TERMS & CONDITIONS
§ 1 – Scope of application
Our quotations, our deliveries and services only take place solely to these general conditions of sales and are only aimed to companies in terms of § 14 BGB (code of German Civil law). These general conditions of sales are valid also for all further business relations even if they have not been expressly agreed again. Purchaser’s acknowledgements referring to his own terms and conditions are not recognized and are hereby rejected. The acceptance of alternative conditions of the purchaser requires our explicit written confirmation.
§ 2 – Quotation – quotation documents – order – rescission
2.1 Our quotations and delivery promises are subject to change and without obligation. The contracts get only effective by our written order confirmation or by our on schedule delivery. In case of an on schedule delivery the invoice has to be understood as an order confirmation.
2.2 Unwritten – oral or by telephone – agreements require a written confirmation. In particular all our employees are committed to confirm oral sub agreements or all promises besides the content in the written contract or which will change this general conditions of sale to our disadvantage in written form. The written form is also preserved by fax, email or any other kind of data transmission.
2.3 Variations of weight, number of items and other sales units are allowed up to 10%. In case of tolerances on thicknesses we reserve a variation of +/- 10% and in case of tolerances on sheet sizes a variation of +/- 2mm.
2.4 Solely the purchaser has to check and to test the suitability of the delivered object of agreement with regard to the end-user application or the process demand due to the fact that the application and production processes are not part of the object of agreement.
2.5 In case of emerging circumstances after the conclusion of the contract which cast the credit rating of the purchaser into doubts, we are entitled to ask for prepayments. We are allowed to withdraw from the contract with exclusion of any claims of compensation, if the purchaser disapprove the prepayment.
§ 3 – Prices – payment – payment terms
3.1 Our prices have to be understood – in case nothing else has been agreed – ex works without packaging which will be invoiced separately.
3.2 In case that no fixed prices have been agreed, we reserve the rights for reasonable price adjustments due to alterations of salary, raw material, distribution expenses and/or due to direct or indirect extraordinary expenses for shipments which are realised one month or later after conclusion of contract. These price adjustments will be proven on request of the purchaser.
3.3 In case of no other agreements all payments have to be transferred without any discount within 30 days after day of invoice on our accounts mentioned on our invoices. All kind of charges and transfer costs are at the expense of the purchaser and are due at once.
3.4 The deduction of cash discount is only allowed due to a particular written arrangement.
3.5 We will charge interests of 8% on top of the at the time valid prime rate per year – at least 10%. We explicitly reserve the right of an assertion of a higher damage caused by delay as the purchaser has the right to prove that the damage caused by delay create no or just a lower damage.
3.6 We could ask for a deposit or for cash payment step by step against output, if reasonable doubts with regard to the purchaser capacity to pay result from experience with slow form of payments, default of payments or acts of protest. We could resign from the unfulfilled part of the contract, if the purchasers don’t follow our request within a reasonable time. The deadline is unnecessary if it’s obvious, that the purchaser isn’t able to make the deposit for example due to the opening of the insolvency proceedings concerning the assets of the purchaser.
§ 4 – Summation and right of retention
4.1 The purchaser is only entitled to summation, if his counterclaim is undisputed and legal determined. The purchaser is only authorized to exercise his right of retention, if his counterclaim is based on the same contractual relationship.
§ 5 – Delivery time
5.1 The delivery deadline starts with the dispatch of the order confirmation, but not before all particulars of the order execution and technical details or an agreed prepayment. The delivery deadline is deemed to be met, if the subject of contact has left the production place or the readiness of dispatch has been advised.
5.2 Part-deliveries are acceptable in an adequate amount.
5.3 In case of dispatch delays caused by circumstances for which the purchasers take responsibility we reserve the right to:
- Stock the subject of contract at the expense of the purchaser in our stock or at a third party.
- Resign from the contract and to ask for compensation after granting an adequate respite.
- Invoice further costs caused by missing formalities or not in time submitted formalities e.g. import or export licences.
- To hold the purchaser responsible for the danger of quality degradation caused by the dispatch delay.
- We reserve our rights for additional pretensions.
5.4 Act of god, disruption in operation, strike and industrial conflicts, difficulties in raw material and energy purchase, forwarding delays, lack of labour, energy and raw material, sanctions of authorities, difficulties of granting import-or export licences and other unforeseeable not avoidable disruptions will extend the delivery deadline for the durability of the disruptions and their impacts. This is also valid if the disruptions occur also during an existing delay. Both contractual partners have the right to resign from the contract, if the disruption is not of temporariness durability but longer than a minimum of 4 months. A requirement on compensation is excluded in case of the a.m. reasons.
5.5 In case of a dispatch delay caused by SEIBERT PFV we will liable within the legal limits. The liability will be limited to a typically occurring damage. Requirements on compensation in case of petty negligence are excluded. In case of a dispatch delay we will be liable with a compensation flat charge of 0.5% for each finalised week, maximum 4% of the delayed order value. The claim for damages instead of output according to figure 10 will not be affected. The purchaser will inform us at the latest with signing of the contract about contract penalties, which will be applied for the purchaser’s customers.
§ 6 – Passing of risk – packaging – nondisclosure
6.1 Deliveries are considered as ex works deliveries, unless otherwise nothing else is agreed.
6.2 The risk is transferred to the purchaser as soon as the subject of contract is passed over to the forwarding company or to the person who will be responsible for the freight or as soon as the subject of contract has left our company for dispatch and is at the purchaser’s disposal or as soon as the dispatch will be delayed without our fault, the purchaser has been informed about the readiness of dispatch even so in case of partial deliveries or even so if we’ve taken over other services e.g. forwarding costs.
6.3 On special request of the purchaser we will insure the delivery against damage of transit. The costs will be at the expense of the purchaser.
6.4 Transport packaging will not be taken back.
6.5 The contractual partners commit themselves to keep all none apparent commercial and technical details which become known during the business relationship in confidence as a business secret.
§ 7 – Warranty
7.1 The claim of warranty of the purchaser is based on the fact, that obvious defects of the delivered subject of contact will be presented immediately, at the latest 8 days after reception of the subject of contract, and that hidden defects will be presented immediately, at the latest 3 days after detection of the defects in written form. Claims out of warranty will expire if the purchaser will not comply with the a.m. deadlines.
7.2 The begin of the limitation period for claims will end 12 months after handover of the subject of contract as far as we not violate deliberately or grossly negligent our duties or we conceal maliciously any defects.
7.3 The purchasers don’t have the authority to complain the complete delivery if only a part of the delivery is defected.
7.4 In case that delivered subjects of contract should exhibit despite applicable accuracy any defect which already exits at the moment of the transfer of risk, subject to in due time occurred notice of complaint, we will retouch the subject of contract or will deliver compensation. The purchaser has the choice to resign from the contract or to ask for a decrease of the payment, if the rectification of defects or the compensation failed. We initially emanate from a failure of the rectification of defects or a failure of the compensation, if we did have adequate chances without achieving the agreed product characteristics, if a rectification of defect or a compensation will be impossible, a rectification of defect or a compensation will be unacceptable delayed and if an unacceptability due to other reasons exist. In case of compensation delivery the purchaser is engaged to keep the defective subject of contract at our disposal.
7.5 Claims of warranty don’t exist in case of only insignificant commercial or technical variations with regard to weight, width, quantity, converting or as the case may be. An Accountability for damages caused by faultily and careless treatment, improper equipment or caused by external influences, which are not assumed according the contract, are excluded.
7.6 Claims of warranty of the purchaser with regard to necessary expenses for supplementary performance especially forwarding, labour and materials costs and other costs are excluded, as far as the expenses increase due to the fact that the delivered subject of contract has been shipped after the fact to another place than the official location of the purchaser unless the shipment to another place match with the conventional habit.
§ 8 – Retention of title
8.1 We reserve all rights on the property in delivered goods up to the time of the reception of all payments and irrevocable credit notes of accepted cheques and bills concerning to the business relationship with the purchaser. The retentions of title correspond in case of the existence of an open account only with the accepted account balance. Contrary to contact behaviour of the purchaser especially in case of delays in paying debts entitle us to take the delivered subject of contact back.
8.2 The purchaser is committed to handle the delivered subject of contract carefully and especially insure it against fire, thievery and water damages to the value as new on his own expenses. Access of third parties to the retained subjects of contract has to be indicated immediately to us. Any costs caused by the prevention of the access are at the expense of the purchaser unless the costs could be collected at the third party.
8.3 The converting of the retained subject of contract will always take place in our name and title without any commitment for us. In case of the converting with other products we gain a co-ownership of the new product in a percentage equal to the value of the original products in relation to the other products.
8.4 The purchaser is only entitled to sell the retained subject of contract in a regular and proper course of business.
8.5 By now the purchaser assign his claims in advance which will be generated out of the sales ort he further use of the retained goods against a customer or a third party. We will accept the assignation.
8.6 The purchaser has to collect the assigned debts for us. The right to collect expire in case of delays of payments of the purchaser or in case that his assets degrades essentially especially in case of an opening of an insolvency proceeding against the assets of the purchaser. The purchaser isn’t allowed in these cases to sell or further use the retained subject of contract. The purchaser has to inform his customer about the assignation, has to inform us about all necessary details fort he collection of receivables and to hand out all corresponding files. The redemption of retained subjects of contract is no resignation of the contract. We are authorised to an uncommitted application of the retained goods.
8.7 On request of the purchaser we will approve according to our choice his deposit, if the value of the purchaser’s deposit will be 10% higher than our receivables.
§ 9 – Obligation to inspect
9.1 All data given in our datasheets are based on our current knowledge and application-technological experiences. The purchaser is not exempt from own tests in order to check the suitability of our products for his application due to the fact of various external and unknown influences during processes and application. A liability for damages which could have been avoided by tests with regard to the application and impact on other products are excluded.
9.2 We are entitled to technical changes in the course of product developments as far as these changes are standard and reasonable for the customer.
§ 10 – Liability
10.1 Claims for damages – regardless of which type – against us are excluded, if we, our legal representatives or our auxiliary persons caused these damages by slight negligence. This liability exclusion is neither valid in case of body harm, nor in case of acceptance of a guarantee, nor in case of essential breach of duties out of the contract which will endanger the aim of the contract. Our liability is limited towards the extent of warranty resp. in case of breach of duties with slight negligence towards the foreseeable and typical damages for this type of contract. Claims on loss of profit, saved expenses and claims of damages by third parties are excludes in general. Requirements with regard to the product liability act remain unaffected.
10.2 The liability caused by delay of dispatch is ruled in § 5 figure 5.4.
10.3 With exception of the requirements out of the warranty, out of the product liability act or out of injuries to life, body and health all claims for damages will prescribe one year after the purchaser achieve acknowledgement of the damage and of his duty of replacement or should have achieved without gross negligence.
§ 11 – Place of delivery and place of jurisdiction
11.1 place of delivery according to the contract for all outputs and duties is our business location.
11.2 Exclusive place of jurisdiction for all direct and indirect existing disputes out of all contracts is our business location.
§ 12 – Miscellaneous
12.1 These terms & conditions and for all privity of contract between the purchaser and us are governed by the law of the Federal Republic of Germany. The clauses of the UN-law (CISG) will not be implemented.
12.2 The invalidity of single clauses doesn’t affect the validity of all other clauses. The invalid clause is deemed to be replaced by a commercial equal clause.
