Scope of Application These General Terms and Conditions of Sale and Delivery (“GTC”) form an integral part of all delivery agreements concluded with us. In the context of an ongoing business relationship with merchants within the meaning of applicable commercial law, the applicability of these GTC is hereby agreed in advance for all future deliveries. Individual agreements shall take precedence over these GTC, provided they are confirmed by us in writing to be valid. The buyer’s general terms and conditions of purchase which conflict with or deviate from these GTC shall not be binding upon us, even if we do not expressly object to them.
Offers and Contract Formation Our offers are non-binding and subject to change without notice. Contracts shall only be deemed concluded upon issuance of our written order confirmation. Our sales representatives are authorized to solicit orders but not to conclude binding contracts on our behalf.
Prices Unless otherwise agreed in writing, all prices are quoted per kilogram, liter, or unit (as applicable), ex works Heilbronn, exclusive of packaging, freight, insurance, customs duties, and value-added tax. In the event that a contract includes a delivery period exceeding four (4) months from the date of conclusion, we reserve the right to adjust prices accordingly in the event of changes in material costs, wages, freight charges, or other relevant cost factors.
Terms of Payment Unless otherwise agreed, our invoices are payable immediately upon receipt, net without deduction. Any granted cash discounts or extended payment terms shall be indicated separately on the respective invoice. Payments by cheque or bill of exchange shall be accepted on account of performance only and shall be credited subject to successful collection. The endorsement or extension of bills shall not be deemed fulfillment. In the event of default in payment, we are entitled to charge default interest at a rate of two (2) percentage points above the base interest rate of the Deutsche Bundesbank, or the statutory rate, whichever is higher. In the event of exceeding granted payment terms, we are entitled to charge interest from the due date at the same rate. Offsetting against our claims is only permissible where the counterclaim is undisputed or has been finally adjudicated.
Deliveries Delivery periods commence on the date of our final written order confirmation. Unless otherwise agreed, all shipments are made at the buyer’s cost and risk, including those made on a carriage-paid basis, irrespective of the transport method chosen. For billing purposes, the weight determined at our premises or external distribution warehouses shall be decisive. Risk of loss or damage, including breakage, shortages, leakage, or transport damage, shall pass to the buyer upon dispatch, unless otherwise agreed in the terms of delivery. Partial deliveries shall be permissible and shall be invoiced and payable separately. In case of delivery delay, the buyer shall grant a reasonable grace period. Delivery contracts providing for scheduled call-offs shall be executed in approximately equal quantities and at regular intervals. Where multiple products or grades are to be supplied at buyer’s discretion, they shall be called off in approximately equal proportions. Events of force majeure – including but not limited to operational disruptions, shortage of energy or raw materials, strikes, lockouts, transport disruptions, war, fire, blockades, import or export bans, or government measures – shall entitle us to extend delivery deadlines accordingly. Where delivery becomes impossible within a reasonable extension period, we shall be entitled to withdraw from the contract with respect to the undelivered portion.
Default of Acceptance In the event the buyer fails to accept delivery in a timely manner, we shall be entitled to set a reasonable final deadline. Upon expiry thereof, we may, at our discretion, store the goods at the buyer’s cost and risk or rescind the contract.
Warranty and Liability If the goods delivered deviate from the agreed composition or condition, the buyer shall be entitled to demand replacement free of charge. Further claims, including compensation for consequential damages, are excluded. Claims for defects must be asserted immediately upon receipt of the goods and while the goods are still in their original packaging. Samples of the defective goods must be enclosed with the complaint. Where sales are made on the basis of a sample or specimen, the sample shall be deemed a reference for the chemical composition and condition of the goods. Only in the case of significant deviations may the buyer assert the rights described above. Our liability for damages, whether for breach of contract or tortious acts, shall be limited to cases of intent or gross negligence by our legal representatives or vicarious agents. The same applies to damages arising from breaches of duties during contractual negotiations.
Retention of Title The delivered goods shall remain our property until full settlement of all claims arising from the business relationship with the buyer. The buyer shall be entitled to resell the goods in the ordinary course of business, provided he meets his contractual obligations to us in a timely manner. In the event of resale, the buyer hereby assigns to us his claims against third parties in the amount corresponding to the value of the goods subject to retention of title. We hereby accept such assignment.
Place of Performance and Jurisdiction For all obligations arising from the contractual relationship with merchants, the place of performance and exclusive place of jurisdiction shall be Heilbronn, Germany.
Governing Law All contractual relationships to which these GTC apply shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Severability Clause Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a valid one that most closely reflects the economic intent of the original.
