previous arrowprevious arrow
next arrownext arrow
>> State-of-the-art formulations
>> Unique solutions for specific purposes
Slider

General terms and service Conditions

 

    • 1. Scope of application

      All offers, agreements and supplies and the services associated with them shall be provided exclusively on the basis of these General Conditions of Sale and are valid for all Buyers insofar as the Buyer is a business owner, legal entity under public law or special fund organized under public law. By awarding a contract to the Seller or by the acceptance of a delivery by the Buyer these conditions are considered to be agreed to.

      References made by the Buyer to his general terms and conditions are hereby rejected. The Seller's General Conditions of Sale in its particular form as a general agreement shall also apply to all future business. Deviations from these General Conditions of Sale require the explicit written approval of the Seller.

    • 1.1 The supply agreement shall only be considered as concluded when the Buyer provides its acceptance of the binding offer of the Seller within the specific time limit, or when the Seller accepts and provides written acknowledgment of it’s acceptance of the Buyers within the time limit. The Seller is not required to provide such written confirmation if it is not expected under the circumstances if the Buyer waives it.

    • 1.2 All aspects of the legal relationship between the Seller and the Buyer shall be based upon the concluded contract as defined under section 1.1, which fully contains all prior understandings between the parties concerning the subject matter of the supply agreement. Oral covenants of the Seller prior to the execution of the contract shall not be considered as binding, and verbal agreements between the parties shall be replaced and superseded by the written contract unless their content implies explicitly and in each case that they were intended to continue as legally binding.
    • 2. Product quality, specimens and samples, custom made products and guarantees

    • 2.1 Unless otherwise agreed, the quality of the goods contractually due is exclusively determined by the Seller's product specifications valid at the time of delivery. These product descriptions, documents, data and serviceability provided by the Seller to the Buyer, shall not constitute guaranteed composition of the Product. Customary deviations resulting from legal regulations, as well as minor deviations, shall be permitted unless they interfere with the usability of the Product for the purpose as indicated in the contract.

    • 2.2 If goods which are provided by the Buyer (especially operating conditions and procedures, formulations, specifications as well as other relevant circumstances and parameters affecting the goods to be rendered) cause a defect, the liability of the Seller is excluded.

    • 2.3 The properties of specimens and samples are binding only insofar as they have been explicitly agreed to define the quality of the goods.

    • 2.4 Customized Products/ Manufacturing On Demand Interested parties/Buyers are granted nonexclusive, non-transferable rights of use for internal purposes of the technical plans and designs of customized Products, their accompanying documents and subsequent modifications, with the Product(s) for which said plans are supplied. All other rights relating to plans, realizations and documentation, including copies and subsequent modifications, shall be retained by the Seller. The Buyer undertakes to ensure that no third party shall gain access to these plans and documents without prior permission being obtained from the Seller. Copies of the plans, realizations and documentation may be produced for archive purposes only, as replacements or for fault tracing purposes. Modifications to the technical plans are forbidden. The Seller accepts no liability for damages in the case of plans being used that have been modified by the Buyer or any third party.

      Interested parties/Buyers are granted nonexclusive, non-transferable rights of use for internal purposes of the technical plans and designs of customized Products, their accompanying documents and subsequent modifications, with the Product(s) for which said plans are supplied. All other rights relating to plans, realizations and documentation, including copies and subsequent modifications, shall be retained by the Seller. The Buyer undertakes to ensure that no third party shall gain access to these plans and documents without prior permission being obtained from the Seller. Copies of the plans, realizations and documentation may be produced for archive purposes only, as replacements or for fault tracing purposes. Modifications to the technical plans are forbidden. The Seller accepts no liability for damages in the case of plans being used that have been modified by the Buyer or any third party.

    • 2.5 Guarantee Any agreement on a guarantee must be in writing and shall be effective only it describes in sufficient detail the substance of the guarantee as well as its duration and the territory in which it applies.

      Quality and shelf life data as well as other data such as weight, dimensions, quantity calculations or use of material are only considered to be guaranteed if specifically agreed to or named as such. In case of miscalculation by the Buyer resulting in additional cost to the Buyer, the Seller is not required to offer replacements or loss compensation.
    • 3. Support services

      The seller is not liable for faulty application of his goods even though he is personally present at the working site. Insofar as the Seller provides voluntarily advice or other support services, this is given not binding and to the best of his knowledge. Advice and information with respect to suitability and application of the goods shall not relieve the Buyer from undertaking his own investigations and tests with regards to the suitability of the goods supplied for the processes and purposes he intends to use them for.

    • 3.1 The seller is not liable for faulty application of his goods even though he is personally present at the working site. Insofar as the Seller provides voluntarily advice or other support services, this is given not binding and to the best of his knowledge. Advice and information with respect to suitability and application of the goods shall not relieve the Buyer from undertaking his own investigations and tests with regards to the suitability of the goods supplied for the processes and purposes he intends to use them for.
    • 4. Prices

    • 4.1 If the Seller's prices or the Seller's terms of payment are generally altered between the date of contract and delivery, the Seller may apply the price or the terms of payment in effect on the date of delivery. In the event of a price increase, the Buyer is entitled to withdraw from the contract by giving notice to the Seller within 14 days after notification of the price increase.

    • 4.2 As far as nothing contrary is stated in the order confirmation the prices are net, packaging, freight and insurance fees excluded. The Value- Added-Tax (VAT) is not included in the prices and will be added in the invoice in the applicable statutory amount.

    • 4.3 As far as nothing contrary is stated in the order confirmation the prices are net, packaging, freight and insurance fees excluded. The Value- Added-Tax (VAT) is not included in the prices and will be added in the invoice in the applicable statutory amount.
    • 5. Payment, delay in payment

    • 5.1 As far as nothing contrary is stated in the order confirmation all claims are to be paid within 30 days counting from the date of the invoice. All occurring bank charges are to be paid by the buyer.

    • 5.2 Special requests of the Buyer or requests for material amendments deviating from the standard offers according to the respective valid price list (e.g. special formulations, special colors etc.) will be charged separately and are to be paid by prepayment.

    • 5.3 Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations. The Buyer defaults automatically after the agreed due date without being dunned separately.

    • 5.4 Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations. The Buyer defaults automatically after the agreed due date without being dunned separately.
    • 6. Delivery and return of packaging materials

    • 6.1 Delivery shall be effected in accordance with the trade terms set out in the individual contract, for which the version of the INCOTERMS in force on the date the contract is concluded is applicable. Providing no express agreement has been reached, deliveries are made ex works (EXW).

    • 6.2 Unless otherwise agreed, is the seller entitled to decide for himself the mode of delivery (in particular transport, shipment, and packaging). Additional costs caused by special shipping requests of the buyer go at his expense. The same applies to occur in case of increases of any costs for redirects, freight rates, storage costs, and so on after conclusion of the contract.

    • 6.3 Unless otherwise agreed, is the seller entitled to decide for himself the mode of delivery (in particular transport, shipment, and packaging). Additional costs caused by special shipping requests of the buyer go at his expense. The same applies to occur in case of increases of any costs for redirects, freight rates, storage costs, and so on after conclusion of the contract.

    • 6.4 The Seller will reserve the right to perform modifications or deviations regarding the delivery volume (e.g. partial shipments) as far as the modifications or deviations are reasonable in consideration of the Buyer’s interests.

    • 6.5 If a fixed delivery date is not agreed individually or expressly specified by the seller at the acceptance of an order, the seller is always striving to deliver as soon as possible. Unless agreed upon dispatch, delivery times and dates refer to the time of delivery to the forwarding agent, carrier or third parties otherwise responsible for the transport. This does not apply in the case of a seller's obligation to performance.

    • 6.6 Date of delivery is the day on which the goods leave the plant or a warehouse, and, if this day is not ascertainable, the day it is considered to be made available to the buyer.

    • 6.7 The circumstance of a delivery delay shall be governed by law. In the case of delay, the buyer has to set an appropriate grace period.

    • 6.8 For deliveries within the Federal Republic of Germany, the Buyer shall pay for all costs regarding a possible return (transport to handover point and disposal) of the sales packaging.
    • 7. Damage in transit

    • 7.1 Complaints by the buyer due to damage have to be put in writing immediately to the carrier with a copy to the seller within the specific time limit provided. This will not affect the existing outcome in respect to the transfer of risk and liability.
    • 8. Compliance with legal requirements

    • 8.1 Unless specifically agreed otherwise, the Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.
    • 8.2 The Buyer assures that in the course of the business relationship with the Seller (including any use of contractual goods and their packaging) he will abide by any and all applicable legal requirements (including all tax and foreign currency regulations).
    • 9. Buyer's rights regarding defective goods, statute of limitation

    • 9.1 The Seller must be notified of any defects that can be discovered during routine inspection within two weeks of receipt of the goods. Notification must be in writing and must precisely describe the nature and extent of the defects. The Buyer will use a special form provided by the Seller.

      The Seller must be notified of any defects that can be discovered during routine inspection within two weeks of receipt of the goods. Notification must be in writing and must precisely describe the nature and extent of the defects. The Buyer will use a special form provided by the Seller.

    • 9.2 If the goods are defective and the Buyer has duly notified the Seller in accordance with Clause 9.1, the Buyer has the statutory rights to the following extent:

      • a) The Seller initially has the right to choose whether to remedy the defect or supply the Buyer with
            non-defective replacement goods (subsequent performance).

      • b) The Seller initially has the right to choose whether to remedy the defect or supply the Buyer with
            non-defective replacement goods (subsequent performance).

      • c) With regard to claims for compensation, including compensation for unproductive expenditure on a defect,
            Clause 10 applies.

    • 9.3The Buyer's claims for defective goods are subject to a limitation period of one year from receipt of the goods. In the following cases, the legal limitation periods apply instead of the oneyear limitation period:

      • a) Liability for wilful misconduct,

      • b) Fraudulent concealment of a defect,

      • c) Claims against the Seller relating to the defectiveness of goods that when applied to a building
            in the normal manner caused it to be defective,

      • d) Claims for injury to life and limb and damage to health caused by the Seller’s negligent breach of duty,
            or by wilful or negligent breach of duty on the part of the Seller's legal representative or vicarious agent,

      • e) Claims for other damage caused by the Seller’s grossly negligent breach of duty, or wilful or grossly negligent
            breach of duty on the part of the Seller's legal representative or vicarious agent,

      • f) In the event of a Buyer's recourse claim based on consumer goods purchasing regulations.

    • 9.4 The regular statute of limitation period (§ 195 BGB) for other contractual and none-contractual claims against the seller is two (2) years from the commencement begin of the limitation period.
    • 10. Liability, -exclusion, -limitation

    • 10.1 The Seller shall be generally liable for damages in accordance with the law. In the event of a simple, negligent violation of fundamental contractual obligations, however, the Seller's liability shall be limited to compensation for typical, foreseeable losses.

    • 10.2 The seller is not liable - on whatever legal grounds - for damages and expenses of the purchaser, caused by slight negligence the organs, legal representatives, employees or agents of the seller. This exclusion does not apply to violations of major contractual obligations to be fulfilled, and whichever only enables the proper performance of the contract and on which the seller may therefore regularly rely and for damages from injury of life, body or health.

    • 10.3 The Seller is not liable to the Buyer in case of impossibility or delay in the performance of its supply obligations if the impossibility or the delay is due to orderly compliance of regulatory and legal obligations in connection with the European Chemicals Regulation REACH being triggered by Buyer.

    • 10.4 If in favour of the seller a disclaimer or limitation of liability exists under this paragraph 10, this exclusion of liability or this limitation of liability also applies to any claims of the buyer against the institutions, the legal representatives, employees, agents, and vicarious agents of the seller from same liability.
    • 11. Set off

      The Buyer may only set off claims from the Seller against an undisputed or adjudicated counterclaim.
    • 12. Security

      If there are reasonable doubts as to the Buyer's ability to pay, especially if payments are in arrears, the Seller may, subject to further claims, revoke credit periods and make further deliveries dependent on advance payments or other security.
    • 13. Retention of title

    • 13.1 The goods shall remain the property of the Seller until the purchase price has been paid in full.

    • 13.2 If conditions arise that full fill the sellers right of withdrawal from the contract the seller without cancellation of the contract is entitled to demand the interim release of the goods in the property of the seller to the buyer's expense.

    • 13.3 If the value of securities exceeds the claims the Seller has against the Buyer by more than 10 per cent, then on demand by the Buyer, the Seller shall release securities to this extent as selected by him. If the Buyer is domiciled in the Federal Republic of Germany, the following also applies:

    • 13.4 Should goods provided by the Seller be processed by the Buyer, the Seller is regarded as being the manufacturer and the Seller acquires co-ownership of the new item in proportion to the invoice value of his goods to that of the other materials. In this case, the buyer acquires an expectant right to the seller's co-ownership share.

    • 13.5 If goods owned by the Seller are processed or irreversibly mixed with an item belonging to the Buyer and this is the main item, then the Seller acquires co-ownership of the new item in proportion to the in-voice value of the Seller's item to the invoice value of the main item, or if this does not exist, the market value. In such cases it shall be said that the Buyer is the custodian. In this case, the buyer acquires an expectant right to the seller's co-ownership share.

    • 13.6 All claims resulting from the sale of goods pertaining to which the Seller has property rights (if applicable, to the value of the Seller’s coownership of the goods sold), the Buyer already now assigns these to the Seller to provide security.

  • 13.7 On demand by the Seller, the Buyer has to provide him with all necessary information on the stock level of goods owned by the Seller and the pertinent claims assigned to the Seller and has to inform his customers about the assignment.
  • 14. Force majeure

    To the extent, any incident or circumstances beyond the Seller's control (including natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, acts of government), reduces the availability of goods from the plant from which the Seller receives the goods such that the Seller cannot fulfil its obligations under this contract (taking into account on a pro rata basis other supply obligations), the Seller shall

    • (i)  be relieved from his obligations under this contract to the extent the Seller is prevented from performing
           such obligations and
    • (ii) have no obligation to procure goods from other sources.

    The first sentence does also apply to the extent such incident or circumstance renders the contractual performance commercially impractical for the Seller over a long period or occurs with suppliers of the Seller. If the aforementioned occurrences last for a period of more than 3 months, the Seller is entitled to withdraw from the contract without the Buyer having any right to compensation.
  • 15. Place of payment

    Regardless of the place of delivery of goods or documents, the place of payment shall be the Seller's place of business.
  • 16. Communication

    Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.
  • 17. Trademarks

    The offer or supply of substitute goods to third parties instead of the Products of the Seller while referring to the Sellers Products, or the association in price lists and similar business documents of product names of the Seller (whether trademarked or not) with the word “substitute” or similar words that convey the same meaning or juxtaposition of the Sellers product names with the name of the substitute goods, is prohibited.
  • 18. Jurisdiction

    Place of jurisdiction is the Seller’s place of business or, at the Seller’s option, the Buyer’s general place of jurisdiction.
  • Applicable law

    The contractual relationship shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11 April 1980 irrespective of whether the Buyer’s place of business is in a CISG state or not. Additionally, German law is applicable without recourse to its conflict of law rules. The conclusion of this con-tract is exclusively subject to German law without recourse to its conflict of law rules and excluding the CISG.
  • 20. Contract language

    If these General Conditions of Sale are made known to the Buyer in another language, in addition to the language in which the sales contract has been concluded ("Contract Language"), this is merely done for the Buyer's convenience. In case of differences of interpretation, the version in the Contract Language shall be binding. Edition: June 2010
  • 21. Invalidity and Severability

    If any of these terms shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this contract and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

Date: 11-2014

Voelkl Industrie Produkte: Home

Newsletter

By clicking on "Go" I agree to the processing of my personal data accordingto our Privacy Policy.

Social Media