General Terms and Conditions of Sale and Delivery
All sales as well as supplies of goods and services on our part are subject to the following terms and conditions. We do not accept any contradictory terms and conditions of our contractual partners even if we execute an order without once again expressly objecting to such terms and conditions. Our terms and conditions are deemed to have been accepted by the customer by placing an order or accepting the goods. They apply likewise to all future transactions without the need for an additional express agreement.
Offer, order and prices:
Our offers and prices are without obligation and non-binding in all cases. Descriptions and illustrations of the goods to be delivered in catalogues, in offers or on our website do not warrant any particular quality. To the extent not otherwise expressly confirmed by us in writing, prices are stated net-net from our warehouse in Hamburg.
Shipping and delivery:
Shipment is for the account of and at the risk of the contractual partner. The customer is responsible for any damage that may occur during shipment. We will only obtain transportation insurance upon written instruction by the customer; the customer is liable for the cost of such insurance.
All deliveries are subject to availability. Acts of God and all events outside of our control (disruptions in our operations as well as the operations of third parties on whom we depend for manufacture and transport, war, strike, lockout, unrest, heating and motor fuel shortages, transportation breakdowns or labour restrictions) relieve us from the requirement to adhere to delivery commitments and agreed prices. Claims for damages due to delayed delivery or non-delivery are prohibited.
The invoiced amount (net price plus VAT) is due and payable six days after the invoice date. Default interest in the amount of nine percentage points above the respective base lending rate of the German Central Bank, however at least 13% p.a., is payable in relation to the open invoiced amount concerned.
Payment by means of bill of exchange or cheque requires prior agreement. Bills of exchange and acceptances are only accepted on account of payment. Any related costs shall be charged to our customer.
Our customers have no right of retention in relation to any claims they may have. A set-off may only be claimed in the case of counter-claims that are undisputed or have been finally determined by a court.
If we become aware of a material deterioration in the customer’s financial condition, we are entitled to demand delivery of goods in exchange for payment in advance, to revoke the contract or to demand the immediate return of any goods delivered by us subject to the reservation of title. The foregoing is without prejudice to the right to assert claims for damages.
Goods are to be accepted within seven days of availability in Hamburg. If the customer is in default of acceptance, we are entitled to revoke the contract after granting a five-day grace period and to demand damages for non-performance.
Any claims for defects must be submitted to us in writing within one week after receipt of the goods. The return of defective goods requires our written consent.
In the case of defects or the absence of warranted characteristics, the customer merely has a right to cure, i.e. the resolution of the defect at no charge or the delivery of a replacement that is free of defects. If an attempt at cure fails definitively (three attempts at cure), the customer is entitled to reduce the price or revoke the contract. The customer has no right to assert claims for damages, including any consequential damages. The customer has the right to cure up to a maximum amount equal to the value of the order with regard to defective goods delivered by us. We are not obliged to attempt cure so long as the customer has not complied with its duties of acceptance and complete payment of the goods.
Retention of title:
Delivered goods remain our property until complete satisfaction of all current and future claims to which we are entitled from our customer on the basis of the business relationship (retained title). Our claims do not lapse as a result of inclusion in a current account balance and its recognition. Our customer is required to properly store the goods and to insure them adequately at its expense. If our ownership interest is impaired as a result of attachment or by any other means, the customer is required to inform the third party concerned of our ownership interest in the goods immediately and, concurrently, inform us of such impairment and send/surrender any relevant documents.
The customer is entitled to resell or process the goods in the ordinary course of business. Claims due the customer based on the resale of goods subject to reserved title are hereby assigned to us in advance, which assignment we likewise hereby accept.
Intellectual property rights:
The customer is notified that offering and selling goods supplied by us may infringe our utility models or utility models of third parties and may violate provisions of competition law. We assume no liability for any resulting legal deficiencies.
Place of performance and jurisdiction:
The place of performance and jurisdiction for any and all claims and disputes arising under the contractual relationship is Hamburg or, at our option, the location of the customer’s domicile. This applies in like manner to claims related to bills of exchange and cheques.
In the event that any of the provisions set out above are not applicable on legal grounds or because they have been contractually waived, all remaining provisions remain in full force and effect. Any ineffective provision is to be interpreted by agreement of the parties, or amended if needed, such that it comes as close as is possible to achieving its intended purpose in a permissible manner.
Hamburg, dated 1 January 2011