Terms and conditions
I. Scope of Applicability
Our offers, deliveries and services are exclusively subject to these General Terms and Conditions. These shall therefore also apply to all future business relationships, even if this is not expressly agreed separately. Affirmation to the contrary by the Purchaser with reference to its own general terms and con ditions or terms and conditions of purchase is hereby rejected. Any deviations from these General Terms and Conditions or oral agreements shall only be effective if confirmed by us in writing.
II. Offer and Delivery
Our offers are always non-binding. We reserve the right to make small deviations, in particular technically necessary amendments and price increases required for business reasons. Such deviations from the offer shall be deemed approved and shall not affect fulfilment of the Agreement if the deviation is not considered unreasonable for the Purchaser. At all times we are entitled to carry out partial deliveries and partial service provision. Partial deliveries shall count as independent deliveries. Orders and agreements shall only become binding if confirmed by us in writing. Shipment and issuance of an invoice shall be equivalent to written confirmation. Written confirmation shall count as a commercial letter of confirmation. Our indicated delivery times only represent rough points of reference and are not binding for us unless a fixed date has been agreed. Otherwise, in the event of failure to adhere to the delivery deadline, our customer shall only have a right to withdraw from the Agreement if we have intentionally delayed the delivery period or if more than three months have passed since the agreed delivery period. Any additional claims of the Purchaser, in particular any type of claim for damages, are excluded. An agreed fixed date shall be adhered to if, at the end of the period, the delivery item has left the warehouse or the customer has been informed of its readiness for dispatch. In the case of forward deals, a claim for damages shall only exist in the event of expiry of the deadline if caused by us through intent or gross negligence. Otherwise, our customer shall not be entitled to demand compensation from us for damage caused by delay or non-fulfilment.
Delivery agreements must be made in writing and shall always be subject to our being supplied on time. Default in delivery sh all never occur in the event of force majeure, riots, disruptions of operations, strike etc.
III. Dispatc h and Transfer of Risk
When dispatching the goods, all risks shall transfer to the customer when the goods are delivered to the carrier, freight forwarder or any other person appointed to carry out the shipment. This shall also apply in the case of carriage paid delivery. If the goods are ready for dispatch and shipment or acceptance are delayed for reasons for which we are not responsible, the risk shall transfer to our customer upon receipt of the notice of readiness for dispatch. This shall also ap ply in the case of carriage paid delivery. Upon arrival of the shipment, our customer must immediately inspect it for transport damage and in particular is to ensure that the shipment was received unopened and in its original packaging. Our customer is to immediately indicate any damage or losses directly to the carrier, freight forwarder or other person appointed to carry out the shipment in writing and – insofar as possible – have the damage or losses confirmed. Our customer is to immediately inform us of this. Goods are dispatched under our applicable delivery conditions.
IV. Prices, Payment, Default
Our invoices are to be paid in full within 30 days of the invoice date. Upon receipt of payment within 14 days of the invoice date, we shall provide a 2% discount provided that no older invoices remain open. If the deadline for payment is missed, the customer shall be in default of payment with no further reminders. In this event, all other outstanding sums shall immediately become payable. We shall then charge default interest at a rate of 3% above the applicable bank rate and €5 processing costs for a second and any additional reminders. We are entitled to assign payments by the customer to the customer’s oldest debt; first to the costs, then to the interest and finally to the main outstanding sum. A payment shall only be deemed completed if we can dispose of the amount or, in the case of a cheque or bill, upon encashment or discharge thereof. We are not obliged to accept bills. However, if we do accept bills regardless, acceptance shall be subject to the bill’s discountability. The discount and collection fees shall be borne by our customer and shall be payable immediately. If our customer fails to meet its payment obligations, we shall be immediately entitled to halt delivery or further delivery and withdraw from all agreements. In this case we shall be entitled to make the full remaining outstanding sum of all money owed to us payable, including from other deliveries, irrespective of any time for payment allowed. If further delivery should take place, we shall be entitled to demand advance payments or securities.
Our customer shall only have a right to set-off, retention or a reduction in price, even if notices of defects have been filed or counter -claims have been brought, if we expressly agree in writing or if the claims brought have been established by a final judgement.
V. Retention of Title, Resale and Further Processing
Until full payment of all outstanding sums, the delivered goods shall remain our property. We shal l deliver our goods subject to extended retention of title. Until full payment or encashment/discharge of the corresponding cheque/bill, the goods may not be pledged or assigned as securities without our consent. Our customer shall only be entitled to sell the goods subject to retention of title on the condition that the full purchase price from the resale is transferred to us. The outstanding sum from the resale of the goods subject to retention of title shall be assigned to us now. We hereby accept this assignment.
Our customer is entitled to resell the goods subject to retention of title as a standard business transaction. Resale to resellers and transfer to premises other than those designated in the delivery address for the purpose of sale requires our express consent. If our customer should breach this condition, we shall be entitled to demand compensation and halt further delivery.
Our customers are not permitted to process our products further. Further processing is expressly forbidden and leads to liability for damages.
VI. Notices of Defects
When complaining, our customer is not entitled to refuse acceptance of the goods or the agreed payment unless acceptance would be unreasonable due to the condition of the goods. Complaints shall only then be considered if the customer has indicated apparent defects to us in writing within two weeks. This condition is essential, especially with partial deliveries, in order that further damage can be avoided. Otherwise, the statutory regulations shall apply and, in the case of businesspeople, examination and visual inspection obligations pursuant to Sections 377 and 378 of the German commercial code (HGB).
Defects in one part of the delivery shall not entitle the customer to file a complaint about the overall delivery.
The values provided by us shall be definitive for the quality of the goods delivered to us and the samples submitted by us fo r examination and approval shall be definitive for execution. We reserve the right to make negligible deviations in the quality and delivery of the goods, which shall not represent defects. If the complaint is reasonable, we shall remedy the defect by choosing to repair the goods, carry out replacement delivery or provide a credit note. Claims for rescission of the purchase or a reduction of the purchase price are excluded. Likewise, claims for damages are excluded, regardless of legal grounds. This shall also apply to consequential damage, in particular damage to persons and property and disruptions of operations. We assume no liability for our advice. It does not release our customer from its personal obligation to carry out inspections. A condition of the guarantee is that, if we choose, the defective delivery can be viewed and examined at the premises of our customer either by us or by a third party authorised by us, or returned at our request. Returning a delivery or parts thereof to us shall take place carriage paid, regardless of the grounds for its return. The customer shall bear the risk of conveyance.
VII. Data Protection
Our customer agrees that its personal data and other pertinent data from this business relationship shall be stored by us to be used in our business operations. We assure the customer that we shall not transmit the stored data to third parties. If the customer does not consent to the storage of its data, we shall delete the data upon request.
VIII. Final Provisions
The place of fulfilment shall be the location of our corporate headquarters in Essen in Oldenburg. The place of jurisdiction in the event of disputes with our customers which are merchants registered in the commercial register, corporate bodies under public law or special funds under public law shall be the local court of Cloppenburg and regional court of Oldenburg, which are competent for our corporate headquarters. However, we reserve the right to file a suit at the corporate headquarters or p lace of residence of our customer. Insofar as goods are delivered abroad, inspection and acceptance are to take place on our premises; otherwise, the goods shall be deemed delivered under the Agreement, excluding all objections.
The legal relationships between us and our customer shall be exclusively subject to the law of the Federal Republic of Germany, excluding any other national laws. The applicability of the uniform international sale of goods law is excluded. The rights of our customer arising from an agreement with us shall not be transferable without our consent. If any individual provisions of these General Terms and Conditions should be or become ineffective, this shall not affect the effectiveness of the remaining provisions. The statutory regulations shall apply in lieu of any ineffective provisions in our General Terms and Conditions. With reference to the German data protection act, our customer declares its agreement to the processing of its data insofar as necessary for the purpose of this Agreement or for our business.