General Terms and Conditions of Sale and Delivery (GTC)
1. GENERAL TERMS
Our General Terms and Conditions are part of every contract concluded with entrepreneurs. Their validity is also agreed in advance for all future legal transactions, without the need for renewed express inclusion when concluding future contracts. They are accepted upon order placement or by acceptance of delivery. Deviating terms and conditions of the customer, which we do not expressly acknowledge, are not binding for us, even if we do not expressly object to them. Pre-formulated goods receipt or acceptance reservations of the customer are deemed not to have been made. Verbal agreements are only valid if confirmed by us in writing. In addition, the law of the Federal Republic of Germany shall apply, excluding the CISG.
2. OFFERS
Our offers are non-binding with regard to price, quality, delivery time, and delivery capability.
3. ACCEPTANCE
Orders are deemed accepted when they are confirmed in writing or fulfilled by delivery of the goods and invoice.
4. DELIVERY AND SHIPPING
Delivery of our goods is made without delay depending on business conditions or according to written delivery deadlines. If binding delivery dates are exceeded, the customer may only withdraw from the contract after having granted us a written grace period of at least 14 days. For expedited deliveries requested by the customer, we are entitled to charge the resulting additional costs. Unforeseen circumstances that we cannot avert despite reasonable care, such as operational disruptions of any kind, strikes, or lockouts, release us from our delivery and performance obligations for the duration and extent of the disruption and entitle us to charge additional costs. If delivery or performance becomes impossible due to such circumstances, we are released from our obligations. In the event of government or official measures, particularly tax or customs increases, we are entitled to increase the agreed prices with immediate effect during the term of a contract. If the acquisition costs increase due to the events described in section 4, sentences 4 and 5, we may raise the purchase price accordingly or pass on price increases imposed by our suppliers due to such events. If the customer rejects a price increase, we are entitled to withdraw from the contract. The measurement and weight determination, which is also relevant for billing, takes place at our facilities. All goods travel at the customer’s risk, regardless of who bears the freight costs or is liable for alcohol tax. We choose the shipping method and route, but will strive to consider customer preferences. Any resulting additional costs shall be borne by the customer. In the case of freight-free delivery, any freight rate increases shall be borne by the customer.
5. PAYMENT
Our invoices are payable immediately in full unless otherwise agreed in writing. The customer agrees to pay the invoice amount so that it is received within 14 days after receipt of the goods. After this period, the customer is in default. Payments must be made directly to us. Our representatives or agents are only authorized to collect payment if they have special written authorization. If the customer defaults on a payment, all other outstanding claims against the customer become immediately due. Counterclaims may only be offset if they are acknowledged by us or legally established. Otherwise, rights of retention and set-off are excluded.
6. RETENTION OF TITLE
The delivered goods remain our property until full payment of all claims and ancillary claims arising from our business relationship with the customer. The customer hereby assigns to us all claims including ancillary rights arising from the resale of goods delivered by us as security. As long as the customer is willing and able to fulfill their obligations to us, they are authorized to dispose of the goods in the ordinary course of business and to collect the assigned claims. Extraordinary dispositions such as pledges, transfers by way of security, or assignments are not permitted. Third-party access (e.g., seizures, confiscations) to the goods subject to retention of title or to the assigned claims must be reported to us immediately. In the event of breach of contract by the customer, especially in the case of default in payment, we are entitled to withdraw from the contract and reclaim the goods. The inclusion of individual claims in a current account and the balance confirmation do not affect the retention of title. Our ownership extends to products resulting from the processing of goods delivered by us. In the case of processing, mixing, or combining with goods not belonging to us, we acquire co-ownership of the new item proportionate to the invoice value of our goods at the time of processing. If the customer acquires sole ownership, we agree that they shall grant us co-ownership proportionate to the value of the lost goods and hold the item in safekeeping for us free of charge. The advance assignment under section 6, sentence 2, applies only up to the invoice value of our goods in the case of resale after processing or combination. If the value of the securities existing for us exceeds the claims to be secured by more than 10%, we shall, upon the customer’s request, release securities of our choice accordingly.
7. WITHDRAWAL
After the conclusion of the purchase contract, we are entitled to withdraw from the contract in whole or in part or to demand advance payment or security if a change in the company or person of the customer occurs which, in our opinion, may endanger the contract or if the customer’s creditworthiness appears doubtful. We may make further deliveries dependent on prior settlement of outstanding claims and declare all due amounts payable immediately. In the event of insolvency or suspension of payment, any granted discounts are deemed retrospectively invalid. If the customer fails to meet their payment obligations or disposes of goods contrary to the contract, we may suspend delivery without prejudice to further claims.
8. WARRANTY
The goods are deemed to be in conformity with the contract unless they are examined immediately upon delivery for completeness and freedom from defects, and any apparent defects are reported without delay. If the buyer fails to report defects, the goods are deemed accepted unless the defect could not have been detected during inspection. Failure to inspect excludes reliance on undetectability. Complaints do not release the customer from the obligation to pay. Complaints will only be considered if submitted in writing along with a sample taken in the presence of a mutually agreed witness (half a liter for liquids). Written form can only be waived in writing. Samples serve as approximate indicators of composition and quality and are non-binding unless explicitly agreed otherwise. Only the manufacturer’s product description shall be considered as the agreed condition of the goods. Public statements, advertising, or promotional materials do not represent contractual specifications. Advice on processing, technical support, and other information is provided to the best of our knowledge, but without guarantee.
9. PERMITS
By ordering excise goods under suspension of excise duty, the customer declares, without explicit confirmation, to hold all required customs and tax permits necessary for us to deliver under suspension. The customer must inform us immediately of any changes to these permits. If the customer’s confirmation is incorrect, they shall indemnify us from any claims by authorities or third parties, including legal costs. Upon request, the customer must provide security up to the amount of our potential liability. The customer is also liable for any additional damages resulting from incorrect declarations. All taxes, duties, and penalties imposed on us by any EU authority due to incorrect EAD clearance or other national or EU regulations shall be borne by the buyer.
10. LIABILITY
We exclude liability for breach of non-essential contractual obligations unless caused by intent or gross negligence. Liability for breach of essential contractual obligations does not include compensation for atypical or unforeseeable damages. The above also applies to breaches by legal representatives or agents. These limitations do not affect claims under product liability laws, nor do they apply to bodily injury, health damage, or death attributable to us.
11. ASSIGNMENT
The customer’s rights from contracts with us are non-transferable.
12. PLACE OF PERFORMANCE AND JURISDICTION
The place of performance and jurisdiction for all contractual obligations and disputes is Ludwigshafen.
Effective: September 2018