I. Concluding contracts
Supply contracts shall only be concluded on the basis of these terms and conditions. Offers shall be subject to change without notice, unless an agreement is made to the contrary in a given case. All sales and delivery allocations (quantity call-offs) require written confirmation by us.
All sales shall only be concluded for specific delivery dates, quantities, types and at fixed prices. Both parties shall be bound to these.
Changes to orders already placed shall only be allowed with the consent of both parties. Verbal agreements shall require our written confirmation in order to be valid and binding.
The terms and conditions of the Buyer which contradict our terms and conditions of sale shall not be binding for us. Such contradictory terms and conditions are only binding if we agree to these in writing.
II. Prices, ordered quantities and partial deliveries
- Unless otherwise agreed, prices are calculated according to weight.
- When placing orders for specific quantities of wicks, complaints for over or underdeliveries of up to 5 percent will not be accepted for technical reasons.
- Follow-up orders shall be regarded as new orders. The prices for follow-up ordersshall be renegotiated.
- For wicks supplied in spool form for technical reasons, the spool tubes are takeninto account when calculating prices.
- We have the right to supply partial quantities. The partial quantity delivered willbe subtracted from the total quantity contractually agreed.
- Unless provision has been made to the contrary, partial deliveries must be calledoff in writing no later than 2 weeks prior to the requested delivery date.
- If quantity call-offs are not made on time, we shall set a reasonable extensionperiod in which call-off is to be made and are entitled to store the goods at the Buyers expense. If the extension period is not complied with, we shall be entitled at our equitable discretion and taking into consideration the interests of the Buyer upon notifying him of the same, to either offer the quantity not yet called-off elsewhere, or withdraw from the contract, or demand compensation for damages on account of non-performance.
III. Despatch and transfer of risk
- Despatch shall always be for the account, and at the risk of the consignee even if we have agreed in writing to cover the transport costs.
- The risk of deterioration or destruction shall pass over to the Buyer as soon as the goods have been handed over to the forwarder.
- We will only insure the goods against transport damage, loss etc if required to do so by the Buyer in writing and at the Buyers expense.
IV. Terms of payment
- The invoice shall be raised on the date of delivery or on which the goods are made available for delivery.
- Unless an agreement has been made to the contrary, invoices are to be settled within 30 days from the date of invoice without any deductions.
- We shall not be under any obligation to make deliveries before invoiced sums payable have been settled in full. Should non-payment continue after setting a reasonable extension period, we have the right to withdraw from the contract.
- Drafts, in so far as they are accepted in payment, shall only be regarded as having been paid, when they have been cashed. All draft charges shall be for the account of the Buyer. The term of the draft must not be more than 3 months.
- If a significant deterioration in the financial status of the Buyer becomes known to us – regardless when the deterioration occurred – we shall be entitled to require payment or other collateral in advance and refrain from fulfilling the supply contract until we have received such payment or collateral. The same is valid if the Buyer defaults on other obligations, regardless of the reasons for the same. If the Buyer refuses to comply, we shall be entitled to withdraw from the supply contract and demand compensation for non fulfillment of contract by the Buyer.
V. Execution of deliveries
- The delivery time is adhered to, if the delivery is made within the confirmed calender week, if no exact delivery date has been agreed upon in writing.
- The delivery time is complied with once the goods to be delivered have left our premises or in the case of collection by the Buyer or his appointed forwarder, the the goods are ready for despatch in good time.
- The delivery period shall be extended as appropriate in the event that unforeseen hindrances occur, which we were unable to avoid in spite of reasonable care taken given the circumstances of the case.
- If the delivery period is extended for the above-named reasons, the Buyer may not make any claims for compensation for damages based on these. If the aforementioned circumstances affect the Buyer, the same legal consequences shall apply to the Buyer’s contractual obligations. In such a case, the Buyer will inform us immediately about the reasons for the hindrances in question.
VI. Reservation of ownership
- The delivered goods shall remain our property i.e. we reserve ownership thereof until they and all ancillary costs have been paid for, in particular until endorsers liability from draft transactions no longer exists.
- We are not responsible for the processing of our goods by others after our goods have been despatched from our factory nor for the resulting products. If our goods are joined with goods of other suppliers or with goods already under ownership of the Buyer, we shall have co-ownership of the new goods in accordance with the proportion of the total of the invoiced value of the goods but we retain no responsibility for the new goods.
- As long as the Buyer has not defaulted in payments, he may process, sell and otherwise dispose of the goods for which ownership is reserved according to the normal course of his business. Assignments or pledging of the goods to third parties are not permitted. Receivables and claims resulting from sales of reserved ownership goods in which our goods are contained – in the case of such goods to the value of the proportion of our goods contained therein – are deemed to have been assigned to us by the Buyer as security at this time.
- The right to process, sell or otherwise dispose of the goods exists until revocation by us and expires automatically as soon as insolvency proceedings pertaining to the assets of the Buyer have been opened.
- If the goods or the products made from them are seized or confiscated from the Buyer, or if these are taken back under the terms of reservation of ownership, this does not imply cancellation of the contract. All costs incurred in taking back the goods and realising, selling or otherwise disposing of the same are to be carried by the Buyer.
- The goods are to be insured by the Buyer against fire, theft as well as water and other damage.
VII. Liability for defects in the delivered goods
- Tests are to be carried out on the goods by the Buyer prior to processing these covering quality and suitability for the Buyers intended purpose.
- The Buyer does not obtain any guarantees in the legal sense, unless otherwise agreed in writing.
- The Buyer is required to examine the goods immediately upon receipt. Manifest defects and defects which a normal examination would be expected to detect including those revealed by sample checks must be notified to us in writing within 14 days from receipt of the goods. Discrepancies in quality and appearance which are normal with this type of product do not constitute a defect.
- In the event that a complaint has been deemed justified by ourselves, we are entitled, taking the nature of the fault and the interests of the Buyer into consideration to determine the nature of the supplementary performance (replacement delivery, reworking of goods).
- If the supplementary performance fails, the Buyer may in the case of a manifest defect be entitled to withdraw from the contract or demand a price reduction.
- Goods about which a complaint has been made may only be returned after we have given our written consent. If however, a complaint is raised under penalty of returning the goods and we fail to reply to the complaint within 10 days, the Buyer shall consequently be entitled to return the goods. This does not constitute any recognition on our part of the Buyers complaint.
- Entitlements due to material defects lapse one year after transfer of risk as defined under paragraph IV of these terms and conditions in so far as the law does not provide for longer periods, in particular due to possible recourse entitlements of the Buyer according to BGB articles 478, 479.
- Paragraph VIII is valid for entitlements regarding compensation for damages.
VIII. Limitation of liability
- In the case of contractual and non-contractual obligations we assume liability for ourselves and our agents only in so far as gross negligence can be proven against us. Furthermore, the scope of liability shall be limited to typical contractual damages forseeable at the time of contract formation.
- These limitations shall not be valid in cases of culpable contravention of substantial contractual obligations (cardinal duties), in so far as such contravention endangers fulfilling the purpose of the contract as well as in cases of violation of life, body and health.
- Liability according to the product liability law of the Federal Republic of Germany remains unaffected.
IX. Data Protection
- Within the framework of our business relationship, we are entitled to store data in our computer system and to process such data according to order-processing requirements.
X. Place of fulfilment and place of jurisdiction
- The place of performance for delivery and payment is our premises in Nettetal.
- The place of jurisdiction is the district court of Nettetal or regional court of Krefeld depending on the value of the matter in dispute. We are however also entitled to take legal action against the Buyer at his place of jursidiction.
- The laws of the Federal Republic of Germany are applicable. If the legal domicile of the Buyer is located outside the Federal Republic of Germany and if delivery is made to a location outside the Federal Republic of Germany, the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11.04.1980 – in addition to the laws of the Federal Republic of Germany – will be applied.
XI. Further provisions
- For deliveries to other EU countries, the Buyer must give us his Value Added Tax identification number. Should he fail to do so, he is obligated to pay to us in addition to the agreed invoice amount, the amount of Value Added Tax which we are legally required to pay.
- If individual provisions of these terms and conditions are completely or partially ineffective, this will not limit the effectiveness of the other provisions or the other parts of such provisions.
Valid from 23.12.2008
I. Concluding contracts
Supply contracts shall only be concluded on the basis of these terms and conditions. Offers shall be subject to change without notice, unless an agreement is made to the contrary in a given case. All sales and delivery allocations (quantity call-offs) require written confirmation by us.
All sales shall only be concluded for specific delivery dates, quantities, types and at fixed prices. Both parties shall be bound to these.
Changes to orders already placed shall only be allowed with the consent of both parties. Verbal agreements shall require our written confirmation in order to be valid and binding.
The terms and conditions of the Buyer which contradict our terms and conditions of sale shall not be binding for us. Such contradictory terms and conditions are only binding if we agree to these in writing.
II. Prices, ordered quantities and partial deliveries
- Unless otherwise agreed, prices are calculated according to weight.
- When placing orders for specific quantities of wicks, complaints for over or underdeliveries of up to 5 percent will not be accepted for technical reasons.
- Follow-up orders shall be regarded as new orders. The prices for follow-up ordersshall be renegotiated.
- For wicks supplied in spool form for technical reasons, the spool tubes are takeninto account when calculating prices.
- We have the right to supply partial quantities. The partial quantity delivered willbe subtracted from the total quantity contractually agreed.
- Unless provision has been made to the contrary, partial deliveries must be calledoff in writing no later than 2 weeks prior to the requested delivery date.
- If quantity call-offs are not made on time, we shall set a reasonable extensionperiod in which call-off is to be made and are entitled to store the goods at the Buyers expense. If the extension period is not complied with, we shall be entitled at our equitable discretion and taking into consideration the interests of the Buyer upon notifying him of the same, to either offer the quantity not yet called-off elsewhere, or withdraw from the contract, or demand compensation for damages on account of non-performance.
III. Despatch and transfer of risk
- Despatch shall always be for the account, and at the risk of the consignee even if we have agreed in writing to cover the transport costs.
- The risk of deterioration or destruction shall pass over to the Buyer as soon as the goods have been handed over to the forwarder.
- We will only insure the goods against transport damage, loss etc if required to do so by the Buyer in writing and at the Buyers expense.
IV. Terms of payment
- The invoice shall be raised on the date of delivery or on which the goods are made available for delivery.
- Unless an agreement has been made to the contrary, invoices are to be settled within 30 days from the date of invoice without any deductions.
- We shall not be under any obligation to make deliveries before invoiced sums payable have been settled in full. Should non-payment continue after setting a reasonable extension period, we have the right to withdraw from the contract.
- Drafts, in so far as they are accepted in payment, shall only be regarded as having been paid, when they have been cashed. All draft charges shall be for the account of the Buyer. The term of the draft must not be more than 3 months.
- If a significant deterioration in the financial status of the Buyer becomes known to us – regardless when the deterioration occurred – we shall be entitled to require payment or other collateral in advance and refrain from fulfilling the supply contract until we have received such payment or collateral. The same is valid if the Buyer defaults on other obligations, regardless of the reasons for the same. If the Buyer refuses to comply, we shall be entitled to withdraw from the supply contract and demand compensation for non fulfillment of contract by the Buyer.
V. Execution of deliveries
- The delivery time is adhered to, if the delivery is made within the confirmed calender week, if no exact delivery date has been agreed upon in writing.
- The delivery time is complied with once the goods to be delivered have left our premises or in the case of collection by the Buyer or his appointed forwarder, the the goods are ready for despatch in good time.
- The delivery period shall be extended as appropriate in the event that unforeseen hindrances occur, which we were unable to avoid in spite of reasonable care taken given the circumstances of the case.
- If the delivery period is extended for the above-named reasons, the Buyer may not make any claims for compensation for damages based on these. If the aforementioned circumstances affect the Buyer, the same legal consequences shall apply to the Buyer’s contractual obligations. In such a case, the Buyer will inform us immediately about the reasons for the hindrances in question.
VI. Reservation of ownership
- The delivered goods shall remain our property i.e. we reserve ownership thereof until they and all ancillary costs have been paid for, in particular until endorsers liability from draft transactions no longer exists.
- We are not responsible for the processing of our goods by others after our goods have been despatched from our factory nor for the resulting products. If our goods are joined with goods of other suppliers or with goods already under ownership of the Buyer, we shall have co-ownership of the new goods in accordance with the proportion of the total of the invoiced value of the goods but we retain no responsibility for the new goods.
- As long as the Buyer has not defaulted in payments, he may process, sell and otherwise dispose of the goods for which ownership is reserved according to the normal course of his business. Assignments or pledging of the goods to third parties are not permitted. Receivables and claims resulting from sales of reserved ownership goods in which our goods are contained – in the case of such goods to the value of the proportion of our goods contained therein – are deemed to have been assigned to us by the Buyer as security at this time.
- The right to process, sell or otherwise dispose of the goods exists until revocation by us and expires automatically as soon as insolvency proceedings pertaining to the assets of the Buyer have been opened.
- If the goods or the products made from them are seized or confiscated from the Buyer, or if these are taken back under the terms of reservation of ownership, this does not imply cancellation of the contract. All costs incurred in taking back the goods and realising, selling or otherwise disposing of the same are to be carried by the Buyer.
- The goods are to be insured by the Buyer against fire, theft as well as water and other damage.
VII. Liability for defects in the delivered goods
- Tests are to be carried out on the goods by the Buyer prior to processing these covering quality and suitability for the Buyers intended purpose.
- The Buyer does not obtain any guarantees in the legal sense, unless otherwise agreed in writing.
- The Buyer is required to examine the goods immediately upon receipt. Manifest defects and defects which a normal examination would be expected to detect including those revealed by sample checks must be notified to us in writing within 14 days from receipt of the goods. Discrepancies in quality and appearance which are normal with this type of product do not constitute a defect.
- In the event that a complaint has been deemed justified by ourselves, we are entitled, taking the nature of the fault and the interests of the Buyer into consideration to determine the nature of the supplementary performance (replacement delivery, reworking of goods).
- If the supplementary performance fails, the Buyer may in the case of a manifest defect be entitled to withdraw from the contract or demand a price reduction.
- Goods about which a complaint has been made may only be returned after we have given our written consent. If however, a complaint is raised under penalty of returning the goods and we fail to reply to the complaint within 10 days, the Buyer shall consequently be entitled to return the goods. This does not constitute any recognition on our part of the Buyers complaint.
- Entitlements due to material defects lapse one year after transfer of risk as defined under paragraph IV of these terms and conditions in so far as the law does not provide for longer periods, in particular due to possible recourse entitlements of the Buyer according to BGB articles 478, 479.
- Paragraph VIII is valid for entitlements regarding compensation for damages.
VIII. Limitation of liability
- In the case of contractual and non-contractual obligations we assume liability for ourselves and our agents only in so far as gross negligence can be proven against us. Furthermore, the scope of liability shall be limited to typical contractual damages forseeable at the time of contract formation.
- These limitations shall not be valid in cases of culpable contravention of substantial contractual obligations (cardinal duties), in so far as such contravention endangers fulfilling the purpose of the contract as well as in cases of violation of life, body and health.
- Liability according to the product liability law of the Federal Republic of Germany remains unaffected.
IX. Data Protection
- Within the framework of our business relationship, we are entitled to store data in our computer system and to process such data according to order-processing requirements.
X. Place of fulfilment and place of jurisdiction
- The place of performance for delivery and payment is our premises in Nettetal.
- The place of jurisdiction is the district court of Nettetal or regional court of Krefeld depending on the value of the matter in dispute. We are however also entitled to take legal action against the Buyer at his place of jursidiction.
- The laws of the Federal Republic of Germany are applicable. If the legal domicile of the Buyer is located outside the Federal Republic of Germany and if delivery is made to a location outside the Federal Republic of Germany, the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11.04.1980 – in addition to the laws of the Federal Republic of Germany – will be applied.
XI. Further provisions
- For deliveries to other EU countries, the Buyer must give us his Value Added Tax identification number. Should he fail to do so, he is obligated to pay to us in addition to the agreed invoice amount, the amount of Value Added Tax which we are legally required to pay.
- If individual provisions of these terms and conditions are completely or partially ineffective, this will not limit the effectiveness of the other provisions or the other parts of such provisions.
Valid from 23.12.2008