General Terms and Conditions of Sale
1. Authorized conditions and range of applicability
The following terms and conditions apply exclusively to all supplies
and services made/provided by us unless other terms and conditions are
agreed expressly in writing. These terms and conditions are also assumed
to apply to all subsequent business whether or not they are expressly
agreed upon at the time – especially for telephone orders. The
acceptance of the goods delivered by us or the receipt of the service
provided by us, is regarded as an acknowledgment of these terms of delivery
in each case.
The terms and conditions of the customer will only apply, if and to
the extent that we recognize them expressly in writing.
2. Information and advice
Information and advice regarding our products occurs on the basis of
our previous experience. The merits, especially regarding the application
possibilities of our products, indicated here, are only indicative average
merits. We cannot be held responsible for an exact adherence of the
merits and application possibilities.
3. Establishment and content of the delivery contract
Our offers are always subject to change. A delivery contract comes into
existence if we confirm the customer’s order expressly in writing
or perform the delivery without a separate confirmation. Our confirmation
of order is decisive with regard to the content of the delivery contract,
or if there is no separate confirmation of order, our delivery note
at the time of delivery is valid as a confirmation of order. Vocal explanations
and statements by our commercial agents are not binding in any event.
All data and information relating to our products, in particular the
illustrations, designs, quality, quantity, weight, measurements and
performance data, are only indicative and are non contractual. With
regard to the weight and quantity specifications the partly natural
nature of the characteristics of our products must be remembered. As
far as that no limits are established for allowable deviations in the
confirmation of order and none result from expressly recognized customer
specifications, customary deviations are permissible in every case.
The condition, suitability, qualification and function as well as the
intended purpose of our goods are exclusively determined by reference
to our performance specifications. Public statements and advertisements
by us or by a third party do not represent contractual remarks of the
The actual quantities and /or dimensions delivered by us, are determined
decisively by us on the delivery of the goods. The quantities and/or
dimensions determined by our respective supplier in the country of origin
are only decisive when this is expressly agreed in writing with the
Guarantees over the nature or durability of our merchandise must be
expressly stated as such in the confirmation of order. For supplies
of samples and tests, their characteristics are not guaranteed unless
this is specifically stated in the order confirmation.
The same is valid for the statements of analyses.
Certificates of analysis do not relieve the processing plant using the
commodity from its own examinations of the characteristics and the marketability
of the product as well as its suitability for the purpose intended.
An assurance of the suitability of the product for specific use purposes
cannot be given.
Bei Kauf auf Muster- oder Analysengutbefund hat der Käufer spätestens
5 bzw. 20 Tage nach Musterzugang das Muster zu billigen, wenn es von
vereinbarungsgemäßer Beschaffenheit ist. Die Billigung ist
eine Hauptleistungspflicht des Käufers. Durch Billigung wird der
Kauf auf Mustergutbefund zum Kauf laut Muster. Bei Kauf auf Analysengutbefund
gilt Entprechendes. Die Kosten der Untersuchung hat in jedem Fall der
Käufer zu tragen.
4. Supply and the passage of the risk
Unless expressly agreed otherwise in the order confirmation, delivery
times and dates are only approximate, and the customer must allow us
up to two (2) weeks after the delivery date and time to perform the
delivery. Only after this extension of time, do we come into a delayed
In the event of a delayed delivery or inability to deliver, we are liable
for a damages claim only in accordance with para 7.
In the event of an Act of God, relating to operational disturbances,
transportation delays, the results of labor disputes, in particular
strikes and lock outs, as well as in the case of non delivery, incorrect
or the late supply from our supplier for whatever reason (self supply
reserved), and with other obstacles to achievement, we can postpone
the supply for the duration of the hindrance and for an appropriate
starting-up time thereafter. If it is likely to be a permanent obstacle,
then we are entitled to refuse in part or in whole the delivery of the
goods. The self supply reservation refers only in the case of a congruent
We are entitled to part deliveries. The place of delivery is always
If supply “on call” is agreed upon, the calls must take
place within three months from the date the contract is entered into,
unless another arrangement is agreed upon in writing. Calls not occurring
within the prescribed period for the supply are dealt with in accordance
with para 4.7.
All sales are made from the Hamburg warehouse. If the customer is a
commercial customer, the shipping and transportation always takes place
at the customer’s risk. The risk, including with part deliveries,
becomes the customer’s as soon as the goods are handed over to
the person implementing the transport, regardless of whether it involves
a person connected with our business or a third party – and regardless
of whether for the purpose of the transport it has left our warehouse,
generally para 4.7 does not intervene. If the customer is a consumer,
the risk with delivery of the sold commodity passes to the customer,
para 4.7 does not intervene.
If the customer refuses the receipt of the goods or delays the supply
for other reasons the risk passes to the customer from the time of default
of acceptance by the customer. The customer is responsible for storage
costs after passage of the risk. We are generally entitled to calculate
storage costs at 0.5% of the invoice price for each month or the actual
cost, unless the customer proves a smaller cost. Furthermore, we can
grant the customer an extension of 14 days and in the event of no response
can withdraw from the contract or require payment of damages instead
of the supply.
5. Prices /payment
Our prices are subject to the legally required sales tax.
All shipping and transportation costs are to be paid for by the customer,
if no other arrangement was agreed upon in writing. The freight rates,
rates of duty and other fees resulting from the dispatch are those applicable
on the day of delivery.
If the prices of our suppliers, freight or public taxes increase between
the date of the order and the date of delivery of the goods and if our
provable expenditure changes due to it, then we are entitled to increase
our prices accordingly. In this case the new prices will be communicated
to the customer immediately. This provision is only applicable to consumers,
if the delivery is more than four (4) months after the date of order
of the goods.
The customer is not entitled to reduce our demands relating to counterclaims
or to establish a right of lien, unless the counterclaims or the right
of restraint are recognized by us in writing or validly determined.
The purchase price is to be paid at the latest within 14 days after
the invoice date. Discount s or other variations are not granted unless
In respect of infringement of payment periods, we charge consumers late
payment interest at 5 % pa over the respective base interest rate of
the German Federal Bank and we charge commercial customers late payment
interest at 8% pa over the respective base interest rate of the German
Federal Bank, unless a higher or lower damage is proved.
If contractual agreements are not honored by the customer, our payments
become due immediately regardless of the running time for payment of
a debt. During delayed payment, bill protest, and insolvency/cessation
of payments by the customer, we can demand immediate payment of our
total claim – including any payments being processed – regardless
of the agreed maturity. This applies even if circumstances giving rise
to justified and substantial doubts about the solvency or credit worthiness
of the customer were already available and known to us, on the placing
of the order for the goods. We are also entitled in the situations referred
to, to only execute outstanding deliveries against prepayment or security
and if the pre payment or security is not made within two weeks to terminate
the contract without notice. Continuing claims remain unaffected.
The customer is not entitled to withdraw from the contract by transfer
to a third party without our written consent.
6. Retention of title
All delivered merchandize remain our property (commodity reservation)
until the customer has made payment of all monies due to us.
Processing of the reserved goods occurs for us as a manufacturer in
the meaning of § 950 BGB, without committing us. The finished commodity
is considered as reserved goods in accordance with para 6.1. In the
case of processing, connection and mixture of the reserved goods by
the customer with goods of another origin creating a new item and/or
miscellaneous continuance, we are entitled to an interest in the finished
commodity in the proportion of the invoice value of the reserved goods
at the time of delivery, to the value of the other processed goods.
The co ownership portion is considered as reserved goods in accordance
with para 6.1.
If the reserved goods are connected with other goods and if the result
is regarded by the customer as the main item in the sense of §
947 BGB, it is already agreed that a co ownership portion in the proportion
of the invoice value of the reserved goods to the value of the main
thing belongs to us and the buyer keeps the goods free of charges for
us. The co-proprietary-share is regarded as reservation-ware in accordance
with item 6.1
The customer has to keep the reserved goods for us. Upon request at
the place of the respective storage an inventory and an adequate labeling
are to be made possible for us at anytime. The customer must inform
us immediately of any seizing or other impairments of our rights by
a third party, so that it is possible for us to proceed with all legal
means against it.
The customer may sell the reserved goods only in the usual course of
business on his normal conditions and under agreement of a retention
of title to the extent required by us, subject to a guarantee that the
requirements of paras 6.6 to 6.8 are satisfied..
The customer hereby agrees to transfer to us the payment(s) received
from sales of the reserved goods, also from payment(s) received in respect
of work or contracts for work and materials, together with all additional
rights. They serve to the same extent as security for the reserved goods.
The customer may only assign the rights to the goods, to a third party
with our previous written agreement.
If the customer sells the reserved goods, along with other goods not
supplied by us, then the assignment in respect of the sold goods, only
applies to a level equal to the invoice value of our currently reserved
goods. On the sale of the goods, in which in accordance with paras 6.2
and 6.3 we have co ownership, the assignment of the rights applies at
an amount equal to the co ownership portion.
If the amount is transferred to a current invoice, then the customer
surrenders the level of payment corresponding to the balance required.
Until revocation, the customer is entitled to deal with further sales
in accordance with paras 6.5 to 6.7
If the customer does not fulfill his obligations under this contract
or other contracts with us, or circumstances arise which reduce his
credit worthiness -
- We can forbid the further sale and/or processing of the reserved goods
as well as their combination or connection with other merchandize.
- We can withdraw from this contract; the right of the customer to the
possession of the reserved goods terminates and we can reclaim the reserved
goods; we are then entitled to enter the working area of the customer
and to take possession of the reserved goods all at the expense of the
customer, without prejudice to the payment and other obligations of
the customer, to utilize to best advantage by sale or auction; we will
credit the customer with the proceeds obtained after deduction of the
associated costs; any possible excess will be paid to the customer;
- the customer must on request inform us of the names of the debtors
so that we can disclose the transfer and demand payment; payments due
to us are to be transmitted to us immediately on receipt.
-we are entitled to revoke the direct debit authorization
If the value of security held by us exceeds the value being secured
by more than 20% then on request by the customer we are obliged to release
an appropriate level of collateral, according to our choice.7. Guarantee/liability
Even if samples or test goods were previously supplied, the customer
must immediately carefully examine the goods delivered at the place
of destination. The goods must be examined especially for the weight
and number of items and for their condition. If cans, boxes, cartons
or other receptacles have been delivered, spot checks must be made.
The supply is considered as accepted and approved if a notice of defect
is not received within seven (7) days after the receipt by the customer
of the goods at the place of destination, or if the defect is not recognizeable
on investigation, within seven (7) days after its discovery, the notice
to be in writing, by telex or by fax with an exact description of the
defect. Notices of defect must be addressed directly to us. A notification
to commercial representatives, brokers or agents is not sufficient.
Transport damages are to be indicated immediately to the carrier; the
requirements for notification of the Allgemeinen Deutschen Speditionsbedingungen
On receipt of a justifiable and timely notice of defect, according to
our choice we can re work or replace the goods, if the customer is a
commercial customer. If the customer is a consumer, then he/she has
the choice whether correction should take place by rework or by a replacement
delivery. We are however entitled to refuse the choice of correction
if it is possible only with disproportionate costs and the other type
of correction does not carry substantial disadvantages to the customer
If a rework or a replacement ultimately fails, the customer is entitled
to reduce the purchase price or withdraw from the contract. With minor
defects the buyer is not entitled to terminate the contract. If the
customer elects to cancel the contract after a failed post fulfillment,
then he is not entitled to any claim for damages as a result of the
The regulations contain the totality of the guarantee for our goods.
In particular we are responsible for the lack or absence of assured
qualities of the supplied commodity exclusively in accordance with paras
7.6 and 7.7
In respect of claims for damages because of culpable actions, resulting
from legal arguments including delay, unsatisfactory supply, injury
of obligations, from an obligation(s) with treaty negotiations, forbidden
action, product liability (except the liability according to product
liability law), we are only liable in the event of gross negligence.
The liability for minor negligence is impossible unless the purpose
of the contract is essentially endangered by the injury. In every case
we are only liable for the contract typical and foreseeable damage.
This restriction does not apply to damage which the customer suffers
due to a culpable injury of his life, body or his health. A personal
liability of our legal representatives, fulfillment assistants and employees
as a result of minor negligence for damages caused is not possible.
Warranty claims from commercial customers fall under the statue of limitations
within one year of delivery. The same applies for the sale of used items
to consumers. In all other respects warranty claims by consumers fall
under the statute of limitations within two years starting from delivery
of the goods. Claims by the customer fall under the statute of limitations
within one year starting from delivery of the goods. This is not applicable
in the event of malice.
Agreements between the customer and its customers which go beyond the
legal warranty guarantees are not our responsibility.
8. Applicable law / jurisdiction
The relationship between us and the customer is subject to the law of
the Federal Republic of Germany. The UN convention on contracts for
the international sale of goods (CISG) as well as any other, or any
future inter government or international conventions, also after its
assumption into German law, does not apply.
The jurisdiction for all disputes in connection with the delivery business
is Nordersetdt or the customer’s registered office (our choice)
and for complaints of the customer exclusively Nordersetdt. Legal regulations
about exclusive competencies remain unaffected. This agreement on jurisdiction
does not apply to customers who are not commercial customers.
9. Final clauses
All agreements are to be in writing. Alterations and additions to this
agreement, including to this written requirement paragraph, also need
to be in writing for their effectiveness. The same applies to secondary
and auxiliary agreements. Verbal agreements or assurances from our staff
do not bind us.
Business with legal entities of the public law and public special estates
is treated as business with commercial concerns.
If a regulation of this contract should be wholly or partially ineffective
or should become ineffective, then the inefficacy of this regulation
does not affect the effectiveness of all the remaining regulations of
this contract. The ineffective regulation has to be replaced by a legal
regulation which is as close as possible economically to the ineffective
regulation, as it is legally allowable to be. The same applies to any
gaps in this contract.