1. Exclusive validity and recognition of our General Terms and Conditions of Business

1.1 These General Terms and Conditions (GTC) shall apply exclusively to our deliveries and services. Other deviating terms and conditions of the customer shall only apply if they have been explicitly accepted by us in writing.

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2. Offers - Subsidiary Agreements - Contractual Content

2.1 All offers are non-binding. The written order confirmation shall be authoritative for all parts of the contract. Changes, verbal promises and agreements are invalid without written confirmation.

2.2 Subsidiary agreements to our offers and order confirmations require our confirmation to be valid.

2.3 We reserve the right of ownership and copyright to our quotation and other quotation or contract documents. These documents may not be made accessible to third parties and must be returned to us immediately if requested.

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3. Pricing

3.1 Unless otherwise specified, our prices are quoted in euros strictly net ex works, plus the respective applicable value added tax, freight and packaging.

3.2 The agreed prices are based on the wage, material and energy costs applicable at the time of conclusion of the contract. If such costs increase up to the time of delivery, we may charge a proportionately increased price within the framework of the percentage share of these costs in the agreed price.

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4. Delivery - Shipping

4.1 Delivery is always ex works. We reserve the right to deliver 20% less or more.

4.2 The delivery time requires our written confirmation and is deemed to have been met as soon as the goods have left the warehouse or the customer has been notified in writing that the goods are ready for dispatch.

4.3 Delayed submission of releases and approvals on the part of the purchaser as well as delayed receipt of any agreed advance payments shall extend the delivery time accordingly.

4.4 The goods shall be shipped exclusively at the risk of the recipient. The risk shall pass to the orderer upon handover to the forwarding agent, carrier or other transport person upon start of the loading process, but no later than upon leaving the factory. In the case of a delay in dispatch for reasons attributable to the Purchaser, the risk shall pass upon notification of readiness for dispatch.

4.5 Additional freight charges resulting from special requests of the purchaser shall be paid by the purchaser.

4.6 Partial deliveries are permissible unless expressly agreed otherwise.

4.7 Delays in delivery due to force majeure, strikes, lockouts or other lawful industrial action, operational disruptions, late or defective deliveries by upstream suppliers shall release the Seller from its delivery obligation in whole or in part for the duration of the impediment or its after-effects and shall not lead to a delay or to compensation for damages.

4.8 Deadlines and dates agreed for our deliveries are only approximate; they are only legally binding if this is expressly agreed in writing. In the case of delays in partial deliveries, the customer may not assert any rights in respect of the remaining partial quantities. If a time limit for acceptance has been fixed, the seller shall comply with it as far as possible. In the case of delays, the purchaser must allow a period of grace of 4 weeks.

4.9 If we do not receive any special shipping instructions, we shall ship the goods by the most favourable shipping method at our discretion. We shall only insure consignments at the explicit request of the customer and then at the customer's expense.

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5. Goods

5.1 The goods delivered by us shall be inspected immediately by the customer in accordance with §377 HGB (German Commercial Code). Obvious defects must be reported to us in writing within 7 days of receipt of the consignment, and unrecognisable defects within 7 days of discovery. The goods shall be deemed to have been approved if we do not receive notification of defects within the aforementioned periods. Visible, possible transport damage etc. must be reported immediately upon receipt of the goods on the handover receipts of the forwarding agent or other carrier and confirmed by the person handing over the goods. Transport damage notified subsequently without confirmation of damage shall not be taken into account for liability reasons.

5.2 In the event of an acknowledged complaint, we shall decide between new delivery and rectification of defects. Any further rights of the customer, in particular to withdraw from the contract or to claim damages, are excluded. The orderer cannot assert any rights with regard to the other partial deliveries due to defective partial deliveries.

5.3 If the customer does not fulfil his contractual obligations, we shall not be obliged to make subsequent deliveries or to replace the goods. In the case of improperly stored, processed or altered goods, all claims for defects against us shall lapse.

5.4 For technical reasons, the following deviations in material thickness are unavoidable and cannot be objected to:

                a) Material thickness: for Periamyl up to +/- 2 %

                b) Dimensions: for Periamyl up to +/- 2 %

5.5 Samples only show the approximate look of the goods.

5.6 In the case of Periamyl, differences in the colour shade of dyed material compared to templates and samples are due to technical manufacturing reasons and cannot be complained about.

5.7 The customer is entitled to process the delivered goods within the scope of proper business operations.

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6. Liability for defects and delivery

6.1 We do not assume any liability for the suitability of our goods for a specific purpose or for the purpose intended by the customer for resale.

6.2 Any liability on our part for damages (irrespective of the legal grounds) for injury to body, life and health, in particular due to or in connection with defects of the delivered goods, faulty dimensions, impossibility, delay, unlawful acts (in particular producer's liability) is excluded.

6.3 The exclusions of liability also extend to claims against our organs, legal representatives, executive or non-executive employees and other vicarious agents or assistants.

6.4 If drafts and sample designs or other documents are submitted to the buyer by the seller for inspection and are not subsequently objected to by the buyer, the seller shall be released from any liability for objections that have not been objected to. Costs incurred as a result of the Buyer subsequently requesting changes shall be charged separately.

6.5 The limitations of liability regulated in point 6 apply in addition to the regulations formulated in the General Terms and Conditions.

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7. Payment

7.1 Invoice amounts shall be paid within thirty days without any deduction, unless otherwise agreed in writing. The date of receipt by the Seller shall be decisive for the date of payment.

7.2 The Buyer hereby assigns to us by way of security its purchase price claims resulting from a resale of the processed goods up to the amount of the invoice. Even after the assignment in the ordinary course of business, the ordering party shall remain authorised to collect the claims.

7.3 In the case of default in payment on the part of the customer, we may charge interest on arrears at a rate of 8 percentage points p.a. above the respective base interest rate plus value added tax. Our claims to compensation for further damage caused by delay remain unaffected.

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8. Retention of ownership

8.1 The goods shall remain the property of the seller until payment has been made in full. Until then, the buyer is not entitled to pledge the goods or to assign them as security without the seller's consent.

8.2 In the event of seizure, confiscation or other disposition by third parties, the buyer shall inform the seller immediately. If the seller asserts his retention of title, this shall be deemed to be a withdrawal from an unfulfilled delivery contract.

8.3 In the event of a deterioration of assets or default in payment, we may demand the return of the goods or make services not yet rendered dependent on the prior payment of the purchase price or the provision of securities.

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9. reservation of the right to withdraw

9.1 We have the right to withdraw from the contract if its fulfilment encounters difficulties which are insurmountable or the overcoming of which would require a disproportionately high effort in relation to the value of the performance to be rendered by us, which would exceed the limits of what is reasonable for us. Claims for damages are excluded in this case.

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10. Infringement of third party rights

10.1 Insofar as we are required to deliver on the basis of documents made available to us by the customer, we shall not assume any liability for the infringement of third-party rights, in particular third-party copyrights or industrial property rights. The customer shall release us from all adverse consequences arising from such infringement of rights.

 

11. Applicable law - place of performance - place of jurisdiction

11.1 Place of performance is Ratekau. The place of jurisdiction for both parties is Lübeck. German law shall apply to all contracts. The application of foreign legal systems is excluded, as are the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).

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12. Partial invalidity

12.1 The invalidity of any provision of these General Terms and Conditions shall not affect the remaining provisions.