General Terms of Delivery and Payment
1.0 Scope of application:1.1 For all business relationships between our customer and us the following Terms and Conditions apply exclusively if the customer is a company, a legal entity under public law or a special fund under public law.
1.2 We acknowledge different, contrary or supplementary terms and conditions of the customer only if we have expressly agreed their validity in writing.
1.3 Our Terms and Conditions do not apply to business with end users. This shall not apply to the specification of retention of title pursuant to Section 5. Retention of title shall also be agreed with the end user.
1.4 The contractual relationships with our customers shall be exclusively subject to the law of the Federal Republic of Germany. The applicability of the UN Convention for Contracts for the International Sale of Goods shall be excluded.
1.5 Our offers are non-binding unless expressly agreed otherwise.
1.6 We reserve the right to make technical modifications as well as modifications with respect to shape, colour and/or weight where reasonable.
1.7 If our Terms and Conditions are already known to the customer, they shall also apply for future business relationships without renotification. Acceptance of our deliveries or services shall be deemed acknowledgement of our Terms and Conditions.
2.0 Conclusion of contract, obligations, agreement on quality:2.1 The confirmation of order and/or delivery note, indicating the item number and item description contains our delivery obligation and stipulates the quality of the contractual products to be delivered, including the content of the technical data sheet and safety data sheet existing for the respective product. With regard to storage stability, purpose, gloss level, drying times, compatibility and restrictions on use we refer to the content of the technical data sheet and safety data sheet in the version currently applicable at the time of delivery. The customer shall be responsible for making use of this information. If the currently applicable version of the technical data sheet and safety data sheet is not available to the customer, he can request such version from us.
2.2 For the agreement on performance and quality we exclude advertising information, contents of our brochures, where not referred to in our written confirmation of order and/or delivery note, and/or public statements by us, our employees and sales personnel including commercial agents.
2.3 We provide advice on applications to the best of our knowledge. All data and information concerning applications of our goods shall not represent an agreed quality and shall not exempt the purchaser from carrying out his own checks and trials of the suitability of the products for the intended methods and purposes.
3.0 Prices and terms of payment:3.1 The invoice amount shall be paid by the due date without deductions. Default occurs pursuant to Section 286 of the BGB (German Civil Code). In the case of bank transfers, payment shall be deemed to have taken place only if the money is available to us and cleared on the account indicated by us on the due date. Discounts and rebates shall only be granted subject to special agreements.
Deduction of discounts on new invoices shall be excluded where the payment of older invoices is still due. The submission of bills of exchange shall not constitute payment and shall be permitted only with our prior consent as conditional payment. Discount and bill of exchange charges shall be borne by the customer.
3.2 Unless expressly agreed otherwise, our prices shall apply in accordance with our current price list ex our warehouse plus packaging and value added tax as currently applicable in Germany. Value added tax shall not be charged to foreign customers subject to statutory provisions and tax guidelines as currently applicable.
3.3 If a different payment deadline is not stipulated in our confirmation of order, default occurs pursuant to Section 286 of the German Civil Code. Interest shall be calculated by us at least in the statutory amount (Section 288 of the German Civil Code). The user and the customer shall be at liberty to demonstrate greater or less damage.
3.4 Our customer may offset our claims only by means of uncontested or legally established claims. Offsetting of claims with contested claims shall be excluded between the customer and us.
3.5 Cheques shall be accepted only as conditional payment.
3.6 If agreed terms of payment are not observed, we shall be entitled to demand immediate cash payment of all our outstanding claims. Any right of offset due to possible counterclaims may be asserted by the customer only if such counterclaims are acknowledged by us or are legally established.
4.0 Delivery deadlines and dates, passing of risk:4.1 Delivery deadlines and dates shall be specified by individual agreement.
4.2 If we are prevented from meeting delivery deadlines and dates and from fulfilling our obligations due to circumstances and events beyond our control, such as interruption of operations, delays with our suppliers, hindrances in deliveries of raw materials and supplies to us due to measures taken by authorities, embargoes, strikes, lockouts, force majeure or damage due to natural forces with us or our suppliers, we shall exclude the meeting of delivery deadlines and dates. These shall be shifted by the length of the period of hindrance. If delivery is impossible for the above-mentioned reasons, we and our customer shall be mutually released from existing obligations. Damage claims arising herefrom shall be excluded.
4.3 Non-returnable packaging shall not be accepted by us: in lieu hereof we shall provide the customer with the name of a third party who shall make such packaging available for recycling in accordance with the Packaging Ordinance.
4.4 Part consignments reasonable for the customer are permissible.
4.5 Where collection is agreed, the risk of accidental destruction and of accidental deterioration of delivered items shall pass to the customer with the notice to the customer of readiness for shipment when the goods are handed over by us to the freight carrier. The method and route of dispatch shall be chosen by us. Additional costs arising due to different wishes of the customer shall be borne by the customer.
5.0 Retention of title:We shall as the seller retain title to the delivered goods until the fulfilment of all payment obligations of the customer. We expressly exclude the application of Section 449 of the German Civil Code. At the customer’s request, we undertake to release the securities to which we are entitled in the amount by which the value of our securities exceeds the claim to be secured by more than 20%; the selection of the securities to be released shall be our responsibility. The customer may apply, mix, blend and sell the goods in the proper and customary course of business. Pledging or transfer of ownership by way of security on the part of the customer shall not be permitted. Attachment and seizures by third parties shall be notified to us immediately. The customer shall already assign to us all claims arising from the resale of goods subject to retention of title; we shall accept such assignments. The same shall apply to claims from contracts for services and agency agreements, during the performance of which retention of title ceases to apply. In case of the sale of goods to which our customer and his customer have joint title after application, mixing or blending, assignment in advance shall cover a part claim in the amount of the invoice value of such applied, mixed or blended goods of the seller. The same shall apply if our goods subject to retention of title are resold together with other goods. If the customer does not fulfil his obligations towards us, and if in particular a payment is not effected in accordance with the terms of the contract or the customer falls into financial difficulties, the seller may take possession of the goods.
6.0 Disruptions in performance, breaches of obligations, material defects and defects in title, liability:6.1 Our customer shall be responsible for immediately checking the products delivered by us for observance of the agreements on quality in particular for material defects and defects in title, and for notifying us of any such defects in writing within a period of 14 days.
6.2 In the case of breaches of our obligations and the agreement on quality with respect to our goods we shall have the right vis-à-vis the customer to elect to remedy the defect by replacement or in another manner within a reasonable period. Such remedy shall be limited to two attempt. If the breach of obligations or deviation from the agreement on quality occurs after further use of our products at a place of delivery of the customer at his customer, the customer must give us the opportunity to exercise our right to remedy the defect.
6.3 In the case of slight negligence our liability shall be limited to the direct average amount of damage foreseeable according to the type of product and typical for the contract. This shall also apply in the case of slight negligence on the part of our statutory representatives or servants. We shall not be liable towards companies in the case of minor violations of immaterial contractual obligations. The above-mentioned liability restrictions shall not concern claims of the customer arising from product liability. Such liability restrictions shall also not apply in the case of personal injury and injury to health imputable to us or loss of life of the customer.
7.0 Guarantee declarations:7.1 Any guarantee declaration shall be made separately in writing.
7.2 A guarantee shall only be effective if it is personally signed by a sole authorized signatory or joint authorized signatories consisting of two company directors or one company director and an authorized signatory.
7.3 Quality provisions and performance descriptions shall not contain guarantee declarations. The acceptance of implicit guarantees is expressly excluded.
8.0 Data privacy:8.1 We are entitled to collect, store, modify, transmit or use customer data which we have received from our customer in the course of the business relationship where the customer is entitled to possess such data.
9.0 Place of performance and legal venue:9.1 If our customer is a businessman, a legal entity under public law or a special fund under public law, we agree the following:
a) The place of performance for all liabilities arising from the business relationship or the single contract is Ulm.
C1 b) The legal venue is, at our discretion, our registered office in Ulm or the general registered office of the customer. This also applies to disputes in relation to deeds, bills of exchange or cheques.