General Terms and Conditions:
(This is a translation of the German version. In cases of doubt, the German version shall prevail.)
(1) Our deliveries, performances and offers are exclusively based on these terms of business. Therefore these terms and conditions are also valid for all future business relations, as well if they are not expressly agreed again. Conditions of the customer are not recognised by us, as far as they deviate from our conditions. Herewith counter confirmations of the customer, in particular to his advices to own terms of business, is contradicted. At the latest with the acceptance of our product or other performances these conditions are valid as accepted.
(2) Divergences of these terms of business are only effective if they are confirmed in writing.
(3) Changes of our general terms and conditions are valid for every contract from introduction of the change.
2. Conclusion of the contract
(1) Our offers are not binding and are non-binding for repeat orders.
(2) Our employees in the field service are only entitled to conclusions of the contract and to the collection with our written authority.
(3) All samples, tests, analysis dates as well as advertising tips give only non-binding instructions to the average state of the product, unless certain qualities are expressly agreed as an owed state of the product between the parties. The acquisition of such guarantees about the state and durability of the product needs to her effectiveness of the written form.
(1) As far as no price is agreed, the calculation follows to in the delivery day for the delivered and taken amount with us to valid prices.
(2) By deliveries in company or legal persons of the public law the in each case valid legal value added tax is not enclosed in the prices.
(3) Are raised up to the delivery day on the production, turnover and transport to recumbent costs like customs, taxes, cargoes, are justified anew or the product on others has not gone up, by us kind to be represented (e.g., by prize increase with raw products and interproducts, production, storage, transport, sales, participation of governments or from these representatives, inevitably growing other routes of transport or medium), the purchase price to be paid by the customers increases accordingly or we can withdraw because of the not full share from the contract. This is also valid if a fixed price or tax, duty-free or freight-free delivery was agreed. By freight-free deliveries the agreed price is valid only under the condition, unchecked transport. Any less charge. Small water or ice surcharges and other special charges go to costs of the customer.
(4) Should customs purpose and or be delivered tax-favoured, the permit corresponding to the intended purpose is to be presented to us on time before the delivery. If the permit is not given or taken away again, we will deliver the goods taking into account the inch applying during the day for the delivery and rates of taxation.
(1) The choice of the warehouse of delivery or departure warehouse is left to us.
(2) We are entitled to part deliveries.
(3) If all customers are not able in full extent is supplied, we are entitled taking into account the respective circumstances to allocate relatively the delivery, to limit, to stop or to deliver bought more product after our choice.
(4) The dispatch to entrepreneur or people of the public law follows for invoice of the customer, if expressly other is not agreed. Provided that nothing else is agreed, we determine dispatch kind, forwarding agent and / or carrier. Insurance follows only at explicit wish of the customer without cost allowance. The danger goes over in the handing over to the forwarding agent or carrier, at the latest with abandonment the dispatch / place of delivery, including the seizure on the customer.
(5) Without sticking for it we take care by dispatch on customer's invoice of the most favorable transport. The unconditional acquisition of the consignment by the carrier or warehouse keeper is valid flawless state as a proof and excludes under reserve of the rebutting evidence claims against us because of decrease in weight and damage.
(6) By freight-free delivery the delivery follows in the street tanker no delivery charge prepacked product freely station or at the place one of our warehouses no delivery charge.
(7) The statement of the amounts decisive for the calculation follows for all goods in the plant of delivery or warehouse, with delivery through tanker with stamped measuring devices by means of this. She is binding for the customer and is laid to the calculation to reason.
(8) By deliveries in Umschließungen of the customer we are not obliged to check this for suitability, cleanness or capacity. Lending bundles and Umschließungen are immediately to be emptied and to send back immediately freight-free and gratis, in pure and intact state, with the exception of such bundles which are not market-customary rücknehmbar and go over in the delivery in the property of the customer. With not complete emptying we do not compensate for the rest. Originating cleaning expenses go of pressing of the customer. The customer carries the danger for loss and damage of the Umschließung before return.
(9) If delivery deadlines are not agreed, the purchased product must be taken immediately. With not timely call or not timely purchase we are entitled regardless of other rights without new offer to block the due amounts to the customer on his expenses and danger or to take in stock and to calculate as delivered or to refuse the delivery. In these cases of the acceptance default as well as by injury of other cooperation duties of the customer the customer sticks for the damage resulted to us, including any additional expenditures. The danger of the accidental setting or the accidental deterioration of the purchase case goes over at the time on the customer at which he gets in acceptance default.
(10) We stick for the observance of delivery deadlines or a certain entrance temperature only with explicit commitment and as far as to us a fault hits. We do not assume liability for delivery delays by others with the delivery, the transport, the transshipment etc. entrusted places or for the full exploitation of the load of the means of transportation.
(11) The customer sticks to us for the observance from him and his buyers to customs and tax on oil regulations to be noticed as well as for the purveyance and preservation of the necessary publicly juridical licences. If such licences are not given or pulled back later, we are entitled to adapt the purchase price accordingly.
5. Obstacles of delivery, force majeure
(1) Events or circumstances which complicate the fulfilment of the contractual liabilities to us considerably or make impossible permanently, all or part, namely immediately whether they enter with us or with our suppliers entitle us to push out the delivery at the duration of the impediment, to limit or to withdraw concerning the not full share from the contract. In this case we are also entitled, how in Ziff. To proceed 4 paragraphs 3. In this respect no claims for compensation are entitled to the customer. Liability on our part is excluded.
(2) War, terror, civil commotion, destruction of routes of transport, official measure, care crises, forms of industrial action count to the unusual events etc... The customer can require from us the explanation whether we want to withdraw or deliver within an adequate period. If we do not explain ourselves or we declare not to be able to deliver within the adequate period, the customer can withdraw concerning the not yet full share. Claims for damages no matter what kind are not entitled to the customer.
(1) Customary and technically inevitable fluctuations in state to us appearance of the product do not entitle to the shortage rebuke. Evident shortages of the product should be indicated by consumers immediately after reception of the product in writing. Objections of entrepreneurs and people of the public law are to be indicated at the latest within three days in writing. This is also valid for the case that the product is not handed over immediately to the customer, but to a third named by the customers or the customer passes on the product on his part. Other condition is that the product is still in the original state and is preserved to us the possibility of the check.
(2) Tests are valid only as a proof of the actual qualities of the complained product if opportunity is given us to persuade us of a flawless test withdrawal. The test must amount to least 1 kilogramme or to 1 litre. The expenses of the check sluggishly the being defeated party.
(3) As far as one shortage to be represented by us of the purchase case is given, we are entitled after our choice to the shortage removal (so far possibly) or to the spare delivery. Nevertheless, the choice between spare delivery or shortage removal is incumbent upon the customer when he acquires the product for not commercial purposes. In this case we are obliged to carry all necessary expenditure, in particular transportation costs, road expenses, labour cost and cost of materials., For the rest, we bear the costs only in this respect when these do not increase by the fact that the case is spent after another place than the place of delivery.
(4) If we are not able for the shortage removal or spare delivery or this is out of proportion financially or is delayed this after adequate periods which we have to represent or she misses in other manner, the customer is entitled after his choice to require decrease or to withdraw from the contract.
(5) Guarantee claims come under the statute of limitations within one year after which the customer has received the product, untill compelling legally differently regulated, in particular not compelling a consumer goods purchase is given, as well as for the damages called in paragraph 8.
(6) With other claims of the customer we stick for an easy carelessness only by injury of contract-essential duties and limits to the typical and predictable damage and the restriction on the typical and predictable damage is also valid if our liability is based on roughly negligent behaviour of our agents., For the rest, we stick by contract and external-by contract only for deliberate and roughly negligent breaches of duty. The called exclusions of liability and restrictions are also valid for the personal liability of our statutory agents, agent and assistant.
(7) Paragraph 6 is not valid for such damages which are based on the culpable injury of the life, the body or the health as well as for claims from §§1, 4 product liability laws.
(8) From us if we stick damages to be performed to be performed limits itself to typical with the conclusion of the contract predictable and exclusively the direct damage which corresponds at most to the triple value of the delivery.
7. Retention of title
(1) We reserve ourselves the property in the purchase case up to the payment of ours to all demands against the customer and with him affiliated company for the purposes of §§15 following companies act. The setting of single demands in a current invoice as well as the balance drawing and their recognition does not touch the retention of title. With behaviour contrary to the contract of the customer, in particular with default, we are entitled to withdraw from the contract; in this case the customer is obliged to return all reservation product located in his possession immediately on his expenses to one of our departure warehouses. After our choice we can also take back the reservation product. The customer permits to us for the case of the resignation already today an unchecked entrance of his or rented by him, leasehold or otherwise used property. In the withdrawal of the purchase case by us lies a resignation of the contract. We are authorised after taking back of the purchase case to their realisation. The realisation proceeds are to be credited on the liabilities of the customer less adequate administrative costs.
(2) The customer is obliged to treat devotedly the purchase case, to mark and if necessary to insure at own expenses against fires, waters and theft damages enough to the replacement value. He may process them, mix or use, as long as he is not in the default. He is not entitled to the Verpfändung or protective conveyance.
(3) With seizures or other interventions of third the customer has to inform us immediately in writing, so that we can lodge complaint according to §771 civil process order. As far as the third is not able to refund for us the judicial and extrajudicial expenses of a charge according to §771 civil process order, the customer sticks for the resulted financial loss.
(4) The property in the delivered product passes over only after entire payment of ours to all demands against the customer and against in him affiliated company after §§15 following companies act on the customer.
(5) The customer is entitled to resell the product standing in our property (reservation product) in the well-arranged routine. Nevertheless, he already resigns now all demands by height / of the invoice amount / amounts of our demands which arise to him from the wide disposal against buyers or third namely independently whether the purchase case has been resold without or with processing. For the collection of this demand the customer remains authorised also after assignment. Our right to draw the demand independently remains untouched. Nevertheless, we undertake not to draw the demand, as long as the customer to his bills of debt from the taken in proceeds follows, is not in the default and is put in particular no application for opening insolvency proceedings or a bankruptcy is given. If this is the case, we can require that the customer announces to us the resigned demands and the debtors, everybody the move makes to essential informations, the matching bases publishes and the debtors (third) informs of the assignment.
(6) If the purchase case with others, us does not acquire to belonging objects inseparably mixed, so we the joint ownership in the new case comparatively of the objective value of our purchase case to other mixed objects at the time of the mixture. If the mixture follows in the manner that the case of the customer is to be looked as a central issue, is valid as agreed that the customer transfers to us according to interest joint ownership. The customer keeps the resulted Only or joint ownership for us.
(1) We are to be required any time, also for conclusion of the contract entitled, for the protection of our demands, also of the not yet due ones, a sufficient margin and to make other advance performances on our part from this dependent. This is valid in particular if doubts about the credit standing of the customers, untercover or liquidity gaps appear etc. or the original credit volume increases.
(2) If our terms of payment are not fulfilled, we can require for other deliveries payments in advance or raise the equivalent by cash on delivery. Moreover, we are entitled, without it requires a reminder or settlement of an extension to refuse the delivery regardless of our other legal rights for the duration of the arrears and to stroke become due deliveries and / or the whole rest amount of the conclusion / or during this time and to give notice completely / or the existing contracts.
(3) The same one is valid if with the customer events enter which demonstrate his credit rating in question, or to us such circumstances available before conclusion of the contract become known only afterwards.
(4) We undertake to release in this respect the being entitled securities including the securities from the retention of title on demand of the customer when the realizable value of our securities exceeds the demands to be protected about more than 20%. The choice of the securities to be released is incumbent upon us.
(1) Provided that nothing else is agreed, the invoice amount is due without deduction with the delivery. The day of the delivery of the product is valid at the same time as an invoice date and is authoritative for the calculation of the respites. The payment is lawful only if we can dispose of the equivalent with validity in the day of maturity stated on the invoice on our bank account. On not timely payment interest by height of the bank-customary interest rate for grant of credit, at least however, 5% about the respective base interest rate announced by the German Central Bank becomes calculated. With the acts of legal significance in which a consumer is not involved the interest rate for remuneration demands amounts to 8% about the base interest rate.
(2) Practised or for an unlimited period agreed payment aims we can recant any time with adequate period. We are entitled to settle up part deliveries as separate shops.
(3) If we have agreed with the customer for the collection of the demand on a debit note procedure, e.g., on grounds of a debit entry order or a direct-debit authorisation, and this misses on grounds of a fact which is to be represented by the customer, all rest demands from the business relation become due between us and the customer immediately.
(4) A deduction of cash discount needs more specially written arrangement.
(5) Compensation right are entitled to the customer only if his counterclaims are ascertained legally, are recognised indisputable or from us. He is authorised to the exercise of a right of retention if his counterclaim is based on the same contractual relationship.
(6) Objections of the customer or differences of opinion of some kind justify no performance refusal right. We accept change and cheques only payment-half. Change only according to the special arrangement and we can require cash payment, nevertheless, any time again.
10. Complementary regulations
(1) Only German right is always applicable. The juridical ineffectiveness of single provisions of a contract does not touch the effectiveness of the contract, for the rest.
(2) Place of delivery for the delivery including the freight-free is the seat of our plant of delivery or departure warehouse. Place of delivery for all remaining performances including payments and exclusive jurisdiction for both shares is Bremen. Nevertheless, we are also entitled to sue the customer in his residence / business location or branch seat.
(3) We are entitled to store attacking personal dates within the scope of the business relation as well as to process in accordance with the legal regulations and to start. The customer agrees with the passing on of his dates necessary for a credit insurance to the credit insurer.
(4) Should single regulations become ineffective all or part, these regulations remain, for the rest, fully effective. Now the parties already are in agreement that ineffective by an effective, to both contracting parties reasonable regulation should be substituted which comes most near the economic purpose aimed with the ineffective regulations.