General Sales and Payment Terms and Conditions

General Sales and Payment Terms and Conditions

Valid for the commercial and public domain according to Section 24 of the
General Terms and Conditions Act (AGBG)

Valid as of: January 2022

1. Area of application

The following terms and conditions apply to all future business transactions with us to the extent no contrary agreements are expressly entered into. Deviations from these terms and conditions require express written confirmation by us.

2. Quotations

Our quotations are non-binding and subject to change without notice. A contract is only concluded when we issue our order confirmation or fill the order.

3. Pricing

Unless a fixed price has been agreed in writing, the prices in effect on the day of delivery apply for billing purposes. Prices are ex works at the manufacturing plant unless agreed otherwise. Our prices are quoted in EUROS unless another currency is expressly agreed. All sales are based on the duties and freight costs applicable on the day of delivery. If prices increase compared to the date the contract is concluded, the buyer has the right to withdraw the order within 14 days after being notified of the price increase. The right of withdrawal does not apply to price increases based on an increase in freight charges or VAT.

4. Delivery, passing of risk

We have the right to make partial deliveries. Shortages or overages of up to 10% are deemed to constitute performance of the contract. Deliveries are always at the risk of the buyer, even if they are shipped carriage paid and / or using the means of transport of the seller. Risk is transferred to the buyer when the goods are delivered to the carrier. Goods not accepted in a timely manner are stored at the expense and risk of the buyer. In case of delayed acceptance, we can refuse delivery of the quantity not accepted while reserving our other rights. Unless otherwise agreed, we determine the means of shipping and route as agents of the buyer. In case of shipment by water, open shipping is reserved. In case of “carriage paid” deliveries, only normal freight costs are borne by the seller. Other costs and unforeseeable surcharges, demurrage, low water surcharges, lighter costs, wintering costs etc. are borne by the recipient. In case of Franco prices we are not obligated to the submission of freight. Unless expressly agreed otherwise, packaging materials are not taken back.

5. Delivery quantity, weight determination

The determination of weight decisive for both sides and the determination of the quantity of goods delivered is conducted at our point of delivery.

6. Delivery disruptions

Circumstances and events beyond our control as well as all cases of force majeure including war, strikes, lock-outs, raw material and energy shortages, business and traffic disruptions, order of higher authority as well as disruptions and restrictions experienced by our sub-suppliers relieve us of our obligation to deliver for the duration of the effects. In such cases we have the right to deliver with a corresponding delay or to withdraw from the contract in whole or in part. The buyer may withdraw if, upon the buyer’s request, we fail to declare whether we are withdrawing or intend to deliver within a reasonable period of time. Claims to compensation based on delay or failure to deliver are – to the extent permitted by law – excluded. In case of orders where performance consists of multiple deliveries, the failure to perform and defective or delayed performance of a delivery has no impact on other deliveries of the same order. If the quantity of goods available to us is not sufficient to fill all delivery quantities as a result of delivery disruptions, we have the right to undertake uniform reductions. Furthermore we are absolved of our delivery obligations.

7. Complaints

The buyer is required to subject the goods to a diligent incoming goods inspection and, if defects are found, to report them to us promptly and fully so that we are able to properly verify the validity of the complaint – in case of unconcealed defects within 8 days and in case of concealed defects immediately upon discovery and no later than 3 months after delivery. If the buyer fails to report a complaint or uses, mixes or resells the goods, this is deemed to constitute unconditional acceptance. Our measures for the mitigation of damages do not constitute an acknowledgement of defects. For defective goods, we have the choice of supplying replacement goods, redhibition or abatement. Our information on the object of delivery and performance, intended use etc. merely constitutes descriptions and / or identification but not warranted characteristics. In case of warranted characteristics, our liability for compensation – to the extent assurance is limited to the contractual delivery / performance – under exclusion of indirect consequential damages is limited to 2 times the value of the goods.

8. Compensation, Liability

Claims for compensation of any kind and on any legal grounds, including default upon conclusion of the contract, positive breaches of contract and illegal acts against us, our legal representatives, assistants and employees are excluded to the extent permitted by law. The relevant local laws and regulations apply to the use of the product. This liability provision applies to our written and spoken advice.

9. Payment terms

Payments from the customer must be made within 14 days with no deductions to an account identified by us. Counter claims only entitle the buyer to set-off if they are undisputed or legally established. The buyer only has a right of retention based on claims arising from the same contractual relationship. If the buyer defaults on meeting its obligations, we are entitled to charge late payment interest in the amount of 3% p.a. above the respective prime rate of the German Central Bank and / or the central bank of the respective country. The right to assert additional claims for compensation is reserved. We are also entitled to withhold further deliveries under this or other contracts in whole or in part or refuse delivery and demand the immediate payment of all deliveries and prepayment. 

10. Retention of title

Title to the goods only passes to the buyer upon payment of all our receivables in existence at the time of delivery. However, the buyer can process or sell the goods subject to retention of title in the course of ordinary business operations; deviating from the provisions of Section 950 of the German Civil Code (BGB), processing takes place for us with the stipulation that we acquire joint ownership in the resulting product in the ratio of the purchase price of the processed goods subject to the retention of title to the selling price of the resulting product. The buyer hereby assigns to us as security its future receivables against third parties from the resale of the goods subject to retention of title in full and from the sale of products resulting from processing in part according to our ownership share. The buyer is authorised to collect the assigned receivables as long as it has duly met its payment obligations to us. We obligate ourselves to release the security to which we are entitled according to the preceding provisions – at our discretion – to the extent their value exceeds the receivables being secured by 25%.

11. Place of fulfilment

The place of fulfilment for performance by us, especially for delivery, is the place from where delivery takes place. The place of fulfilment for performance by the buyer, especially for payment, is Harbarnsen.

12. Jurisdiction

If the buyer is a general merchant the jurisdiction is Hanover or, at our discretion, the general jurisdiction of the buyer.