General Delivery and Payment Conditions
1. Conclusion of Contracts
1. These General Delivery and Payment Terms apply to all agreements concerning deliveries and other services. The buyer’s purchasing terms are hereby expressly rejected.
2. Our offers are not binding.
3. Insofar as not otherwise agreed, prices and conditions shall be applicable as contained in the valid price list or in the order confirmation or invoice effective at the time of formation of the contract.
2. Payment and billing
1. Payment is to be made in such a way that we can dispose of the amount on the due date - these are listed in the invoices. Unless a discount was agreed, the respectively agreed payment terms apply. The buyer shall bear the costs of payment transfer. It is not permitted to offset our claims with not exclusively recognised or not legally valid established counterclaims. Rights of retention shall only be applicable for you based on the same contractual relationship.
2. In case the payment period is exceeded, interest as is common in bank practice shall be charged. We reserve the right to assert a claim for further damage.
3. In the event of the cessation of payments or impairment of assets of the buyer, we shall be entitled to withdraw the contract. The buyer is committed to the immediate surrender of the goods.
3. Execution of the deliveries, delivery times and delivery dates
1. The statements regarding delivery times are made according to best discretion without being binding. Compensations of any kind due to delays in deliveries are excluded. Other unforeseen circumstances in our company and/or a pre-supplier that delay or prevent the on time execution of accepted orders, entitles use, excluding all damage claims of the purchasers, to withdraw from contracts or to postpone the delivery by the duration of the prevention.
2. Delivery dates shall begin on the date of order confirmation, but not before the finalisation of all details of the order. The notification that the products are ready to be shipped or dispatched from the warehouse shall be deemed a delivery.
4. Retention of title
1. All delivered goods remain our property until the customer has settled all existing claims and any accruing after conclusion of the contract which arise from any and all business relations, including settlement of a current account balance.
2. The processing and treatment of the goods to which we have reserved title is carried out according to § 950 BGB, without any obligation on our part. The processed and treated goods are considered to be goods for which we have retained title according to No. 1. If the goods to which we have retained title are processed, combined or mixed with other goods by the buyer, we have co-ownership of the new goods proportionally to the invoice value of the goods to which we have retained title in proportion to the invoice value of the other goods used. If our ownership of the goods to which we have retained title expires due to such combination or mixing, then the buyer transfers to us the ownership which he has acquired in the new product or to the invoice value of the rights reserved.
3. Reselling goods subject to retention of title is only permitted during the course of normal business and we can prohibit this. The buyer shall immediately inform us if a third party gains access to goods and claims that belong to us. Claims from resales are hereby assigned to us in order to settle all of our invoices in their full amounts. We accept this assignment and shall be entitled to disclose it.
4. If the value of the existing security collateral exceeds the receivables by more than 20%, then we are obliged to release the collateral at our discretion upon the demand of the buyer. We are to be informed of attachment measures by presenting the documents. Chattel mortgages are excluded.
5. Shipping and risk transfer
1. Unless otherwise agreed, we can decide on the type of dispatch and dispatch route – without guarantee for the fastest and cheapest transportation.
2. The risk is borne by the buyer with purchased goods leaving the supplier, irrespective of whether we, personally, execute the dispatch or have it executed and who bears the freight costs. In case of dispatch delays on the part of the buyer, he will bear the risk already from the notification of dispatch. Insurance of the goods is the sole responsibility of the buyer.
6. Notification of defects, warranty, limitation period
1. Complaints due to false delivery, quantity variance or defects, provided they can be ascertained by reasonable examinations, are to be submitted in writing immediately, no later than 14 days after receiving the goods In case of hidden defects, the aforementioned period is extended by a week upon detecting the defects. Failing to raise the objection shall be construed as acknowledgement of the correctness and completeness.
2. If the notification of defects is justified, we shall be obliged to remedy the defect or replace the item free of charge. In the event of a repeated failed replacement delivery or remedy, the buyer can however, demand an appropriate reduction of the purchase price or withdraw from the contract. Further claims – irrespective of their legal grounds – are excluded. This restriction does not apply to intention and gross negligence.
7. Place of performance and place of court of jurisdiction
Place of performance and place of court of jurisdiction for our deliveries and services, according to § 38 ZPO [German civil process order], is the registered office of our company.
8. Partial invalidity
If one of the aforementioned provisions are invalid, the validity of the remaining provisions remain unaffected.
MSW Kunststoffe GmbH – Zeppelinring 11 – 26197 Ahlhorn