General terms of delivery and payment
These conditions apply to all offers and all agreements and override any other terms or conditions
should they conflict with any INCOTERMS or any conditions of Buyer.
1.1 All offers are non-commital. Prices quoted are net and apply to delivery ex works and do not
include Sales Tax (VAT) and/ or Insurance if not stated otherwise. In case of quotation free destination abroad prices do furthermore not include import-duties, taxes or customs-clearance.
1.2 Prices agreed are based on costs of material, energy and wages prevailing on the date at which
the offer was made or the contract was closed.
1.3 At any time before delivery the seller may without prior notice adjust the price to compensate
for any change of specifications requested by the Buyer or any change in cost to the seller
of specific items, e.g. raw materials, energy and labour.
2. Contract - binding effect
2.1 Each relevant contract shall be binding upon the seller notifying the buyer in writing of the
acceptance of the buyer`s order - including time of delivery, means of transport, way and
cost of packing, Insurance, way and method of payment etc.
3.1 All payments must be made net cash in accordance with all relevant details in the contract
and without any withholding, deduction, set-off of counterclaim, in immediately available funds.
Payments must be credited in the same currency and at the Seller`s account as per contract,
free of banking charges at the agreed time of payment. An interest of 12 % per year has to be paid on all overdue payments by the Buyer, calculated on a daily basis (calendar-days).
3.2 Buyer shall report any dicrepancies found in the seller`s invoices to seller within 5 working
days after receipt of the respective invoice.
3.3 Until full payment for each consignment of goods has been received by the Seller, title to the goods
shall remain vested in the seller and the buyer shall hold and keep the goods on a fiduciary basis as cur bailee and shall store the goods seperately in good condition, clearly identifying them as the sellers and returning them to the seller on request. Notwithstanding the foregoing the buyer may sell the goods as the seller's agent at full market value at any time prior to payment provided that the proceeds of the sale belong to and shall be held on trust for the Seller, and that such proceeds shall not be mixed with other money or paid into any overdrawn bank account and the buyer shall forthwith account to the seller therefore.
3.4 If payment is not made by the due date, the seller shall exercise his statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.
4.1 Seller will do his utmost to meet any delivery-date but will not be liable (in contract, neglicence
or otherwise) for any loss or damage resulting from delay whatsoever caused.
4.2 Delivery subject to prior supply to the seller.
4.3 If not otherwise stipulated in the contract all goods will be loaded onto the buyer`s or carrier`s
transport or otherwise, collected by or on behalf of the buyer: free loaded transport. All further risks ex loaded transport lie with the buyer.
4.4 The goods must be examined by the Buyer within 8 days of arrival at the agreed first shipping-
address, and within 2 days after notifications of shipment (by seller to buyer). Buyer must
inform seller of non-arrival in case of non-arrival. In case of overseas-shipment by vessel the aforesaid period of 2 days applies to the ETA-date of vessel at the agreed port of destination, as per seller`s notification to the buyer. Any sort of goods-claim must be submitted within these periods in writing. The claimed goods must be made available to the Seller for inspection and testing on behalf of the Seller.
Then, at the seller`s discretion, the seller will replace the goods on the delivery spot or waive the claim or refund, or issue a credit-note against all or an appropiate part of the price. In case of dispute both buyer and seller will submit to the findings of mutually accepted Institutions as stipulated in the relevant contract.
4.5 The buyer is responsible for returning container equipment in which his goods were shipped on his behalf to the maritime agency claiming ownership or management of the container in due course after receipt. Demurrage charges occuring due to late return of said equipment have to be carried exclusively by the buyer, irrespective of specific conditions laid out by the maritime agency responsible for the equipment.
5. Contract quantities
5.1 Contract quantity is in absence of regulation for deviation a targeted delivery quantity. This can
differ from the actual delivery quantity by +/- 20%. A narrower deviation or exclusion of any deviation
of the delivered quantity need to agreed upon specifically in writing in the contract.
6.1 The buyer shall specify the goods to be shipped by counter-signing all relevant documents
such as drawing, quality-standards and testing-procedures. Should any of the necessary
specifications be missing the Seller may at his own discretion decide upon the missing
7. Industrial and Intellectual Propietary Rights
7.1 The buyer shall have no rights to any intelectual property owned by or licensed to the seller.
7.2 The seller retains, unless otherwise has been agreed, the copyright as well as all other rights
- intellectual or industrial ownership concerning the designs, sketches, illustrations, drawings,
models, software and offers supplied by him. These documents and items continue to be his
sole property and may not, unless the Seller has given explicit permission in writing, be copied
or shown to third parties or used in any other way, disregarding whether the Buyer has paid for
the items and documents in question or not.
7.3 All information and advice, written or oral, of whatever nature supplied by the Seller to the
Buyer is for the Buyer`s sole use and may not be disclosed or made available to any third
party without the Seller`s prior written consent.
8.1 Any notice under these Conditions, any relevant contract to the seller and any changes
or stipulations/ specifications concerning a particular contract shall be in writing only and
become effective only with the arrival of the counter-signature of the seller/ buyer
9. Force Majeure
The seller shall have the right to extend or delay deliveries or to reduce the quantity delivered without liability to the extent that the Seller is prevented or delayed or hindered in manufacturing the goods or supplying them (by normal routes or means of delivery) through any circumstances which are beyond the Seller`s control or which the Seller could not reasonably have been expected to control or prevent including (but not limited to) any act of God, war, armed hostilities, act of terrorism, riot, civil commotion, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, fire, explosions, flood, adverse weather, disease, accident or breakdown of plant or machinery, shortage of any material, labour, transport, energy or other supply, change of law or regulations or any form of government, official or regulatory interventions.
10. Law and Jurisdiction
10.1 These Conditions and such relevant contract shall be governed by and construed in
accordance with the laws of the Federal Republic of Germany.
10.2 Neither the Uniform Laws on International Sales nor the Convention on Contracts for the
International Sale of Goods shall apply to any relevant contract.
10.3 For the seller`s benefit the buyer submits to the jurisdiction of the court in Munich/ Germany.