General Terms & Conditions
1. General Basics
These terms and conditions apply for all contracts if the contracting parties have not agreed on anything different in writing in detail. Other business or delivery conditions shall not become part of the contract, not even if they are printed on documents of the other party and the seller/purchaser has not expressly objected to their legal validity.
2. Content of Contracts
All of our offers are subject to confirmation. They only become binding by our written confirmation. Modifications, amendments and contract-specifying or contract-terminating statements shall require written form.
3. Prices and Payment Conditions
The prices agreed on in the contract shall be essential. The invoices shall be payable within the agreed payment period. If the payment objective is not reached within the period, interest at the respective discount rate of the German Federal Bank plus 3% shall be incurred for the purchasing price. The purchaser shall only have the right to set off against undisputed or legally valid demands. If we notice that the purchaser is in danger of being unable to pay the purchasing price, or if he enters payment default, our claims against him shall become due immediately. In such case, we shall have the right to retention of the goods still to be delivered or to take back goods already delivered. We shall also have the right to forbid processing of the goods delivered.
4. Retention of Title
We shall retain title in the delivered goods until complete payment of all claims. When the goods delivered by us are processed or converted by the customer, we shall gain joint title in the new object without entering any commitment. When our goods are processed, mixed or blended with other goods of the purchaser, we shall procure joint title in the object at the ratio of the goods subject to retention of title to the other goods. Further sale of the goods subject to retention of title by the purchaser shall end by revocation by the seller if the asset situation of the purchaser deteriorates sustainably and essentially, and at the latest when the purchaser ceases payment of the amounts due to us or if an insolvency or settlement procedure is initiated. If goods subject to retention of title or goods that we hold joint tile in are sold, the claim arising from this is hereby assigned to us. The purchaser shall be authorised to collect the assigned claim while he meets his payment obligations. This right shall expire at revocation and at the latest at payment default of the purchaser or considerable deterioration of the purchaser’s asset situation. Distraint of goods subject to retention of title shall not be permissible. The purchaser shall inform the seller immediately of any distraint. The purchaser must inform third parties of our title. The purchaser must keep the goods subject to retention of title separately and insure them, e.g. against fire, water, theft at the common scope.
5. Delivery Conditions
The delivery periods named by us shall only apply if the purchaser meets his obligations. If we or any of our upstream suppliers are unable to meet our obligations due to the occurrence of unforeseen events like force majeure, war, unrest, forces of nature, accidents or other operational interferences not due to our fault, the delivery obligation shall lapse for the duration of this impairment. This shall also apply if we have entered default at this time. If the delivery of goods is rendered impossible or unreasonable due to such conditions, we shall have the right to rescission of the contract. The purchaser shall have the same right if acceptance of the goods is unreasonable for him due to the delay. If the purchaser is in default, the seller shall set an appropriate grace period for him. If delivery has not been made in full after the end of this period, the purchaser may choose rescission of the contract for the goods not delivered yet. Apart from this, the purchaser shall only be liable for wilful intent and gross negligence, also regarding his servants.
After receipt of the goods at the destination, they must be examined for any defects at once by the purchaser. This obligation shall also apply for shipments of samples. The purchaser shall indicate the defect to us in writing without delay, and no later than 14 days after receipt of the goods at the destination. The purchaser shall provide us with opportunity to take notice of the defect, and shall return a sample of the defective goods to us if required. If any defects are discovered, we shall have the right to take back the defective goods and to replace them, or to improve them instead. Further claims, such as damages claims, shall be excluded.
7. Place of Jurisdiction / Applicable Law
Jurisdiction for the purchaser’s obligations shall be Berlin. We shall also have the right to raise a claim against the purchaser at its general place of business. The law of the Federal Republic of Germany shall apply.
8. Place of Jurisdiction / Applicable Law
Place of performance for the purchaser’s payment obligations shall be the seller’s registered seat.
9. Final Provisions
If any provision of these terms and conditions is or becomes invalid, the remaining provisions shall not be affected.