§ 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.