1. Scope of Validity

a) Our offers are always subject to these General Conditions of Sale, including for future business.
b) Deviations from these General Conditions of Sale, and in particular purchaser’s conditions, shall be effective only if expressly confirmed by us in writing. Otherwise the purchaser’s general terms of business shall be opposed.

2. Offer

Our offers are always without obligation as regards price, delivery period and availability. A written offer replaces any binding and/or verbal promises or agreements made. Orders do not become legally effective until receipt of our written or printed acknowledgment. Samples are always samples for inspection without obligation. All analytical data should be regarded as only approximate values including with respect to maxima and minima and do not constitute guarantees or quality stipulations.

3. Price, Calculation

a) The delivery weight and our prices effective at the date of conclusion of contract shall form the basis of invoicing. Prices are quoted in euros plus VAT at the rate in force.
b) If more than four months elapse between conclusion of contract and delivery, the currently valid list price may be used for delivery.
c) Unless otherwise agreed, prices are quoted for delivery of goods from delivery works or warehouse, inclusive of our standard packaging. If delivery of goods carriage paid is agreed, this shall be deemed carriage paid to purchaser’s receiving station, exclusive of haulage. Extra costs due to a special method of dispatch at purchaser’s request (such as express consignment, fast freight or air freight) shall be to the latter’s account.

4. Dispatch and Bearing of Risk

All shipments are sent at purchaser’s own risk even if carriage paid, FOB or CIF deliveries have been agreed. The risk of destruction or loss of or damage to the goods shall pass to the purchaser at handover of the consignment to the person carrying out transport. If dispatch is delayed for reasons attributable to the purchaser, the risk shall pass to the purchaser on the date when the seller is ready to dispatch and has notified the purchaser accordingly. Shipment shall be deemed to include shipment within the same place and shipment by seller’s employees and using seller’s vehicles. If the goods are collected by the purchaser, the risk shall pass to the latter when the seller has advised that the goods are ready for collection and the purchaser has not collected the advised goods within a reasonable time. Storage expenses after passing of risk shall be borne by the purchaser. In the case of storage by the seller the storage expenses shall be 0.25% of the invoice amount of the delivery items to be stored per week expired. The right to claim and prove other or lower storage expenses is reserved.

5. Delivery and Default in Delivery

Delivery deadlines and delivery periods, which may be stipulated as binding or non-binding, must be stated in writing. Delivery periods shall commence at conclusion of contract. Delivery deadlines and delivery periods shall be deemed met if the goods have been handed over to the shipping people or carriers. If a compensation claim is based on default in delivery and performance, Clause 9 of these General Conditions of Sale shall apply. Compensation claims shall be excluded in case of ordinary negligence if the purchaser is a legal entity under public law, a public-law special fund or an entrepreneur acting when concluding the contract in the exercise of his commercial or self-employed occupational activity. If during our default we are prevented from delivery by accident, we shall be liable with the stipulated limits of liability. We shall not be liable if the damage would have occurred even in case of timely delivery. If a binding delivery deadline or a binding delivery period is exceeded and we are in default merely by exceeding the delivery deadline or delivery period, the purchaser’s rights shall be determined by Clauses 3 to 6 of this paragraph. Force majeure or disruptions affecting us or our suppliers which through no fault of our own temporarily prevent us from delivering the object sold at the agreed date or within the agreed period shall alter the above-mentioned deadlines and periods by the duration of the disruptions caused by such circumstances. The purchaser may withdraw from the contract if such disruptions cause performance to be delayed by more than two months. This shall not affect other rights of withdrawal.

6. Payment

a) Our invoices are due immediately without deduction at delivery/handover of the goods to the purchaser or upon invoicing. Any agreements to the contrary must be set down in writing.
b) Discounting of bills shall require our consent. Discounting shall take place as conditional payment. Discount, bill expenses, stamp duty on bills and similar expenses shall be to the purchaser’s account.
c) The purchaser shall have a right of set-off against our claims only if the purchaser’s counter-claim is undisputed or if enforceable judgment has been passed; the purchaser may assert a right of retention only if it is based on claims arising from the underlying contract of sale.

7. Defects

a) Sections 377 and 378 of the German Commercial Code shall apply between merchants, with the proviso that defects must be notified in writing.
b) Goods that are the subject of complaint shall not be sent back to us without our express agreement.

8. Warranty

In the case of a justified complaint the purchaser shall at our option first be entitled to repair free of charge or replacement. If this is unsuccessful, i.e. in case of impossibility, unreasonableness, refusal or unreasonable delays in carrying out the repair or replacement, the purchaser may withdraw from the contract or reduce the purchase price appropriately.

9. Liability

If the purchaser has a statutory compensation claim because of defectiveness, the amount of our liability shall be limited to the typically foreseeable average loss occurring. This shall not apply in cases of intent and gross negligence or to damage due to injury to life, limb or health. The period of limitation for all the purchaser’s rights in connection with a defect in the item delivered shall be shortened to one year. The shortening of the period of limitation shall not apply if the item delivered has been used in a construction and has caused its defectiveness, or in cases of intent and gross negligence or to compensation claims due to injury to life, limb or health. The shortening of the limitation period shall likewise not apply if the purchaser takes recourse because a claim has been made against him or against a purchaser further down the supply chain by a customer because of the defect. In the event of breach of contractual obligations that are essential to attainment of the contractual purpose we shall be liable in cases of ordinary negligence only up to the amount of the average foreseeable loss typically occurring. This shall not apply to damage due to injury to life, limb or health. As regards breach of other contractual obligations we shall be liable only if the breach is based on intent or gross negligence. This shall not apply to damage due to injury to life, limb or health. The above provisions shall apply analogously to non-contractual compensation claims, in particular claims based on tort, with the exception of claims under the Product Liability Act. The limitation of liability shall also apply in favour of our executive bodies, employees, workers, staff, representatives and agents.

10. Retention of Title

a) The seller shall retain title to the goods delivered as security for all the seller’s claims against the purchaser arising from the business relationship. The seller’s title shall extend to the new products created by processing conditional goods. Processing shall be carried out on behalf of the seller as manufacturer. In case of processing, combination or mixing with things not belonging to the seller, the seller shall acquire joint ownership in proportion to the invoice value of its conditional goods to the invoice values of the other materials.
b) The conditional purchaser hereby assigns all claims arising from disposal of conditional goods including bills of exchange and cheques to the seller as security for the respective claims according to clause a). In case of disposal of goods that are the joint property of the seller, assignment shall be limited to that part of the claim corresponding to its co-ownership share. In the case of processing in the context of a contract for services the claim for compensation for work is hereby assigned to the seller in the amount of the proportional amount of its invoice for the jointly processed conditional goods. If the conditional purchaser is in an open account relationship with its customers, assignment shall extend, in the amount of the seller’s claim, to the conditional purchaser’s positive balance on the account resulting at the next closing of accounts. If this does not cover the seller's claim, assignment shall extend to all the conditional purchaser’s subsequent positive account balances following the respective closing of accounts until the seller’s claim is covered.
c) The conditional purchaser hereby assigns all claims to the seller arising in place of the conditional goods or otherwise arising with respect to the conditional goods, such as insurance claims or claims based on tort in case of loss or destruction.
d) If the conditional purchaser is willing and able duly to fulfil its obligations towards the seller, the conditional purchaser shall be entitled to dispose of the goods that are the seller’s property or joint property in the ordinary course of business and revocably authorized to collect the claims assigned to the seller. Revocation shall take place only in case of realisation. The conditional purchaser shall not carry out transfer of ownership by way of security, pledging or assignment of claims, including by factoring, without the seller’s prior written consent.
e) In the event of third party seizure of conditional goods, in particular by distraint, the conditional purchaser shall immediately make the third party aware that they are the seller’s property and inform the seller accordingly to allow the seller to assert its ownership. If the third party is unable to reimburse the seller’s judicial and extrajudicial expenses incurred in this connection the conditional purchaser shall be liable to the seller for such expenses.
f) Taking back of conditional goods shall be deemed withdrawal from the contract only if the seller has expressly declared this in writing.
g) If the value of the securities exceeds the claims to be secured by more than 10% the seller shall at the purchaser’s request release securities to that extent at its option.
h) If the seller withdraws from the contract due to breach of the contract by the purchaser, in particular in case of delay in payment (case of realisation) the seller shall be entitled to demand the return of the conditional goods or, at its option, to revoke the collection authorisation and collect the claim itself.
i) If retention of title is not permissible or is permissible only subject to limits according to the legal provisions in force in the purchaser’s country, the seller’s rights described above shall be limited to the legally permissible extent.

11. Trade Marks

Trade marks may be used in connection with products repackaged or prepared by the purchaser only with the trade mark owner’s special written consent.

12. Validity

Should any individual provision of these General Conditions of Sale be or become wholly or partly ineffective, the validity of the remaining provisions hereof shall in no way be affected.

13. Place of Performance and Jurisdiction

a) The place of performance shall be Büren.
b) The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, including claims arising out of bills of exchange and cheques, shall be Büren. The place of jurisdiction shall likewise be Büren if the purchaser does not have a place of general jurisdiction in Germany, moves his residence or usual place of abode outside Germany after conclusion of contract or if his residence or whereabouts are not known at the time of raising the action. The purchaser’s residence shall at our option be the place of jurisdiction for our claims against the purchaser.
c) German law shall apply. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.