GENERAL DELIVERY AND PAYMENT TERMS

  1. Scope
    1. The­se con­di­ti­ons app­ly only to con­tracts with com­pa­nies as per § 14 Federal Code, with legal ent­i­ties or spe­cial funds under public law. The gene­ral deli­very and payment con­di­ti­ons (company-consumer) app­ly to con­tracts with con­su­mers accord­ing to § 13 Federal Code.
    2. The­se con­di­ti­ons app­ly to all con­tracts agreed bet­ween the purcha­ser and the ven­dor regar­ding pro­vi­si­on of ser­vices and or the deli­very of goods. They app­ly also to all future busi­ness rela­ti­ons­hips even if not again express­ly agreed. Con­di­ti­ons of the purcha­ser which devia­te from or sup­ple­ment the­se and which we do not express­ly reco­gnise are not bin­ding even if we do not express­ly object. The fol­lo­wing con­di­ti­ons also app­ly if we car­ry out the purchaser’s order uncon­di­tio­nal­ly with awa­re­ness of the purchaser’s devia­ting or con­tra­dic­to­ry conditions.
    3. In the con­tracts, all agree­ments made bet­ween us and the purcha­ser for com­ple­ti­on of the purcha­sing con­tract are laid down in writing.
    4. In indi­vi­du­al cases, agree­ments made in wri­ting bet­ween the con­tract par­ties (inclu­ding addi­tio­nal agree­ments, sup­ple­ments and chan­ges) take pre­ce­dence over the­se con­di­ti­ons in each case.
  2. Ten­der and Clo­sure of Contract 
    1. We can accept an order from the purcha­ser that is to be qua­li­fied as a ten­der for the clo­sure of a purcha­sing con­tract wit­hin two weeks by sen­ding a con­fir­ma­ti­on of con­tract or by sen­ding the pro­ducts orde­red wit­hin the same time scale.
    2. Our ten­ders are sub­ject to alte­ra­ti­on and are non-binding unless we have express­ly desi­gna­ted them as binding.
    3. We reser­ve our rights of ownership, copy­right or all other pro­per­ty rights to all illus­tra­ti­ons, cal­cu­la­ti­ons, drawings and any other docu­ments. The purcha­ser may only pass them on to third par­ties with writ­ten per­mis­si­on, regard­less of whe­ther we have mar­ked them as confidential.
  3. Payment Con­di­ti­ons
    1. Our pri­ces are factory-gate pri­ces without packa­ging unless other­wi­se sta­ted in the con­tract con­di­ti­ons. Sta­tu­to­ry value-added tax is not inclu­ded in our pri­ces. We will indi­ca­te this sepa­r­a­te­ly in the invoice at the legal rate on the day of invoicing.
    2. A dis­count is per­mis­si­ble only in a sepa­ra­te writ­ten agree­ment bet­ween us and the purcha­ser. The purcha­se pri­ce is due net (without deduc­tions) imme­dia­te­ly on rece­ipt of the invoice by the purcha­ser unless ano­t­her term of payment ensu­es from the con­fir­ma­ti­on of the con­tract. Payment is only con­s­i­de­red as made when the sum is avail­ab­le to us. In the case of payment by che­que, the payment is not con­s­i­de­red made until the che­que has cleared.
    3. Legal regu­la­ti­ons app­ly if the purcha­ser falls into arre­ars with payments.
    4. The purcha­ser is ent­it­led to com­pen­sa­ti­on only if the coun­ter­c­laims are legal­ly esta­blished, ack­now­led­ged by us, or uncon­tested. The same app­lies to the right to with­hold payment; moreo­ver, the purcha­ser is ent­it­led to exer­cise the right to with­hold payments only if the counter-claim rela­tes to the same con­trac­tu­al relationship.
  4. Deli­very and Ser­vice Time 
    1. Deli­very dates or dead­lines which are not express­ly agreed as bin­ding are always non-binding state­ments. Main­tai­ning deli­very times is depen­dent on cor­rect and punc­tu­al deli­very by our suppliers.
    2. We are ent­it­led to make par­ti­al deli­ve­ries and pro­vi­de par­ti­al ser­vices at any time if this is accep­ta­ble to the purchaser.
    3. If the purcha­ser is late in accept­ing goods, we have the right to claim damages for resul­ting damages and any extra expen­ses. The same app­lies if the purcha­ser is in cul­pa­ble vio­la­ti­on of the duty to coope­ra­te. At the start of the peri­od of delay in accept­ing or payment default, the risk of acci­den­tal degra­da­ti­on or peris­hing pas­ses to the purchaser.
  5. Trans­fer of risk, Ship­ping, Packaging, 
    1. Uninsu­red loa­ding and ship­ping is at the risk of the purcha­ser. We will make efforts, unless other­wi­se agreed, to con­si­der the wis­hes and inte­rests of the purcha­ser in regard of type and rou­te of ship­ping; addi­tio­nal costs ther­e­by incur­red will be the respon­si­bi­li­ty of the purcha­ser; this also app­lies to agreed freight-paid deliveries.
    2. In accord­ance with the packa­ging regu­la­ti­ons we do not take back trans­port and other packa­ging, with the excep­ti­on of pal­lets. Purcha­sers must dis­po­se of the packa­ging at their own cost.
    3. If the ship­ment is delay­ed at the request of or through the fault of the purcha­ser, we will store the goods at the cost and risk of the purcha­ser. In this case the indi­ca­ti­on of readi­ness to ship is equi­va­lent to shipping.
  6. Mate­ri­al and Legal Defects, Liability 
    1. Legal claims on the part of the purcha­ser exist only if the purcha­ser has ful­fil­led the duty of due inspec­tion and reporting under § 377 HGB of the Ger­man Com­mer­ci­al Code.
    2. In the case of a defect, we have the right to choo­se eit­her to make good the defi­ci­en­cy or to deli­ver defect-free goods. In the case of fail­u­re to rec­tify, the purcha­ser has the right to decla­re with­dra­wal from the con­tract. The right to redu­ce the purcha­se pri­ce is exclu­ded. The purcha­ser is also ent­it­led to claim damages; the regu­la­ti­ons in sec­tion VII app­ly here.
    3. Claims for defects by the purcha­ser expi­re one year after deli­very of the goods to the purchaser.
    4. Upstream infor­ma­ti­on about mate­ri­als poten­ti­al­ly con­tai­ning SVHCs will be pro­vi­ded by SILAG Han­del AG at the request of the purchaser.
  7. Lia­bi­li­ty
    1. The ven­dor has unli­mi­ted lia­bi­li­ty for cul­pa­ble inju­ry to life, phy­si­cal inju­ry and health, when accept­ing a pro­cu­re­ment risk or gua­ran­tees or any other lia­bi­li­ty that is regard­less of bla­me, and for lia­bi­li­ty under pro­duct lia­bi­li­ty law. Addi­tio­nal­ly, the ven­dor has unli­mi­ted lia­bi­li­ty for all dama­ge cau­sed by deli­be­ra­te or gross­ly negli­gent vio­la­ti­on of con­tract con­di­ti­ons by the ven­dor, his/her legal rep­re­sen­ta­ti­ves or his/her vica­rious agents..
    2. The ven­dor is lia­ble for the simp­le negli­gent vio­la­ti­on of important con­trac­tu­al obli­ga­ti­ons, that is, tho­se obli­ga­ti­ons in who­se ful­fil­ment the purcha­ser regu­lar­ly trusts and may trust for due com­ple­ti­on of the con­tract, limi­ted howe­ver in this case to the pre­dic­ta­ble damages that typi­cal­ly arise.
    3. Any more exten­si­ve lia­bi­li­ty of the ven­dor is exclu­ded; this also app­lies to the per­so­nal lia­bi­li­ty of its legal rep­re­sen­ta­ti­ves and vica­rious agents.
  8. Reten­ti­on of title 
    1. Up until the com­ple­ti­on of all claims, inclu­ding balan­ce claims from cur­rent accounts due to us from the purcha­ser now or in the future, the deli­ve­r­ed goods, (reser­ved goods) remain our pro­per­ty. In the case of con­duct con­tra­ry to con­tract by the purcha­ser, e.g., payment delays, we have the right, after pre­vious­ly set­ting an appro­pria­te dead­line, to rec­laim the reser­ved goods. If we rec­laim reser­ved goods, this con­sti­tu­tes a with­dra­wal from the con­tract. We are ent­it­led to re-sell the reser­ved goods after rec­lai­ming them. After deduc­tion of an appro­pria­te sum for the uti­li­sa­ti­on costs, the rea­li­sa­ti­on pro­ceeds will be off­set against the sums owed to us by the purchaser.
    2. The purcha­ser must hand­le the reser­ved goods with care and insu­re them ade­qua­te­ly at their new value at his/her own cost against dama­ge from fire, water and theft. Main­ten­an­ce and inspec­tion work that beco­mes requi­red must be car­ri­ed out prompt­ly by the purcha­ser at his/her own cost.
    3. The purcha­ser is ent­it­led to sell and/or use the reser­ved goods in pro­per busi­ness activi­ty as long as payments are not in arre­ars. Liens or secu­ri­ty bills of sale are not per­mit­ted. The purcha­ser now assigns to us as col­la­te­ral the full extent of claims in rela­ti­on to the reser­ved goods ari­sing from selling-on or some other legal rea­son (insuran­ce, unla­w­ful act) (inclu­ding all balan­ce claims from cur­rent accounts); we accept here­with the assign­ment. We give the purcha­sers the revo­ca­ble right to collect the­se claims assi­gned to us for accoun­ting on their own behalf. The direct debit aut­ho­ri­sa­ti­on can be revo­ked if purcha­sers do not ful­fil their payment obli­ga­ti­ons cor­rect­ly. The purcha­ser is not aut­ho­ri­sed to assign this claim, not even for the pur­po­se of debt collec­tion in the cour­se of fac­to­ring, unless at the same time the obli­ga­ti­on of the fac­tor is on the grounds of exe­cu­ting counter-performance in the amount of the claims direct­ly to us as long as claims of our still exist against the purchaser.
    4. In all cases pro­ces­sing or trans­for­ming of the reser­ved goods by the purcha­ser will first be per­for­med by us. If the reser­ved goods are trans­for­med with other items not belon­ging to us, we acqui­re co-ownership of the new item in the pro­por­ti­on that the value of the reser­ved goods (final invoice total inclu­si­ve of VAT tax) has to the other pro­ces­sed goods at the time of pro­ces­sing. The same app­lies to the new item ari­sing from pro­ces­sing as for the reser­ved goods. Whe­re the­re is an inse­pa­ra­ble mixing of the reser­ved goods with others not belon­ging to us, we acqui­re co-ownership of the new items in the pro­por­ti­on that the value of the con­di­tio­nal goods (final invoice total inclu­si­ve of sales tax) has to the other mixed items at the time of mixing. If the purchaser’s item is con­s­i­de­red the main item fol­lo­wing the mixing, we and the purcha­ser are in agree­ment that the purcha­ser trans­fers co-ownership to us pro­por­tio­nal­ly; we accept here­with the trans­fer. The purcha­ser holds in cus­to­dy for us our sole or co-ownership of items thus acquired.
    5. Whe­re the­re is access of third par­ties to the reser­ved goods, espe­ci­al­ly sei­zu­res, the purcha­ser will give noti­ce of our ownership and inform us imme­dia­te­ly so that we can exer­cise our rights of ownership. If the third par­ty is not in a posi­ti­on to refund to us legal or out-of-court costs ari­sing from this, the purcha­ser is respon­si­ble for them..
    6. We are obli­ga­ted to release the secu­ri­ties which are due to us if the rea­li­sable value of our secu­ri­ties exceeds the claims to be secu­red by more than 10%, wher­e­by we will have the free­dom to choo­se which secu­ri­ties we release.
  9. Sto­ra­ge and Logistics Contracts 
    1. If we pro­vi­de ser­vices for the purcha­ser as regards sto­ra­ge, ship­ping or trans­port of the goods, the Gene­ral Ger­man Hau­la­ge Con­di­ti­ons app­ly (ADSp) as amen­ded at the time the con­tract was signed. The ADSp app­ly sup­ple­men­ta­ry to the­se con­di­ti­ons; if the­re is a con­tra­dic­tion, the ADSp take precedence.
  10. Place of Deli­very, Juris­dic­tion, App­li­ca­ble law 
    1. If the purcha­ser is a mer­chant, legal ent­i­ty or spe­cial fund under public law, the place of deli­very and the juris­dic­tion for deli­ve­ries and payments (inclu­ding actions ari­sing out of a che­que or a bill) and for all dis­pu­tes bet­ween us and purcha­sers ari­sing from the purcha­sing con­tracts agreed bet­ween him/her and us is our company’s regis­te­red office. We are ent­it­led, howe­ver, to sue purcha­sers at their resi­dence and or regis­te­red office as well..
    2. The con­tract bet­ween the ven­dor and the purcha­ser inclu­ding the­se con­di­ti­ons is sub­ject to the law of the Federal Repu­blic of Ger­ma­ny to the exclu­si­on of UN purcha­sing law. (CISG).
      Valid as of 10/2012