General Terms and Conditions of Sale
§1 Application
(1) These term and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
(2) These terms and conditions of sale shall also govern all future transactions with us and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) These terms and conditions of sale shall only apply towards entrepreneurs, governmental entities or special governmental estates.
§2 Offer, Acceptance
(1) Our quotations are always subject to our confirmation.
(2) Insofar as an order constitutes an offer we are entitled to accept the offer within two weeks.
(3) We reserve the ownership and the copy right of all images, drawing, calculations and other and/or similar documents handed over or disclosed to the purchaser. In case that our documents handed over are marked as “confidential” the purchaser is obliged to keep those documents and information under strict confidentiality.
§3 Prices, Payment
(1) Prices are ex works, exclusive of the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon.
(2) The purchase price is due and payable net within 30 days from the date of the invoice except as otherwise expressly agreed upon. From the due date default interest in the amount of 9% above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
§4 Offset, Right to Retain
(1) The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Delivery
(1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on nonperformance of the contact are reserved.
(2) In case of default in acceptance or other breach of duties to cooperate by the purchaser we are untitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
§6 Passing of Risk, Shipment
If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.
§7 Retention of Title
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchaser price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processes or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10%, we are obligated, upon our election, to release such securities upon the purchaser’s request.
§8 Warranty
(1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by the applicable law.
(2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchaser price or to withdraw from the contract.
(4) Any reductions in weight as a result of product-specific moisture loss after the goods have been dispatched shall be borne by the purchaser. In such case the dispatch weight shall remain authoritative for the price calculation.
§9 Liability
(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(3) Any liability not expressly provided for above shall be disclaimed.
§ 10 Force Majeure
(1) Neither Party hereto shall be liable for any breach of its obligations hereunder (other than in respect of payment obligations) resulting from causes beyond its reasonable control (“Event of Force Majeure”). Each of the parties agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
(2) If a default due to an Event of Force Majeure shall continue for more than ten weeks, the Party not in default shall be entitled to terminate the agreement concerned. Neither Party shall have any liability to the respective other party in respect of the termination of an agreement as a result of an Event of Force Majeure.
§11 Applicable law, Jurisdiction
(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Oldenburg (Olbg), Germany.