Sales, Payment and Delivery Conditions of Polytetra GmbH as per 01-07-2002
All our quotations are subject to confirmation. Oral, telegraph or telephone agreements shall become binding to us only once confirmed by us in writing..
- Delivery and invoice shall be based on the conditions and prices as last confirmed by us to the ordering party. In so far the prices given in our quotations shall be suggested prices. Prices shall be ex works, excluding packaging.
- Unless free of charge has been agreed, all freight charges shall be to the account of the ordering party. Charges ex site of receipt shall be at his expense. Discounts on freight shall not be granted. Insurance shall be arranged for only upon written request and at the expense of the ordering party.
- Dispatch of the goods ex works or ex delivering storage shall always be at the risk of the ordering party.
- Our invoices are payable in EURO.
- Invoice amounts shall be payable without any deduction of stampage or charges within 30 days from date of invoice nett cash, unless otherweise agreed. Late payments shall be subjected to default interest from the date of delay on of at least 8 % above the applicable ECB base level of interest.
- Cheques shall be treated as cash payment as long as submitted in time, so that they can be honoured within the above mentioned payment terms.
- Bills and cheques shall be credited only under deduction of according interest and costs as arisen to us, provided we receive them in proper manner. Bills of exchange and cheques shall be accepted only for reasons of payment. We shall not guarantee for correct presentation and arrangement of protests.
- The handing over of own or other acceptances, whose acceptance we reserve in any case, shall not be regarded as cash payment. No cash discount on bill of exchange payments shall be granted. Discount charges and stamp duties on bills of exchange shall be at the ordering party’s charge.
- There shall be no interest on advance or instalment payments.
- We shall at all times be entitled to the assessment as well as cancellation of credits granted – also within the before mentioned payment terms, even after conclusion of a contract. Furthermore, we shall be entitled to demand at any time without giving reasons securities as judged sufficient by us. In case that such are not presented upon our request, our claim shall be due immediately.
- The ordering party shall only then be entitled to adding up or withholding payments, if his counter claim is undisputed or has been legally declared. Deductions shall be accepted only, if agreed.
- Payments must be made to the place of fulfillment in order to cover debts. Payments to employees of our company shall only then cover debts, if they have an authority to collect.
Paper packaging shall be charged at lowest possible cost. Boxes, crates, barrels, bags and other packagings shall be charged and be credited at 2/3 of the invoiced value, if returned in good shape free of charge within 4 weeks from receipt of the delivery.
A railroad official’s remark „packed insufficiently” shall never be to our disadvantage.
Indicated delivery terms are to be understood as approximate only. Fire, explosions, floods, official measures, strike or other unforeseen circumstances and cases of force majeure on our side or at suppliers of materials required for the manufacture of our products or the forwarding agent shall entitle us to withdraw from the contract without granting claim for damage and without liability to supply later or to reduce the agreed delivery quantity and shall release us from the obligation to supply in time.
Our indications in respect to the delivery and performance item, to application etc. are to be regarded as approximate. They are not guaranteed properties.
We shall try our best to avoid deviations from samples or earlier deliverires – as far as technically possible. However, depending on the item we reserve the right for deviations within a range of 10 % up and downwards, also in respect to colour. We shall not guarantee for keeping specific weights.
Apart from this the usual commercial provisions shall apply in all cases.
Delivery frame: We shall be entitled to make part deliveries as far as these partial deliveries are in a reasonable relation to the total performance and the amount of individual deliveries is not unreasonably small.
We reserve the right to remain approximately 10 % under the agreed total delivery frame. An according shortage shall not present a default in the sense of § 434 III BGB.
Additional deliveries to an extent of 10 % of the agreed total delivery frame shall be understood as offer to conclude a further purchase contract, which shall be understood as accepted if the goods are taken without claim and without explicit note. Claims must be filed within the time frame of § 377 HGB. Additional deliveries exceeding the agreed delivery frame by more than 10 % shall be regarded as offer, which is accepted at latest with payment of our invoice.
We shall guarantee for considerable defaults of our supplies and performances, especially faulty manufacture and material, either in the form of repair or by replacement delivery – as we choose. In the case of lacking promised properties the ordering party may choose to either reduce his payment or demand cancellation of the contract. Further claims, especially with regard to damage of whatever kind are – as far as legally possible – excluded. We shall not be held liable for consequent damages of any kind. We shall not guarantee for manufacturing and material defaults, which have evidently not arisen by our fault. We shall not guarantee for advice given by us. The customer is thus responsible for investigating documents obtained from us by himself. All guarantees shall fall under a 6 months prescription. No time guarantee shall be granted.
Complaints must be filed in accordance with § 377 HGB immediately upon receipt of the goods, in case of hidden defaults within 10 days after they have been found in writing. Returns shall be accepted only with our prior consent.
Reservation of Ownership:
All deliveries remain our property until all our accounts receivable – for whatever legal reason – have been fully paid, even if the purchase price for particular indicated receivables has already been paid. Selling-on or granting of rights in respect to our deliveries prior to payment shall only be acceptable within the frame of an orderly business and shall otherwise be subjected to our approval. In case that the purchaser violates this condition or is late with his payment, any selling-on or further utilization shall be illegal and be regarded as prohibited.
Treating and processing into a new movable item shall take place for us, but without obligation to us. We grant the purchaser already now co-ownership of the new item in relation to the value of our deliveries. In case that the purchaser acquires co- oder total ownership of a new item that came to be by combining or mixing our deliveries with other movable items, he already now transfers to us for securing our receivables such right of ownership in relation of the value of our deliveries to the value of the other item. The purchaser shall be obliged to properly keep in store for us the new item free of charge.
In the case of selling-on of our deliveries the claim against the receiver for payment is understood to be transferred to us with the conclusion of the contract. In case that our deliveries should be built in, the receiver already now transfers his related partial receivables from the buyer to the extent of the value of our built-in deliveries. In case that the buyer should sell the new item produced with our deliveries, then he also transfers this receivable with all ancillary rights already now to us up to the value of our delivery with priority before the rest.
The before mentioned transfers have the aim of securing all our receivables from our business relationship with the relevant customer. Partial payments shall first be added up against unsecured receivables. As far as the cession exceeds the total amount of our related receivables from all legal grounds by more than 20 %, we shall transfer the exceeding amount back. These transfers shall be handled undisclosed, as far as the purchaser meets his obligations. He shall, however be obliged upon our demand to make the cessions public – just as we are entitled to in case that our conditions are not met. In such case the purchaser must, therefore, refrain from any disposing of the transferred receivables.
In the case of current invoices our securing interest shall be applied as security for our receivables.
In the case of selling-on our deliveries or new items made therefrom the purchaser shall be obliged to advise his customers of our right of ownership.
Placement of fulfillment for deliveries and payments as well as jurisdiction is Mönchengladbach.
The before mentioned conditions are the basis of all quotations and agreements and shall be accepted by order placement without acceptance of our delivery and may be amended by us at any time. Returning a customer’s printed acknowledgement form shall occur only in order to assist his organiation. Conditions given therein shall not be accepted by us. Principally, our conditions shall apply. In case that our conditions are partially amended by written agreement, the remaining conditions shall remain valid.
All and any contractual relationships with foreign partners shall be subjected to the Law of the Federal Republic of Germany, exclusively.