1. Validity of the conditions
Unless Buyer and Seller have a written agreement that expressly excludes these Conditions of Sales, these Conditions shall be valid for all deliveries and services associated. These Conditions shall also be valid for deliveries in future unless otherwise agreed in writing.
2. Offer and acceptance
Seller's quotations are not binding offers but shall be considered as an invitation to Buyer to submit a binding offer. The Contract is concluded when either signed by both parties or by the Buyer's offer and Seller's written acceptance.
3. Product specifications
3.1 Deviation from product information or specific properties shall be accepted provided they are insignificant or unavoidable despite all care.
3.2 Technical advice on products and their application given by the Seller shall not create any liability related to the Buyers use of the products.
3.3 Seller reserves the right to deliver products deviating from the specified weight by not more than +/- 10 %. The price will be adjusted accordingly.
4. Prices and terms of payment
4.1 The price and terms of payment shall be as specified in the Contract.
4.2 If not otherwise agreed, Seller may apply the price or terms of payment in effect on the day of dispatch. In the event of price increase, Buyer is entitled to withdraw from the contract by giving notice to Seller within two weeks after notification of the price increase.
4.3 Seller is entitled to compensation for cost increase caused by devaluation, taxes or other government acts enforced after the Contractual date.
5. Delay in Payments
5.1 Buyer defaults the Contractual obligation if not paying invoices within the due date. Seller is entitled to claim the total balance due and payment immediately, but will normally follow the procedure of reminder, warning and legal recovery.
5.2 Seller may terminate the Contract by written notice if the Buyer becomes insolvent, makes an assignment for the benefit of creditors, a bankruptcy petition is filed by or against the Buyer or a winding-up proceeding is initiated.
5.3 Seller is entitled to 8 % interest per year, or the actual bank credit interest, on any amount overdue and on any outstanding amount when clause 5.1 or 5.2 comes into force.
The products shall be delivered as specified in the Contract. General commercial terms shall be interpreted in accordance with the Incoterms in force on the date the Contract was concluded.
7.1 Seller warrants that the product delivered shall be in accordance with standard product specifications.
7.2 Products sold as substandard or without specification shall be identified prior to delivery and sold without any warranty.
8.1 Buyer shall inspect the products before use and by the latest two weeks after receipt, and assumes all risks and consequences by using non-conforming products. Buyer shall give written notice of any claim within 14 days after the date of delivery. The notice shall refer to the Sellers quality control sheet.
8.2 Seller's liability is limited in each case to compensate the value of the non-conforming products.
8.3 Buyer shall indemnify Seller against any liability or damage caused by Buyer's transportation, handling, storage or use of the products.
9. Force Majeure
9.1 Any incident or circumstances beyond the Seller's control such as natural occurrences, war, strikes, lock outs, shortage of raw materials and energy, breakdown of manufacturing equipment, fire, explosion, or acts of government shall relieve Seller from his obligations.
9.2 If these circumstances prevail longer than 3 months, Seller is entitled to withdraw from the Contract without paying compensation to Buyer.
10. Governing law and language
10.1 The contractual relationship shall be governed by the law of Germany. If Buyer's business address is outside Germany, the provisions of the United Nations Convention on Contracts for International Sales of Goods can be applied.
10.2 These Conditions are prepared in English and German. In case of differences of interpretation, the version in English shall be binding.
11. Note of Assignment
We request you to make payments by cheque, bills or remittance to Allgemeine Kredit Coface Finanz GmbH only by stating the factoring client no. 2004/004, your buyer no. and invoice no, as well as invoice date. The account receivable on which this invoice is based upon is sold and assigned to Allgemeine Kredit Coface Finanz GmbH. Your payments with debt discharging effect can only be made to AK Coface Finance GmbH. Likewise, we have transferred our reserva of title to this institute.