Terms and conditions 1
1. Applicable Conditions and Scope of Application 1.1 Unless otherwise expressly agreed upon in writing, our supplies and services are exclusively subject to the following General Terms and Conditions of Sale. 1.2 Any conditions of the Customer shall apply only if and to the extent to which we have expressly consented thereto in writing.
2. Information and Advice 2.1 Any advice and information given on our products is based on our experience to date. The data, in particular concerning the possibilities of use of our products, are average data only and do not represent quality description of the products. We are unable to assume any liability as to the exact correctness of the data and the possibilities of use. As far as the Customer is entitled to damages notwithstanding this provision, clause 7 shall apply.
3. Conclusion and Content of Contract 3.1 Our offers are not binding. A contract for delivery shall be concluded only upon either our written confirmation of the Customer's order or, where no such confirmation is given, the delivery of the goods. The contents of the contract shall be determined by our written confirmation, in case of delivery without prior confirmation, our delivery note shall be deemed as being such written con-firmation. Oral statements and explications by our commercial representatives/ travelling sales-men (?Handelsvertreter?/?Reisende?) are in any case not binding. 3.2 Any information given on our products, in particular, pictures or drawings or information concerning quality, quantity, weight, colour, measure and performance enclosed in our offers are approximate data only and not quality descriptions. As far as permissible deviations are not stipulated in the order confirmation and none are given in the Customer?s specification expressly accepted, devia-tions customary in the industry are admissible in any case. The composition, suitability, qualifica-tion, function and purpose of our products are exclusively determined by our specifications and technical qualifications. Public statements, laudations or advertising by third parties do not repre-sent a quality description of the product. 3.3 Guarantees regarding qualities or shelf life of our products must be expressly declared as such in the order confirmation. If models and samples are delivered, their qualities are not warranted un-less expressly stated otherwise in the order confirmation. This shall also apply to data concerning the result of analyses. However, we endeavour to deliver products which properties comply with the properties of the models or samples or the result of analyses, respectively.
4. Delivery and Passing of Risk 4.1 Where delivery dates or times are not expressly declared as fixed in our written order confirmation but are to be regarded as estimates, the Customer may set a reasonable time limit for delivery two weeks after expiry of the delivery dates or times. We are only in default after expiration of such final time limit. 4.2 In case of default or impossibility of performance we are liable for claims for damages exclusively pursuant to the provisions in clause 7 below. Our liability for damages caused by default is limited to 0.5 % per completed week of the value of the delivery or partial delivery that is in default. Our maximum liability for damages caused by default is limited to 5 % of the value of the (partial) delivery in default. 4.3 In cases of force majeure, for example operational disturbances, delay in transportation, measures taken in the course of industrial action, in particular strike and lockout, and in cases of non-delivery, incorrect or delayed delivery by our own suppliers, irrespective of its cause (reservation of self-supply), and in any other case of insufficient performances for which we are not responsi-ble, we shall be entitled to extend the delivery period for the duration of the obstruction and for a reasonable period thereafter to reinstate works. If it is foreseeable that the inability to perform will be of permanent nature, we are entitled to refuse the delivery completely or in part. In that case the Customer is not entitled to any damage claims. He is no longer obliged to fulfil his contractually agreed counter-performance and any advance payments will be returned. 4.4 We are entitled to make partial deliveries. Place of Performance is Braak in Germany, unless otherwise agreed upon in writing. Place of Performance for our delivery is at our warehouse in Braak or Bad Oldesloe depending on where the goods are stored. 4.5 We expressly reserve the right to terminate any business relationship with a customer without giving reasons and not to accept any further orders by a customer. 4.6 Types of shipment are agreed upon pursuant to Incoterms 2010. 4.7 If delivery upon request is agreed upon, the respective requests must be placed within three months after availability of the products, unless otherwise agreed upon in writing. In case the Customer does not request delivery within the specified time, clause 4.7 shall apply accordingly. 4.8 If the Customer refuses acceptance of the goods or if shipment is delayed for reasons which the Customer is responsible, the risk shall pass when his default in acceptance commences. Any storage costs incurred after the risk has passed shall be payable by the Customer. We are entitled to charge either a lump sum of 0.5% of the invoice amount per month as storage costs or the dam-age actually suffered, unless the Customer proves lesser damage. In addition, we are entitled to set the Customer a final period of 14 days and to rescind the contract or claim damages for non-fulfilment if this period lapses without acceptance of the goods by the Customer.
5. Prices/Payments 5.1 Our prices do not include value added tax which will be added to the prices at the rate in force at the time of supply. 5.2 The Customer is not entitled to make any deductions from amounts due to us due to any counterclaims or to exercise a right of retention, unless the counterclaims or the right of retention have been acknowledged by us in writing or declared valid with final effect in a judicial proceed-ing. 5.3 Payment of our invoices is due within 30 days from the invoice date, unless otherwise agreed upon in writing. For payment made by direct debit a discount of 3.5 % of the invoiced amount is granted. For payment within ten (10) days from the date of invoice a discount of 3.5 % of the in-voiced amount is granted. The Customer is in default, if this period lapses without payment. Any further discounts or deductions are not granted. We do not accept bills of exchange. 5.4 If the Customer is in default with any payments due, we are entitled to claim interest at 8 % p.a. above the base-lending rate of the European Central Bank, unless a higher or lower damage is proven. 5.6 The Customer is not entitled to assign any claims to third parties following from this contract without our prior written consent.