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General terms of business for resellers
I. General Information
1. Offers, deliveries and performances take place only on the basis of the following terms of business. They apply to all
future offers, contracts, deliveries and other services (hereinafter referred to as “delivery”) including all future
business activity even if not expressly and separately stipulated. The Terms and Conditions shall be deemed accepted
at the time of order placement or at the latest on receipt of goods.
2. Conditions to the contrary set by our customer shall not be accepted. These may only be applicable with our express
and written consent.
II. Offer
1. Our offers are not binding and are intended for resale.
A contract shall only be completed upon our written order confirmation or by delivery of the goods. Only our
written order confirmation is relevant for the date and scope of delivery. If the order is not confirmed by us in
writing, the Contract shall be completed at the latest upon order execution.
2. Additions, alterations, sub-agreements, telephone and oral agreements made by our representatives shall be legally
binding only if confirmed by us in writing.
III. Prices
1. The prices in this price list are intended only for resale. All prices are net prices in Euro excluding VAT. Unforeseen
changes in costs for raw materials, wages, energy and other factors beyond our control shall entitle us to adjust the
prices accordingly.
IV. Terms of Payment/Solvency
1. Our deliveries are made – solvency assumed – against outstanding account, payment within 30 days from date of
invoice, net without any deduction. A cash discount of 2% is allowed for settlement within 7 days.
2. The customer may set off or withhold payments only if his counterclaim is undisputed or res judicata.
V. Delay of Payment
The receipt of payment date shall be the date on which the amount is in our possession or has been credited to our
bank account. In case of delays of payment by the Customer or if there is good reason to doubt the solvency of the
Customer, we shall be entitled to demand all claims as due immediately and/or to make future deliveries dependant
on an advance security or a contemporaneous payment against delivery.
VI. Deliveries and Passing of Risk
1. The Incoterms 2000 apply to the interpretation of the trade clauses.
Delivery is ex works (EXW).
2. Acts of God or other circumstances outside of our control which render the timely execution of accepted orders
impossible shall relieve us of our delivery commitment as long as these conditions prevail.
3. If shipping is delayed due to circumstances for which the Customer is responsible, we shall be entitled to charge at
cost price, from the 5th working day onwards, storage costs which arise for us or a third party, calculated from the
day on which the Customer has been informed that the order is ready for shipment.
The Customer may rescind the contract if delivery is delayed more than 60 days because of gross negligence on our
part and despite a reasonable period of grace granted in writing.
In the event that the agreed delivery time is delayed by more than six months, either party shall be entitled to rescind
the contract with respect to those parts of the delivery or performance which have still to be fulfilled.
We may rescind the contract if
a) delivery or performance becomes impossible for reasons attributable to the Customer, or is delayed beyond a rea
sonable period of grace established in writing;
b) the Customer's financial situation has worsened notably after ordering the products, and he is not prepared to
pay in advance, nor to provide sufficient security.
Such rescission of contract shall also be permissible if only parts of the delivery or performance, which are still to be
fulfilled, are affected.
If bankruptcy proceedings are instituted against either party's assets, or these proceedings are not instituted because
of insufficient assets, the other party may rescind the contract with immediate effect.
4. Delivered items shall be accepted by the Customer even if they have defects or damage. Obvious defects must be
noted down on the shipping note and confirmed by the driver when accepting the items. The Customer is expected
to store the goods correctly until further clarification.
5. Part deliveries are allowable.
6. In the case of customised products e.g. overprinted or specially manufactured products, we reserve the right to vary
the delivered quantity by plus or minus 10% of the agreed quantity.
7. We reserve the right to alter certain product parameters within the spectrum of properties in order to keep abreast
of technical advances.
VII. Exchange/Complaint
1. We reserve the right to exchange or to take back delivered goods with which the Customer is dissatisfied.
2. Goods have to be checked carefully and completely immediately upon delivery.
3. Complaints must be stated in writing within 3 working days after receiving the goods.
Complaints do not release the Customer from the obligation to pay. Hidden defects must be notified immediately
upon discovery. Otherwise the goods are deemed approved by the Customer.
VIII. Conditional Sale
1. We retain ownership of all and any goods delivered until all existing claims maintained by us towards the Customer
from our business relation have been fully satisfied. All deliveries shall be considered as one inclusive delivery
transaction.
2. Any pledge or assignment as security by the Customer of goods delivered under reservation of ownership is
forbidden. Prior to any pledge or any other infringement of our ownership rights by third parties, the Customer shall
notify us immediately and confirm the right of ownership in writing both to us and the third parties.
3. The Customer assigns his future claims from the resale of reserved goods to us as a precaution for our claims up to
the amount of the mutually agreed final invoice total (incl. VAT).
4. The Customer shall hold our (jointly) owned materials in custody on our behalf at no charge with due care and
diligence as a prudent businessman and shall insure them against fire, burglary and other usual risks.
As long as the goods remain in our ownership, the Customer assigns to us, without prior agreement, all claims
against a third party arising from damage to the goods, up to the amount of the outstanding purchase price of the
goods.
5. Reservation of ownership shall also apply to such new products resulting from the processing, mixing or combining
of the purchased items with other goods in their full amount. These processes shall be performed on our part so
that we shall be deemed to be the manufacturer. If third-party ownership rights extinguish after processing, mixing
or combining with goods from those parties, we shall acquire joint ownership at a ratio of the objective value of
those goods. If our ownership ceases as a result of combining or mixing, the customer shall transfer to us now his
ownership and/or expectant rights of the new stock or item to the extent of the invoice value of goods delivered by
us, and shall hold them in custody on our behalf at no charge.
IX. Final Provisions, Applicable Law
1. Place of jurisdiction for the vendor’s liabilities is the place from which the delivery is made.
Place of jurisdiction for the Customer’s liabilities, in particular for the payment, is Greußenheim, Germany.
2. The business relations with our customers shall be exclusively governed by the laws of the Federal Republic of
Germany to the exclusion of its private international law as far as it refers to the applicability of another legal system.
The UN-Convention on the International Sale of Goods (C.I.S.G.) and other international conventions on uniform
law on the sale of goods shall not be applicable.
3. The place of jurisdiction is 97070 Würzburg, Germany.
4. If any one clause of these Terms and Conditions becomes invalid, the validity of the remaining stipulations shall
not be affected.
X. Data Storage
In accordance with article § 28 of the Federal Data Protection Law, we draw your attention to the fact that the
necessary data within the scope of a business transaction is processed or saved by Electronic Data Processing (EDP)
equipment according to § 33 BDSG. No personal data is passed on to any third party.
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