General Conditions of Sale, Delivery and PaymentUnless otherwise specifically agreed in writing the following terms and conditions apply.
I. OffersDocuments and diagrams, drawings, weights and measurements belonging to the offer are only approximate unless they are expressly defined as binding. Cost estimates, drawings and other documents remain the property and under copyright of the supplier; they may not be disclosed to third parties. The supplier is obliged not to disclose plans defined by the client as confidential to third parties without the client’s authorisation.
SCREENING AND DRYING TESTS: If required, the client is obliged to provide the supplier with sufficient quantities of the material to be processed free of charge for testing purposes. This material and the data derived from it form the basis of the delivery.
II. Scope of deliveryThe supplier’s written order confirmation is binding for the scope of delivery. If the supplier has made an offer valid for a certain period of time which has been accepted within this period, the offer is binding unless an order confirmation is subsequently issued within the period. Additional agreement and amendments must be confirmed in writing by the supplier.
III. Prices and paymentUnless otherwise specified prices are ex works, exclusive of packing and loading. Value added tax at the applicable rate will be added to all prices. If the prices of raw materials, wages, freight and similar items go up, the supplier is entitled to demand a reasonable surcharge. Bills of exchange, checks and other securities as well as assigned receivables and other collateral are only accepted by the supplier by way of payment under reserve of timely and full discharge. If bills of exchange and checks are accepted, the supplier is not liable for timely presentation and protest. If receivables are assigned the supplier is not obliged to take legal action to recover the amount assigned. Only payments made directly to the supplier discharge the payment obligations. If payment is delayed interest will be charged at the applicable bank rate for unsecured company loans including expenses, without prior notification and without prejudice for other claims. If payment by instalments has been agreed and an instalment is not paid on time, in full or in part, the total outstanding amount becomes due and payable immediately. Regardless of the method of payment agreed, the supplier is entitled at his discretion either to demand immediate payment of the full purchase price or to withhold delivery until payment is received or to cancel the contract if after the contract has come about the payment claim is discovered to be at risk as a result of the client’s circumstances. This applies regardless of whether the risk occurs before or after the contract came about. Such a risk is deemed to have occurred if a bill of exchange received from the client is protested. Payments may not be retained or offset against any counter claims from the client that are disputed by the supplier.
IV. Time of delivery, delayed delivery
V. Passing of risk and acceptance
VI. Retention of ownership
VII. Liability for DefectsThe supplier is liable for material defects and defects of title of the delivery item, excluding further claims, except as provided in Section VII Guarantee, as follows: Material defects
IX. Statute of limitationsAll claims by the client on whatever legal grounds are subject to prescription after 12 months. For deliberate or fraudulent conduct and for claims under the German Product Liability Act the statutory limitations apply. They also apply for defects to a building or for delivery items which in accordance with their normal use were used for a building and caused it to be defective.
X. Place of performance, jurisdiction and applicable lawThe place of performance for both parties is the registered office of the supplier. Any disputes are to be resolved by the court at the supplier’s place of business in 76829 Landau/Pfalz. The supplier is also entitled to bring legal action at the client’s place of business. The law of the Federal Republic of Germany applies to the contractual relationship. UN commercial law (United Nations Convention on Contracts for the International Sale of Goods, dating from 11.04.1980) does not apply. In case of legal action brought before the relevant foreign courts for the client’s place of business the supplier can waive the application of German law, whereby the supplier’s conditions of delivery and payment are to be applied to the extent permitted.
XI. Subsequent ordersThese conditions of delivery also apply to subsequent orders and orders for repair work which are not expressly confirmed in writing.