AGB
1. GENERAL INFORMATION
The following terms and conditions form an integral part of all of our contract offers and contract conclusions. We do not recognise any general terms and conditions of the purchaser. Those shall also not become part of the contract if the we do not explicitly object to them.
2. OFFERS
Our offers are subject to confirmation, unless explicitly agreed otherwise. Contract conclusions shall only come about upon written order confirmation by us or you.
Side agreements, changes and discrepancies from these terms and conditions of delivery must be agreed in writing between the parties.
3. PRICE CALCULATION
Unless agreed otherwise in text form, our prices are stated ex-factory, exclusive of packaging and plus value-added tax in the respective applicable amount. Costs of packaging are invoiced separately.
4. PAYMENT TERMS
The purchase price is payable net upon delivery. If the purchaser exceeds the agreed payment date, he will additionally enter into default without a reminder. In this case, we are authorised to charge default interest in the amount of 9 per cent above the respective base interest rate of the European Central Bank (ECB), as well as a lump-sum default fee of another EUR 40.00. The right to assert further losses remains reserved. Over and above this, the payment default triggers the maturity of all of our other claims against the purchaser.
In case of substantiated grounds for doubting the purchaser’s solvency, particularly in the case of payments in arrears, we are authorised to revoke granted payment targets and demand cash in advance or collateral for further deliveries.
The purchase price is only deemed to be effected if the amount is finally available on one of our accounts.
Set-off with counterclaims, which are not undisputed or established as final and absolute by a court of law and the exercising of performance refusal and retention rights, are excluded.
5. DELIVERY
Our delivery duty is subject to the reservation of correct and timely self-supply. We are entitled to make partial deliveries. Excess and/or shortfall deliveries up to 10 % of the contractual quantity are permitted.
The risk shall transfer to the purchaser when handed over the transport person. Rejected goods can be sent back with our express consent. Goods that are not accepted will be stored at the expense and risk of the purchaser.
Agreed delivery dates relate to the shipping date of the goods. If we enter into default with our delivery obligation for longer than two weeks, the purchaser must set an appropriate grace period of two additional weeks, as a minimum. If we do not fulfil our delivery obligation by the time the grace period has elapsed, the purchaser shall be entitled to withdraw from the contract. The withdrawal must be declared immediately in written form after the grace period has elapsed. Compensation for damages due to late delivery can only be claimed if we are verifiably guilty of gross negligence; it is limited to the purchase price of the delayed or omitted part of our delivery.
Force majeure, natural disasters, war, strike, lockout, shortage of raw materials and energy, operational and traffic disruptions, orders from higher authorities or other impediments, for which we or our suppliers are not responsible, shall release us from our delivery obligation for the duration and scope of the respective impediment.
6. RESERVATION OF OWNERSHIP
The delivered goods shall remain the seller’s property until the purchaser has paid off his entire liabilities from current and future business relationships with the seller.
With processing of the reserved goods, we are deemed to be a manufacturer and will acquire ownership of the newly created products. If processing, connection, mixture or processing occurs together with reserved goods, which are owned by third parties, we will acquire the co-ownership of the products created in this manner, in the ratio of the invoice value of the reserved goods to the invoice value of the other materials. If the processing, connection or mixing of the reserved goods occurs with a main item in the purchaser’s possession, the purchaser now already assigns his ownership rights to the new item to us.
All claims from the sale of goods, which are owned or co-owned by us, will now already be assigned by the purchaser to us as collateral, in the amount of our ownership share. Any other assignment, also as part of a factoring transaction, is inadmissible.
The seller is obligated to store the reserved goods at his own expense with the diligence of a prudent businessman and insure them against the usual storage risks. He already assigns his claims from the insurance contracts to us now.
As long as the purchaser properly fulfils the existing obligations towards us, he shall be entitled to dispose of the reserved goods in the proper course of business and collect claims from the onward sale of the reserved goods. However, the purchaser is not authorised to pledge the reserved goods or assigned claim to third parties or transfer them as security. Access by third parties to the reserved goods or the assigned claims shall be notified by the purchaser to us immediately.
If the value of the collateral exceeds the sum of our claims by more than 20 %, upon request by the purchaser, we will release the excess collateral, at our discretion.
7. TECHNICAL AND CHEMICAL DETAILS, APPLICATION TECHNOLOGY CONSULTING
We only provide technical and chemical details about the purchased object, as well as application technology advisory to the best of our knowledge, however, only as non-binding information, which does not release the purchaser from his own examination of the products for their suitability for the intended processes, purposes and applications.
Such details are stated as a general product description and do not constitute any assurance of characteristics.
The purchaser is solely responsible for the observance of legal and official regulations when using our goods.
The respective applicable safety data sheets can be downloaded on the Internet by interested customers from our website.
8. NOTICES OF DEFECTS AND WARRANTY
Warranty rights of the purchaser require that he has properly fulfilled his investigation and complaint obligations in accordance with § 377 HGB (German Commercial Code).
The purchaser must inspect the goods immediately after delivery and complain about possible material defects, incorrect deliveries and quantity discrepancies at once, however, no later than within seven days after delivery.
This obligation by the purchaser relates to each individual partial quantity in the case of partial deliveries.
Hidden defects shall be complained about immediately, however, no later than within seven days after discovery.
A complaint shall not entitle the purchaser to retain due payments or refuse the acceptance of further deliveries.
The purchaser shall not process, modify or further deliver the goods before giving us the opportunity for inspection. Otherwise, the goods shall be deemed to be approved.
With timely and substantiated complaints, we will deliver a replacement or refund the purchase price against the return of the goods, at our discretion.
If the replacement delivery is again defective, the purchaser may demand a reduction of the purchase price or cancellation of the contract.
We assume no guarantee that the goods delivered by us are free from patents or other third-party proprietary rights.
9. LIABILITY LIMITATION AND STATUTE OF LIMITATIONS
Claims for damages by the purchaser are excluded if we are only responsible for minor negligence.
Claims by the purchaser due to material defects expire within one year from delivery of the purchased object to the purchaser.
Exceptions include claims for defects by consumers, claims for damages due to injury to life, body or health, and claims for damages caused by the seller through gross negligence or intent.
In these cases, the statutory limitation periods apply.
Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, representatives or vicarious agents.
10. FINAL PROVISIONS
The place of performance for payment is Stade.
The legal venue is Stade.
The law of the Federal Republic of Germany and the Incoterms in their latest version apply.
The application of the United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL) is expressly excluded.
We are authorised to store data about the purchaser known to us in IT systems and use it for our business purposes.
As a rule, we are not willing or obliged to participate in dispute settlement proceedings before a consumer arbitration board.
If one of the above provisions becomes wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.
Our terms and conditions are also available in German and Polish. However, only the provisions of the current German-language version shall be decisive.
Our General Terms and Conditions of Sale are published on our website. Previous versions become invalid when a new version is issued and published.