1. Our general conditions of sale apply to all agreements and offerings. Customers recognize them as valid by making an order or accepting a delivery. Deviations from these conditions of sale require our express written approval.
2. Our offers are conditional. Orders are binding for us only if we confirm their receipt in writing or fill them by sending the ordered merchandise. In this regard, please take note of the minimum order amounts.
3. a) Orders for which fixed prices have not been agreed will be invoiced on the basis of the list prices valid on the day of shipment. If the list prices have increased since the day on which the contract was concluded, the buyer is entitled to withdraw from the contract within 8 days of receiving notification of the price increase.
b) Payments must be made in accordance with the agreed-on payment conditions. If, after an order has been received, we should have doubts concerning the buyer’s creditworthiness or ability to pay, we reserve the right to request advance payment or security. If the buyer does not comply with this request, we are entitled to withdraw from the contract. In the case of an overdraft, we reserve the right to charge interest on the invoiced amount in accordance with the overdraft rate for banks, but at least 3% above the German Central Bank’s discount rate. Customers may not exercise a right of retention or offset our claims, except in cases where counter claims are undisputed or res judicata.
4. We strive to deliver goods as quickly as possible. Agreed-on delivery periods are calculated from the date of dispatch. Should a delivery be delayed, the buyer can set a grace period of an appropriate length. This period of grace must be at least 4 weeks. Once this period of grace has expired, the buyer has the right to withdraw from the contract. The buyer must notify us of this withdrawal in writing immediately after the grace period has expired. If deliveries are delayed, our liability is limited to the value of the goods whose delivery is delayed. Claims extending beyond this are excluded. Interruptions in operations, strikes, lock-outs, scarcity of raw materials, energy or labour, delivery delays or non-delivery by our suppliers, government restraints or other events of force majeure release the affected party of the obligation to deliver or accept the goods for the length of the disturbance and in accordance with its impact.
5. All deliveries are shipped at the risk of the buyer, even when we bear the cost of shipment. Partial deliveries are permitted. We will select the method and mode of dispatch. Should the buyer desire express, priority express or airmail shipment, he or she shall bear the associated costs in full. No packaging, shipping or postage costs will be charged for deliveries valued at over ¥250. Train shipments are delivered free on rail. Additional costs are charged for express, priority express and airmail deliveries, as well as for COD and similar services. We will conclude an insurance policy only at the buyer’s request, charging 1% of the good’s value for this service. Deliveries are made only in the packaging units listed in the valid sales documents. We grant a discount of 2% for payments made within 8 days of the invoice date. Payments made within 30 days of the invoice date are at net prices. Customer complaints do not postpone the date on which the invoice is due.
6. a) Any complaints must be made in writing upon receipt of the goods (within 14 days in the case of obvious defects). If the complaints are justified, we have free choice to either deliver a replacement or rectify the defect. If we allow a period of grace to expire without providing a replacement or rectifying a defect, the buyer is entitled to withdraw from the contract.
b) Damage claims, including such claims against our employees, are excluded in the event of impossibility of performance, positive violation of contractual duty, culpa in contrahendo and tort, unless they are a result of gross negligence or malicious intent.
7. For deliveries within Germany, the delivered goods remain our property until all claims resulting from the business transaction with the buyer have been fully settled. The buyer has the right to use the goods in the ordinary course of business. However, the buyer may not pledge the goods or transfer them by way of security without our written consent. For reasons of security, the buyer transfers to us all claims from the sale of the goods which entitle us to property rights. If the value of the security exceeds the value of the claims being secured against by more than 10%, we are obliged to release the goods at the buyer’s request. If the buyer does not meet his or her obligations, he or she must provide us with the information we need for collection purposes about the transferred claims and notify the debtors of the transfers.
8. The place of performance for all obligations resulting from the contract is Karlsruhe. If the buyer is a general merchant, the place of jurisdiction is either our general place of jurisdiction or the buyer’s general place of jurisdiction, in accordance with our choice. Contracts with foreign buyers are subject to the laws of the Federal Republic of Germany, with exception of the uniform law on the sale of goods. The place of jurisdiction for all disputes arising from the contractual relationship is either our general place of jurisdiction or the buyer’s general place of jurisdiction, in accordance with our choice.
9. Value added tax will be added to all prices quoted here.