Terms Of Condition

1. Offer

1. Offers from the seller shall be subject to change without notice in respect of price, quantity, period for delivery and availability.

2. The documents forming part of the offer, such as illustrations, drawings, prospectuses, samples and weight data shall only be authoritative on an approximate basis, except where they are expressly designated as binding. The Seller is entitled to make customary changes to the structure and chemical composition of the products.

1. Order, Prices

1. The written acknowledgement of the order or, if no such acknowledgement is issued, the seller's invoice shall be authoritative for the delivery. Except where otherwise agreed upon in writing, the contractual relationship shall be governed by these terms and conditions. Terms and conditions of purchase of the buyer which are contrary hereto are objected to. Representatives are not authorised to modify these terms and conditions. These terms and conditions also apply in case we carry out the delivery to the buyer without any reservation being aware of conditions of purchase of the buyer which are contrary hereto.

2. The prices and terms of the price list valid on the day of dispatch shall apply, except where other price agreements are made. Upon entry into effect of a new price list, the prices and terms valid until then shall become superseded by this. All prices shall be understood to be in euros and apply ex works, subject to addition of the value-added tax valid on the day of delivery. If order-related costs such as for example prices of materials, wages etc. materially change after the conclusion of the contract, the contractual partner shall be obliged to agree upon an adjustment of the prices. Should the Seller, independent of such increase of order-related costs, in the time between conclusion of the contract and delivery, effect a general price increase, the Buyer shall have the right to withdraw from the contract within two weeks of having been informed thereof. The right of withdrawal shall not apply to long-term supply contracts. The weights ascertained by the seller, numbers of units and quantities shall be authoritative for the calculation, except where the buyer objects without undue delay.

1. Delivery

1. Periods for delivery shall commence on the date of acknowledgement of the order.

2. The period for delivery shall be complied with, if the delivery item has left the works by the time the period for delivery expires. The period for delivery shall also be deemed complied with, if readiness for dispatch has been communicated and the buyer fails to accept the delivery item within the period for delivery.

3. Substantial unforeseeable operational disruptions of any kind, default in delivery or nondelivery on the part of suppliers of the seller, shortage of raw materials, energy or workers etc., difficulties in obtaining means of transportation, traffic disruptions, decrees by a public authority and other cases of force majeure at the seller, or at its suppliers, shall cause the delivery period to be appropriately extended. Delivery shall exclude the right to compensatory damages.

4. Delivery by appropriate instalments shall be permissible. As a general rule, deliveries shall be made in standard packaging. In so far as this is not the case, deviations from the agreed delivery quantities shall be permissible to the extent that such deviations are customary in the trade.

5. The seller's duty to deliver shall be suspended as long as the buyer is in arrears with a due payment despite a reminder.

1. Freight, Packaging, Dispatch, Passage of Risk

1. Except where otherwise agreed upon, the seller shall choose the method and mode of dispatch, duly taking account of the buyer's interests.

2. The risk of destruction, loss or damage to the goods shall pass to the buyer at the time of dispatch or, in the case of collection, at the time of availability communicated to the buyer. This shall also apply in the case of delivery carriage-paid. If dispatch is delayed due to circumstances imputable to the buyer, the risk shall pass to the buyer from the day of readiness for dispatch. However, the seller shall be obliged to effect, at the orderer's wish and expense, the insurance demanded by the orderer.

3. Without prejudice to the rights arising from no. VI, goods delivered shall be accepted by the buyer, even if they display insubstantial defects.

1. Payment

1. The invoices shall be payable within 8 days from the invoice date less a 2% cash discount or within 30 days of the invoice date without any deduction. Bills of exchange shall only be accepted according to special agreement and on account of payment, all collection and discounting charges being chargeable to the buyer. Payments shall only be deemed effected when the amount is definitively available on the seller's bank account. The seller reserves the right to use payments to settle the invoices which have been outstanding the longest, plus any default interest and costs accrued thereon, that is, in the sequence: costs, interest, principal receivable. Receivables in relation to which a complaint of defects has been lodged shall be excluded from this provision. Retention and set-off on account of claims of the buyer which are contested by the seller shall be excluded, except where these claims have been acknowledged or are legally enforceable.

2. Non-compliance with payment terms, or circumstances which are likely to materially reduce the orderer's credit-worthiness upon application of standards customary in banking, shall cause all the supplier's receivables to become due immediately. In the event of default, the buyer shall be obliged to pay default interest at the rate of 10 percentage points above the respective base interest rate. Beyond this, the supplier shall be entitled to demand advance payments for deliveries still outstanding and, subject to a reasonable grace period, be entitled to rescind the contract.

1. Warranty

1. The buyer has to examine the goods immediately after their receipt. Recognisable defects are to be reported to us immediately, at the latest within 7 days, after their receipt. Non-recognisable defects are to be reported to us immediately, at the latest within 7 days, after they are discovered. Any complaint has to state the invoice number, delivery note number and product designation.

2. Insofar as there is a defect to the goods the buyer is entitled at its choice to request subsequent satisfaction in the form of a remedy of a defect or the delivery of a faultless object. Insofar as the subsequent satisfaction within the meaning of § 440 sent. 2 German Civil Code (BGB) fails, the buyer is entitled at its choice to withdraw from the contract or to reduce the purchase price. This shall also apply if we seriously and finally refuse the subsequent satisfaction. If there is only an insignificance defect the buyer shall only be entitled to reduce the purchase price.

3. All claims for damages of the buyer, no matter for what legal grounds, against us are excluded irrespective of the legal grounds, unless, we or our vicarious agents acted wilfully or gross negligently or breached essential contractual duties due to slight negligence. Essential contractual duties are those obligations, which protect the essential contractual legal positions of the contractual partner, which the contract has to grant according to its contents and purpose. Furthermore such obligations are essential, the satisfaction of which makes the proper execution of the contract possible at all and on the compliance with which the contractual partner relied and should be able to rely upon.

4. In the event of gross negligence or slightly negligent breach of an essential contractual obligation the damages are limited to the typical and foreseeable damages.

5. The liability owing to culpable injury to life, the body or the health remains unaffected; this shall also apply to the mandatory liability according to the German Product Liability Act or in case of the assumption of a guarantee.

6. A statute-of-limitations of one year shall apply to all claims of damages or the reimbursement of fruitless expenses in case of contractual and non-contractual liability, which are asserted against the seller - except in the cases of wilful intent or with physical injuries. The deadline shall begin at the time determined in § 199 BGB. Statue-of-limitations occurs by no later than with the expiry of the maximum deadlines determined in § 199 para.3 and para.4 BGB.

7. In respect of the bar coding affixed to the goods or to the packaging, the seller shall assume no liability for its accuracy or electronic readability.

1. Retention of Title

1. We reserve the ownership to the delivered goods in order to secure all claims, to which we are entitled from the business relationship against the buyer. In case of a breach of the contract by the buyer, in particular in case of default of payment, we are entitled to take the goods back. The taking back of the goods by us represents a withdrawal from the contract. We are authorized to sell the goods after taking them back, the sales proceeds are to be offset against the liabilities of the buyer – after deduction of reasonable sales costs.

2. Our ownership covers the new products produced by processing of the reserved goods. The processing is carried out for us as manufacturer. In case of a processing, connection or mixing of objects which do not belong to us we shall acquire co-ownership in the ratio of the invoice value of our reserved goods to the invoice values of the other materials.

3. The buyer hereby already assigns all claims from the sale of reserved goods including bills of exchange and cheques to us to secure the respective claims according to para. 1. We hereby now already accept the assignment. In case of the sale of goods, to which we have co-ownership, the assignment is limited to the share of the claim, which corresponds with our co-ownership share.

4. As long as the buyer is willing and in the position to properly satisfy its obligations towards us it may dispose over the goods owned or co-owned by us in the proper course of business and collect the claims assigned to us itself. We undertake not to collect the claim as long as the buyer satisfies its payment obligations from the collected proceedings, is not in default of payment and in particular no application has been filed for the opening of conciliation or insolvency proceedings or there is suspension of payments. If this is the case we can request that the buyer informs us of the assigned claims and their debtors, provides all information which is necessary for the collection, hands over the associated documents and informs the debtors of the assignment.

5. The buyer may only carry out assignments of collateral, pledges and assignments of claims, also by way of factoring, with our prior written consent.

6. If the value of the collateral exceeds the claims which are to be secured by more than 10%, we shall upon request of the buyer insofar release collateral items at its choice.

1. General Stipulation

1. The place of performance for delivery is the seller's respective place of dispatch. The place of performance for payment is the seller's domicile.

2. The place of jurisdiction is, at the seller's option, either the seller's corporate domicile or the buyer's general place of jurisdiction. This also applies to proceedings based solely on documentary evidence and to proceedings concerning a bill of exchange or cheque.

3. German law applies exclusively.

4. If individual clauses of these Terms and Conditions of Sale and Delivery are wholly or partly invalid, this shall not affect the effectiveness of the other parts of the clauses. Any ineffective provision shall be deemed superseded by a provision which most closely reflects the economic purpose of the ineffective provision and is effective.

5. The seller gives notice that the data arising from the business relationship with the buyer shall be stored to the extent permissible under the German Federal Data Protection Act [Bundesdatenschutzgesetz].