General Terms and Conditions of Sale
I. General Terms
The Seller does not accept any term and conditions other than those contained in a valid written contract between Buyer and Seller for goods ordered hereunder. If there is no written contract, then (a) the Seller accepts only those conditions set forth below and (b) the Seller accepts the Buyer’s order only on the express condition that the Buyer assents to these general terms and conditions of sale, and (c) acceptance of the goods by the Buyer shall constitute the assent to these terms of sale.
The provisions of “Incoterms 1953“ as published by the International Chamber of Commerce are hereby made a part or these terms by reference, to the same extent as if the said provisions were fully set forth herein.
II. Offer and Delivery
- The offers are subject to chance without notice and are not binding for subsequent orders.
- The contract of delivery becomes valid only after the Seller has confirmed in writting acceptance of the order. Changes, verbal confirmations and agreements are not valid without written consent.
- The Seller reserves the right of making unavoidable variations in quality, purity, colour of other characteristics of the product. The Seller accepts liability insofar as these variations prove to be defects in materials.
- Deliveries up to ten per cent in excess of less than the ordered quantities are permitted.
- Part deliveries are permitted. Each part delivery shall be considered as a separate transaction.
- All sales are subject to reserving the right to the laws of probability. In the sense of “Force Majeure”, that is to say in all cases where the Seller is not at fault for the non-fulfilment of the contract. The Seller is, therefore, entitled to partially or completely withold responsibility for making delivery when it is not possible for him to carry out the delivery due to Acta of God, breakdown, transportation obstacles, strikes, delivery difficulties on the part of the Seller’s supplier, official restriction or any other occurence beyond his control. In this case the Buyer has not right to a replacement delivery or to compensation.
III. Prices and Payment Terms
- Valid prices are quoted on the reverse hereof.
- Valid terms of payment are laid down on the reverse hereof.
- Cheques and Bills of Exchange are recognised as payment only after they have been honoured.
- The witholding of payments by the Buyer, even in the event of rejections, is not acceptable.
- In the event of delayed payment by the Buyer, the Seller is entitled, without prior notice and without prejudicing hir right, to claim full refund of the losses incurred by the delay in payment but in any event not less than the amount of the interest for bank credits valid at the time of delivery.
- The delivered goods remain the property of the supplier until such time as all payments due to the Seller in accordance with the contract are fully settled by the Buyer. This also applies where several or all payments due to the Supplier are put on current accounts and the aggregate balance is agreed. The enforcement of the right of reservation of title does not validate with a withdrawal from the contract. The Buyer transfers to the Seller with immediate effect to the title to his accounts receivable in the amount of the value of the goods subject to reservation, which amount is in accordance with our involce. The delivered goods remain also the extend property of the Supplier.
- The Seller reserves the right to change confirmed payment terms during the contract period in the event of change in the status of the Buyer, such as financial difficulties, suspension of payments, prosecutions, death etc.
IV. Delivery Delays
- Penalties and other claims due to delivery delays are excluded.
- The delivery is made at Buyer’s risk of loss an/or damage, irrespective of the agreed delivery conditions.
- In order to be able to demand any claim for damages, any transport damages are to be reported immediately on delivery to the carrier of the freight an certified by the same.
VI. Claims and Indemnity
- The Buyer shall examine delivered material immediately upon receipt an prior to processing or re-sale. Failure of the Buyer to give notice of any claim with respect to material delivered within three (3) days after receipt of such material shall be an unqualified acceptance of such material and a waiver by the Buyer of all claims with respect thereto.
- In the event that part of a delivery is defective, a calim for the entire consignment is not admissible.
- Witholding payments or setting off against claims which are not recognised by us is not admissible.
- Claims in respect of part delivery shall be admitted by way of a replacement delivery. No additional claims are admissible.
VII. Recommendation and Warranty
- Advice given by the Seller as to the suitability and application of the materials is to the best of his knowledge and the risk of the Buyer. Whilst the Seller provides a recommendation it is still left to the Buyer to conduct his own tests and experiments. The Buyer should submit to the Seller notification in writing, at the time of placing the order, of the food and drugs administration regulations, relating to and which are in force in the country of the good’s destination, The Seller does not assume any liability for later claims in this respect
- Goods illtreated, badly stored, processed or altered are excluded from any warranty.
VIII. Place of Performance and Domicile
- This sale is governed by BRD law.
- Place of performance for payments is Bösel.
- Domicile for legal disputes shall be the place of residence of the Seller.