General terms and conditions of SAMACO Industriegroßhandel GmbH
Any deviations from these general terms of delivery and sales, especially due to the buyer’s terms of purchase, shall require our explicit approval in writing. Our offers are subject to change. Orders shall only be binding for us infosar as we confirm them or comply with them by delivering. Any additional agreements by word of mouth shall only be binding in case of written confirmation thereof.
2. Term of delivery
Indicated or stipulated terms of delivery shall be subject to change. In case an agreed term for delivery is exceeded culpably, compensation claims shall only be asserted upon expiration of a set, appropriate extension of time. Partial deliveries shall be permitted; each of them shall be considered as an independent legal act.
3. Supplier’s right to withdrawal
The prerequisite for delivery shall be the purchaser’s absolute credit-worthiness. Placed orders can be declined without indication of reasons. Any case of force majeure preventing us from delivery shall entitle us to repudiate the contract in whole or in part. In case the delay resulting therefrom exceeds 6 weeks, also the buyer shall be entitled to repudiate the contract with regard to the scope of supply and services concerned. Any other claims shall not exist.
Unless agreed otherwise, we shall charge the market prices valid on the day of delivery. These prices are to be understood ex works, packaging not included.
Upon hand-over of goods to a forwarder or freight carrier, the risk – including that of confiscation – shall pass to the purchaser.
All indications about suitability, processing and application of our products, technical advice and other indications are made in all conscience, this shall not exempt the buyer from their own tests and trials. As far as reasonable, the purchaser shall also effect trial processing immedately upon receipt of the goods in order to examine them for defects with regard to quality and intended use, otherwise the goods shall be regarded as approved. Any claims shall only be taken into account, if they are asserted within 8 days upon receipt of the goods in writing and with enclosed documentary material. Our obligation under warranty shall, at our option, be limited to substitute delivery, cancellation of contract, dimunition or subsequent improvement.Rejected goods may only be returned upon our explicict, written approval. In case of agreed return of goods we will charge 20 % of the net value of the goods as lump-sum operating cost. This shall not apply to any cases of false delivery we are to be held responsible for. The buyer shall have the right to produce evidence of operating cost being actually lower.
7. Terms of payment
If not otherwise agreed in individual cases, a term of payment of 30 days from the invoice date shall be considered as agreed. Any payments by the customer shall always be set off against the longest-standing outstanding items. Assignment to later outstanding items by the customer shall not be permissible. In case the time for payment is exceeded, default interest shall be asserted in the amount of the interest on debet balance usual for banks, however at least 5 % above the official rate of discount of the German Federal Bank, respectively upon its validity, the basic interest rate of the European Central Bank. Assertion of further damages shall be reserved. Submission of bills of exchange shall require our approval and shall not be considered as payment. Any allowance and costs as well as the risk for presentation and protesting in due time shall entirely be at the expense of the buyer. In case of delayed payment and justified doubts concerning the financial solvency or credit-worthiness of the buyer, we shall – without prejudice to our other rights – be entitled to request security or payments in advance for outstanding deliveries and to assert all claims from the business relation as becoming due immediately. Only undisputed claims or claims stated to be non-appealable shall entitle the buyer to offset or withholding.
8. Reservation of ownership / insolvency of buyer:
The sold goods shall remain our property until our claims from the business relation to the buyer are fully paid. This shall also apply in case individual or all of our claims were included in a current account and the balance has been struck and recognized. In case the customer passes the reservation of ownership on, the customer can sell and process the goods in usual business transactions, unless the customer has agreed a prohibition of assignment with the customer’s buyers or third parties. The customer shall effect adjunction of goods only for temporary purposes; the customer shall inform the buyer thereof by referring them to our proprietary rights and our right to confiscation. Any other stipulations, e.g. transfer by way of security etc., shall not be permitted to the customer. The customer shall inform us of any levy of execution, existing blanket assignment and other impairment of our rights and shall present the documents to this effect. Insofar as the goods burdened with proprietary rights are installed, processed or converted (or the goods supplied with reserve of proprietary rights are to be considered as an integral part of the newly created matter), the installation, processing or conversion shall be executed on our behalf This shall not result in any liabilities or other obligations for us. In case our goods are processed with other goods, which do not belong to us, by the buyer, we shall be entitled to co-ownership of the new matter in the ratio of the value of the goods subject to our proprietary rights to the other processed goods at the moment of processing. In order to secure our property the buyer shall assign to us in the amount of the sales value of the goods subject to our proprietary rights plus all costs and interest: a) the claims the buyer is entitled to or which have accrued to the buyer with regard to the buyer’s customers from selling or processing, including securities and ancillary rights, b) the ownership shares of the blended items respectively of the new matter accrued to the buyer from adjunction, blending or processing. The buyer shall notifiy the third party of the effected assignment and confirm this to us in writing upon request, furthermore the buyer shall hand over the documents necessary for asserting our rights. If the value of the securities assigned to us, as far as these are recognized in writing by third parties, exceeds our total claim by more than 20 %, we shall infofar release securities. In fulfilment of the safety obligation incumbent on the customer, the customer shall be revocably authorized to collect the claim assigned to us. In case of delay we shall be entitled to assert our claim for reserved ownership, to take possession of delivered goods, to inform our customer’s buyer about the assignment and to collect the claims as well as to request securities and use securities provided. Cancellation by taking goods back is only existent, if we declare so explicitly. Seizure and taking back the goods supplied with reserved ownership by us shall represent neither violation of the buyer’s domestic authority nor trespass. The cost for seizure and taking back shall be borne by the buyer. In case of petition for insolvency proceedings against the buyer we shall be entitled to repudiate the contract respectively to cancel the permission for processing respectively installing the delivered goods. In such case, possibly provided securities explicitly secure also such liabilites which are justified unilaterally by the liquidator by way of settlement options.
9. Place of execution and jurisdiction:
The place of execution for deliveries shall be the respective place of departure of the goods, for payments it shall be D-92665 Altenstadt a. d. Waldnaab. In case the buyer is a trader as defined by commercial law, the place of jurisdiction shall be D-92637 Weiden/OPf. or, according to our option, the buyer’s general place of jurisdiction. The law of the Federal Republic of Germany shall be applied exclusively, with explicit exclusion of standard UN commercial law CISG.