Our terms of sale apply to all our deliveries to business people when the contract is connected with the operation of their trading business, to legal persons under public law, to trusts under public law and to private persons.
Our terms of sale shall take priority as sole valid terms of contract over any other conditions, in particular the buyer's conditions of purchase. If an order is placed with reference to any conditions of purchase in full or partial contradiction to our terms of sale, such conditions of purchase are refuted herewith in full.
Variations from our terms of sale have to be confirmed in writing in every case.
Should any individual conditions be invalid or should any individual conditions be amended in their effect, the remaining conditions of our terms of sale shall remain effective nevertheless.
The specifications quoted in the technical data are not binding. We reserve the right to make changes at any time in the interest of technical progress.
For an order to be accepted with legally binding effect it has to be confirmed by us in writing.
All supplementary agreements, subsequent additions and amendments to the order have to be confirmed by us in writing in order to be legally binding.
Terms of delivery
Delivery periods are quoted ex factory in Brensbach/Germany. They will be observed as far as possible but are not binding.
Delivery variations of up 10% over or below the total quantity are permissible.
The risk shall pass to the customer as soon as the consignment leaves our factory.
Packaging costs shall be invoiced separately unless otherwise agreed expressly in writing.
Terms of payment
Our invoices are payable with 2% discount for payment within 14 days of the date of the invoice or without deduction for payment within 30 days of the invoice date. Interest at the standard rate shall be charged on payments which reach us later than 30 days after the invoice date.
Payment by bill of exchange is permissible only with our express prior consent. The customer shall bear the bill charges, recovery charges and discount charges in every case.
The customer may use only uncontended or legally established counter claims to offset our due claims for payment or he may assert rights of retention.
Should the customer's financial circumstances and/or conditions of liquidity worsen notably after the signing of the contractor or should any such existing circumstances and conditions not become known until later, we shall be able to demand immediate payment of all outstanding invoices even if respite was previously granted in full or in part on the invoiced amounts or the invoiced amounts were remitted by bills of exchange. Such a worsening of the customer's circumstances shall be deemed to be in particular protests of bills or cheques, the seizure of property, the suspension of payments, the application for composition or bankruptcy proceedings by the common debtor, the opening of composition or bankruptcy proceedings or an objection to the opening for lack of assets. In this case further deliveries shall be made only in return for advance payment or provision of security.
Complaints and warranty
Complaints shall be governed by Sections 377 and 378 of the German Commercial Code (HGB) with the proviso that complaints due to faulty or incomplete delivery have to made in writing no later than two weeks of the product's arrival at the point of destination.
If the product supplied by us faulty or it lacks any promised characteristics when the risk is passed, we shall be able to fulfil or warranty obligation by improvement or a replacement delivery. If the improvement or replacement delivery fail, the customer may demand a reduction of the purchase price or annulment of the contract.
The customer shall have no further warranty claims beyond those specified in Section 5.2.
All claims by the customer which are based on a fault of the delivered product or the absence of any promised characteristics are subject to a limitation period of 12 months from passing of the risk to the customer regardless of when a fault or damage becomes notable for the customer.
Claims for damages
All claims for damages by the customer due to a positive breach of an obligation, a breach of obligations during negotiations and tortious acts shall be excluded unless we are absolutely liable in cases of intent or gross negligence or the infringement of cardinal obligations. The same shall apply to claims for damages due to non-fulfilment, particularly claims for consequential damages.
Reservation of ownership
The delivered product shall remain our property until full settlement of all our claims from the business relationship. Bills of exchange and cheques are not regarded as settlement until the sums are credited to our account.
Where the reservation of ownership in accordance with Section 7.1 lapses due to the combination, mixing and/or further sale of our reserved property, this reservation of ownership shall be replaced by co-ownership of the new item or of the customer's resulting claim in a proportion equal to the purchase price due to us for the reserved property. The customer undertakes to provide us on request a list with the names of the owners of the combined or mixed items or the buyers of the sold product.
The customer is allowed to sell the products covered by our reservation of ownership only in the course of his normal business and only as long as he is not in default with the settlement of our total demands. If the customer is in default or if there is any other doubt as to his creditworthiness in accordance with Section 4.4, we shall be entitled by way of security to demand the return of the products covered by our reservation of ownership or co-ownership until all our demands are settled in full.
By way of security for all our demands from the business relationship the customer assigns to us at this very time his claims from the resale of the reserved products, also in the event of their prior combination with other items, up to the value of the reserved products. The customer is entitled to collect the demands assigned to us from the resale until such time as this entitlement is revoked by us.
If the value of the securities existing for us exceeds our demands by more than 25 percent on the whole, we undertake at the customer's request to release or re-assign the excess securities as we prefer.
Place of fulfilment, place of jurisdiction and applicable law
The place of fulfilment for mutually owed obligations from the contract is Brensbach/Germany.
Sole place of jurisdiction for any disputes including actions on bills and cheques is Darmstadt/Germany.
The law of the Federal Republic of Germany shall apply exclusively for the legal relationship between us and the customer. The harmonized legislation concerning the international purchase of movable property does not apply.