General Terms and Conditions of Sales and Delivery by Filztuchfabrik Rodewisch GmbH
(As of 10 February 2020)
The international rules for the interpretation of commercial terms, such as those adopted by the International Chamber of Commerce in Paris and published under the title “Incoterms 2020”, form the basis of the rights and obligations of the buyer and seller.
II. Agreed turnaround
- Any turnaround specified is tentative.
- The turnaround starts from the date of order receipt by the seller provided that the buyer provides the seller with all information and documents, which are required for the technical evaluation of the place of use, and complies with all other requirements under the purchase agreement, e.g. specified machine dimensions, chip dimensions, etc. In the case of non-compliance with the above conditions upon receipt of order, the turnaround begins on the day of fulfilment of these conditions.
- In the case of orders for which no specific delivery deadline is agreed, deliveries shall be rendered and invoiced by no later than the expiry of 6 months from the order date. Orders for goods to be delivered on demand shall be delivered and invoiced by no later than 12 months after the date for request for delivery as agreed in the contract confirmation.
- If the seller is in default of delivery, he is in all circumstances entitled to a reasonable grace period to be specified by the buyer: This is at least 4 weeks, at least one week in the case of stock item ready for shipment. The grace period commences on the date of receipt of the buyer’s notification on postponement of the delivery date. It shall be considered paused if the seller dispatches the goods for shipment within the grace period.
Packaging is according to commercial standards, unless other provisions are expressly approved when placing the order. If the customer prefers another commercially available packaging, it shall be calculated at cost price. Return of packaging is generally excluded.
If the transport is at the expense of the seller, the goods will be delivered as ordinary freight. The additional freight will be charged for speed or express delivery that is especially specified by the buyer.
V. Weights, dimensions and samples
- The weight information included in the quotations and order confirmations are usual for the goods in question. In the delivered goods, deviations up to +/- 5% thereof are considered approved and usual in trade. They do not entitle the buyer to any claim for remuneration or to make a complaint. The weight to be invoiced is the weight of the goods under normal ambient conditions as indicated under V.2.
- The weight is determined once the balance is achieved from the dry side at a relative humidity of 65% and a temperature of 20 degree Celsius. Complaints about the weight of the goods delivered can only be considered if the deviations mentioned in V.1 exceed or fall below +/- 5 %.
- The seller does not assume any responsibility for any consequences arising from incomplete or incorrect dimensions or other specifications by the purchaser. The machine coverings are produced so that they achieve the dimensions required for the satisfactory performance after running on the machine at normal tension.
- Samples can only be considered as representative samples. The seller does not assume any warranty or responsibility for identicalness of the deliveries and samples.
VI. Purchase agreement
The purchase agreement is binding on the seller only in accordance with the text of his written order confirmation.
- The prices and conditions which are valid on the day of delivery apply, unless other prices were expressly agreed.
- The buyer shall bear any taxes or other public charges and extras that are not at the expense of the seller in accordance with the order confirmation.
VIII. Invoicing and payment, retention of title
- The invoice is issued upon shipment of goods.
- Payments must be made in accordance with the conditions agreed and noted on the invoice. Deductions for postage, remittance and insurance fees are not allowed. Any discountable change in this regard can be credited to discount and all other charges. We do not accept any liability for timely completion and protest. The following are accepted as cash payment: cash, check, postal check and bank transfer. In case of default of payment, default interest at the rate of 9% above the respective Federal Bank discount shall be calculated without prior warning.
- Financial distress or default of payment by the purchaser entitles the seller to refuse the production of other goods until receipt of the equivalent value or security has been provided for them.
- The delivered goods remain the seller’s property until full payment of all claims from the business relationship between the seller and the buyer. Listing the individual claims in a current account as well as balancing and their recognition are without prejudice to the retention of title. Receipt of the equivalent value by the seller is considered as payment. In the case of violation of contract by the buyer, especially for default of payment, the seller is entitled to recall the delivery item after issuing a reminder and the buyer is obliged to return the same. The withdrawal and the seizure of the goods by the seller lead to a withdrawal from the contract only if this is declared in writing by the seller. The buyer must immediately notify the seller of any compulsory enforcement measures by third parties on the reserved goods or the claims assigned in advance, and provide the seller with documents required for any action. The buyer is entitled to resell the delivery item in the ordinary course of business. The buyer is not entitled to other disposals, in particular, pledging or assignment as security. The buyer’s claims from the resale of the reserved goods are assigned straight away by the buyer to the seller; the seller accepts this assignment. Regardless of the seller’s right of assignment and recovery, the buyer is entitled to recovery as long as he fulfils his obligations towards the seller and not become insolvent. At the seller’s request, the buyer shall provide the seller with information on the assigned claims required for recovery and notify the debtors of the assignment. If the delivery item is sold with other goods that do not belong to the seller, then the buyer’s claim against the purchaser in the amount of the delivery price agreed between the seller and buyer shall be deemed assigned. If the reserved goods are combined with other things, the seller is entitled to proportional co-ownership of the resulting new item. If the buyer acquires sole ownership of the new item, it is agreed that the buyer grants proportional co-ownership of the new item to the seller. At the buyer’s request, the seller undertakes to release the entitled securities at his discretion to the extent that their value exceeds the claims to be secured by 10%. The buyer is obliged to adequately insure the reserved goods against all risks, in particular, fire, burglary and water hazards, and to treat them with care and store. Insurance claims resulting in cases of damage must be assigned to the seller.
- Offsetting against disputed counterclaims and the retention of due invoice amounts are excluded
Storage of inventories at customers such that the goods are considered sold only when put to use is only possible by prior arrangement.
No guarantee can be given for service life and/or performance. Sale according to suitability, performance or service life of the supplied goods is excluded.
In the case of a justifiably recognised notification of defects, the user is liable for consequential damages in case of intent and gross negligence.
XII. Force majeure
Transportation disruptions, interruptions in production, lack of material and workforce, government action, government regulations and confiscations or any other events that are not caused by the seller and either interrupt the production or considerably impair the timely completion of the delivery, entitle the seller to a corresponding extension of the delivery deadline after immediate notification to the buyer. If the hindrance lasts longer than four months, the buyer and seller can cancel the contract if they cancel this within the due notice period of fourteen days following the expiry of the said four months. Claims for damages for non-performance or late performance are excluded in such cases.
XIII. Place of performance and jurisdiction
Mutual place of performance for deliveries and payments and for all contractual relationships is the seller’s location. Jurisdiction is with the court competent for the seller’s place of business.
XIV. Validity of these general terms and conditions of sales and delivery
The foregoing conditions of the seller underlie all agreements and offers. They shall be deemed accepted upon placement of order or acceptance of delivery. Any deviating conditions of the buyer, which the seller does not expressly accept in writing are not binding for the latter, even though he does not explicitly object to them.
*Compensation for personal injury under the Product Liability Act remains unaffected.