General Terms and Conditions

Status: November 2016

 

I. Scope

  1. Our payment and delivery terms and conditions hereinafter are intended for use with respect to companies. As far as consumers are concerned they are not applicable.
  2. Payment and delivery terms apply exclusively. We do not recognize conflicting terms or purchaser terms which deviate from our payment and delivery terms unless we have expressly approved their validity in writing. Our quotations are subject to change unless otherwise expressly agreed.
  3. Side agreements, changes and deviations from these conditions are to be agreed in writing.

 

II. Prices

  1. The agreed prices are to be understood as ex works or by arrangement free domicile and are subject to the statutory value added tax applicable on the date of delivery.
  2. The weights, unit numbers and quantities determined by us are binding for the invoice if the purchaser does not object forthwith but at the latest within 14 days of receipt.
  3. Should we reduce or increase our pricing generally during the duration of the contract the duration the altered prices apply thereby for those quantities still to be received. In case of increases in pricing the purchaser is entitled to withdraw from the contract by immediate declaration in writing but at the latest within 4 weeks of receipt of notification of the increase in pricing. Withdrawal does not apply for deliveries which have been made prior to the price increase.

 

III. Applications technical consultation

We provide applications technical consultation to the best of our knowledge. All data and information with respect to suitability and application of our products do not exempt the purchaser from conducting own testing and trials of the suitability of products for the intended procedures and purposes. This applies particularly if thinners, hardeners, paint additives or other components are admixed which have not been obtained from us.

 

IIV. Delivery

  1. Unless not otherwise expressly agreed in writing , delivery is made ex factory or  distribution centre.
  2. In case of agreed collection the risk of accidental loss and accidental deterioration of delivery items is transferred to the purchaser with the notification of readiness. Otherwise risk is transferred to the purchaser at such time as the goods are consigned to the carrier. Shipping method and route are selected by us. Additional costs for deviating requests of the purchaser are chargeable to the purchaser.
  3. Partial deliveries deemed to be acceptable to the purchaser are permissible.
  4. Significant unforeseeable disruptions of business through no fault of our own, violation of delivery deadlines or delivery shortages from our suppliers as well as business disruptions by virtue of raw-material, energy or manpower shortages, strikes, lockouts, difficulties obtaining transportation, traffic disruptions, orders from higher authorities and acts of God affecting our company or our subcontractors, extend the delivery time by the duration of the delivery impediment insofar as they are relevant to the ability to supply the goods. We notify the purchaser of the onset and cessation of such impediments without delay. Should delivery be delayed by more than one month hereby, both the purchaser as well as the seller are entitled to withdraw from the contract, with respect to the quantity affected by the delivery impediment and under exclusion of claims for compensation.
  5. Should delivery be made in returnable containers these are to be returned within 90 days after receipt of the delivery emptied of residues. Loss of and damage to a returnable container is chargeable to the purchaser if responsible for it and as long as it has not been returned to the seller. Returnable containers may not be used for other purposes or for other products. They are solely intended for the transportation of the goods supplied. Markings may not be removed.
  6. We do not accept returns of non-returnable packaging; we supply the purchaser with the name of a third party who disposes of the packaging at a recycling point in accordance with the packaging ordinance.

 

V. Payment

  1. Unless not otherwise expressly agreed in writing , delivery is made ex factory or distribution centre.
  2. In case of agreed collection the risk of accidental loss and accidental deterioration of delivery items is transferred to the purchaser with the notification of readiness. Otherwise risk is transferred to the purchaser at such time as the goods are consigned to the carrier. Shipping method and route are selected by us. Additional costs for deviating requests of the purchaser are chargeable to the purchaser.
  3. Partial deliveries deemed to be acceptable to the purchaser are permissible.
  4. Significant unforeseeable disruptions of business through no fault of our own, violation of delivery deadlines or delivery shortages from our suppliers as well as business disruptions by virtue of raw-material, energy or manpower shortages, strikes, lockouts, difficulties obtaining transportation, traffic disruptions, orders from higher authorities and acts of God affecting our company or our subcontractors, extend the delivery time by the duration of the delivery impediment insofar as they are relevant to the ability to supply the goods. We notify the purchaser of the onset and cessation of such impediments without delay. Should delivery be delayed by more than one month hereby, both purchaser as well as seller are entitled to withdraw from the contract, with respect to the quantity affected by the delivery impediment and under exclusion of claims for compensation.
  5. Should delivery be made in returnable containers these are to be returned within 90 days after receipt of the delivery emptied of residues. Loss of and damage to a returnable container is chargeable to the purchaser if responsible for it and as long as it has not been returned to the seller. Returnable containers may not be used for other purposes or for other products. They are solely intended for the transportation of the goods supplied. Markings may not be removed.
  6. We do not accept returns of non-returnable packaging; we supply the purchaser with the name of a third party who disposes of the packaging at a recycling point in accordance with the packaging ordinance.

 
VI. Retention of title

  1. We reserve ownership of articles of sale until the purchase price has been paid in full. If the purchaser is a trader the following applies: Until all outstanding accounts from the current business relationship with the purchaser have been settled the goods supplied remain our property. Retention of title remains in force even if individual outstanding accounts have been incorporated in the current account and the balance drawn and credited. Despite payment, purchase price receivables are considered not to be extinguished as long as a mutually securitized liability in this regard – such as a cheque-bill-of-exchange procedure – continues to exist.
  2. The purchaser undertakes a processing or blending on our behalf without any liability for us accruing herefrom. In case of the processing or blending with items which have nothing to do with us, the purchaser transfers joint ownership of the new item in proportion to the value of the goods subject to retention of title with the stipulation that the purchaser stores the new item on our behalf.
  3. The purchaser is authorized to dispose of the products during the normal course of business so long as the obligations from the current business relationship are fulfilled.
  4. The purchaser already assigns, to the extent of our ownership amount, receivables from the sale of goods to which we have retention of title as security. If the purchaser combines or blends the supplied goods with a third-party main item in return for payment, he already assigns his claim to remuneration against the third party to us to the extent of the invoice value for the goods supplied, as security now. We accept these assignments.
  5. At our request the purchaser has to provide us with all essential details concerning the stock of goods in our ownership and concerning the claims assigned to us as well as to inform his customer of such assignment.
  6. The purchaser is obliged to store goods subject to retention of title carefully and to insure it at own cost against loss and damage. All claims under the insurance policy are hereby assigned to us in advance. We accept this assignment.
  7. Should the value of the security exceed our claims by more than 10 percent we will then release securities to that extent and at our discretion at the purchaser's request.
  8. The right of the purchaser to disposal of the products under our retention of title as well as the recovery of the claims assigned to us expires as soon as he suspends payment and/or becomes subject to forfeiture of property. Should these conditions occur we are entitled, to the exclusion of the rights of retention with no setting of a period of grace or exercising rescission, to demand the immediate interlocutory surrender all those goods which are subject to our retention of title.
  9. Insofar as the retention of title not be valid according to the law of the country in which the goods are located, the purchaser has, on our demand, to provide equivalent security. Should the purchaser not comply with this demand we can demand immediate payment of all outstanding accounts without compliance with agreed terms of payment.

 
VII. Warranty and liability

  1. The statutory warranty periods apply.
  2. Obvious material defects, wrong deliveries and quantity deviations of goods supplied are to be notified in writing immediately but at the outside within 14 days of receipt. Hidden defects are to be notified to us in writing within 7 days of their discovery.
  3. The purchaser has – if necessary by means of test processing – to check whether the goods supplied are suitable for the application envisaged. This applies particularly if thinners, hardeners, paint additives or other components are admixed which have not been obtained from us.
  4. Where notifications of defects have been properly asserted and substantiated, we are entitled to rectify such defects or effect replacement delivery at our own discretion. In case of the rectification of defects we bear all expenditure necessary for this purpose insofar as this is not increased because the purchased article has been taken to a different location than the place of delivery. Should we not be prepared to facilitate the rectification of defects or delivery of replacements, or not able, or if this is delayed beyond reasonable deadlines for reasons beyond our control, or if the rectification or replacement delivery should otherwise fail, the purchaser is entitled at his own discretion to rescind the contract or to demand an appropriate reduction of the purchase price.
  5. All claims for defects expire by limitation in 12 months after receipt of the goods by the purchaser provided that the goods supplied have not been used for a building according to their mode of application and that they have caused the defectiveness of the same.
  6. In the case of recourse of the entrepreneur (Section 478 German Civil Code) we are entitled to reject the right of recourse of the purchaser with the exception of claims for redelivery of goods and reimbursement of expenditure provided that we grant the purchaser an equivalent compensation for the exclusion of his rights. Claims of the purchaser for damages are excluded without having to grant compensation.
  7. The liability for guaranteed properties is not limited by the aforementioned provisions.
  8. if thinners, hardeners, paint additives or other components which have not been sourced from us  are admixed to the products supplied or used together with them, warranty is only granted if these components were free from defects and suitable.

 

VIII. Jurisdiction, place of performance and other

  1. Place of performance for all liabilities from the business relationship or the individual contract is our respective and for payments our company headquarters.
  2. Court of jurisdiction at our discretion is our company headquarters or the general court of jurisdiction of the purchaser. This also applies for disputes involving document, bill of exchange or cheque litigation.
  3. The numbers 1 and 2 do not apply for non-traders within the meaning of GTC legislation and small non-registered traders.
  4. The contractual relationship with our customers is governed solely by the laws of the Federal Republic of Germany Republic. The applicability of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG - "Vienna Sales Convention") is excluded.
  5. We digitally store and process data concerning the purchaser, to the extent this is required in order to duly administer the contractual relationship.


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