We execute all orders placed with our company pursuant to the following conditions only, unless we explicitly have agreed in writing to deviate from this rule. An implicit recognition of terms which are different from the ones below is therefore excluded, especially with respect to the execution of the order placed with us. In case of explicitly agreed deviation from our general terms, the exclusive validity of the other terms which have not been subject to any modification, remains in effect.
All deliveries, even when free of charge, free on bord or cif, are shipped on the risk of the consignee. The calculation will be based on the prices valid on the day of the order. The VAT is billed according to the amount calculated on the day of delivery.
Net payment within 30 days. The supplier is entitled to bill collection fees amounting to what will seem appropriate. If on the basis of previous agreements bills of exchange or cheques are issued or received in payment, the correspon-ding charges for discount, collection etc. shall be paid by the customer. Bills of exchange and cheques will be accepted under the usual reserve only and, in any event, will be considered as payment when honored or cashed.
Delays or obstructions in the delivery caused by fortuitous event, including also mobilization or war, stoppages of any kind, strikes and lockouts, scarcity of raw materials and fuel as well as unforeseeable measures - even when our suppliers are affected by such events - entitle us to cancel the existing obligations to deliver, in total or in part, without granting to the orderer neither any claim for damages, not even those pursuant to article 323 BGB (German Civil Code), nor any right of rescission. This also applies when only parts of the contract are not being complied with.
If after acceptance or execution of the order, we learn of any event which may cause us to believe that the orderer is less solvent than we thought or that our claims could be jeopardized, we are entitled, by exceeding the provisions made under article 321 BGB (German Civil Code) and by deviating from any term of payment otherwise agreed upon, to either ask for immediate safeguard or require immediate cash payment. Even a temporary jeopardy of our claims may cause us to react this way. The same applies when the customer defaults in any of his obligations, e. g. payment or acceptance of shipments.
1. In the case of differences of opinion, the parties undertake to conduct a conciliation procedure with the goal of elaborating a fair agreement reflecting their different interests by means of mediation with the support of a neutral conciliator bearing in mind the economic, legal, personal and social circumstances. All disputes arising out of the contract or about its validity shall be conciliated in accordance with the Conciliation Rules of the Frankfurt am Main Chamber of Commerce and Industry under exclusion of recourse to the ordinary courts of law.
2. The parties shall jointly choose the conciliator. If no agreement is reached about the person of the conciliator, he shall be appointed by the Conciliation Board. This appointment shall be binding for the parties.
3. The costs of the conciliation procedure shall be borne proportionately by the parties unless a different agreement has been reached.
4. If the conciliation fails because one of the parties declares the conciliation to have failed or the conciliator declares the conciliation procedure to be terminated, the arbitration court of the IHK Frankfurt am Main will be resorted under exclusion of recourse to the ordinary jurisdiction.
5. The parties, though, shall not be prevented from instituting summary proceedings, in particular proceedings to obtain a temporary injunction.
6. The place of conciliation is Frankfurt am Main. The Conciliation Board consists of 1 conciliator. The substantive law of Germany is applicable to the dispute. The language of the conciliation proceedings will be German.
The place of delivery for both parties is the domicile of the supplier. The place of jurisdiction is the court competent for the domicile of the supplier.
Effective Nov 9, 2009