Terms of delivery and payment

1.

Only the Seller's order confirmation shall be authoritative for all contracts and agreements. Any oral or earlier written agreements not contained therein shall not be binding on the Seller. Later agreements require our written confirmation to be valid. Any deviating terms and conditions of the buyer which we do not expressly acknowledge shall not be binding on us, even if we do not expressly object to them. Agents and travellers of the seller do not have the authority to acknowledge any defects or claims for defects.

2.

All offers and contracts are subject to change without notice - even in the case of unconditional partial delivery. If the agreed delivery period has expired, the buyer may withdraw from the contract after setting a grace period and threatening to refuse delivery.

3.

Prices are quoted ex works or free vehicle at the supplier's works unless otherwise agreed.    

If, after conclusion of the contract, the production or procurement costs increase due to changes in material prices, wages, changes in existing or introduction of new taxes or other levies, freight increases, etc., the seller shall be entitled to make a corresponding price adjustment in the calculation, or possibly in the final invoice. In the event that the price has not been agreed in EURO but in another currency, the Seller may demand payment in EURO on the basis of the exchange rate applicable at the time of conclusion.

4. If no special terms of payment are specified, all invoices of the seller are to be paid net within 30 days. If it has been agreed that acceptance will be given, the Seller shall only be obliged to accept the bills of exchange within 14 days of the invoice date. Discount charges shall be borne by the Buyer.
5.

Place of performance for all obligations of the buyer arising from the contract is the registered office of the seller. The place of performance is not changed by the fact that the seller takes over the dispatch of the goods.

6.

 Delivery periods shall be deemed to have been met if the goods are ready for dispatch but cannot be dispatched or loaded due to transport and loading difficulties which cannot be remedied despite exercising the necessary care. Delivery shall be made in one or more lots at the Seller's discretion.

7.

Loading and transport shall take place on the basis of the general terms and conditions of the forwarding agents and carriers mentioned above who are responsible for the respective loading or transport. In the case of carriage paid delivery, the freight must be presented by the consignee in any case. Credit will be issued after presentation of the receipts. Any wage, freight, customs or other transport increases, transfer, siding and foreign charges, ceiling rents which may occur after conclusion of the contract. The buyer shall bear the cost of the bill of lading stamp and any packaging costs.

8. The risk of transport, including confiscation and other acts of authorities during transport, shall always be borne by the buyer, even in the case of carriage paid delivery by the seller's own vehicles. This also applies to urgent, praise and c & f transactions.
9.

The goods shall be stored from the date of sale for the account and risk of the buyer. The Seller shall not be liable, in particular not for loss, depreciation or damage caused by fire, theft, weather conditions or the like. It is also not obliged to insure the goods.

10.

If the buyer does not accept the goods despite being offered the same, the risk for the goods shall pass to the buyer at the latest at this point in time and the purchase price shall immediately become due net in cash, with the further effect that the seller shall be entitled to claim compensation from the buyer for all damage caused by the default of acceptance, such as interest on arrears, storage charges, etc. If this has not yet been done, the risk for the goods shall pass to the buyer at the latest at this point in time and the purchase price shall be due net, with the cancellation of any agreed payment periods.

11.

If the seller receives unfavourable information about the financial situation of the buyer - this shall also apply if the financial situation was already the same when the purchase was concluded - the seller shall be entitled - apart from that - to claim compensation for all damages incurred as a result of the default of acceptance, such as interest on arrears, storage charges, etc., if the seller is in default of acceptance. In the case of goods delivered but not yet paid for, the customer may demand return shipment or cash payment. The same shall apply if, in the case of settlement by bills of exchange after the issue of the same or the seller's bank rejects the bill of exchange submitted for discount for reasons affecting the acceptor. If a bill of exchange is not presented on time or if a purchase price claim is not paid on time, the Seller's outstanding claims against the Buyer shall become due immediately net in cash, with all agreed payment periods being cancelled. If the Buyer refuses to accept or pay for the purchased goods in whole or in part or to fulfil the contract, then the Seller shall be entitled to do so apart from the authority according to Clause 2. The Seller shall be entitled to refuse advance or concurrent performance, even if the above prerequisites apply to another purchase contract concluded between the parties.

12. If the purchaser defaults on a service under this contract, all existing claims shall become due immediately. In addition, the Seller shall be entitled - apart from the right to which it is entitled pursuant to Clause 2) of these Terms and Conditions - to demand immediate cash payment or to sell the goods after expiry of 3 days from the beginning of the default, at its discretion, either freely or publicly with effect against the Buyer.
13.

In the case of sales "as seen" "according to samples" or the like, complaints regarding quantity or quality, regardless of whether due to recognizable or secret defects, are excluded. If the goods are inspected by the buyer before dispatch and are not objected to, any later objection, in particular with regard to quality, condition, is. Dimensions, etc. are excluded regardless of whether due to visible or secret defects.     

If the goods are not inspected by the buyer before dispatch despite a written request by the seller, the buyer hereby declares his agreement with the condition, quality, dimensions and measurement. The seller shall not be liable for defects which only become apparent during or after the processing of the goods, including secret defects. Otherwise, complaints must be made in writing immediately after receipt of the goods, otherwise they will not be considered. The purchaser is obliged to keep the goods available for inspection at the place of destination without interruption in order to avoid the loss of any rights or claims. In the event of complaints - to the exclusion of all other rights and claims - only a price reduction may be demanded, i.e. not a rescission of the purchase contract, replacement delivery or the like. Complaints do not entitle the buyer to refuse or delay acceptance or payment of the goods in whole or in part.

 

14.   A set-off by the customer with counterclaims is excluded, unless the counterclaims are undisputed or legally established. The assertion of a right of retention by the customer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
15.  

If the procurement or delivery of the sold goods or their replacement is considerably impeded by events of force majeure as well as all other events and conditions beyond the control of the seller, the buyer shall be pleased - irrespective of the rights of the seller - to do so. If the Buyer fails to do so, he shall remain bound by the contract beyond the agreed delivery period until such time as the hindrance or impediment has been removed or the delivery has been made more difficult.

16.   Claims for damages of the buyer of any kind and for any legal reason whatsoever, in particular for damages caused by delay. Consequential damages and the like are excluded.
17.   The Seller shall only be liable for intent and gross negligence.
18. a) The goods shall remain the property of the seller until full payment of all claims of the seller against the buyer arising from the business relationship, including future claims. A withdrawal from the contract is not necessary to assert the rights from retention of title, unless the debtor is a consumer.
  b)

An acquisition of ownership of the buyer in the reserved goods gladly. § 950 BGB (German Civil Code) in the case of processing the reserved goods into a new item is excluded. Any processing shall be carried out by the buyer on behalf of the seller. The processed goods serve as security for the conditional seller only to the amount of the value of the conditional goods. In the event of processing by the Buyer with other goods not belonging to the Seller, the Seller shall be entitled to co-ownership of the new object in the proportion of the value of the reserved goods to the other processed goods at the time of processing. Otherwise, the same shall apply to the new object resulting from the processing as to the reserved goods. It shall be deemed to be reserved goods within the meaning of these conditions.

  c)

The buyer's claims from the resale of the reserved goods are already now assigned to the seller, regardless of whether the reserved goods are resold without or after processing and whether they are resold to one or more buyers. The assigned claim serves as security for the conditional seller only to the amount of the value of the conditional goods sold in each case. In the event that the reserved goods are sold by the Buyer together with other goods not belonging to the Seller, whether without or after processing, the assignment of the purchase price claim shall only apply to the amount of the value of the reserved goods which, together with the other goods, are the object of this purchase contract or part of the object of purchase. The same shall apply if goods subject to retention of title are lost in the Buyer's premises due to fire for the insurance benefit attributable to the goods subject to retention of title.

  d)

This applies to deliveries of goods:
The delivered goods shall remain our property until full payment of all outstanding claims to which we are entitled against the customer. The customer is entitled to resell the goods in the ordinary course of business as long as he is not in default of payment. However, the customer may not pledge the reserved goods or assign them by way of security. The customer hereby assigns to us by way of security the customer's claims for payment against his customers arising from the resale of the goods subject to retention of title as well as the customer's claims in respect of the goods subject to retention of title arising from any other legal grounds (including third parties).

  e) The buyer is authorized to collect the claim from the resale despite the assignment. The Seller's authority to collect shall remain unaffected by the Buyer's authority to collect. However, the Seller shall not collect the claims itself as long as the Buyer duly meets its payment obligations. At the Seller's request, the Buyer shall inform the Seller of the debtors of the assigned claims and notify the debtors of the assignment.
  f) The retention of title in accordance with the above provisions shall also remain in effect if individual claims of the Seller are included in a current invoice and the balance has been struck and acknowledged.
  g)

The purchaser's acquisition of ownership is conditional in such a way that upon full payment of all the seller's claims arising from the business relationship, ownership of the reserved goods is transferred to the purchaser without further ado and the assigned claims are due to the purchaser. The Seller undertakes to release the securities to which it is entitled in accordance with the above provisions at its discretion to the extent that their value exceeds the claims to be secured by 25%, but subject to the proviso that, with the exception of deliveries in a genuine current account relationship, release shall only take place for such deliveries or their replacement values which have themselves been paid for in full. Intervention costs shall be borne by the buyer.

  h) The Seller shall be entitled to inspect the Buyer's business documents if it considers this necessary for the determination of any claims pursuant to this Clause.
19.   The rights of the Buyer under this contract are not transferable.
20.   The existence or occurrence of total or partial invalidity of any part of these Conditions of Delivery shall not entail the invalidity of the other part of the same. A conclusion on the basis of these Terms and Conditions of Delivery shall make the same a legally binding part of the contract for all further conclusions between the Seller and the Buyer concerned, even if they have not been specifically agreed for the individual case.
21.   Disputes of any kind shall be settled at the Seller's discretion either by the Arbitration Court for Wood in Germany, Hamburg office, Paderborn place of jurisdiction or Frankfurt am Main place of jurisdiction.
22.  

We are entitled to assign the claims arising from our business relations.
The contractual relationship shall be governed exclusively by German law, in particular the German Civil Code and the German Commercial Code. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
All payments shall be made with debt-discharging effect exclusively to VR FACTORING GmbH, Hauptstraße 131 - 137, 65760 Eschborn, to which we have assigned our present and future claims arising from our business relationship. We have also transferred our reserved property to VR FACTORING GmbH.

   

This is not a legal translation.

     
  Status: June 2021