1. Area of Application
The following Conditions of Supply and Payment will also apply even without an express agreement applicable to all transactions concluded with us
concerning the supply of goods or other services. Their express application will not be excluded by the fact that the purchaser refers to other conditions in the
order document or in another manner.
2. Content and Interpretation of the Agreement
Our printed documentation, illustrations, price lists, and similar documents will not be binding with regard to price and technical information. They will not be
valid as a tender. A contract with us will not come into existence until we have confirmed the customer’s order in writing. Telephone, telegram, or orally given
statements about the conclusion of supply transactions, prices, etc., will only be legally binding to the extent as they are confirmed by us in writing. The
agreement of delivery dates and deadlines will only commit us to the extent that we must continue to strive to observe them. No further liability or guarantee
will come into account if this has occurred. Damage caused by delay of any kind will not be reimbursed. The other contracting party will also be obliged to
accept and to pay, even in the case of payment overrun, unless it has already renounced fulfilment by us, in the case of overshooting, previously in writing
when placing the order. The day of the shipment of the goods from our factory will be decisive to the punctuality in each case.
The prices and Conditions of Payment will be agreed subject to alteration in each case. In particular, in the case of wage rises and increases in prices for raw
materials and fuels or transport costs, foreign currency changes and increases in taxes, we reserve the right to calculate the daily price decisive at the time of
the delivery, subject to the Conditions of Payment usual in our commercial transactions at that time.
We reserve the right to withdraw from tenders and supply agreements immediately in the case of unsatisfactory information about the ability of the customer
3. Disruptions to Supply
If we are prevented from fulfilling our obligations because of the occurrence of unforeseeable circumstances, which we have not been able to prevent, in spite
of reasonable care according to the circumstances of the case, an agreed date or deadline will be extended to an appropriate extent. This will occur
regardless of whether these circumstances, e.g., disruptions to business, delay to the supply of significant raw and construction materials, have arisen at our
company or another company. We shall be released from fulfilment if the fulfilment of our obligations becomes impossible because of the circumstances
specified. The dates and deadlines will also be extended to an appropriate extent in the case of strikes and lockouts, if fulfilment does not become impossible;
we shall be released from the fulfilment of our obligations if fulfilment becomes impossible. Any claims to compensation of the other contractual party that can
be derived from this will thus lapse.
We shall be entitled to withdraw from the Contract or to demand a suitable guarantee of our claims, if we receive information that the customer has
mortgaged its stocks or its outstanding debts partly or completely in favour of another creditor or has transferred them for security, or has not redeemed
currency, or that payment difficulties become visible in another way, after the conclusion of a supply agreement.
4. Claims Arising from Defects
If the law does not provide any shorter time limits for complaints, all claims by the purchaser arising from defective supplies will be excluded by us, insofar as
the complaint (complaint about defect) in writing has not been received within 14 days following the reception of the respective consignments. A cancellation
or withdrawal from the Contract by the customer will be excluded to the extent that we are in a position to supply goods free of defects. Faults in a partial
delivery will not entitle the customer to withdraw from the whole Contract.
If a complaint arising from a defect has taken place promptly and is materially justified, we shall be obliged to take back the faulty goods and to replace them
free of charge or to refund the lower value according to our preference.
Claims to compensation of any kind against our assistants for fulfilment and performance or ourselves will be excluded, to the extent that this is legally
permissible. This will apply particularly to indirect and consequential damage beyond damage to the goods supplied themselves.
Non-returnable pallets and other forms of packaging will be invoiced at cost price and will not be taken back. If the goods are supplied on europa pallets,
these must be exchanged at once. If europa pallets are not returned, we shall have the right to submit an invoice immediately. If these pallets are not
exchanged, the return freight costs will be charged to you.
6. Despatch and the Transfer of Danger
The danger for the consignments will pass to you when they leave the factory. The danger will likewise pass to you if we inform you of the readiness of the
goods for despatch or collection. If no definite instructions have been stipulated at time of order, we shall select the despatch ourselves at our best estimation
in all cases, without any obligation to choose the cheapest transport. Transport damage must be reported to the railway, postal, forwarding or other agency
immediately. We shall reject claims to compensation arising from it.
Our invoices must be paid in D-24983 Handewitt in euros, free of post and expenses (calculated from their date of issue). We reimburse 2% discount as a
cash discount, in the case of cash payment within 10 days. Our invoices become due net after 30 days. In the case of overrun, we shall invoice interest for
late payment. In fact, this will be 1% more than the bank credit costs us. Bills of exchange will only be accepted following agreement, even if your bank
accepts the bill of exchange, i.e., takes over a guarantee of it. In the case of payments by bills of exchange and cheques, payment will only be regarded as
final when they have been cashed. We shall invoice discounts and expenses at the usual bank level. No discount will be granted in the case of payment by a
bill of exchange. If the payment agreements are not observed or circumstances that reduce the credit-worthiness of the customer are known, our claims will
become due immediately, regardless of the term of bills of exchange deposited.
It will not be permissible to reserve payments because of counterclaims or complaints. Setting payments off against claims of any kind will also be excluded.
8. Delayed Payment and Collapse of Credit
If the customer does not pay in accordance with the Agreement, it will fall behind without a reminder. In the case that payment is delayed, our total claims will
become due in cash, regardless of bills of exchange deposited. The customer will no longer be permitted to dispose of goods in our property or in which we
possess a share and will be obliged to provide us with securities. This will also apply if we raise justified doubt in the credit-worthiness of the customer.
Notwithstanding other claims arising from delayed payment, we shall be entitled to interest on our claim at a level of the minimum interest on debit balances
and the commission of the major banks from the due date.
9. Reservation of Title
All goods supplied will remain our property until all the obligations of the customer to pay have been fulfilled. Ownership will only pass to the customer when it
has paid off all the liabilities to us arising from the commercial relationship. This will also apply if the purchase price for certain goods deliveries indicated by
the customer has been paid. The reserved property will be regarded as a security for the respective balance claim in the case of day-to-day invoicing. The
customer will be permitted to dispose of the goods further within the framework of its usual commercial operation in accordance with regulations, subject to
the reservation of title. In this case, the customer will already transfer the claim against its buyer to which the former is entitled from the further disposal to us
at that point, with all subsidiary rights, until the complete repayment of all commitments. The customer will be obliged to announce the transfer with all
subsidiary rights, to give us the information necessary to assert its rights against this buyer and to hand over documents at our request.
The customer will collect and administrate the proceeds that it achieves in cash and cashless transactions, through the sale of the goods within the framework
of its usual commercial operation in accordance with regulations, on trust for us and, in particular, clearly separated from its own funds. The customer will be
permitted to process and mingle the goods within the framework of its usual commercial operation in accordance with regulations. Such a processing or
adaptation will always take place on our instructions, without commitments for us arising from this. In this case, the customer will already cede its right to
ownership or to a share in ownership in the mingled stock or the new object to us and will hold it for us with mercantile care.
It will be forbidden to the customer to mortgage the goods that are partly or completely our property on the basis of this Reservation of Title clause or in some
other way, or to transfer them as security. The customer must inform us about a distraint or another impairment of our rights by a third party immediately.
The customer will not be permitted to dispose of goods that are still our property on the basis of this clause or in some other way outside the usual operation
of business or to transfer the claims to which the supplier is entitled on the basis of this clause. If the value of the security given on the basis of this clause or
otherwise, because of purchase price claims or a balance still due, exceeds the claims indicated by more than 20%, we shall be obliged to reassignment to
this extent on request.
In all cases of the reservation of title regulated here, we shall be entitled to the rights arising from §§ 43,46 KO for the claims and proceeds arising from
reserved sales. In the case of composition proceedings, we reserve the rights arising from §§ 26,36 Paragraph. 1 Vergl. 0 with regard to all our claims.
10. Place of Performance and Jurisdiction
Our place of business will be the place of fulfilment for all commitments concerning us and the customer arising from this Agreement. The
Flensburg district court will be the exclusive place of jurisdiction for all legal disputes arising from this Supply Agreement, also for actions
concerning bills of exchange and cheques and for actions arising from our property, according to our preference, without taking the level of the
value of the dispute into account. An agreement about the place of jurisdiction will also apply to the legal summary proceedings.
NerTes GmbH 24983 Handewitt