Our General Terms and Conditions form part of any contract concluded between us and a customer or supplier. We shall not be bound by the conditions of purchase of a customer or the conditions of sale of a supplier, even if we have not expressly objected to these. Incoterms shall also apply.
2.) Quotations, orders
Our quotations are subject to change with respect to prices, quantities, delivery periods and delivery options. Orders and verbal supplementary agreements require written confirmation from us.
With respect to price quotations and invoices for customers in Germany, prices are exclusive of VAT. If we reduce or increase our prices during the period between confirmation of the order and delivery, the price that applies on the day of delivery shall apply. In the event of a price increase, the purchaser is entitled to withdraw from the purchase contract.
Any increases in customs duties and other levies applicable to the goods occurring after conclusion of the sale, as well as freight charges, shall be borne by the purchaser. Any changes to currency parities occurring in the meantime shall also be borne by the purchaser.
We are entitled to make partial deliveries. Any partial deliveries shall be considered as separate transactions for invoicing and payment purposes. All agreed delivery dates are subject to our receiving timely and correct deliveries from our suppliers. Our suppliers are not agents employed by us to perform a contract. If the delivery date is agreed as “prompt”, the delivery period shall be 14 days not including the day on which the contract is concluded.
Armed conflict, operational disruptions, transport disruptions, fire damage, shortages of raw materials and labour, strikes, lock-outs, disruptions to dispatch, official decrees and other acts of God which impair or hinder production or dispatch shall exempt us from our obligation to deliver for the duration and scope of the disruption. If delivery has not been accomplished after a period of 2 months following the last contractually agreed delivery date, both parties shall be entitled to withdraw from the contract. The purchaser shall not be entitled to file claims for compensation unless we caused the delay in delivery through deliberate action or gross negligence.
5.) Dispatch / transfer of risk
Unless otherwise agreed, we select the packaging, type of delivery and delivery route with the obligatory discretion. Risk is transferred to the purchaser once the goods leave the storage location, even in cases where no transport charges are applied. In the event of delays to dispatch caused by the purchaser, risk shall be transferred to the purchaser as soon as we announce our readiness to deliver. If the purchaser requests a particular type of delivery and/or a particular delivery route, they must bear the additional costs as compared with the cheapest delivery option, even if we have committed to providing delivery without transport charges.
The word “approx.”, if stated before a quantity, entitles us to deliver up to 10% more or less. The weight according to the official weighing process is normally definitive.
Payment must be made in the currency agreed in the contract. A different currency will only be accepted by special agreement. If the purchaser falls into payment arrears, we shall be entitled to apply interest amounting to 5% above the basic interest rate in accordance with § 1 of the German Discount Rate Transition Act of 09.06.1998, but at least 8% per annum, unless the purchaser can prove a lower interest loss. We reserve the right to furnish evidence of further damage caused by delays in payment. Bills of exchange will only be accepted on account of payment, by previous express agreement. Discount and bill of exchange charges shall be borne by the purchaser. A delay in payment shall also cause all unpaid invoices between the parties and/or notes receivable of the seller to fall due. Should there be any doubt as to the purchaser’s ability to pay, we shall be entitled to demand securities or advance payments or to withdraw from the contract. If the purchaser fails to meet their payment obligations despite receiving a reminder, we reserve the right to suspend deliveries.
The purchaser is entitled to resort to offsetting only if their counterclaims are finally adjudicated, undisputed and acknowledged by us.
8.) Delay in acceptance
If there is a delay in acceptance on the part of the purchaser, the seller is entitled to withdraw from the contract after a period of 7 days has elapsed without success or to demand compensation for non-performance.
If we demand compensation, this shall amount to 15% of the selling price unless we can prove greater damage or the customer can prove lesser damage.
In order for the purchaser’s guarantee rights to be valid, they must properly perform their obligation to check delivered goods in accordance with §§ 377, 378 and notify us immediately in writing of any defects, no later than one week after receipt of the delivery. Defects which cannot be detected within this period despite careful inspection must be reported to us in writing within one week of their being discovered. In the event of a defect notification being justified, we shall be entitled to make a replacement delivery. If the replacement delivery is not successfully accomplished or if we do not deliver within a reasonable period after being asked to do so, the purchaser may demand a reduction in the purchase price or withdraw from the contract and demand compensation for additional costs incurred (transport and labour costs). The purchaser shall not be entitled to make any other claims, on any legal grounds, unless we have infringed material contractual obligations and/or the cause of damage is due to deliberate action or gross negligence. In such cases, our liability shall be limited to foreseeable damage typical for this type of contract.
10.) Retention of title
All goods delivered by us remain our property until such time as full payment has been made for all demands, including clearing/settlement of a current account balance. This retention extends to products which are stored for us by the purchaser which are the result of processing or altering reserved goods. By accepting our goods the purchaser relinquishes his demands to his customers resulting from the sale of the goods belonging to us, including all subsidiary rights, until such time as full payment is made for all our demands. So long as the purchaser is willing and able to perform his obligations to us in good time, he shall be entitled to hold our reserved property and demands in the normal course of business; extraordinary dispositions such as pledges, transfer of ownership as security or assignments are not permitted. The purchaser must inform us immediately of any access by third parties to goods and demands belonging to us.
11.) Application-based advice, patents
Our application-based advice, whether written or verbal, is non-binding – also with respect to any industrial property rights of third parties – and does not exempt the customer from carrying out his own inspection of the products delivered by us to check their suitability for the intended processes and purposes. The purchaser accepts all claims resulting from any infringement of the industrial property rights of third parties resulting from the import or use of goods supplied by us.
12.) Place of fulfilment and jurisdiction
The place of fulfilment and jurisdiction is Hamburg. Any disputes arising from purchase contracts shall be subject – where admissible – to German law; the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
13.) Severability clause
If any provision of these terms and conditions or a provision of any other agreement should be or become invalid, this shall not affect the validity of the other provisions or agreements. The invalid provision must be replaced with a permissible alternative which reflects as closely as possible the expressed intention of the original provision.