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Conditions of Sales and Delivery I. General Our quotations are subject to change. Orders must be acknowledged in writing to become legally effective. We retain ownership to moulds tooled by us or for us, even if they are charged pro-rata to the buyer's account. We reserve the right to deliver amounts up to 10% in excess or short of order for parts not customarily kept in stock. Delivery will be made ex works. Shipment will be made on buyer's account and at buyer's risk. Packing will be charged at cost and will principally not be taken back. We reserve the right to choose the shipping mode. We will deliver exclusively on the basis of our own General Standard Terms and Conditions. Buyer's conditions of purchase will be accepted only if we have confirmed their inclusion in writing. II. Periods of delivery Delivery deadlines and periods are always only approximate unless they were expressly fixed as unconditionally definite. The buyer may not refuse delivery in installments. Should we default on performance, the buyer - upon expiration of an appropriate extension of time - may step down from the contract to the extent the goods have not yet been declared ready for shipment at the time the extension of time expires. Any claims for damages may not be asserted. Any events classifiable as Acts of God (force majeure) entitle us to delay delivery for the duration of the restraining condition and an appropriate start-up period thereafter or to step down from the contract entirely or in part for the part of the contract not yet fulfilled. Acts of God are equal to strikes, lockouts and other events, which significantly impair our ability to deliver or to fulfill the contract or make such delivery or performance of contract impossible, also for economic reasons, irrespective of whether these adverse conditions are suffered by us, by a subsupplier or by any other entity. Goods ordered on call-off must be accepted no later than 12 months after written confirmation of the purchase order. III. Terms of payment Unless confirmed differently in writing, invoices are due for net payment no later than 30 days after the invoice date or no later than 14 days after the invoice date with a 2% discount. Prices are quoted without legal VAT. Subtraction of discounts for payment of our invoices will be accepted only if all due invoices are paid. In order to compensate for loss of interest incurred by us due to overrunning time allowed for payment, we will charge interest on arrears in amount of 5 % over the respectively valid base interest rate acc. to § 1discount-rate transition laws. All our receivables are immediately due for payment irrespective of the term - for example of any bills of exchange accepted or credited on account of performance - if any contractual obligations, especially those referring to payment, are not met or if we become aware of any circumstances which impair the buyer's credit standing. In such case we are entitled to make any outstanding deliveries only against payment in advance and we are entitled to collateral being provided in customary scope and nature for all accounts receivable. IV. Retention of ownership We retain title to all delivered goods (conditional commodity) until all existing accounts outstanding and those coming into effect after conclusion of this contract are paid, specifically also the respective balance of debts. Any processing or treatment of the conditional commodity is performed for us as producer as defined in § 950 BGB (German Civil Code) without any commitment arising for us. Processed or treated items are considered conditional commodities; the buyer holds these in safe custody for us. In case the conditional commodity by way of processing, working or integration by the buyer into items owned by third parties is transformed into a new item or a commingled item, we are entitled to co-ownership in the ratio reflecting the invoice value of the conditional commodity in relation to the overall value of the new item and/or commingled item. In case the conditional commodity is combined with other items and the created item belonging to the buyer is the principal item as defined in §947 sec. II BGB, the buyer already now transfers to us his co-ownership in the ratio reflecting the invoice value of our conditional commodity in relation to the overall value of the new principal item. The buyer is authorized to sell our goods in the scope of his ordinary business activities, provided that his receivables from such sales pass over to us. These receivables and all associated ancillary rights are assigned to us already now. If the conditional commodity is sold by the buyer together with goods not purchased from us, the assignment of the receivables from resale applies only in the amount of the invoice value of our conditional commodity. The buyer is authorized to collect receivables from resale until we revoke such right. Upon our request, the buyer shall provide us with the names of the debtors of the assigned receivables. The buyer's right to possess the conditional commodity expires if he fails to fulfill his obligations from this agreement or other agreements. In such case, we are authorized to take possession of the conditional commodity. In case the value of the provided collateral exceeds the receivables by altogether more than 20%, the buyer may insist upon release of collateral to that extent at our option. The reclaim of items under reservation of ownership in case of buyer's lack of conformity with the contract, especially delay in payment, shall be construed to be rescission of contract only if we expressly state such rescission of contract in writing. Should the legal system in effect in the country in which the delivery item is located not allow reservation of ownership, but instead allow the seller to reserve other rights to the delivery item, we are entitled to exercise all rights of this nature. The buyer is obligated to assist with implementation of the measures we elect to take to protect our ownership interests in the delivery item or other rights in lieu of these. V. Performance and place of jurisdiction Place of performance for our deliveries is the respective shipping location of the goods. The seat of our company shall be place of performance for all buyer obligations. The seat of our company shall be place of jurisdiction, also for legal proceedings related to legal instruments, bills of exchange, and checks. We are authorized to bring charges against the buyer also at his place of jurisdiction. The laws of the Federal Republic of Germany shall govern exclusively the relation between us and the buyer. VI. Formal complaints Our technical advice and quotations are made with the utmost diligence under consideration of all parameter and circumstances known to us. All products are subjected to strict inspections during production at the manufacturer's plant and before being delivered to the buyer. Due to the variety of applications and interaction between products, we will principally not give any warranty for our recommendations. Any violations of patent laws are unintentional. DIN 7718 (2.75) applies to storage of elastomer articles. We are not liable for any damages caused by faulty storage of articles by our customers. Upon request, we will advise buyers about proper storage of articles ordered from our company. The buyer will immediately inspect deliveries as to their completeness and flawless condition. Complaints must be lodged to us immediately in written form. Complaints received by us later than seven days after delivery or complaints made only after processing or working the parts will not put us under obligation to give warranty. Should the goods show defects, the buyer at our option is obligated to have their quality assessed by a neutral qualified expert. All claims based on defects are null and void if the buyer fails to give us or our upstream supplier an opportunity to make an on-site inspection of the identity of the non-conforming goods and to inspect for the complained defects and if he fails to make samples available immediately upon request. All claims based on defects are also null and void for those items which after detection of a defect are worked or processed or are blended with other goods unless we have expressly approved of such measure. As long as the buyer fails to satisfy his obligations, we are under no obligation to give warranty. Warranty for recognizable and hidden defects or any lack of product quality which has been promised will be given only to the extent that we at our option will correct the defect by repair or substitute delivery. Any further claims, especially claims for damages including consequential damages, irrespective of their legal foundation, are excluded unless we acted with intent. VII. Miscellaneous In case individual clauses in these Conditions of Sales and Delivery are partially or entirely invalid, this shall not affect the validity of the remaining clauses. Supplier and buyer will observe the foreign trade and payments provisions in effect in the Federal Republic of Germany without further reference to such being required. The contractual partner will bear the risk in case export permits are not granted. DSP-Dichtungsservice Pidt GmbH print version recommend site |
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