General Terms and Conditions
1. General and scope
(1) The following conditions apply to all of our business relationships with our customers (hereinafter: “Buyer”). The conditions of sale only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code.
(2) The conditions of sale apply in particular to contracts for the sale and delivery of movable objects (hereinafter also: goods), regardless of whether the seller manufactures the goods himself or buys them from suppliers. The respective version of the terms and conditions of sale also apply as a framework agreement for future contracts for the sale and delivery of movable objects with the same buyer, without us having to refer to them again in each case.
(3) Our terms of sale apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This approval requirement applies in any case, for example even if we carry out the delivery to the buyer without reservation with knowledge of the general terms and conditions of the buyer.
(4) A written contract or our written confirmation is decisive for deviating agreements. Legally relevant declarations and notifications that are to be submitted to us by the buyer after the conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) must be in text form in order to be effective.
2. Offers, conclusion of contract
(1) Our offers are non-binding. Orders of the buyer only become binding for us through our written or printed confirmation or delivery.
3. Delivery and delay in delivery
(1) Our delivery obligation is subject to correct and timely delivery to us.
(2) We are entitled to make partial deliveries.
(3) Short or excessive deliveries of up to 10% of the contractually agreed quantity are permitted.
(4) If “prompt” has been agreed as the delivery date, the delivery period is 14 calendar days.
(5) In the event of a delay in delivery, the buyer has to set us a reasonable grace period of at least two weeks.
(6) The risk is transferred to the buyer as soon as the goods have been handed over to the transport company, or when the goods are picked up by the buyer when the goods are made available. This also applies if we bear the transport costs.
(7) Unless expressly agreed otherwise, the buyer must accept goods on call within 10 weeks from the conclusion of the contract. If the buyer does not call off the goods in due time, a further grace period of 2 weeks set in writing is in default of acceptance.
(8) If the buyer is in default of acceptance or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).
(9) Wars, pandemics, strikes, lockouts, raw materials or energy shortages, operational or traffic disruptions, orders from high authorities and all other cases of force majeure that prevent, delay or make the production or shipment of the goods uneconomical release us from the obligation to deliver for the duration and to the extent of the disruption. If the disruption exceeds the duration of two months, both sides are entitled to withdraw. In the event of partial or total loss of our sources of supply, we are not obliged to purchase from other sub-suppliers.
4. Prices and terms of payment
(1) Unless otherwise agreed in individual cases, our current prices at the time of the conclusion of the contract apply plus statutory value added tax.
(2) If, after the conclusion of the contract, there are increases in costs for which we are not responsible and which we could not foresee in terms of calculation, we are entitled to adjust the prices accordingly.
(3) The purchase price is due and payable within 30 days net cash from invoicing and delivery or acceptance of the goods, unless otherwise agreed. When the above payment period has expired, the buyer is in default. Interest is to be paid on the purchase price during the period of default at the applicable statutory default interest rate. We reserve the right to claim further damage caused by default. In addition, default in payment causes the due date all of our other claims against the buyer from the business relationship.
(4) If, after the conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardized by the buyer’s lack of ability to pay (e.g. in the event of payment arrears or by filing for insolvency proceedings), we are in accordance with the statutory provisions on refusal to perform and – if necessary after setting a deadline – entitled to withdraw from the contract. In the case of contracts for the production of non-representable items (custom-made items), we can declare our withdrawal immediately; the legal regulations on the dispensability of setting a deadline remain unaffected.
(5) Payment of the purchase price is only considered to have been effected when the amount is finally available on one of our accounts.
(6) Offsetting with counterclaims other than undisputed or legally established counterclaims as well as the exercise of rights to refuse performance and rights of retention are excluded.
5. Samples / technical advice
(1) The samples we provide as well as our technical and chemical information only serve to provide a general description of the goods. They do not include a guarantee of quality or durability and do not release the buyer from examining each individual delivery.
(2) The application-related advice that we provide to the best of our knowledge is non-binding and does not release the buyer from checking each individual delivery for its suitability for the intended use before processing.
6. Complaints / warranties
(1) The buyer must inspect the goods immediately after delivery and report any material defects, incorrect deliveries or quantity deviations in writing without delay, but no later than one week after delivery. In the case of partial deliveries, this obligation on the part of the buyer applies to each individual partial quantity.
(2) The buyer must report hidden defects immediately after the defect has been discovered, but no later than twelve months after delivery.
(3) A complaint does not entitle the buyer to withhold payments due or to refuse to accept further deliveries.
(4) In the event of timely and well-founded complaints, the buyer’s claims for defects are limited to the right to subsequent performance. If the supplementary performance by us fails, the buyer can reduce the purchase price or withdraw from the contract at his option. Claims for damages according to section 9 remain unaffected.
(5) Claims of the buyer due to material defects become statute-barred one year after delivery of the object of purchase to the customer. Excluded from this are claims for defects by consumers as well as claims for damages due to injury to life, body or health and / or claims for damages due to damage caused by gross negligence or willful intent by the seller. In this respect, the statutory limitation periods apply. We do not guarantee that the product is free from patents or other property rights of third parties.
(6) In the case of goods that have been sold as NT goods, secondary goods, remaining stock, special items, regrind, waste or similar, the buyer is not entitled to any warranty rights due to a material defect
7. Compensation for damages
(1) Contractual and non-contractual claims for damages by the buyer due to slightly negligent breach of duty by us, our executives or our other vicarious agents are excluded. This does not apply if an obligation has been violated that is essential for achieving the purpose of the contract; However, our liability is limited to the foreseeable damage typical for the contract and amounts to a maximum of twice the invoice value of the goods concerned.
(2) We are only liable for indirect damage or damage that was not foreseeable at the time the contract was concluded in the event of gross negligence on the part of us or our managerial staff.
(3) The above restrictions do not apply to damage resulting from injury to life, limb or health. Mandatory statutory liability provisions remain unaffected.
8. Reservation of title
(1) The delivered goods remain our property until all of our claims from the business relationship have been paid in full.
(2) If the reserved goods are processed, we are considered the manufacturer and acquire ownership of the newly created products. If the goods subject to retention of title are processed, combined or mixed with goods that are owned by third parties, we acquire co-ownership of the resulting products in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other materials. If the goods subject to retention of title are processed, combined or mixed with a main item owned by the purchaser, the purchaser hereby assigns his property rights to the new item to us.
(3) All claims from the sale of goods that are in our ownership or co-ownership are already now assigned to us by the buyer to the extent of our ownership share as security. Any other assignment, including in the context of a factoring transaction, is not permitted.
(4) The buyer is obliged to store the reserved goods at his own expense with the care of a prudent businessman and to insure them against the usual storage risks. He already now assigns his claims from the insurance contracts to us.
(5) As long as the buyer duly fulfills the existing obligations towards us, he is entitled to dispose of the reserved goods in the ordinary course of business and to collect claims from the resale of the reserved goods. However, the buyer is not entitled to pledge the reserved goods or the assigned claim to third parties or to transfer them as security. The authorization to resell does not apply if the buyer and his customer exclude the transferability of the claim from the resale. Access by third parties to the reserved goods or the assigned claims must be reported to us by the buyer immediately after they become known.
(6) In the event of default in payment by the buyer, we are entitled to demand the surrender of the reserved goods without setting a grace period and without withdrawing from the contract. In addition, the buyer has to provide us with all necessary information and documents on the existence of the reserved goods and the assigned claims as well as the assignment of claims to his customers without delay.
(7) If the value of the securities exceeds the sum of our claims by more than 20%, we will release the excess securities at the request of the buyer according to our selection.
9. Final provisions
(1) The place of performance for payment is Hamburg.
(2) The place of jurisdiction is Hamburg. The law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
(3) We are entitled to electronically save the data that we have become aware of about the buyer and to use it for our business purposes.
(4) Should one of the above conditions prove to be ineffective in whole or in part, this does not affect the effectiveness of the remaining conditions.