TERMS AND CONDITIONS

Terms and Conditions (status: 1.1.2021)

  1. Area of application
    1. All offers are subject to change.
    2. Should individual provisions of the GTC become invalid, this shall not affect the validity of the remaining provisions.
    3. We shall not be bound by the purchaser’s/supplier’s terms and conditions of purchase or any deviating terms and conditions or other agreements that we do not expressly recognize in writing, even if we do not expressly object to them.
  2. Terms of delivery and acceptance
    1. Delivery periods shall commence upon receipt of all documents required for the execution of the order. The delivery deadline shall be deemed to have been met upon notification of readiness for shipment if shipment is impossible through no fault of the supplier.
    2. If an agreed delivery deadline is not met due to the supplier’s own fault, the customer shall be entitled to demand compensation for delay or to withdraw from the contract after the expiry of a reasonable grace period, unless the supplier has acted with gross negligence or willful intent, to the exclusion of further claims, if the customer has indicated in writing that it will refuse performance when setting the grace period.
    3. Insignificant deviations from the order quantity and reasonable partial deliveries are permitted.
    4. Events of force majeure shall entitle the Supplier to postpone delivery for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract in whole or in part due to the part of the contract not yet fulfilled. Force majeure shall include strikes, lockouts or unforeseeable circumstances, e.g. operational disruptions, which make it impossible for the supplier to deliver on time despite reasonable efforts; the supplier must provide evidence of this. This shall also apply if the aforementioned impediments occur during a delay or at a subcontractor. The Purchaser may request the Supplier to declare within two weeks whether it wishes to withdraw from the contract or deliver within a reasonable period of grace. If he does not make a declaration, the customer can withdraw from the unfulfilled part of the contract.
  3. Transfer of risk, shipping, packing
    1. Unless otherwise agreed, the supplier shall select packaging and shipment at its best discretion.
    2. The risk shall pass to the customer when the goods leave the supplier’s works, even in the case of carriage paid delivery. In the event of delays in dispatch for which the customer is responsible, the risk shall already pass upon notification of readiness for dispatch.
  4. Reservation of ownership
    1. The deliveries shall remain the property of the Supplier until all claims to which the Supplier is entitled against the Purchaser have been paid. In the case of a current account, the reserved title to the deliveries (reserved goods) shall serve as security for the supplier’s balance invoice. The group companies belonging to the contractual partners and disclosed to them shall also be deemed to be suppliers or customers.
    2. Treatment and processing by the customer shall be carried out on behalf of the supplier to the exclusion of the acquisition of ownership in accordance with § 950 BGB. The latter shall remain the owner of the item thus created, which shall be used as reserved goods to secure the supplier’s claims in accordance with the provisions of the contract. para.1 serves.
    3. In the event of processing (combining/mixing) with other goods – not belonging to the Supplier – by the Purchaser, the provisions of Sections 947, 948 BGB shall apply with the result that the Supplier’s co-ownership of the new item shall now be reserved goods within the meaning of these Terms and Conditions.
    4. The purchaser is only permitted to resell the goods subject to retention of title in the ordinary course of business on condition that he also enters into a retention of title agreement with his customers in accordance with para. 1 to 3 agreed. The customer is not entitled to dispose of the reserved goods in any other way, in particular by pledging them or transferring them by way of security.
    5. In the event of resale, the Purchaser hereby assigns to the Supplier all claims arising from the resale and other claims against its customers with all ancillary rights until all claims of the Supplier have been satisfied. At the Supplier’s request, the Purchaser shall be obliged to provide the Supplier with all information and documents necessary to assert the Supplier’s rights against the Purchaser’s customers.
    6. If the reserved goods are processed by the customer in accordance with para. 2/ or 3/ or together with other goods not belonging to the supplier, the assignment of the purchase price claim pursuant to para. 5 only in the amount of the invoice value of the supplier’s reserved goods.
    7. If the value of the securities existing for the Supplier exceeds the Supplier’s total claims by more than 10%, the Supplier shall be obliged to release securities of the Supplier’s choice at the Purchaser’s request.
    8. The supplier must be notified immediately of any seizure or confiscation of the reserved goods by a third party. Any resulting intervention costs shall in any case be borne by the customer.
    9. If the supplier makes use of his retention of title in accordance with the above provisions by taking back the reserved goods, he shall be entitled to sell the goods on the open market or have them auctioned. The goods subject to retention of title shall be taken back at the proceeds realized, but at most at the agreed delivery prices. We reserve the right to assert further claims for damages, in particular for loss of profit.
    10. Taking back goods delivered under retention of title does not constitute withdrawal from the contract.
  5. Terms of payment
    1. Unless otherwise agreed in writing, our claims are due for payment immediately after invoicing without deduction. All payments shall be made in EUR exclusively to the Supplier to one of the Supplier’s bank accounts indicated on the invoices. If the agreed payment date is exceeded, interest in the amount of 5% above the respective EURIBOR interest rate shall be charged, subject to the assertion of further damages, unless the supplier provides evidence of higher debit interest.
    2. The customer may only offset or assert a right of retention if his claims are undisputed or have been legally established.
      Non-compliance with terms of payment or circumstances which are likely to reduce the creditworthiness of the customer shall result in all claims of the supplier becoming due immediately. In addition, the Supplier shall be entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after a reasonable period of grace or to demand compensation for non-performance, to prohibit the Purchaser from reselling the goods and to recover goods not yet paid for at the Purchaser’s expense.
    3. The supplier is entitled to offset its own claims against claims from deliveries by the customer.
  6. Liability for defects
    1. All information on the suitability, processing and application of our products, technical advice and other information is provided to the best of our knowledge, but does not exempt the purchaser from testing the products for their suitability for the intended purposes and processes.
    2. The supplier assumes no liability towards the purchaser for the properties of the products manufactured from the product/material.
    3. The buyer must inspect the delivered goods immediately upon receipt for defects in quality and intended use, if reasonable, including by means of a trial processing, otherwise the goods shall be deemed approved. Complaints will only be considered if they are made in writing within one week of receipt of the goods, enclosing supporting documents, including sample processing. In the case of hidden defects, the deadline shall be extended to one week after discovery, but no longer than 3 months after receipt of the goods.
    4. In the event of a justified notice of defects, the supplier shall be obliged to rectify the defect or supply a replacement free of charge at its discretion. If he does not fulfill these obligations within a reasonable period of time, the customer is entitled to declare a reduction in price, rescission or withdrawal from the contract. Further claims are excluded to the extent permitted by law
    5. For the delivery of goods, any liability for consequential damages is excluded and as the only consequence of a recognized complaint, the goods that have not yet been processed and mixed will be taken back exclusively in the packaging originally supplied by us at our expense.
    6. Unauthorized reworking and improper handling will result in the loss of all claims for defects.
    7. Liability for defects that occur after mixing with other materials is excluded.
    8. We accept no liability for improper use of the materials supplied by us.
  7. Legal venue
    1. The place of performance shall be the place of the supplying plant.
    2. The place of jurisdiction shall be, at the Supplier’s discretion, the Supplier’s registered office or the registered office of the Purchaser, also for proceedings relating to documents, bills of exchange and checks.
    3. German law shall apply exclusively. The application of the uniform laws of July 17, 1973 on the international sale of movable goods (BGB1.IS. 856) and on the exclusion of international sales contracts for movable goods (BGB1.IS.868) is excluded.
  8. Scope of application
    1. The above conditions only apply to merchants if the contract is part of their commercial business, legal entities under public law or a special fund under public law.