The following terms of sale, delivery, and payment (T&C) are part of all offers and contracts for the delivery of goods, purchases of goods and other services, including consulting services, services for the provision of knowledge etc. They apply to all our contracts/agreements, including current and future business relationships.
Any existing, different terms and conditions (purchasing conditions, sales conditions, or similar) of the respective other part of the contract are excluded. They do not oblige us even if we do not expressly object to them again upon conclusion of the contract. Deviating conditions are only binding if they have been agreed in writing and separately.
Our Terms and Conditions of Sale shall apply to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers.
Prior sale & price differences due to spelling mistakes are generally reserved.
Offer & Conclusion of Contract
All offers are non-binding. Prior sale, correct & timely self-delivery stay reserved.
Delivery times are only approximate unless the seller has agreed to binding delivery times in writing. Events of forced measures and unforeseen hindrances of the same kind entitle us to extend delivery periods by the duration of the hindrance, but by a maximum of four weeks or buyer can terminate the contract. This also applies if such circumstances have occurred at sub-suppliers. We cannot be held responsible for delay and non-delivery if our agents & sub-suppliers are not at fault. For the rest, we are liable according to the statutory provisions. Under no circumstances shall we be held responsible for delayed or non-delivery due to the fault of sub-suppliers.
Unless otherwise agreed, the price valid on the day of dispatch of products will be charged against given payment method. Pricing includes the freight, transport costs and transport information on the day of the dispatch.
Samples and specimens are considered approximate examples of quality, dimensions & color. The seller reserves the right to make changes to the quality, dimensions, and color as necessary, namely when the production quantity cannot meet the agreed standard & delivery.
In the case of products that cannot be produced, the seller has no obligation to deliver, but this is limited to the part that cannot be produced & delivered. The rest of the contract remains unaffected.
In the case of initial orders, the order is deemed to have been accepted if it is not expressly rejected by us within 21 days. A period of 14 days applies to subsequent orders. The documents and illustrations (drawings, weight, and dimensions) belonging to the offer are only approximate. This is not intended to be a guarantee. Insofar as sales employees or sales representatives make verbal ancillary agreements or give assurances that go beyond the written purchase contract, these are only effective if they are confirmed by management in writing. After the confirmation of acceptance, a fee of 25% of the order value can be charged as advance & rest of the payment upon dispatchment of goods.
Delivery, Delivery Times, Default and Non-Delivery
Delivery is always at the risk of the customer. The package is prepared at our loading point & deliveries are made to the agreed shipping point (per buyer), if the instructions are changed (post shipping), the buyer bears the costs. Labor disputes, operational disruptions, traffic obstructions and similar occurrences in our area or in our supplier's region, release us from the delivery obligation for the duration of their effects or in the event of impossibility. All sales contracts with us require an unhindered production process at the producer for the delivery. If production becomes impossible for reasons in the sphere of the producer, we are released from our obligation to deliver. The seller is under no obligation to prove that delivery is not possible.
We are then not liable for damage of any kind arising from the impossibility of delivery to the buyer or third parties.
All delivery dates mentioned apply plus 12 days additional delivery period.
Delivery is done until warehouse, agreed point of sale, or pick up point without unloading. The buyer must unload the goods promptly and properly. Waiting times and unloading by our employees/parcel service incurring any expense will be charged to the buyer.
We shall bear delivery charges for shipments originating from its warehouse to the Customer’s designated destination country only where the aggregate value of the Customer’s order exceeds USD 400. For any order with a total value of USD 400 or less, the Customer agrees that an additional surcharge of USD 50 shall be applied and included in the invoice. The Customer acknowledges and accepts that such charges are non-refundable and subject to change at the Company’s sole discretion without prior notice.
Pricing & Payments
Unless otherwise agreed, the payment due will be valid on the day of dispatching of goods from seller’s warehouse. Price will include all costs (including freight, customs if applicable etc.) & no further cost will be expected unless buyer makes some changes during transit of the goods.
As a rule, all payments will be deducted in full, from agreed payment method, before goods are dispatched. It will be without any discount unless a special agreement is made with buyer. Invoice adjustments by any other payment method will require prior approval, prior to dispatching of goods. The discount interest, exchange charges and other costs are borne by the buyer. If the payment is not made, or deadline is exceeded, the seller can terminate the contract by default after notifying the buyer (reminders will be sent). The seller is entitled to charge customary bank interest from the due date, but at least 5% above the respective discount rate of the Deutsche Bundesbank, the assertion of further damages remains reserved.
In the event of payment difficulties on the part of the buyer, in particular in event of default of payment, we are entitled to terminate the contract or carry out further deliveries only against advance payment, to make all outstanding - including deferred - invoice amounts due immediately and to demand advance payment or security against the return of accepted bills of exchange as payment. The same applies if the creditworthiness of the buyer appears doubtful according to our dutiful commercial judgement. We are then also entitled, without prejudice to further rights, to demand adequate security or to withdraw from the contract or to demand damages for non-performance.
Our invoices are considered accepted if no objection is raised within 10 days of the invoice date.
Payments are only to be made directly to us or to persons authorized by us in writing to collect. The seller waives the assertion of a right of retention from previous or other transactions of the current business relationship. The offsetting of counterclaims is only permissible insofar as these are undisputed or have been legally established.
Cancellation Fees
The seller is entitled to withhold deliveries of goods until due invoices have been settled, until all due invoices have been paid in full. The seller only must dispatch the goods ordered by the buyer when invoices have been paid in full. A delay in delivery due to the buyer not sharing the payment details or approving the payment on agreed method on time does not entitle the buyer to refuse delivery of the goods already ordered, possibly even later, on the grounds that these goods could not be delivered by the originally agreed delivery date which has been delivered late. The seller does not need to make an express declaration of acceptance if it is certain that the delay is since the buyer has not paid invoice(s) that are due. If the buyer has not paid for the ordered goods due to exceeding the delivery date later. If the buyer rejects the ordered goods because the delivery date has been exceeded; the seller is entitled to charge 25% of the total amount as a cancellation fee.
Retention of Title
The goods remain our property until the full payment has been made and once it is dispatched, after the payment, it remains becomes buyer’s property with sellers’ responsible to ensure that it is delivered to the agreed delivery point.
When processing together with goods that do not belong to us, we acquire co-ownership of the new item according to the ratio of the value of the reserved goods to the other goods at the time of processing. If goods subject to retention of title are mixed and mixed with goods that do not belong to us in accordance with 55947.948 BGB, we become co-owners in accordance with the statutory provisions.
If the buyer acquires sole ownership through connection, mixing or blending, he hereby transfers co-ownership to us in the ratio of the value of the reserved goods to the other goods at the time of connection, mixing or blending. In these cases, the buyer must store the item that is our property, which is also deemed to be reserved goods in the sense of the following provisions, free of charge.
The value of the goods subject to retention of title is our invoice amount plus a security surcharge of 10%, which, however, is disregarded insofar as third-party rights conflict with it. If we co-own the resold reserved goods, the assignment of the claim extends to the amount that corresponds to our share of the co-ownership.
If the buyer installs goods subject to retention of title as an essential component in the property of a third party, the buyer hereby asserts the corresponding claims against the third party, or the person concerned for remuneration in the amount of the value of the goods subject to retention of title with all ancillary rights including one granting a security mortgage with priority over the rest; We accept the assignment. The buyer is only entitled to resell or use the reserved goods in the normal course of business and only with the proviso that the claim in the sense of this section is transferred to us. The buyer is not entitled to other disposals of the goods subject to retention of title, in particular pledging or assignment as security.
Buyer must report any complaints or concerns, within 10 days of receiving goods, to seller and upon agreement authorization for revoking the contract may be granted to buyer. But with proper evidence to support the claim must be submitted.
We will not make use of our own authority to collect as long as the buyer has his payment obligations, also towards third parties, are met. At our request, the buyer must name the debtors of the assigned claim and notify them of the assignment; we are authorized to notify the debtors of the assignment ourselves.
The buyer must inform us immediately of any claims, handing over the documents required for the objection.
The right to resell, to send the goods subject to retention of title and the authorization to collect the assigned claim expires with suspension of payments, application for and opening of bankruptcy, judicial or extrajudicial composition proceedings; in the case of a check or bill of exchange protest, the direct debit authorization also expires.
In the event of a breach of important contractual obligations, in particular in the event of default in payment or default in acceptance, the entire debt balance becomes due. We are then entitled, but not obliged, to take back the goods and for this purpose may enter the buyer's premises and take possession of the reserved goods ourselves and sell them by private sale at our own discretion in the best possible way. The claim against the buyer continues to exist even after transfer of ownership.