These conditions apply to all current and future business relations between us and the buyer, while accepting partial or all goods to be received during the ordering process. If the buyer’s business relations deviate from our terms of delivery and payment, these do not become part of the contract even if the buyer confirms the order on his terms and we do not object to this. It also does not constitute consent to any different terms and conditions of the buyer when we refer to a letter containing or referring to these terms and conditions. Unless otherwise stipulated below, the statutory provisions shall apply in addition.
Along with these delivery and payment terms, the written sales contract is decisive for the legal relations between the buyer and us. Written approval is required for changes to be made. Except for executive members and authorized signatories, our employees are not authorized to make binding verbal statements. According to telecommunications laws, it is sufficient if the seller agrees to this matter by email, fax or Whatsapp.
For long-term supply contracts, the quoted prices may vary. List prices valid at the time of delivery will be considered as agreed prices.
Our prices are non-VAT. VAT is shown separately when invoices are issued. The legally binding basis for the invoicing is the delivery note.
Shipment
As shipping, our warehouse in Frankfurt Germany is our delivery area. All other shipping costs are borne by the buyer.
No delivery is made to third parties instead of the real buyer.
If the goods are not delivered by our own vehicles, the shipping risk is at the buyer’s expense. Place of performance is our warehouse.
The goods will be delivered at our discretion and, if possible, on Euro exchange pallets with the dimensions 1,200 x 800 mm according to CCG standard I or II, we reserve the right to reserve other charge heights. These pallets are immediately to be exchanged back, train by turn in the same quality as the handed pallets. If this immediate exchange is exceptionally not possible, we may not incur any additional costs as a result. In these cases, pallet change should be made within 7 days, otherwise the pallet price will be reflected to the Buyer as 20 euro/piece. This also applies to all other carriers (Düsseldorfer, Euro II pallets, etc.) unless they are pallets of a property pool operator for which separate agreements have been concluded.
After the delivering ship arrives at the port of destination, the buyer will be responsible for the port costs and storage costs that may occur in the Port in the case that the buyer does not receive the goods within the time required to receive them. In addition, if the buyer decides that the goods will be waiting at the port of destination, the responsibility and costs incurred at the port belong to the buyer (Demurrage, storage, destinations, port fees, disposal fees, etc.).
The seller is not responsible for the product changes made by the manufacturer, and the buyer does not have the right to cancel if this situation is notified to the buyer before the sale.
Delivery Reservation / Stock Room Access
We expressly reserve the right not to fulfill orders or to make partial deliveries as may be reasonable to the Buyer.
The goods must be received by the Buyer within 7 days of the delivery date promised by the Seller. The free period for shipments organized by the Customer is 15 days, after which 5 euro/pallet per day is billed to the customer with a warning notice. In the goods that are not received within 30 days, no property rights can be claimed and the Buyer will not be able to claim any rights.
If the Buyer’s business relations conflict with the Seller’s terms of delivery and payment, it will not be part of this contract, even if the Buyer confirms its order on its own terms.
Right for Retention / Right to Set-Off / Processing Fees
Unless there are claims recognized by us or determined by a legal decision, the buyer’s right to set-off and retention shall be deemed null and void.
Processing fees in goods and invoice movements, regardless of their type, are not recognized and reimbursed in principle.
Payments
In case of default by the buyer in the payment, we have the right to demand delay interest in the amount of the commercial interest rate.
After the order request is received, a prepayment will be made by the buyer in order to create the order. In cases such as order cancellation, the company has the right to keep this prepayment and the Seller has the right to reflect all losses and damages arising from this Order to the Buyer.
The remaining payment for prepaid and direct sales must be completed 14 days before the delivery date promised to you by us. If it is not completed, the order will be canceled and the prepayment will not be refunded and other damages will be borne by you.
In Prepaid Sales, the fee deposited to the Seller’s account cannot be used as a current for another proforma.
For all Orders, the damages caused by the Buyer are reflected to the Buyer.
Reserve of Ownership
The delivered goods remain our property until all payment obligations arising from the buyer’s business relationship with us are fulfilled. In case of a valid invoice, the reserved good is used to secure our balance claim.
The seller has the right to resell the reserved goods in the normal course of business.
Liability
The manufacturer is fully liable for damages due to guaranteed properties. The same applies to damage resulting from injury to life, body or health.
Claims for damages are excluded regardless of the nature of the breach of duty, including tort, unless there is intentional or grossly negligent action.
In case of breach of essential contractual obligations, the Supplier shall be liable for any negligence, but only up to the amount of the foreseeable damage. We reserve the right to claim lost profits, saved expenses, claims for damages of third parties, as well as other indirect and consequential damages and further assertion. Unless a quality feature guaranteed by the supplier is intended to not insure the purchaser against such damages.
The Customer shall indemnify the Supplier from any liability to third parties arising out of or in connection with services and/or deliveries which the Supplier provides and/or has provided on behalf of the Customer.
The limitations and exclusions of liability in the paragraphs 2. and 3. shall not apply to claims that have arisen as a result of fraudulent conduct on the part of the supplier, as well as to liability for guaranteed characteristics, claims under the Product Liability Act and damages resulting from injury to life, body or health.
Insofar as the liability of the Supplier is excluded or limited, this also applies to employees, employees, representatives and vicarious agents of the Seller.
In the case of shipments whose transport is organised by us, we must be obliged to cancel or postpone the shipment by the customer 10 working days in advance must be notified in writing. We reserve the right to assert all damages incurred. Shipping costs that may arise without notification shall be borne by the customer.
Jurisdiction / Final Provisions
The place of jurisdiction is exclusively Frankfurt am Main.
The nullity or ineffectiveness of any of the provisions of these terms and conditions of delivery and payment shall not result in the nullity or invalidity of the remaining provisions. On the contrary, the parties then undertake to replace such a provision with one which comes closest to the will of the parties and enables the economic purpose of this contract in a legally permissible manner. German law applies to the exclusion of the UN Convention on the International Sale of Goods.
