General conditions of sale
1.1. These General Terms & Conditions of Business (GTCs) form an integral part of every one of our quotations, of every order submitted to us and of all contracts coming into being through our acceptance of the same. This applies both to current and any future business relationships. Unless specifically agreed otherwise, the terms and conditions that apply between us and our contract partner are these GTCs. We enter into contracts exclusively on the basis of our GTCs.
1.2. Our contract partner agrees that, should it use any General Terms & Conditions of Business, in case of any doubt our GTCs are assumed to apply, even if no objection to the contract partner's terms has been raised. To this extent any actions on our part toward fulfilment of the contract shall not constitute agreement to any contract terms at variance with our GTCs.
2. Contract conclusion
Our quotations are subject to confirmation. Contracts only legally come into being when we confirm the order in writing or dispatch the goods. An order confirmation may be sent by letter, fax, e-mail, via the Internet or in any other electronic text form. We accept telephone orders only at the customer's risk.
3. Payment and client default
3.1. Our prices are ex works Bad Neuenahr. Unless specifically indicated to the contrary, all prices stated by us are exclusive of value added tax. In the event of any offsetting, the statutory value added tax shall be added to these prices.
3.2. All prices are quoted ex Bad Neuenahr and do not include packaging, freight, postage or insurance, or only after agreement. Our invoices are payable net after 30 days, unless otherwise agreed. Payment must be made even if the shippingof the goods after completion and notification of dispatch is not possible. If during the contract period any doubt about the solvency of the customer incurres, we are entitled to withdraw from all pending supply agreements or to demand advance payment for all remaining contracts to be fulfilled. In case we use one of these rights all outstanding invoice amounts become due for immediate payment.
3.3. By placing the order the purchaser confirms its creditworthiness and ability to pay. Should – even at a later date – justifiable concerns or doubts arise to the contrary, we shall be entitled to make the fulfilment of all contracts dependent on prepayment or provision of adequate security.
3.4. Should the purchaser fall behind in fulfilling its payment obligations, we shall be entitled to demand fulfilment of the contract and to seek compensation for late payment as well as, subject to setting a reasonable further deadline, to cancel the contract.
3.5. The purchaser shall be required to reimburse us for all costs of appropriate judicial or extrajudicial prosecution in Austria and/or abroad, including if the relevant foreign law does not have a provision for cost reimbursement as per German law.
4. Delivery and late delivery
4.1. In the absence of any specific agreement to the contrary, the costs and risk of transportation in the case of deliveries shall be borne by the purchaser.
4.2. For each order, the delivery time is determined based on the conditions on receipt of order. The metioned delivery times are non-binding. The delivery time is fullfilled with display of readiness for dispatch of goods if shipment of the goods is not possible without our fault. The agreed delivery period is extended for the period during whichthe purchaser is in default with his obligations. The buyer can not reject part shipments. Any excess of the delivery period does not entitle the purchaser to withdraw from the purchase agreement or to claim compensation
4.3. Acts of God or operational problems at our company or those of our suppliers that through no fault of our own hinder us from delivering the purchase item on the agreed date or within the agreed deadline shall put back the dates and deadlines stated in this provision by the duration of the disruption caused by said circumstances. If the disruption lasts longer than one month, the purchaser shall be entitled to cancel the contract.
5. Retention of title
5.1. Until full payment of all of the purchaser's payment obligations the purchase item shall remain our prop erty -
5.2. We are to be notified in writing without delay of any pledging or other distraint of the purchase item and of any opening or refusal to open due to lack of funds of any insolvency proceedings over the purchaser's assets.
5.3. In the event of the purchaser falling into payment arrears, we shall be entitled, subject to setting a reasonable further deadline, to demand the purchase item back. Enforcement of retention of title shall constitute a cancellation of the contract only if this is expressly declared.
5.4. Any selling on by the purchaser shall be permitted only if we are notified of this in advance, given the buyer's name / company and full address and only if we give our written consent to the sale. In the event of our consent the purchase price receivable shall be deemed even now assigned to us and we shall be authorised at any time to inform the third-party debtor of this assignment. The assignment is to be made clear in our contract partner's accounts accompanied by the date and our company name or to be notified to the third-party debtor.
The buyer is obliged to consider the suitability of products for his intended purpose, because we usually do not know this purpose and for this reason a prophylactic, targeted control by us is not possible. For this reason, the liability is limited to exchange or replacement. The deciding factor for quality and execution is the sample which we submitted to the buyer. Complaints must be submitted without delay and at the latest within 10 days of receipt of the goods. Verbal and telephone complaints are only effective if and only to the extent that they are confirmed in writing within 2 days after the notification. Direct delivery to third parties by us or re-delivery by the Purchaser does not extend the notice period.
7. Jurisdiction, applicable law and place of execution
7.1. The place of execution for both contract parties shall be our head office in Bad Neuenahr, Germany.
7.2. Responsibility for determining all disputes arising from or in connection with this contract shall lie with the properly competent court for the city in which our company is based. We, however, also have the right to sue at the courts with general jurisdiction for the contract partner's location.
7.3.German law shall apply. No referrals or references forward shall be allowed. The UN Sale of Goods Act shall not apply. The contract shall be made in German.
8. Written form
Any oral agreements shall be binding only if confirmed by us in writing. In order to be valid any contract addenda or amendments as well as any side agreements shall require the written form. Any deviation from this requirement for the written form must also be in writing.
9. Passing on data
9.1. We use data from contract partner's record only for processing the order and fulfilling the contract.
9.2. We never pass on personal data to any third party without the express consent of the person involved, who may revoke such consent at any time. Excluded from this are our service providers, who need data transferred to them for order processing, and official authorities as part of our fulfilment of legal obligations.
10. Other provisions
10.1. All references to legislation include any and all amendments or re-issues of said legislation, regardless of whether these occur before or after the date of signature of this contract.
10.2. Should any provision of these GTCs be or become wholly or partially invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. In place of the invalid or unenforceable provision such provision shall be deemed agreed as comes as close as possible to the spirit and intention of the invalid or unenforceable one. In the event of any omissions, such provision shall be deemed agreed as matches that which would have reasonably been agreed in terms of spirit and intent had the parties been aware of the omission from the outset.
10.3. Any and all translations are produced purely for our contract partners' information. In the event of any contradictions or ambiguities between multiple language versions, the German version shall be definitive. .