GENERAL TERMS AND CONDITIONS OF C. MELCHERS GMBH & CO. KG
1. Our Conditions of Sale and Delivery constitute an integral part of our offers and sales contracts. Any changes require our written confirmation. Buyer’s conditions cannot be considered even if we do not expressly contradict.
2. Our prices are ex works or store and do not include insurance cover. CIF and C+F prices are based on the freight rates and insurance premiums prevailing at the time of contract. Any changes between the time of contract and shipment are to be for Buyer’s account.
3. Cash discounts shall be subject to payment of all outstanding debts. Bills of exchange will only be accepted on account of performance and only subject to explicit agreement. No cash discounts shall be allowed on bills of exchange.
Unless any delay in payment is beyond the buyer’s responsibility, all accounts receivables shall become payable with immediate effect upon buyer’s default.
In the event of buyer’s default we shall be entitled to debit costs of € 10.00 each for every reminder.
4. The goods supplied shall remain our property until full payment of all present and future outstanding amounts. If the goods supplied are processed by the Buyer, the retainend title to thegoods shall not cease. It shall continue to apply to that part of the new item created by processing which corresponds to the relationship between the selling price of the goods and the value of the new items created by processing. The same applies if the goods to which title is retained are mixed with or joined to other items.
The Buyer is entitled to resell the goods in the normal course of business.
This right shall terminate immediately in case of insolvency or bankruptcy of Buyer.
If the Buyer sells goods to which title is retained he hereby now assigns to us his claim from the resale and/or incidental rights in order to secure our claims. The Buyer is authorised to collect the debt from the resale until such authority be revoked. However, we can demand that the Buyer notifies us who the debtors of the assigned claim are and gives the debtors notice of assignment.
If the value of the security given exceeds our claims by more than 20 %, we shall be obliged to transfer ownership or release assignment if requested to do so by the Buyer.
5. If goods are not delivered in accordance with the contract the Buyer is not entitled to reject acceptance or payment of goods; payments may however be retained in cases where complaints about delivered goods are admitted or assessed by non-appealable judgement. Amounts due cannot be set off against counterclaims, unless such counterclaims are admitted or non-appealably assessed. Any reductions granted to the customer shall be repaid by us.
Any claims must, unless they are about concealed defects, be filed within five days after receipt of the goods and prior to further processing. If the goods are defective, we shall at our discretion remove the defects or
repay the undervalue or replace the goods delivered or repay the contract price in full. Unless we are liable for damages caused intentionally or by gross negligence, any further liability shall be excluded, in particular such for compensation of demages caused by culpa in contrahendo or violation of contractual duties not consisting of default or supervening impossibility.
6. In the event of force majeure we shall be entitled to delay delivery inasmuch as such circumstances call for, but for six months at the most. After expiry of the period the Buyer and Seller are entitled to cancel the contract. All sales for future delivery are based on the assumption that the Seller receives the goods properly in time of performance.
7. With regard to all Buyer’s and Seller’s contractual obligations the Seller’s registered office shall be the place of performance.
8. All disputes arising out of this contract shall be settled by arbitration according to the rules and regulations of the Chamber of Commerce of Bremen/Germany. If the Buyer is in default of payment and if no objections
have been filed with respect to the claim for payment, we shall be entitled to submit the matter to public courts.
9. This contract shall be governed by the Law of the Federal Republic of Germany.
10. The buyer agrees that any data resulting from the business for which these conditions of sale and delivery are applicable will be stored on business card index files.