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1.0 General
1.1 Our general terms and conditions of business (hereinafter referred to as T&C) provided as follows apply exclusively to all quotations, acceptance declarations, deliveries and services. We do not recognise any deviating customer T&C, unless we have expressly agreed to their validity in writing. Our T&C also apply even if we do not object or if we complete the delivery to the customer without reservation, whilst being fully aware of the customer's conditions deviating from our T&C. They apply to ongoing business relationships and likewise to all future transactions, even if they are not explicitly agreed upon once again.
1.2 Our T&C only apply to entrepreneurs and companies, legal entities under public law and public law special funds in the meaning of § 310 para. 1 BGB (German Civil Code).
2.0 Quotation, order, prices, payment
2.1 Our quotations, also those stated in catalogues etc., are always subject to change, unless it is expressly stated in writing that they are binding or the prices are agreed upon.
2.2 Orders must be accepted by us in order to become effective.
2.3 Prices are understood to be "ex works Grenderich“, plus packaging and the respectively valid value added tax. With regards to prices, those prices apply that are cited on our respective price lists at the time of our acceptance of the order. With regards to call-off orders with a period of more than 3 months, deliveries from the 4th month onward will be subject to the valid price list at that time. Should the price have increased by the time of performance fulfilment due to a change in the market price or an increase in the remuneration charged by third parties involved in performance delivery, the increased price shall apply. If this price exceeds the agreed price by 20% or more, the customer is entitled to withdraw from the contract. This right must be exercised immediately upon notification of the increased price.
2.4 Payments are only deemed remitted upon receipt by us or upon final crediting to our bank account; this also applies with respect to the timeliness of payment. The purchase price must be settled within 20 days of delivery and receipt of an invoice without any deductions. Deviating terms of payment must be agreed in writing.
2.5 Payments made by cheque and bills of exchange will only be accepted by us based on a separate written agreement and will only be accepted on account of performance and on the condition that they are eligible. The buyer shall bear any bank and discount charges, collection fees and taxes that may apply.
2.6 If the customer falls into payment arrears, the unsettled payment claim will incur interest of 8% above the respective base rate. We reserve the right to assert higher default damages. Insofar as we detect that our claim for compensation is at risk due to an inability to pay on the part of the customer, we are entitled to refuse the performance incumbent on us until the customer effects compensation or provides security for it. In this case we may set an appropriate grace period within which the customer at their discretion shall either effect compensation or provide security step-by-step against the performance. Following the expiration of the grace period we will be entitled to withdraw from the contract and/or demand compensation for damages or expenditure if the legal prerequisites are met.
2.7 The customer is only entitled to offsetting against such claims as are determined to be legally valid, undisputed or recognised by us. The customer is entitled to exercise a right of withholding insofar as their counter-claim is based on the same contractual relationship. The customer may only assign any claims against us with our written agreement.
3.0 Delivery, transfer of risk, costs
3.1 Delivery times and delivery deadlines are only binding if we have confirmed these in writing.
3.2 Delivery takes place at the risk of the customer. Unless we have received instructions stating otherwise, we will dispatch the delivery in the name and on the account of the customer and to the best of our knowledge; we will bill the customer for the relevant costs.
3.3 Should it prove to be impossible to comply with delivery times/deadlines due to force majeure or any similar events, incl. strike/lock-out, then an appropriate extension shall come into effect for the delivery. The same applies if the customer does not fulfil any obligations for cooperation. If it is certain that the delivery of the goods ordered cannot take place for reasons outside of our responsibility, we will be entitled to withdraw from the contract. We are also entitled to make part deliveries and issue part invoices in a scope that is acceptable for the customer.
3.4 Claims for damages arising due to a failure to meet with delivery periods or delivery deadlines are excluded, insofar as we have no fault for the delay on the grounds of intent or gross negligence. Any additional claims for compensation on the part of the customer in cases of delayed deliveries are excluded, even after the expiration of an appropriate grace period set to us. This does not apply to the liability cases cited in the following no. 6.0 of these T&C. The right of the customer to withdraw after the unsuccessful expiration of a legally appropriate period of grace granted to us remains unaffected.
4.0 Retention of title
4.1 The delivery objects remain our property until all claims held by us against the customer arising from the business relationship have been fulfilled. This also applies if payments are made by the customer for specially designated payment claims. Should the value of all security interests available to us exceed the amount of all our secured claims by more than 20%, we will then be required on request by the customer to release the appropriate proportion of the securities, which have been made available to us, at our choice.
4.2 The customer is entitled to sell these goods in the course of ordinary business or use them within the framework of a service contract or a contract for work and material, insofar as they fulfil their obligations as arising from the business relationship. However, the customer is neither entitled to pledge goods subject to the reservation of title nor transfer them as security. In the event of the customer falling into arrears with payments, we are entitled to demand the preliminary surrender of goods subject to the reservation of title at the customer’s expense, without exercising a right to withdrawal and without providing a grace period. The customer is required to inform us immediately of any enforcement measures by third parties against goods subject to the reservation of title by submitting the documentation to us that is required for an intervention; this also applies to impairments of any other nature. Irrespective of this, the customer is required to inform the third parties in advance of the existence of our reservation of title.
4.3 If the customer suspends their payments not merely temporarily, if they apply for the opening of insolvency proceedings over their assets or if insolvency proceedings are opened over the customer's assets, the customer will be obligated to surrender any goods subject to the reservation of title, which is still our property. Furthermore, we will be entitled to demand that the customer surrender the goods subject to the reservation of title. The return of goods subject to the reservation of title will only be considered a withdrawal from the contract if we state this explicitly.
5.0. Warranty (liability for defects)
Insofar as the cause of a defect already existed at the time of the transfer of risk, we will be liable for defects according to the following provisions:
5.1 Claims for defects shall become time-barred one year after delivery ex works Grenderich. Visible defects must be reported to us in writing immediately and no later than 8 days after receipt of the goods. Hidden defects must also be reported to us in writing immediately, at the latest however 8 days after discovery of the defect. If a proper notification of the defect is omitted, the delivery shall be deemed unobjectionable and accepted.
5.2 Our goods are natural products. Deviations in colours compared to samples or pictures in catalogues or any other illustrations are the result of natural or print-related differences and are therefore not considered defects. Claims for defects are therefore the case where there are only insignificant deviations in the characteristics of goods delivered and the agreed characteristics, inconsequential effects on usability, natural wear and tear and where defects arise after the transfer of risk as a result of erroneous or negligent use by the customer (e.g. unsuitable or inappropriate storage or handling, excessive stress).
5.3 In the event the delivered goods exhibit defects for which we are responsible, including assured characteristics, we are entitled at our discretion to remove the defect or deliver a replacement or provide a credit note. If a replacement delivery is provided within the framework of liability for defects, the limitation period will not start anew.
5.4 If the rectification of defects, replacement delivery or credit note is not provided within an appropriate period, the customer will entitled at their discretion to withdraw from the contract or demand a price reduction.
5.5 The customer shall only be entitled to raise further claims against us, in particular for damages other than those to the delivery object itself, insofar as liability is not excluded or limited according to the stipulations of no. 6.0 of these T&C.
6.0 Liability
Any claims on the part of the customer, in particular claims for compensation, are excluded regardless of their legal reasons, unless we are culpable in individual cases by intent or gross negligence. Liability in the event of intent or gross negligence shall be limited to compensation for the foreseeable damages that is typical for the contract. This liability exclusion shall not apply to liability for damages from injury to life, limb and health, as well as liability for damages according to the Product Liability Act or in the case a guarantee of characteristics is extended. A reversal of the burden of proof at the customer’s disadvantage is not related thereto. Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal damage compensation liability of our employees, workers, staff, representatives or vicarious agents.
7.0 Copyright and other legal protection
We reserve copyrights and other rights to the characteristics and design of our products as manufactured by us.
8.0 Data processing
We will process and store any data obtained by us in the context of the business relationship in accordance with the regulations of data protection laws.
9.0 Place of fulfilment and jurisdiction
9.1 The place of fulfilment for both parties for all obligations arising from the contractual relationship is Obertshausen. Exclusive legal venue for all disputes arising directly or indirectly from the contract is the competent court at the place of our registered offices. However, we are also entitled to file suit against the customer in any other place of jurisdiction.
9.2 The law of the Federal Republic of Germany applies exclusively to all legal relationships between us and the customer. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
Status 07/2014