General Terms and Conditions of Sale
§ 1 Application
- These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply unless it is otherwise agreed by the parties concerned in writing.
- These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery of goods despite our knowledge of differing or contrary terms whether orally or in writing.
§ 2 Product properties
- All patterns, samples and analysis data provide a non-binding indication of the average quality of the goods. With regard to the great number of possible influences during processing and use, any information given by seller prior to processing by buyer does not free buyer from his obligation to examine and test. Buyer is responsible for insuring that the goods are suitable for buyer’s intended purpose and that the product data is sufficient.
- Certain product properties shall only be considered assured, if seller expressly declares so in writing; seller does not give guarantees of any kind whatsoever. Suggestions for use do not imply or contain a guarantee or warrenty of fitness or suitability for the suggested purpose or use.
- Buyer is responsible for regulatory compliance and for obtaining any regulatory approvals for the purpose intended by buyer as well as for compliance with rights of any third party. The goods are only intended for the commercial production of candles and shall not be made available to the private end consumer.
§ 3 Prices, Payment
- Prices are ex works, exclusive of the respective statutory VAT or other local or domestic tax or tariff.
- The purchase price is due and payable net within 30 days from the date of the invoice. From the due date default interest at the rate of 8% above the respective base interest rate per annum shall accrue. We reserve all rights to claim further damages for delay.
§ 4 Offset, Retainer
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Delivery
- Delivery is conditional upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract by the purchaser are reserved.
- In case of default in acceptance or other breach of duties by the purchaser, the seller is entitled to claim any loss and/or damage as a result thereof including but not limited to additional expenses, if any. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty by the purchaser.
§ 6 Passing of Risk, Shipment
If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.
§ 7 Retention of Title
- The seller retains title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take and recover possession of the goods.
- The purchaser shall handle the goods with due care and maintain suitable and adequate insurance for the goods.
- As long as the purchase price has not been fully paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third party or other encumbrances.
- The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to the seller. Notwithstanding the seller’s right to claim direct payment, the purchaser shall be entitled to receive the payment on the assigned claims. To this end, the seller agrees to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
- Insofar as the above securities exceed the secured claim by more than 10%, we are obligated, upon our election, to release such securities upon the purchaser’s request.
§ 8 Warranty
- The purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code) is a condition precedent for any warranty claim of the purchaser. In particular, buyer shall examine the received goods immediately upon taking delivery if necessary by processing samples to see if they are properly suitable for the intended purpose. For instance, buyer shall check colors for the exact shade of color, as different masses of wax can result in different shades of color. Buyer shall also test burning behavior as each color has its own chemical character resulting in different, more or less good burning behavior. Complaints must be notified to seller within two weeks after taking delivery of the goods.
- Warranty claims shall be time-barred after 12 months of the delivery of goods to the purchaser.
- In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
§ 9 Liability
- In case of intent or gross negligence on the seller’s part or by the seller’s agents or assistants in performance, the seller is liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentional, the seller’s liability for damages shall be limited to the general foreseeable damage.
- Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
- Any liability not expressly provided for above shall be disclaimed.
§ 10 Applicable law, Jurisdiction, Translation
- These Terms and Conditions of Sale shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
- Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Saarbrücken, Germany.
- In case of inconsistency between the German and the English version, the German version of these Terms and Conditions of Sale prevails.