- Offers and Conclusion of contract
- These general terms and conditions apply exclusively. All conditions of the buyer which we do not accept in writing are not binding for us, even if we do not expressly object to them.
- Our offers are subject to change without notice. Changes require our express written confirmation.
- Even after conclusion of the contract, we are entitled to demand advance payment, i.e. payment of the purchase price in advance, at any time. If the buyer does not comply with this, we can withdraw from the existing contract at any time.
- Nature of the goods
All samples, specimens, analysis data give non-binding indications of the average quality of the goods delivered and to be delivered and do not include any guarantee in the sense of §§ 443, 434, 276 BGB (German Civil Code). Deviations within the customary scope of trade are permissible if certain properties are warranted.
- General information
We are only obliged to deliver within the scope of the quantities actually available to us. In the event of a shortage of goods, we are entitled to reduce quantities and distribute all available quantities to all customers at our reasonable discretion (§ 315 BGB). With regard to the quantities not delivered, the parties are released from their acceptance, delivery, and payment obligations. We undertake to inform the buyer immediately about the non-availability. We are obliged to reimburse the buyer without delay for any consideration already rendered.
- The number of pieces determined at the shipping point shall be decisive for determining the delivery quantity.
- Risk assumption/ acceptance
The place of performance for delivery and acceptance is the agreed place of delivery (called delivery point). The risk is transferred to the buyer at the delivery point. Even if we bear the transport costs, the risk is transferred to the buyer as soon as the goods have left our distribution centre.
The buyer has to check the goods immediately after receipt. Complaints must be made in writing immediately after delivery and, if they can only be determined by special inspection, immediately after they have been determined, but no later than 10 days after delivery. Otherwise, the delivered goods shall be deemed to have been approved within the meaning of § 377 (1) and (2) HGB (German Commercial Code). Warranty rights for defects can only be asserted under the further conditions that the buyer provides us with a sample of the delivery of at least 2 litres and that the rejected goods are stored separately from other goods in the containment at the time of acceptance. In the event of actual defects in the delivered goods, we undertake, at our discretion, to reduce the purchase price or to deliver replacement goods. If these are also defective, the buyer has the right to choose between cancellation of the contract or reduction of the purchase price. If the buyer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims.
- Service charges
If, at the time of delivery, the goods are subject to increased or additional incidental costs in comparison to the incidental costs on which the sales price is based, such as customs duties, freight charges, levies, taxes and the like, the sales price shall be changed accordingly.
- Force majeure
Effects of force majeure (e.g. war, civil war, shortage of raw materials and energy, operational disruptions at the works, fire, strike, lockout, shutdown, official measures, traffic disruptions, etc., as well as other unforeseen events which prevent or permanently render impossible or complicate the delivery – also insofar as our suppliers are affected – entitle us to price increases and/or to full or partial withdrawal from the contract without obligation to pay damages. Insofar as these effects are not only of a temporary nature, but after 3 months at the latest, we are entitled to withdraw from the contract in whole or in part without any claim for compensation on the part of the purchaser. We will inform the buyer of such disturbances at once and will immediately reimburse any consideration already paid by the purchaser.
- Tax liability
In the case of tax-privileged deliveries, the purchaser guarantees the existence of the relevant legal requirements and compliance with the tax regulations of the respective target country of the delivered goods. In this respect, the purchaser shall indemnify us against all fiscal claims, even if he or a subsequent purchaser does not obtain direct possession of the goods.
If the goods are collected by the purchaser himself, the purchaser shall be liable for compliance with the safety regulations and shall indemnify us in this respect against all claims for damages, in particular those pursuant to § 116 (1) SGB X. The responsibility for compliance with the legal regulations for the transport of goods lies solely with the buyer or his agents. The buyer is responsible for providing appropriate instructions to his representatives.
- Warranty and liability
Material defects, incorrect deliveries, and deviations in quantity, which can be determined by reasonable investigations, must be reported to us in writing without delay, but no later than 10 days after receipt of the goods. We are entitled to choose between subsequent performance by remedying the material defect or by exchanging the goods. We shall only bear expenses for subsequent performance insofar as they are not increased because the buyer has taken the goods to a place other than the place of delivery. If the supplementary performance fails, the buyer is entitled to demand an appropriate reduction of the purchase price.
Disputed goods may not be used without our consent. If they are used nevertheless, the buyer shall bear the full risk of any consequential damage. The buyer is obliged to take the merchandise sample required for the examination exclusively from an original packaging and to send it to us together with the batch number. The minimum quantity is 1 litre.
If damage has been caused by gross negligence, our liability shall be limited to the damage foreseeable as a result of this breach of duty. The liability for personal injury under the Product Liability Act of the Federal Republic of Germany remains unaffected.
Unless one of the above cases applies, the buyer’s claims for damages due to delay or impossibility are limited in amount to the purchase price of the delayed or missing part of our delivery.
In all other cases our liability is excluded.
The limitation period for claims for defects is 12 months from the transfer of risk. The limitation period in the case of a supplier recourse according to §§ 478,479 BGB remains unaffected.
Information about processing and application possibilities of our products as well as technical advice is given to the best of our knowledge based on our experience but is non-binding and excludes any liability to the extent permitted by law.
- Retention of title/ assignment of claims
The goods shall remain our property until all claims, including the balance in our favour, have been paid in full on current account. The buyer is not entitled to pledge the goods before our full satisfaction or to assign them as security to third parties. In the event of access by third parties, in particular in the event of seizure of the object of purchase, the purchaser must notify us immediately by registered letter to avoid claims for damages on our part for the purpose of eliminating the access. In the event of the buyer acting in breach of contract, in particular in the event of default of payment by the buyer, we shall be entitled to demand the temporary surrender of the goods to which we have title at the expense of the buyer, even without exercising the right to withdraw from the contract and without setting a grace period, without prejudice to all other rights and claims to which we are entitled under these terms and conditions and under statutory provisions. If the goods are taken outside of Germany and the purchase price has not been paid in full at that time, the buyer shall be obliged to take the necessary steps and make the necessary declarations to ensure that the reservation of title also applies in the country of destination. If this is not possible, the buyer must grant us, on request, a security interest in rem comparable to the reserved property according to the law of the country of destination in the amount of the outstanding purchase price or otherwise provide security.
- Terms of payment
Payments shall be made without deduction on the agreed date. In case of bank transfer, the date of the credit note shall apply. We can offset incoming payments at our discretion. In the event of late payment, interest on arrears will be charged from the due date at 8% above the base rate in accordance with § 247 BGB. In addition, we reserve the right to assert further damages caused by delay. Payments to us are only effective if they are made in cash directly to one of our managing directors against receipt or to one of the bank accounts named by us. If there are doubts about the buyer’s solvency, especially in the case of payment arrears, we can demand advance payments or securities for further deliveries and revoke any payment terms granted. We reserve the right to assert further claims.
Should one or more provisions of these general terms and conditions be invalid in whole or in part, this shall not affect the validity of the provision(s) in other respects or of the contract.
- Applicable law, contract language and place of jurisdiction
German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Law/CISG). Contract language is German. Exclusively responsible for legal actions in connection with contracts concluded with us are the German courts competent for the district of Ankum. In addition, the respective plaintiff is also entitled to appeal to the courts in the general jurisdiction of the respective defendant.