-ownership share (cf. item 9.2). He is authorized to collect these for our account until revocation or cessation of his payments to us. The buyer is also not entitled to assign these claims for the purpose of collecting the claim by way of factoring, unless the obligation of the factor to effect the consideration in the amount of our share of the claim directly to us is justified at the same time, as long as we still have claims against the buyer.
9.4 Access by third parties to the goods and claims belonging to us must be notified to us by the buyer immediately by registered letter.
9.5 The exercise of the retention of title shall not constitute withdrawal from the contract.
9.6 The goods and the claims taking their place may not be pledged to third parties, transferred by way of security or assigned before our claims have been paid in full.
9.7 If the value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the buyer’s request.
10. Place of performance and place of jurisdiction:
Place of performance for the delivery is the respective place of departure of the goods, for the payment Kaisersesch. If the buyer is a fully qualified merchant, the place of jurisdiction shall be Cochem Local Court / Regional Court, Koblenz or, at our option, a general place of jurisdiction.
