General Terms and Conditions of Business for SILADENT Dr. Böhme & Schöps GmbH, DE-38644 Goslar, Germany
The following terms and conditions apply to all contracts, deliveries and services, including consultancy services, information and similar. They thus apply to all future business relations, even if no related express agreement exists. Conflicting terms and conditions of purchase on the part of vendor shall not apply if we have not expressly contradicted these. Arrangements deviating from these terms and conditions shall require written confirmation on our part in order to be effective. Details of the purpose of our goods and products as well as details of the methods of application or processing shall be binding for us unless provided in writing, in particular within the context of presenting and packaging the goods and products. Should individual provisions be ineffective, the effectiveness of the remaining provisions shall not be affected thereby.
Quotes, orders and prices
Our quotes are subject to change without notice with regard to price, quantity, delivery deadline and possibility of delivery. Unless otherwise expressly agreed, our list prices at the time when the order is received shall apply. Costs arise in each plant with respect to the processing or orders, independently of the total cost of the order. Our processing costs are not covered for orders with a value less than € 150.00 (abroad). In this respect we bill an additional processing charge of € 15.00 (abroad). We apologize for any inconvenience. Please reduce your own administrative costs and combine several small orders together in one order.
All deliveries take place at the purchaser’s risk even when we bear the freight charges. Our obligation to deliver shall be considered as fulfilled when the goods are handed over to the carrier or, if the purchaser is collecting them, when they have been made ready for collection. Unless otherwise agreed, we shall choose the method and route of shipment. Additional costs arising due to special shipment- related requests on the part of the purchaser shall be borne by same. We shall endeavour to comply with the indicated delivery deadlines to the greatest extent possible, without assuming liability for this. Should a delay in delivery occur, the purchaser may only withdraw from the contract if he has set an appropriate subsequent period within which to make performance of at least 4 weeks. War, plant interruptions or interruptions in the sales/marketing department, dispositions decreed from above or other Acts of God such as strikes, lockouts or a lack of workers, which reduce or prevent manufacture and shipment on our part or on the part of our suppliers, shall release us for the duration of the disruption and to the extent of its effectiveness from the obligation to deliver or shall entitle us to partially withdraw from the contract without claims to compensation arising to the purchaser.
Packaging and shipment
The prices quoted shall be ex works including packaging. Deliveries shall be made carriage forward or free domicile by parcel service or carrier.
It shall be incumbent on the person accepting the goods to immediately carry out a careful incoming inspection with respect to the goods delivered to him and with regard to safeguarding claims against the person making the delivery and the relevant insurers. We may therefore only consider customers’ complaints, if they are made in writing at the place of destination within 14 days following receipt of the goods unless it is not possible to recognize the defects. If the defects initially become evident during application, use or processing, then the notice of defects must be made in writing within 14 days, including details of all the relevant circumstances. We shall only be required to make substitute delivery within the statutory warranty period if the goods delivered by us contain redhibitory defects or of if promised features are missing. The goods which are the subject of the complaint may only be returned to us with our consent. We shall at our own discretion remedy substantiated defects by means of a price reduction, exchange or by taking back the goods. Additional claims against us, regardless of the legal basis, in particular for compensation for consequential damage and for negligent violation of secondary contractual obligations, shall be excluded. The obligation to comply with compensation for claims shall not apply if we are not provided with the opportunity to make an inspection and if no appropriate delivery deadline is fixed thereafter.
Our express consent is required for acceptance of bills of exchange as payment. All bill charges shall be borne by the purchaser. The purchaser shall not be entitled to a right of lien unless the claim and counterclaim are based on the same contractual relationship. The purchaser may not be entitled to offsetting unless this is associated with an undisputed claim or a legally enforceable claim. Terms and conditions of payment shall be according to contract, as a rule 30 days net or cash in advance.
Reservation of ownership
The goods shall remain our property until all of our debt claims, including future debt claims, arising from our business relationship with the purchaser have been satisfied in full. Should the purchaser not fulfil his obligations to us despite being sent a reminder, we shall be entitled to request that the conditional commodities be returned to us, without extending the payment deadline or providing notice of withdrawal. Repurchase of the conditional commodities shall include withdrawal from the contract only if we have expressly declared this to be the case in writing. Ownership shall extend to the products created by means of processing. We shall consider processing to have occurred without claims arising to the purchaser as a result of the conditional commodities being processed and safeguarded. He shall be required to keep the goods safe for us and to insure them adequately against lost, theft or damage. He shall hereby assign to us in advance his claims arising from the insurance contracts. Should the purchaser not comply with his obligations with respect to us, then he may use the delivered goods and the objects created as a result of processing them during the course of proper business, but shall not be entitled to pledges and security considerations. The purchaser must retain ownership in the goods to which he is entitled with regard to his purchasers until the latter have paid the purchase price. When another person’s goods not belonging to us are being processed by the purchaser we shall be joint owners of the new objects in relation to the invoice value of the processed goods. The purchaser shall hereby assign to us in advance all of his claims, secondary rights and security rights, including bills of exchange and cheques, as a guarantee with regard to resale of the conditional commodities. If we only own a share in the conditional commodities, then the share in the claims to be assigned to us arising from the sale shall be measured in accordance with our share in the ownership. Should the conditional commodities be being sold at an overall price with goods owned by another person, then the purchase money claim shall only be considered as being assigned to the prorated amount of the value of the conditional commodities. The purchaser shall be entitled to collect the claims arising from the resale as long as he fulfils his payment obligation with regard to us in accordance with the contract. At our request he must inform us of the debtor affected by the assigned claim. Should it appear to us that realization of our claims is endangered, then we may inform the debtors of the assigning of the claim. The purchaser must inform us immediately if third parties have access to the conditional commodities or to the assigned claims. Once our claims arising from the business relationship have been paid in full, ownership in the conditional commodities shall immediately pass to the purchaser and he shall be entitled to the assigned claims. At the request of the purchaser we shall be obliged to release the claims to which we are entitled to the extent that their value exceeds that of all of the claims to be safeguarded by 25%.
Protection of proprietary rights
If goods delivered by us carrying a brand name are being processed, then our brand name may only be used on the goods produced as a result with our express prior approval. The same shall apply to use of our product names and brand names in advertising material, price lists and other business documents.
Scope, place of performance, place of jurisdiction
The laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods, shall apply to all business and legal relationships between us and the purchaser. If the purchaser is also a businessman, but not a businessman in accordance with § 4 of the German Commercial Code, or if he is a legal entity according to public law, then the agreed upon place of performance for deliveries and services shall be the headquarters of the vendor and the agreed upon place of jurisdiction shall be Goslar, Germany.
Goslar, Germany, February 2017