Unless otherwise agreed upon overleaf, the following conditions apply as part of the contract:
The place of performance for payment as well as the exclusive place of jurisdiction for all disputes is the registered office of the seller. The seller is also entitled to sue at the buyer’s headquarters.
This contract is based on normal unrestricted delivery as well as freight rates valid today, foreign currency transaction rates, charges, regulations and regulations for the export of the goods in question. If any changes in costs occur, they will be charged to buyer’s expenses.
Operational problems, restrictions or disturbances caused by war, strike. Seizure. Force majeure and other circumstances for which the seller is not responsible release the seller from the obligation to deliver without liability for damages. We are also entitled to these rights if the prices for the goods increase by more than 15% in the period between our order confirmation and the delivery.
For the failure of the goods in the manufacturing or for hidden, lying in the nature of the goods or other defects that appear after incorporation of the goods, no guarantee is accepted.
Complaints that are not made within 8 days after receipt of the goods are void. All complaints only apply if the goods are still in their original condition. A complaint does not exempt the buyer from the payment of the goods according to the agreed terms of payment. In the case of quality differences, the buyer is only entitled to a price reduction. The seller has the right to exchange or repair a delivered product.
The seller reserves the ownership of the delivered goods until the complete repayment of all receivables owed to him from the business relationship with the buyer and still to be incurred, also with regard to any current account balance. Bills of exchange and checks are only valid with their redemption as payment. Their property is not extinguished by connection, mixing and processing of the goods (like § 950 BGB). On the contrary, the seller and the buyer of the goods agree that the new thing created by the transformation is created for the seller and, moreover, transferred to her property by the buyer being taken into custody for the seller. The processed goods are used to secure the reservation property only in the amount of the value of the reserved goods. If the goods subject to retention of title are processed, combined or mixed with other objects also under extended retention of title, the seller shall acquire co-ownership of the new object in proportion of the invoice value of his reserved goods to the invoice value of the other processed objects. The delivered goods are to be marked by the buyer in the books and in the manufacturing process in such a way that they can be identified and sorted out at any time.
The delivered goods and the new goods resulting from further processing can only be sold in the ordinary course of business during the period of retention of title and neither pledged nor assigned as collateral without the seller’s consent. If the buyer has transferred or assigns his warehouse in whole or in part for the security of another, then his will to transfer the other property does not refer to the goods delivered under reservation of title by the seller or to the new thing resulting from the work process. In the case of the resale of the goods or the objects produced therefrom, the purchaser named overleaf hereby assigns the claim against his or her purchaser for payment of the purchase price to the clerk named overleaf. If the sale proceeds in the case of a resale to the purchaser named overleaf, he will take the place of the goods and will immediately become the property of the seller mentioned overleaf, insofar as he meets their demand. Seller becomes indirect owner of this proceeds and in case of mixing co-owner. The seller undertakes to transfer the reserved property and assigned claims to the buyer on request, provided that their value exceeds the claims due to the seller by more than 10%. The value of the Reserved Property is determined by the Final Sale Price charged by the Seller to its Buyer; the value of the assigned claim is determined by its nominal value. The buyer has to provide for a sufficient insurance protection against damage of all kinds and hereby assigns the claim against the insurer to the sellers.
If a default of payment occurs or circumstances become known about a worsening of the financial circumstances or seriousness of the buyer, the seller has the right, in addition to the right to surrender of the property, the immediate cash payment of all, even not yet due. To demand amounts as well as the immediate redemption of bills and checks regardless of their expiration date. In this case, the buyer must grant the seller access to his books upon request. The seller is then further entitled to demand advance payment in respect of all existing delivery contracts or to withdraw from the contracts in whole or in part and / or to claim damages for non-performance.
This contract is considered a commercial confirmation letter, even if the return of the counterpart of the contract by the buyer for any reason should be omitted.