Standard Terms and Conditions of Sale and Delivery
1.1. The following provisions are an integral part of all our contract offers and contracts. Our Standard Terms and Conditions of Sale and Delivery apply exclusively, also to all future business. Conflicting or deviating conditions of the Buyer shall not apply unless we have explicitly given written consent to their application.
1.2. The INCOTERMS, latest version, shall apply as a supplement.
1.3. These provisions shall only apply to entrepreneurs as defined in §14 of the BGB (German Civil Code).
Our offers are non-binding. Orders from Buyer shall not be binding on us until we have confirmed them in writing or in text form or until we have delivered.
3. Calculation of price
3.1. Unless otherwise stated in our sales confirmation our price is “ex works Hamburg (exw)”.
3.2. The purchase price shall be calculated on the basis of our valid prices on the date of delivery plus statutory VAT.
3.3. If we increase our prices in general between the conclusion of the contract and the delivery, the Buyer shall have the right to withdraw from the contract in respect of the amount that has not yet been delivered within seven calendar days from notification of the price increase.
3.4. The purchase price shall be calculated in accordance with the quantities, weights or dimensions ascertained at the place of despatch.
4.1. The purchase price is payable “net cash” and is due on delivery.
4.2 If the Buyer shall be in arrears we shall have the right to demand default interest of nine percentage points above the base rate plus additional handling fee of lumps-sum 40 EUR. We reserve the right to claim for additional damage or loss.
4.3. In case of reasonable doubts regarding the ability to pay or the credit worthiness of Buyer, in particular in case of arrears, we shall be entitled to revoke any credit terms we granted and to demand payment in advance or security for further deliveries.
4.4. Payment of the purchase price shall be deemed effected only when the amount is finally at our disposal in one of our accounts. Bills of exchange or checks do not constitute payment. Bank charges, bill tax etc. are for Buyer’s account.
4.5. Setting off with counterclaims other than those that are not disputed or are confirmed by final court decision, or exercising rights to refuse or to withhold performance, are excluded.
5.1. Our delivery obligation is subject to the correct and timely delivery by our supplier.
5.2. We are entitled to make part deliveries, provided that these make up at least 25 p.c. of the contractual quantity.
5.3. Deliveries of 10% less or more than the contractual quantities are permitted.
5.4. Transactions for fixed delivery dates must be expressly agreed as such.
5.5. If "prompt" is agreed as the delivery date, the delivery period shall be 14 calendar days.
5.6. In case of delays in delivery the Buyer shall grant us a reasonable grace period of not less than two weeks.
5.7.The risk istransferred to the Buyer as soon as the goods are handed over to the transport company or, in case of collection by the Buyer, when they are placed at the disposal of Buyer, even if we pay the costs of transport.
5.8. Unless otherwise agreed, our goods are destined for processing in Buyer's own plant.
6. Impediments to delivery
War, strikes, lockouts, scarcity of raw material or energy, plant or traffic disruptions, acts of government and all other cases of force majeure that prevent or delay the production or shipment of the goods or make them uneconomical shall exempt us from the duty to deliver for the duration and to the extent of the disruption. If the disruption lasts for longer than three months, we shall have the right to cancel. In case of partial or complete discontinuation of our sources of supply due to force majeure, we shall not be obliged to obtain stock from other suppliers. In this case we shall be entitled to allocate the existing stocks, taking into account our own requirements and our obligations to supply.
7. Quality of the goods / samples / technical advice / applications
7.1. Unless otherwise agreed, the quality of the goods is exclusively defined in our official product specification. To the extent we distribute the goods of other producers, the official product specifications of the respective producer shall apply.
7.2 Samples that we make available and our technical and chemical data are intended only for a general description of the goods. They do not contain any warranty regarding quality or shelf life and do not relieve the Buyer from inspecting every single delivery.
7.3. Advice on technical applications that we provide to the best of our knowledge is not binding and does not relieve the Buyer from testing every single delivery for its suitability for the intended purpose before processing. The Buyer is solely responsible how it uses, applies and processes our supplied goods and to comply with all applicable laws and regulations for these purposes.
7.4 Unless we have otherwise agreed in writing in advance upon risk analysis case by case and subject to compliance with all applicable laws and regulations, the following restrictions or prohibitions on applications of our goods shall apply: the goods sold and/or delivered by us are not destined (i) for use in risk class III medical devices according to EU directive 93/42/EEC, (ii) for use in bodily implant applications for longer than 30 days (permanent implants) in any risk class, (iii) for use in medical devices that support or sustain human life, (iv) for use in production of weapons or other objects designed to taking human life or causing injury or (v) for use in constructing aircrafts, unless the supply was made to construct products that are solely applied or used for interior fittings in the cabin of the aircraft.
8. Complaints of defects / Buyer’s claims due to defects
8.1. The Buyer shall inspect the goods promptly after delivery and shall report any defects, false deliveries or deviations from quantity in writing promptly, but no later than one week of delivery. In case of part deliveries, this obligation on the part of the Buyer shall cover every part amount.
8.2. The Buyer shall report hidden defects promptly after the defect is detected but no later than twelve months after delivery.
8.3. Notification of a defect shall not entitle the Buyer to withhold due payments or refuse to accept further deliveries.
8.4. In case of timely and justified complaints of defects, the buyer's claims arising from the defects shall be restricted to the right to subsequent performance.
8.5. Subsequent performance shall be effected by remedy of the defect or by supply of non-defective replacement goods at our choice.
8.6. If subsequent performance on our part is unsuccessful, the Buyer shall have the option of reducing the purchase price or withdrawing from the contract. This shall not affect claims for damages under Clause 9.
8.7. The warranty period is one year from delivery of the goods, unless mandatory statutory provisions provide for a longer period of limitation.
8.8. We do not guarantee that the product is free from patents or other third party industrial property rights.
8.9. The Buyer shall not have any warranty rights for defects in case of goods that were sold contractually as NT goods, seconds, remnants, off-the-line items, recycled or similar.
9.1. The Buyer's contractual and non-contractual claims for damages arising from a slight negligent breach of an obligation by us, our senior executives or our other vicarious agents are excluded. This does not apply if an obligation was breached that is of material importance for achieving the purpose of the contract; however, our liability is limited to the foreseeable damage typical for the contract.
9.2. Only in cases of gross negligence or intent on our part or that of our senior executives we are liable for indirect damage or damage that was not foreseeable at the time the contract was concluded.
9.3. The above limitations shall not apply to cases of injuries to life, body or health. Mandatory statutory liability provisions are not affected.
10. Retention of title
10.1. We retain title to goods delivered (goods subject to retention of title) until full and complete payment of all our claims from these goods.
10.2. If retained goods are processed, we are deemed to be the manufacturer and acquire title to the new products that are created.
10.3 If retained goods are processed, combined or mixed with goods that are the property of a third party, we acquire joint title to the products that are created in this way in proportion of the invoice value of the reserved goods to the invoice value of the other materials. If the retained goods are processed, combined or mixed with a main material that is the Buyer's property, the Buyer hereby assigns his property rights in the new product to us.
10.4. The Buyer hereby assigns to us as security all claims incl. V.A.T. from the sale of goods that we own or own in part to the extent of our ownership share.
10.5 Any other assignment, including in the framework of a factoring transaction, shall not be permissible.
10.6. The Buyer is obliged to take the retained goods into safekeeping with the care of a diligent businessman and to insure them against standard storage risks. He hereby assigns his claims under the insurance policies to us.
10.7. As long as the Buyer duly complies with his obligation to us he is entitled to dispose of the retained goods in the ordinary course of business and to collect debts arising from the resale of the retained goods. However, the Buyer is not entitled to pledge the retained goods or the assigned claims to third parties or to assign them as security. The authority to resell shall not apply if the Buyer excludes the assignability of the claim from the resale with his buyer. The Buyer shall notify us of seizure by a third party of the retained goods or the assigned claims without delay after this becomes known.
10.8. If the Buyer is in default of payment, we shall have the right to demand surrender of the retained goods without setting a period of grace and without withdrawal from the contract. In addition, the Buyer shall provide us on first demand with all the necessary information and give us all documents on the inventory of the retained goods and the assigned claims and shall inform his buyers of the assignment of claims without delay.
10.9. If the value of the security exceeds our claim by more than 10% we shall release the excess security at our choice on request from the Buyer.
11.1. The place of performance for payment is Hamburg.
11.2. The exclusive place of jurisdiction is Hamburg. However, we are entitled to take legal action against the Buyer at his general venue.
11.3 The laws of the Federal Republic of Germany apply excluding the German rules regarding the conflict of laws and the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).