a) All deliveries and services as part of business transactions are subject strictly and solely to these General Conditions of Sale. Any deviation therefrom, or any supplement thereto, shall have no effect unless specifically confirmed by us in writing. This, in particular, applies to Buyer’s own conditions.
b) Any verbal understanding or any agreement transmitted to us by our agents shall be binding upon us only if, and insofar as specifically confirmed by us in writing. It is understood that latest by accepting delivery of the goods, Buyer will have signified its unqualified agreement with these General Conditions of Sale irrespective of whether or not it may have objected thereto previously.
a) Value Added Tax (VAT) will be added to all our prices at the statutory rate applicable at time of supply.
aa) For deliveries to other EU countries, Buyer is obliged to provide an entry certificate confirming the arrival of the purchased product. We are entitled to charge VAT if the entry certificate will not be provided within one week after receipt of the product.
bb) For deliveries to countries outside the EU, Buyer is responsible for customs clearance in the destination country. All import duties and import VAT must be borne by Buyer.
a) Delivery is subject to undisturbed production at the planned rate and regular supply of the required raw materials under existing supply contracts. Any major disturbance of operations and cases of Force Majeure, including strike and lockout, shall entitle us to suspend delivery and/or terminate our delivery obligation. Price agreements applicable to quantities affected by any such contingency shall apply to the first equivalent quantities to be delivered after termination of contingency. There shall be no pricing during the period of contingency.
b) In the event that delivery is hindered by any such contingency over a period of more than six months and we do not exercise our right to waive our delivery obligation, then Buyer upon giving us notice reasonably in advance shall have the right, exclusive of any further claims, to refuse to take delivery of any purchased quantity so affected unless we offer a reasonable substitute arrangement.
c) In the event of our default the Buyer shall be entitled to withdraw from the contract only after having granted us an appropriate grace period for the performance of our obligations by registered post/advice of delivery together with the irrevocable declaration, that after the expiration of such period Buyer will not accept our performance and if we fail to perform our obligation within such period. Except as provided in paragraph 5 herein after, no further claims, in particular, claims for damages of any type can be asserted by the Buyer.
d) The requirement of granting a grace period with declaration of reject according to sub-section c) above shall also apply where a firm delivery period or date is agreed.
e) All risks arising during transport of the goods to be borne by Buyer.
a) For warranty purposes, Buyer shall notify us of any claims in respect of the delivered goods not later than ten days after receipt of such goods, any latent defects to be reported to us promptly upon discovery but not later than eight weeks after the receipt of the goods.
b) In the event of proved defects, replacement will be supplied free of charge upon return of the rejected goods. In the event of our default the Buyer shall be entitled to withdraw from the contract or reduce the price only after having granted us an appropriate grace period for the supply of replacement by registered post/advice of delivery together with the irrevocable declaration, that after the expiration of such period Buyer will not accept the supply of replacement and if within such period we fail to supply replacement.
c) Except as provided in paragraph 5 hereinafter, no further claims, in particular, claims for damages of any type can be asserted.
d) Warranties are deemed to be expressed only if such warranties are confirmed by us explicitly in writing using the term “warranty“. Without such specific confirmation, specifications such as may be contained in catalogues, quality data sheets, quality certificates, analysis certificates, etc., shall not be deemed to be expressed warranties in the legal sense.
e) No warranty claims may be asserted later than twelve months from effected delivery and acceptance thereof.
5. Limitation of Liability
a) Buyer can assert a claim for damages instead of performance only after having granted us an appropriate grace period for the performance of our obligations or the supply of replacement by registered post/advice of delivery together with the irrevocable declaration, that after the expiration of such period Buyer will not accept the performance or the supply of replacement and if we fail to perform or supply replacement within such period.
b) We shall not be liable for any damage whatsoever, such as, but not limited to, any damage caused by tort or caused other than to the delivered goods -unless there is evidence of intent or gross negligence on the part of our company’s management or its senior employees or injury to life, health or personal injury or a breach of main duties or an expressed warranty on part of our company. Except for intent and an expressed warranty, claims for damages shall in any event be limited to the foreseeable damage.
c) Except for intent and an expressed warranty, liability with respect toloss of profit is ruled out.
d) Except for intent and an expressed warranty, liability with respect to other pecuniary damages is ruled out.
e) The provision according to sub-sections a) to d) above also applies to the benefit of all our employees.
f) The limitation of liability according to sub-sections a) to e) above does not apply to personal damage or damage to goods used privately according to the law of product liability (Produkthaftungsgesetz).
g) With regard to the relationship between Buyer and us, it is the Buyer’s obligation to monitor products we delivered after placing them on the market and react to all dangers or exposures to danger. Buyer shall have the obligation to inform us immediately about all defects, problems and/or dangers in connection with the products we delivered. To the extent that a breach of such duty causes damages or infringements, Buyer is liable exclusively.
a) We retain title to the delivered goods until payment in full is made by Buyer of all amounts due to us, including already existing and/or future liabilities arising from the mutual business connection. Our title shall extend to any new products at their full value resulting from the processing of the delivered goods. In the event of processing, combination and blending with goods owned by others, we are to obtain joint ownership of such other goods in proportion of the value of the delivered goods to the value of such other processed, combined and/or blended goods. As a security Buyer herewith assigns to us, effective immediately, his claims to all money’s receivable on resales of the delivered goods, equivalent to the value of the delivered goods where processed, combined and/or blended with other goods. Buyer shall have the revocable right to collect such money. Once the value of the securities to be furnished to Buyer exceeds its total liabilities to us by 20 %, we shall be obligated to release Buyer from further assignment of claims.
b) In the event that circumstances become known to us which would seem to jeopardize the fulfilment of our claims we shall be entitled to have the delivered goods returned to us.
c) The claim for return of the delivered goods because of the title is possible without withdrawing from the contract.
7. Place of Performance, Applicable Law, Jurisdiction
a) Place of performance for both parties: Nurnberg.
b) The contract is subject to the laws of the Federal Republic of Germany. The rules of conflict of laws and UN Sales Law are not applicable.
c) Venue is Nurnberg or, in our option, Buyer’s domicile.
(version: January 2022)