General Business Terms
General: All sales of our goods, present and future are subject exclusively to the following sales conditions even in an individual case we have not objected to inconsistent purchase conditions of the buyer which conditions are herewith totally rejected. At the latest by acceptance of our goods, the sales conditions are deemed accepted by the buyer wihout reservation even in case of his prior objection to them. Modifications of the sales conditions are valid only if expressly confirmed by us in advance and in writing and with reference to each individual contract.
Offers: All offers are made without binding effect. The quantity of the goods actually delivered may differ from the quantity stipulated in the contract by plus/minus 10 percent.
Shipment and delivery: The date stated on the Bill of Lading shall be deemed the actual date of shipment. Partshipment and change of carrier are permitted. We cannot be held responsible for delayed shipment, especially if the buyer fails to give timely instructions necessary for the execution of the contract or if he fails to comply with the agreed terms of payment or if the time of departure of the vessel prescribed by contract is delayed beyond the specified date or if the necessary decuments cannot be obtained in time.
The dates quoted for delivery in our contract forms regularly indicate the anticipated delivery time which will try to meet. Where, in addition, a definite time for delivery has been expressly fixed in writing and is not met, the buyer may state to us in writing a reasonable extra time within we are able to perform our part. If we failed to perform our duty to deliver before the expiration of such period, the buyer may rescind the contract.
If the buyer refuses to accept the delivery after reasonable extra time, we are, without prejudice to our other claims, entitled to demand a lump sum amounting to up to 15 percent of the purchase price to compensate us for our costs whereby proof of damage is not required. Such amount will be taken into account when the actual damages are ascertained.
Insurance: Where a contract was conclued on a c.i.f. basis we will cover the f.p.a. insurance for 110 percent of the c.& f. value. War and other risks are only covered at the special request of the buyer and at his expense. Any unforeseen increase, subsequent to the conclusion of the contract, in freight and insurance rates shall be for the account of the buyer.
Reservation of Title: All goods supplied shall remain our property until the purchase price and all outstanding or further claims arising out of the business relationship with the buyer have been paid in full.
The buyer has the right to sell the goods purchased under Resevation of Title in the regular course of business on condition that he meets his contractual obligations towards us. Otherwise we can avail ourselves of the right to immediately claim the return of the goods purchased under Reservation of Title buyer in so far having no right of possesion. We have then the right, irrespective of the buyer's obligation to pay, to dispose of the goods so recovered and to credit the buyer with any surplus.
At the same time as buying the goods under Reservation of Title, the buyer assigns to us all claims against his customers resulting from the resale including all ancillary rights. He is authorised to collect these claims so assigned to us subject to our right of revocation. Upon being requested by us, he shall notify us of the amount of his claims as well as the names of the debtors.
When goods purchased under Reservation of Title are processed, we are deemed to be the manufacturers of them and we shall aquire title to the new goods without the buyer having any claims resulting from this transfer of title. If the goods are processed together with other materials, we shall aquire joint title to the produced goods in the proportion the invoice value of the goods under Reservation of Title bears to such value of the other materials. If, after blending, mixing or combining with other goods, such other goods will be deemed to be the principal thing, we shall aquire joint title to this thing rateably to the invoice value of the goods purchased under Reservation of Title.
If the value of the securities transferred to us exceeds our total claims against the buyer by more than 20 percent, we are prepared upon request by the buyer at any time to release the securities to the buyer, the selection being at our discretion.
Force majeure: In the case delivery of the goods or a part thereof should be delayed or prevented by restrictions of importation or exportation or other restrictions imposed by government, war, blockade, revolution, strike, lock-out, riots, lack or abnormal price increase of raw materials or transport facilities, distruction of the goods or other causes beyond our control, we shall be free from our obligation to deliver for the duration of such hindrance and a reasonable re-starting period. If it cannot be foreseen that the hindrance will be removed within a reasonable time, we have the right to rescind the contract wholly or in part. Claims for damages of the buyer are excluded.
Self-supply: The execution of the contract is subject to us being supplied in time.
Liability under Warranties: Claims for recognizable defects, wrong deliveries or substantial differences in quality have to be notified to us immediately in writing, at the latest within 10 days after the buyer can dispose of the goods. Hidden defects of the goods have to be notified immediately upon discovery, at the latest within 6 months after receipt. If the buyer does not notify any defect within this period, the goods are deemed to be approved.
If the goods are defective and the notification is given in time, the buyer has the right, at our discretion, to either repair of the goods free of charge or replacement, subject to the return to us of the defective goods. If repair or replacement fails to remedy the deficiency within a reasonable time, the buyer may claim a reduction of the purchase price, or, as a last resort, rescind the contract. If the buyer carries on a business, the choice will be at our discretion.
Payment: If time for payment is exceeded we have the right to claim interest of at least 5 percent above the discount rate charged by the Bundesbank.
If the buyer is out of the time with payment or if there are justified doubts as to the creditworthiness of the buyer, we are entitled to demand from him immediate payment of all our claims and/or ask for securities even before any delivery is made and/or stop outstanding deliveries on this or other contracts and/or to rescind existing contracts.
The buyer has a right of set off only in respect of non contested claims or claims confirmed by a non reversible judgement. He may withold performance only with regard to claims resulting from the same contract.
Price Change: If during the life of this contract taxes, custom duties or price control orders are imposed in respect of the goods or if other ancillary costs such as taxes and custom duties which are already included in the purchase price are increased by fluctuation of the exchange of the exchange rate or similar reasons, we have the right to increase the purchase price accordingly.
Damages: All claims for damages of the buyer which, for whatever reason, may arise directly or indirectly in connection with the order, the delivery or the usage of our goods, are basically excluded, unless we have caused such damages through gross negligence or intentionally.
Place of Performance and Jurisdiction: The place of performance for our deliveries will be the respective place of dispatch. Place of performance for all obligations of the buyer will be Düsseldorf.
The place of venue shall be Düsseldorf for both parties, as far as this is legally possible, or, at our discretion, the place where the buyer resides.
German law shall apply exclusively and the Uniform Laws on the International Sale of Goods are excluded. In addition, the Incoterms shall apply.
Final Clause: The fact that individual clauses are not legally effective does not prevent the operation of the remainder of these sales conditions.
We give herewith notice that we are processing commercial data of the buyer as defined by the Federal Law on Protection of Data.
Note: In case of discrepancy, the German original of these sales conditions shall prevail.
Offers: All offers are made without binding effect. The quantity of the goods actually delivered may differ from the quantity stipulated in the contract by plus/minus 10 percent.
Shipment and delivery: The date stated on the Bill of Lading shall be deemed the actual date of shipment. Partshipment and change of carrier are permitted. We cannot be held responsible for delayed shipment, especially if the buyer fails to give timely instructions necessary for the execution of the contract or if he fails to comply with the agreed terms of payment or if the time of departure of the vessel prescribed by contract is delayed beyond the specified date or if the necessary decuments cannot be obtained in time.
The dates quoted for delivery in our contract forms regularly indicate the anticipated delivery time which will try to meet. Where, in addition, a definite time for delivery has been expressly fixed in writing and is not met, the buyer may state to us in writing a reasonable extra time within we are able to perform our part. If we failed to perform our duty to deliver before the expiration of such period, the buyer may rescind the contract.
If the buyer refuses to accept the delivery after reasonable extra time, we are, without prejudice to our other claims, entitled to demand a lump sum amounting to up to 15 percent of the purchase price to compensate us for our costs whereby proof of damage is not required. Such amount will be taken into account when the actual damages are ascertained.
Insurance: Where a contract was conclued on a c.i.f. basis we will cover the f.p.a. insurance for 110 percent of the c.& f. value. War and other risks are only covered at the special request of the buyer and at his expense. Any unforeseen increase, subsequent to the conclusion of the contract, in freight and insurance rates shall be for the account of the buyer.
Reservation of Title: All goods supplied shall remain our property until the purchase price and all outstanding or further claims arising out of the business relationship with the buyer have been paid in full.
The buyer has the right to sell the goods purchased under Resevation of Title in the regular course of business on condition that he meets his contractual obligations towards us. Otherwise we can avail ourselves of the right to immediately claim the return of the goods purchased under Reservation of Title buyer in so far having no right of possesion. We have then the right, irrespective of the buyer's obligation to pay, to dispose of the goods so recovered and to credit the buyer with any surplus.
At the same time as buying the goods under Reservation of Title, the buyer assigns to us all claims against his customers resulting from the resale including all ancillary rights. He is authorised to collect these claims so assigned to us subject to our right of revocation. Upon being requested by us, he shall notify us of the amount of his claims as well as the names of the debtors.
When goods purchased under Reservation of Title are processed, we are deemed to be the manufacturers of them and we shall aquire title to the new goods without the buyer having any claims resulting from this transfer of title. If the goods are processed together with other materials, we shall aquire joint title to the produced goods in the proportion the invoice value of the goods under Reservation of Title bears to such value of the other materials. If, after blending, mixing or combining with other goods, such other goods will be deemed to be the principal thing, we shall aquire joint title to this thing rateably to the invoice value of the goods purchased under Reservation of Title.
If the value of the securities transferred to us exceeds our total claims against the buyer by more than 20 percent, we are prepared upon request by the buyer at any time to release the securities to the buyer, the selection being at our discretion.
Force majeure: In the case delivery of the goods or a part thereof should be delayed or prevented by restrictions of importation or exportation or other restrictions imposed by government, war, blockade, revolution, strike, lock-out, riots, lack or abnormal price increase of raw materials or transport facilities, distruction of the goods or other causes beyond our control, we shall be free from our obligation to deliver for the duration of such hindrance and a reasonable re-starting period. If it cannot be foreseen that the hindrance will be removed within a reasonable time, we have the right to rescind the contract wholly or in part. Claims for damages of the buyer are excluded.
Self-supply: The execution of the contract is subject to us being supplied in time.
Liability under Warranties: Claims for recognizable defects, wrong deliveries or substantial differences in quality have to be notified to us immediately in writing, at the latest within 10 days after the buyer can dispose of the goods. Hidden defects of the goods have to be notified immediately upon discovery, at the latest within 6 months after receipt. If the buyer does not notify any defect within this period, the goods are deemed to be approved.
If the goods are defective and the notification is given in time, the buyer has the right, at our discretion, to either repair of the goods free of charge or replacement, subject to the return to us of the defective goods. If repair or replacement fails to remedy the deficiency within a reasonable time, the buyer may claim a reduction of the purchase price, or, as a last resort, rescind the contract. If the buyer carries on a business, the choice will be at our discretion.
Payment: If time for payment is exceeded we have the right to claim interest of at least 5 percent above the discount rate charged by the Bundesbank.
If the buyer is out of the time with payment or if there are justified doubts as to the creditworthiness of the buyer, we are entitled to demand from him immediate payment of all our claims and/or ask for securities even before any delivery is made and/or stop outstanding deliveries on this or other contracts and/or to rescind existing contracts.
The buyer has a right of set off only in respect of non contested claims or claims confirmed by a non reversible judgement. He may withold performance only with regard to claims resulting from the same contract.
Price Change: If during the life of this contract taxes, custom duties or price control orders are imposed in respect of the goods or if other ancillary costs such as taxes and custom duties which are already included in the purchase price are increased by fluctuation of the exchange of the exchange rate or similar reasons, we have the right to increase the purchase price accordingly.
Damages: All claims for damages of the buyer which, for whatever reason, may arise directly or indirectly in connection with the order, the delivery or the usage of our goods, are basically excluded, unless we have caused such damages through gross negligence or intentionally.
Place of Performance and Jurisdiction: The place of performance for our deliveries will be the respective place of dispatch. Place of performance for all obligations of the buyer will be Düsseldorf.
The place of venue shall be Düsseldorf for both parties, as far as this is legally possible, or, at our discretion, the place where the buyer resides.
German law shall apply exclusively and the Uniform Laws on the International Sale of Goods are excluded. In addition, the Incoterms shall apply.
Final Clause: The fact that individual clauses are not legally effective does not prevent the operation of the remainder of these sales conditions.
We give herewith notice that we are processing commercial data of the buyer as defined by the Federal Law on Protection of Data.
Note: In case of discrepancy, the German original of these sales conditions shall prevail.
