General Terms and Conditions of Business (International Sales) for SILADENT Dr. Böhme & Schöps GmbH, DE-38644 Goslar, Germany
1. preliminary remarks
The following conditions apply to all contracts, deliveries and services, including consulting services, information and similar. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. Conflicting terms and conditions of purchase of the seller shall not apply unless we have expressly objected to them. Any agreements deviating from these terms and conditions must be confirmed by us in writing to be effective. Should individual provisions be invalid, the validity of the remaining provisions shall not be affected.
2. offers, orders and prices
Our offers are subject to change with regard to price, quantity, delivery period and delivery possibility. Unless expressly agreed otherwise, our prices are valid at the time of receipt of the order. Irrespective of the total costs of the order, costs for processing or orders are incurred in each factory. Our processing costs are not covered for orders with a value of less than € 150.00. In this respect we charge an additional processing fee of 15.00 €. Please reduce your own administrative costs and combine several small orders into one order.
All deliveries by truck shall be made in accordance with INCOTERMS 2020 ‚DAP‘ (Delivered At Place) – but on the basis of the conditions of the respective carrier – at the risk of the seller with a carrier or parcel service of his choice, unless the buyer wishes another preferred mode of transport to be used in accordance with Incoterms 2020. All deliveries made by sea or air transport shall also be made in accordance with one of the INCOTERMS 2020 at the seller‘s option or in accordance with the buyer‘s specification. Additional costs arising from special shipping requests of the buyer shall be borne by the buyer. We will endeavour to meet the stated delivery times as far as possible without assuming any liability for this. Should a delay in delivery occur, the buyer can only withdraw from the contract if he has set a reasonable grace period of at least 4 weeks for performance. War, operational disruptions or interruptions in sales, orders from above or other cases of force majeure such as strike, lockout or shortage of labour, which reduce or prevent production and dispatch at our or our suppliers‘ premises, release us from the obligation to deliver for the duration of the disruption and to the extent of its effect, or entitle us to withdraw from the contract in part without the buyer having any claims for damages.
The prices stated are ex works including packaging.
5. warranty, complaint
It is incumbent on the accepting party to immediately carry out a careful incoming goods inspection with regard to the goods delivered to him and with a view to safeguarding claims against the bearer and the respective insurers. We can therefore only consider complaints by the customer if they are made in writing within 14 days of receipt of the goods at their destination, unless the defects are not apparent. If the defects only become apparent during application, use or processing, the complaint must be made in writing within 14 days, stating all circumstances. We are only obliged to make a replacement delivery within the statutory warranty period if the goods delivered by us have material defects or if warranted characteristics are missing. The rejected goods may only be returned to us with our consent. We will remedy justified defects at our discretion by a price reduction, exchange or by taking back the goods. Further claims against us, regardless of the legal basis, in particular for compensation for consequential damages and for negligent breach of secondary contractual obligations, are excluded. The obligation to pay damages shall not apply if we are not given an opportunity to inspect the goods and no reasonable delivery period is set thereafter.
The terms of payment depend on the contract, usually advance payment or 30 days net. Fees for international bank transfers are generally charged to the client. Any fees nevertheless incurred will be charged to the client subsequently.
7. reservation of proprietary rights
The goods remain our property until all our claims, including future claims arising from the business relationship with the buyer, have been satisfied in full. If the buyer does not fulfil his obligations to us despite a reminder, we are entitled to demand the return of the reserved goods to us without the need for an extension of the deadline or a declaration of withdrawal. Taking back the reserved goods shall only constitute a withdrawal from the contract if we have expressly declared this in writing. The ownership extends to the products resulting from the processing. The processing shall be deemed to have been carried out without the buyer having any claims arising from the processing and securing of the reserved goods. He is obliged to keep the goods for us and to insure them sufficiently against loss, theft or damage. He hereby assigns his claims arising from the insurance contracts to us in advance. If the buyer does not fulfil his obligations to us, he may use the delivered goods and the objects created by processing in the ordinary course of business, but without any claim to pledge or security. The buyer must reserve ownership of the goods to which he is entitled vis-à-vis his customers until they have paid the purchase price. If the buyer processes third-party goods that do not belong to us, we shall be entitled to co-ownership of the new item in proportion to the invoice value of the processed goods. The buyer hereby assigns to us in advance all his claims, ancillary and security rights to secure the resale of the goods subject to retention of title. If we are only entitled to a share of the goods subject to retention of title, the share of the claims from the sale to be assigned to us shall be determined by our share of ownership. If the goods subject to retention of title are sold together with goods owned by third parties at a total price, the purchase price claim shall only be deemed to be equal to the proportionate amount of the value of the conditional raw materials. The buyer is entitled to collect the claims from the resale as long as he fulfils his payment obligations to us according to the contract. At our request, he must inform us of the debtors affected by the assigned claim. If the realisation of our claims appears to us to be at risk, we may notify the debtors of the assignment of the claim. The buyer must inform us immediately if third parties have access to the reserved goods or the assigned claims. As soon as our claims arising from the business relationship have been paid in full, ownership of the goods subject to retention of title shall immediately pass to the buyer and he shall be entitled to the assigned claims.
8. protection of proprietary rights
If goods delivered by us are processed which bear a brand name, our brand name may only be used on the goods manufactured from it with our express prior consent. The same applies to the use of our product names and brand names in advertising materials, price lists and other business documents.
Unless otherwise provided above, we and our vicarious agents and assistants shall be liable for claims for damages by the customer arising from positive breach of contract, breach of duties during contract negotiations and tort for personal injury and damage to property in accordance with the applicable statutory provisions of the Federal Republic of Germany. Liability for financial losses is excluded.
10. Scope of application, place of performance, place of jurisdiction
The law of the Federal Republic of Germany shall apply to all business and legal relations between us and the buyer, excluding the United Nations Convention on Contracts for the International Sale of Goods. If the buyer is also a merchant, but not a merchant within the meaning of § 4 of the German Commercial Code (HGB), or is a legal entity under public law, the agreed place of performance for deliveries and services shall be the seller‘s registered office and the agreed place of jurisdiction shall be Goslar, Germany.