General terms and conditions
1.Quotations and Orders
All requests for quotation and orders are to be submitted in writing and are entered into by C-Tec (after referred to as the Company) only upon these General Terms and Conditions. No variation of or addition to these conditions shall be effective unless made in writing and agreed/signed on behalf of the Company. All quotations and offers made by the Company are subject to change. Notice pursuant to Section 33 of the Federal German Data Protection Act
(BDSG): Personal data from contracts shall also be held on computer.
2. Delivery Terms
Goods are delivered on an EX WORKS Vlotho basis against invoice and agreed payment term.
3. Calculatory Basis
All prices according to current price list are net prices and shown in EURO ( ). Currency fluctuations for buyers account only. VAT (Value Added Tax) is charged at the given rate where applicable.
4. Delay in Delivery and Force Majeure
Obligation to deliver and delivery time is suspended as long as the buyer is in arrears with the account payable. Indemnity claims by the seller (i.e. loss of profit) remain unaffected. Should any doubt arise in regards to the buyers creditworthiness. the Company reserves the right to subject further fulfilment of contract to securities. In the event of occurrences beyond the companies control such as acts of god, strike, lock-out, disruption of operations, lack of raw material. war. intervention by federal administration or similar events which cannot be anticipated despite reasonable diligence, preventing timely delivery we will inform the buyer accordingly. Time of delivery is extended appropriately. The companies obligation to supply is suspended for the duration of the estoppel. Should delivery or service become unfeasible in such cases the Company reserves the right to cancellation of contract in full or in part with immediate effect. The buyer is not entitled to claim compensation under such circumstances.
5. Accepted Purchase
In case of the Company holding goods for the sole disposition of the buyer (call-off order) these goods are to be called of within a stipulated period. If the goods are not called off according to agreement, remaining quantities of contractual goods are invoiced at the end of the stipulated period. The Company reserves the right to storage charges.
6. Warranty and Notification of Defects
Upon receipt the buyer has to fully inspect the goods and notify the Company immediately in case of possible defects, even if initial samples were supplied, otherwise warranty by the Company is excluded. The quality of the goods is deemed as approved if a notification of defects is not submitted to the Company within ten (10) days after receipt of the goods, stating date of order. delivery note and invoice number and including proof of defect (sample and/ or pictures). Latent defects, which despite correct inspection of the goods, are not identified can only be asserted if a notification of defect is submitted eight (8) weeks after receipt of goods at the latest. The burden of proof of latent defect lies with the buyer. Timely an justified notification of defect will be dealt with either by exchange of goods or reimbursement according to the Companies choice if the goods are still in the state as upon delivery. Rejected goods are only to be returned with the express permission of the Company. The buyer bears the risk upon return of goods. In case of shortfalls the Company chooses between subsequent delivery and credit note respectively. Further claims, claims for damages in regards to a contract, quasi-contract or unauthorised activity in particular, are excluded unless they are based on a willful or grossly negligent action by an executive or one of intent or gross negligence by the Company management. Liability for immediate damage is excluded in any case. Further claims for damages, irrespective of its legal foundation, due to the usage of damaged goods are excluded. The Company is not liable for damages due to unforeseeable infringement of industrial property rights.
7. Payment Terms
Invoices are payable without deduction immediately or are due according to agreed payment terms respectively.
Non-adherence to agreed payment terms entitle the Company to charge interest payable on arrears at a minimum of 4 % above discount rate of the German Federal Bank. Any reminder issued to the buyer upon non-adherence to agreed payment terms incurs a fee of 10. The Company reserves the right to request payment in advance for any orders and/ or after continuous non-adherence to agreed payment terms and/ or in case of the doubt of the creditworthiness of the buyer. A right of retention due to claims not resulting from the same legal relationship are excluded. Likewise the set off against the Companies receivables with claims against the Company which are in dispute and are not established as absolute and final are excluded. The Company on the other hand is entitled to set-off its receivables against all claims due the buyer.
8. Default Payments
Should the buyer default on payments for goods already delivered the Company is, at its discretion, entitled to either deliver outstanding orders after payment receipt of open accounts or request cash in advance payment or to withdraw from the contract. Furthermore the Company is, in case of default payment, entitled to demand immediate hand over of goods delivered. Agreed payment deadlines are adhered to even if warranty claims have been submitted. In case of the buyer defaulting payment (§ 284 German Civil Code) or judicial/ extrajudicial composition proceedings or insolvency proceedings are opened against the buyer, all agreed discounts and/ or credite arrangements for freight charges are void.
9. Retention of Title
Goods delivered remain the sole property of the Company until full settlement of open accounts in major and minor matters. The buyer is obligated to store the Companies goods separately and in any case insure against damage and theft. Retention of title also applies to goods resulting from the manufacture using goods delivered, according to the value thereof. Manufacture of those goods is undertaken in the Companies name. The buyer is regarded as the voluntary custodian for the Company. The buyer is entitle to dispose goods under retention of title inside the regular course of business as long as the buyer is willing and able to continue its duties in due form. Pledge and transfer by way of security is only admissible with the Companies consent. The buyer has to prevent intervention by third parties such as distraint and notify the Company immediately upon such action. All receivables from the sale of goods under retention of title including minor and security interest are assigned to the Company in advance. In case of goods under retention of title being sold after further processing with other items. the assignment is limited to the value of the share of goods under retention of title used at time of manufacture. The buyer has to keep separate payments from these assignments and use these solely for the settlement of the companies receivables. On a case-by-case basis the Company is entitled to inform recipients of the assignment. The buyer is to submit a statement of assigned receivables upon request. If the value of the securities exceeds the value of the liabilities by more than 20 % the Company is obligated to its clearance upon request by the buyer. Default of payment by the buyer entitles the Company to demand the immediate hand-over of delivered goods.
10. Export (resale)
The Company accepts no product liability of goods which are resold overseas.
11. International Contract law
The validity of the UNICITRAL (United Nation Commision on lnternation Trade Law) Convention on Contracts for the International Sale of Goods is excluded.
12. Exchange Clause
Both contract parties agree that all obligation of payment from this contract are payable in EURO ( ). Exchange of national currencies into EUROs are based on the official exchange rate.
13. Severability Clause
Should one or more of the agreements of this contract become invalid, in whole or in part, it does not affect applicability of the remaining agreements.
Should an invalid agreement contain valid. legally effective parts, this part remains unaffected. Both parties will agree a substitution clause which is closest to the economic aim of the invalid agreement.