Condizioni generali di contratto

§ 1 General: On placing an order, our Terms & Conditions of Sale and Delivery apply exclusively; they are also applicable to all future business relations even if we do not expressly refer to these Terms & Conditions in the future. Terms & Conditions of Purchase and other General Terms & Conditions of Business (T&Cs) of the buyer which deviate from our Terms & Conditions of Sale and Delivery are not a component of the contract in any circumstances unless we have expressly agreed them in writing. Our Terms & Conditions are also applicable if we become aware of provisions of the customer's T&Cs which conflict or deviate from our Terms & Conditions and carry out the delivery to the buyer without reservation.

§ 2 Offer and contract conclusion: Our offers are without obligation and subject to confirmation. Orders, price agreements and all other ancillary agreements are only binding for us upon written confirmation or invoice issue. The general use of a new price list invalidates all previous price lists and offers. We are entitled to alter order quantities to correspond with the packaging units stated in our respective current lists. Special arrangements made with our sales staff are only binding when confirmed by us in writing in their entirety.

§ 3 Delivery and delivery time: The scope of the duty is shown in our written order conformation. The stated delivery dates will be adhered to by us as far as possible, however, they are unbinding vis-à-vis the buyer unless they were expressly confirmed by us in writing.

Delivery periods begin on dispatch of the order confirmation, however, not before the receipt of any agreed upon advance payment. The delivery date is complied with if the object of purchase has left our distributing warehouse or we have notified self-collecting customers that the items are ready to be collected before the expiry of the delivery period. The delivery period is reasonably extended, even in cases of our own default, for measures within the framework of industrial action, in particular strikes and lockouts as well as in the event of unforeseen obstacles which are outside our sphere of influence insofar as such obstacles are of considerable influence on the completion or delivery of the object of purchase.

If we are unable to adhere to binding delivery dates for reasons for which we are not responsible (unavailability of service) we will inform the buyer of this and of the estimated new delivery date immediately. If the service is not possible in whole or in part within the new delivery period we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already provided by the buyer.

Unavailability of service in this sense constitutes in particular the non timely deliveries to ourselves from our suppliers if we have a congruent supply arrangement with them. Our statutory rights of withdrawal and termination and the statutory provisions regarding the completion of the contract on exclusion of the performance obligation (e.g. impossibility or unreasonableness of performance) is hereby unaffected. The buyer's rights of withdrawal and termination are also hereby unaffected.

Details regarding, weight, defects, dimensions and quantities are only approximate unless otherwise agreed in writing. Deviations to this are permissible in accordance with current trade practice and do not entitle the buyer to assert warranty claims.

§ 4 Transfer of risk and acceptance: Risk transfers to the buyer at the latest on dispatch of the object of purchase and also even if partial deliveries are made or we have assumed additional obligations e.g. dispatch costs or transportation. We will insure the shipment against theft, breakage, transport, fire and water damage as well as other insurable risks at the request of the buyer and at the buyer's expense.

If the shipment is delayed for circumstances for which the buyer is responsible, risk is passed to the buyer from the day the shipment is ready to be dispatched. In this case we are entitled to demand storage charges from the buyer in the amount of 3% of the invoice amount for every month commenced although this is to start one month after notification that the items are ready to be collected. The items to be delivered are to be accepted by the buyer without prejudice to any warranty rights, even if they have minor defects. Part deliveries are permitted.

§ 5 Price and payment: All prices are quoted ex our warehouse. Deliveries will be effected Ex Works unless otherwise agreed upon. The minimum order value is Euro 1000.00 net of delivery. If the order is less than the minimum order value an order value surcharge of 50.00 Euro will be applied. With partial deliveries we are entitled to proportionately invoice the value of the delivered items according to the ratio of the value to the total order even if this is not separately agreed.
Unless otherwise agreed upon, the invoice amount is due for payment before delivery. Payments are to be made free of costs. Money orders, cheques and bills of exchange will only be accepted by special arrangement and only as conditional payment and all collection and discount charges shall be added to the invoice.

We are entitled to demand cash on delivery or advance payment for unknown buyers. We also reserve the right to demand cash on delivery or advance payment if we become aware of economic changes on the part of the buyer.

§ 6 Defaulting on payment: If the buyer defaults on payment or if there is a partial payment agreement and the buyer defaults on two consecutive instalments we may charge default interest amounting to 8% per annum above the base rate without prejudice to further rights. If partial payments are agreed upon, the entire remaining debt becomes immediately payable if the buyer defaults on an instalment by 14 days, if the buyer suspends payments or if judicial insolvency proceedings are instituted on the buyer's assets or declined due to lack of funds to cover the costs of the proceedings or if the buyer requests such proceedings regardless of the maturity of any bills of exchange.

§ 7 Offsetting and retention rights: The buyer may only offset our claims if counterclaim is uncontested by us or legally enforceable. The buyer may only assert their retention rights regarding claims arising out of the contract of purchase.

§ 8 Retention of title: We will retain title to the object of purchase until complete payment has been made including all claims originating in the future arising from this business relationship. So long as we retain title to the object of purchase the buyer has to insure the object of purchase against damage and devaluation and against the risk of fire, theft, transport and water damage. The buyer assigns their rights arising out of the insurance contracts to us and we accept this assignment. The buyer is liable vis-à-vis us for any type of devaluation suffered by the object of purchase. The retention of title also extends to the full value of the products arising from the processing, amalgamation or mixing of our goods and we shall be deemed the manufacturer. If processing, amalgamation or mixing occurs with goods over which a third party has retained title we will acquire co-ownership rights in the processed goods proportional to the invoice value.

Claims vis-à-vis third parties arising out of the further sale are assigned to us as security by the buyer in whole or in the amount of our co-ownership share if applicable and we accept this assignment. The buyer is authorised to collect such debts in order to settle his debts due to us until this is revoked or is no longer applicable. The buyer is only is only permitted to assign these claims to the extent that this is obligatory as per § 354 a of the German Commercial Code (HGB). We are obligated to refrain from collecting the debt as long as the buyer complies with their obligations vis-à-vis us, does not default on payment, no applications to open insolvency proceedings over the buyer's assets are submitted and there is no other evidence that they are unable to pay. It is, however, the case, that we may demand that the buyer shall inform us of assigned claims and debtors thereof, provide the information necessary for collection, hand over related documentation to us and give the debtors (third party) notice of the assignment.

We will charge a processing fee of 15% of the invoice value if the goods are reclaimed. If we exercise our retention rights according to the above provisions the buyer will then immediately and irrevocably permit us to remove the items and grant us access to the place where the items are being held. The exercise of our retention rights does not imply withdrawal from the contract. The buyer is to immediately inform us in writing of third party interventions and claims regarding the items belonging to us. The goods, or if applicable, the claims in lieu of the goods may not be pledged by way of security to third parties, transferred by way of security or assigned until our claims have been paid in full. If the value of the securities exceeds the value of our claims by more than 20% we will, at the buyer's request, release securities of our choosing.

§ 9 Guarantee: The basis of our liability for defects is the agreed upon quality of the goods. If the quality is not agreed upon the statutory provisions shall decide whether a defect is present. We, however, undertake no liability for public statements made by the manufacturer or other third parties (e.g. advertising messages).
The assertion of warranty claims assumes that the buyer has complied with their statutory inspection obligations and obligation to give notice of defects. Obvious defects are to be reported by the buyer within two weeks of delivery. Our liability for unreported defects is excluded if this time period is not adhered to.

If the goods are defective we may comply with our supplementary performance obligations through replacement or subsequent delivery at our discretion. We are entitled to make the supplementary performance conditional upon the buyer paying the purchase price when due. The buyer is, however, entitled to retain an reasonable part of the purchase price proportional to the defect. If we opt for subsequent delivery the buyer is to return the defective items at our request.

If supplementary performance fails, the buyer may withdraw from the contract of purchase or reduce the purchase price. There is no right of withdrawal in relation to insignificant defects. The buyer is only entitled to damages in accordance with the stipulations in § 10.

§ 10 Damages: We are not liable for damages caused by the simple negligence of our legal representatives or vicarious agents. This applies without consideration of the legal nature of the asserted claim. This limitation of liability does not, however, apply to damages resulting from injury to life, body or health and to damages arising from the infringement of fundamental contractual duties.

§ 11 Place of performance and court of jurisdiction: The place of performance and the court of jurisdiction is Brühl, insofar as this does not contravene mandatory statutory provisions. We are, however, also entitled to commence legal proceedings in the court of jurisdiction at the place of the customer's registered office.

§ 12 Applicable law: The law of the Federal Republic of Germany applies excluding the UN Convention on the International Sale of Goods.