General Delivery and Payment Conditions
1.Placing of Orders
1.1 By placing an order with us, irrespective of the form of order placing, the purchaser accepts our General Delivery and Payment Conditions for the entire term of this business relationship; this shall also be applicable to sales from collection of samples.
1.2 Any purchase and/or payment conditions issued by the purchaser shall only be applicable in the case where we expressly accept them in writing.
2. Prices and Payment Conditions
2.1 All prices indicated by us shall be only applicable to the individual order; we consider repeat orders to be new orders.
2.2 In the case of any increases in wage, material or any other costs until the order is actually executed, we reserve the right to adjust our prices accordingly.
2.3 Our invoices shall become due for payment within a period of 10 days with a discount of 2% or within a period of 30 days without any discounts.
2.4 In the case where the purchaser does not meet the payment deadline, the purchaser shall be obligated to pay interest on arrears in addition to the purchase price to an amount which is normally requested by banks; the same shall apply in the case of delayed submission of bills of exchange.
2.5 Any and all costs resulting from delayed payment, including but not limited to any reminder charges, collection fees and similar costs, shall be exclusively borne by the purchaser.
2.6 Bills of exchange will only be accepted in the case where this was expressly agreed upon and only in payment under consideration of any discount charges and other costs in relation to such bills of exchange.
2.7 In the case of delayed payment, we shall have the right, at our exclusive discretion, to withdraw from the agreement or to assert a claim for damages.
3.1 The goods are shipped to the purchaser who will bear the costs and risks for this. Should the purchaser intend to make any return deliveries, he/she shall be obligated to choose the same delivery method which had been selected for the original delivery and he/she shall be obligated to purchase sufficient insurance. The above shall also apply if the goods are to be delivered to a recipient indicated by the purchaser and to carriage-paid deliveries.
3.2 In cases of force majeure, disruptions of operations beyond the control of the seller, strikes, lockouts and any delays in material supplies, the time for delivery shall be extended to a reasonable extent. The purchaser shall have the right to withdraw from the agreement in the case where we are in default and where we let a six-week period of grace pass without any actions from our side. Any claims for damages from the purchaser due to delay shall be excluded.
3.3 We shall have the right to make partial deliveries. In this case, each individual partial delivery shall, from a legal point of view, be considered an independent agreement.
4.1 In the case where any goods are provided for selection purposes, these shall be considered to be (permanently) accepted by the recipient if they do not return the goods to us within the period of time indicated in the attached which must amount to a minimum of four weeks.
4.2 The purchaser shall bear any insurance costs until the respective goods have been returned to us again.
4.3 Our General Delivery and Payment Conditions shall be exclusively applicable to selections, too.
4.4 Should the purchaser use any selections as exhibits or should these selections be included in a collection of samples, the customer shall exclusively bear the risks, including the risk of loss due to no fault of their own. Irrespective of the above, the purchaser shall be obligated to assign to us, right from the beginning, their possible claims against the insurance company with respect to the entire insurance coverage for these. We hereby accept this assignment.
5. Notifications of Defects
5.1 The purchaser shall be obligated to notify us of any defects in writing immediately and in no case later than one week after the goods were delivered to the respective destination.
5.2 In the case where we accept any such notifications of defects, the purchaser shall have the right to request the defects to be remedied or substitute goods to be delivered. Any claims for damages in this respect shall be excluded.
6. Reservation of Title
6.1 Delivered goods shall remain in our property until any and all claims resulting from this business relationship and any and all future claims, including accessory claims, have been fully paid and until bills of exchange and cheques have been honoured.
6.2 In the case of balancing, reservation of title, which was stipulated on the basis of the above provisions, shall be considered a collateral security for all our claims from this balance.
6.3 In the case where, within the framework of the payment of the purchase price by the purchaser, a mutual liability of the purchaser is established, the reservation of title shall not cease to exist prior to the bill of exchange being honoured by the purchaser as the drawee.
6.4 It shall not be admissible to pledge or to transfer by way of security any goods subject to reservation of title.
6.5 Should any goods subject to reservation of title in the possession of the purchaser be attached and/or sequestrated, the purchaser shall be obligated to immediately inform us about this and to provide us with any documents which are required to take reasonable actions (such as the original bailiff’s return etc.).
Apart from that, the purchaser shall be obligated, in each case of attachment or sequestration, to immediately object to such attachment and/or sequestration by pointing out our rights as the supplier. Should the purchaser omit such objection, he/she shall be liable towards us for the payment of damages.
6.6 The purchaser shall be obligated, for our benefit and at their own expense, to purchase sufficient insurance for the purpose of protecting the goods against loss or damage.
Right from the beginning, the purchaser shall assign to us any insurance claims with respect to the goods subject to reservation of title resulting from this and we hereby accept this assignment.
6.7 The purchaser shall hereby assign to us any claims against third parties established within the framework of reselling the goods or resulting from any other legal reason; they shall also assign their claim for the return of any goods subject to reservation of title.
6.8 Our reservation of title shall also cover any new objects resulting from development or processing activities and/or from combinations with other goods. These new objects shall be considered to be manufactured on our behalf and we obtain ownership and/or co-ownership rights with respect to any objects created through development or processing activities and/or combinations depending on the percentage of the goods subject to reservation of title in the value at the time of processing. In this regard, there is no need for special legal acts and this does not establish any obligations for us.
6.9 Right from the beginning, the purchaser shall assign to us his/her ownership and/or co-ownership rights in the newly created objects and any claims for compensation towards his/her customer resulting from processing the delivered goods; this again shall depend on the value percentage which the processed goods have and we hereby accept this assignment.
6.10 The purchaser shall be authorised to collect any claims which are created for us on the basis of the above provisions and/or any claims resulting from this in a fiduciary manner on the condition that he/she ordinarily fulfils his/her payment obligations towards us.
6.11 In the case where the purchaser is in arrears or in the case where he/she does not fulfil his/her obligations on the basis of reservation of title, the seller shall have the right to request any goods subject to reservation of title to be returned to them.
6.12 We undertake to release any collateral securities to which we are entitled on the basis of the above provisions to the extent to which their respective value exceeds the value of claims to be secured by more than 25%; however, this shall be applicable on the condition that, with the exception of deliveries within the framework of actual current account transactions, in individual cases only those collateral securities must be released which relate to deliveries which have been paid in full.
7. Credit Checks and Redemption of Goods
7.1 Should we become aware of the purchaser not being creditworthy (such as due to the protest of a bill of exchange) after an agreement was concluded or after any goods were delivered, we shall have the right to withdraw from the agreement and to request delivered goods to be paid immediately. We may also request the purchaser to make advance payments for any goods which still need to be delivered or to provide a cash cover for any drawn bills of exchange with immediate effect.
7.2 Should we take back any goods, these goods will be credited to the purchaser depending on their condition. Upon the purchaser’s request, the condition of such goods will be determined at their expense by an expert to be appointed by us.
8.1 Any drafts, samples, models and similar items prepared by us shall be considered to be our intellectual property and the purchaser shall have no right to imitate or to use them for reproduction purposes in any other way, even in the case where these are not subject to special protection rights.
9. Data Protection
9.1 We shall have the right to process any data relating to the business relationship with the purchaser in terms of the BDSG [Bundesdatenschutzgesetz – German Data Protection Act].
10. Place of Fulfilment, Place of Jurisdiction, Applicable Law, Effectiveness
10.1 By accepting this form containing our General Delivery and Payment Conditions without objecting to it in any way, the purchaser confirms to be a registered trader in terms of the HGB [Handelsgesetzbuch – German Commercial Code] and he/she declares to irrevocably agree to the below provisions as to the place of fulfilment and the place of jurisdiction.
1. The exclusive place of fulfilment for both parties shall be the courts of Hamburg.
2. The exclusive place of jurisdiction for any and all legal disputes resulting from this contractual relationship and for any and all legal disputes as to its establishment and its effectiveness, including any bill of exchange and cheque matters, shall be the courts of Hamburg for both parties.
10.2 For both parties, this contractual relationship shall be exclusively subject to German law; the “Hague Conventions Relating to a Uniform Law on the International Sale of Goods” shall not be applicable in this case.