Standard Business Conditions:

1 Scope

  • 1.1 The following terms are valid for all of our offers, contracts, deliveries and other services.
  • 1.2 Different agreements as well as the terms of business of the customer are only valid if confirmed by us in written form in every single case. The same is valid for agreements that are made with our salesmen who work out of the office.
  • 1.3 The validity of the general terms of business will not be affected by the possible ineffectiveness of a single regulation.
  • 1.4 The customer accepts these terms of business without reservation at the latest when placing an order.

2 offers/Prices

  • 2.1 Our offers are provisional. Every business deal only comes into being after we have confirmed the order in written form or through its execution.
  • 2.2 All side agreements, especially agreements, information, recommendations, suggestions from our out-of-office em- ployees, have to be endorsed in writing in order to become valid.
  • 2.3 The product and service information in our leaflets and other documents is without obligation provided that it is not explicitly taken over.
  • 2.4 If there is a increase in raw material cost, wages and salaries, manufacturing and shipping costs, we reserve the right to charge prices for the goods that are valid that day.
  • 2.5 Our prices are, if not otherwise agreed upon, strictly net.

3 deliveries and performances

  • 3.1 Delivery will occur at the place chosen by the customer.
  • 3.2 We are entitled to deliver partly.
  • 3.3 Shipment and packing will be charged to the customer‘s expense. Type of carriage and way of carriage will be chosen by us, whereby the cheapest possibility for the customer will be considered.
  • 3.4 If it is explicitly agreed upon that the delivery is free construction site or warehouse, it means that the delivery will occur on a made up road without unloading of the goods.
  • 3.5 The danger of sinking, loss or damage of goods becomes business of the carrier when the goods are despatched
  • 3.6 If the delivery time should be delayed due to a circumstance caused by the manufacturer, the customer has the right to step back from the contract after a time period of 8 weeks after unsuccessful threat of rejection.
  • 3.7 In the case of a delay of delivery which is not caused by the manufacturer (e.g. malfunction, hindered delivery of raw materials, official regulations, strikes and lock outs) the deadline will be extended appropriately. Otherwise the customer as well as the manufacturer are entitled to step back from the contract.
  • 3.8 The right to withdraw from the contract is restricted to the parts of the contract that have not been fulfilled yet.
  • 3.9 Entitlements for damages for the customer are out of question, provided that there is no intention or negligence on the part of the supplier.

4 Withdrawal from contract

  • 4.1 If the customer withdraws from the contract before the manufacturing of the goods, and the manufacturer agrees with the customer, a compensation of 30% of the total value of the order can be claimed. This cannot be done if the customer can proof that the damage for the manufacturer after the withdrawal (expenses and missing of profit) are fundamentally lower.
  • 4.2 Should the customer cancel the contract after the manufacturing of the goods has started, the production costs up to that moment are added to the compensation payments according to section 4.1.

5 Payment

  • 5.1 For delivery of the goods payment within 30 days, net has to take place. We allow a 2% discount if payment is made in cash within 10 days.
  • 5.2 Payments occur cash or with cheque.
  • 5.3 Should the payment deadlines be exceeded by the customer, the manufacturer reserves the right to charge interest of 3% over the discount rate of the Deutsche Bundesbank starting at the occurrence of the delay in payment. The assertion of further damage is reserved.
  • 5.4 The customer can only charge counter demands against the demands of the manufacturer if they are legally established or not denied by the manufacturer.
  • 5.5 Payments to employees of the manufacturer release the customer from his duty only if a written collection authority exists.

6 guarantee

  • 6.1 Our products are manufactured from tested raw material following proven recipies and have flawless quality at the point of shipment.
  • 6.2 The customer has to check the goods immediately and complain about obvious defects in written form within 8 days. The proof of the defects is the responsibility of the customer.
  • 6.3 Objected goods have to be at the place where they were delivered and in the condition they were delivered and cannot be used without a written authorization of the manufacturer.
  • 6.4 Defects that can be traced back to improper storage or use will not be accepted.
  • 6.5 If the defects are acknowledged the manufacturer is obligated to a replacement after an appropriate amount of time.
  • 6.6 The customer is not entitled to other guaranteed claims.

7 entitlement to reservation of proprietary rights

  • 7.1 The goods remain ours until full payment of all of our claims by the customer. The buyer is entitled to decide what to do with the purchased goods in accordance with the regulations of the business.
  • 7.2 If the customer breaches the contract, especially regarding delay in payment, we are authorized to take back our goods. We do not breach the contract if we take back the goods, except in the case where a written statement by us exists. We are authorized to decide on the further use of the returned goods. The proceeds are to be taken into account into the liabilities of the customer minus reasonable utilization costs.
  • 7.3 The reservation of proprietary rights applies to goods that result from the processing, mixing or a combination with our goods to their full worth whereby we are seen as the manufacturer. If during processing, mixing or a combination with goods of a third party the reservation of proprietary rights of that third party are affective, we are co-owners according to the invoice amount of the processed goods.
  • 7.4 Demands against third parties that originate from a resale are being transferred to us.
  • 7.5 If a third person takes hold of our goods or demands, the buyer has to notify us immediately in writing.
  • 7.6 The goods or the demands that are made in their place cannot be pawned to a third party nor transferred before the total payment of our demands.
  • 7.7 If the value of the securities exceeds our claims by more than 20%, we will lift controls over securities according to our choice if the buyer demands it.

8 Place of performance

  • 8.1 Place of performance is Trebur, Germany.
  • 8.2 Place of jurisdiction is Groß Gerau, Germany.
  • 8.3 The court of law is situated in Groß Gerau.
  • 8.4 Only the law of the Republic of Germany is applicable.

9 business dealings with non-business people

  • 9.1 These terms of business apply for non-business people only with the restrictions that arise from the AGB law dated 09.12.1976.

10 concluding remark

  • 10.1 Should single or the above mentioned regulations be or become ineffective, the legal validity of the other regulations will not be affected. Possible invalid regulations should be replaced by regulations that best comply with the economical purpose of the contract and represent the interest of both parties.

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