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 | Terms & Conditions |
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 Terms and Conditions of Sale and Deliverytions
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The following Terms and Conditions of Sale are the basis of any business dealings between our customers and Cfm Oskar Tropitzsch e.K. (Cfm) unless anything else has been agreed in writing. Special conditions on the customer´s side are not binding for Cfm in case they are not in accordance with these Terms and Conditions. A formal cancellation of these conditions on the buyer´s side by Cfm is not necessary. The buyer automatically accepts the following terms and conditions when placing an order.
§ 1 Offers
Offers are open unless anything else has been agreed in writing.
§ 2 Orders
Orders and oral agreements are binding only after written confirmation or when goods and invoice are sent accordingly and promptly.
Remarks on orders like: "as supplied before", "similar" "circa", "approximately", etc. only refer to quality or quantity of the goods, not to the price. Deviations of 10% up and down on the quality ordered have to be accepted on delivery.
§ 3 Pricing Term
Prices quoted are selling prices including postage and unless stated otherwise on offers, acknowledgements or invoices are due net and payable in cash, or by bank or postal cheque transfer on receipt of the invoice. In case a term of credit has been allowed payment is due within 30 days after receipt of the invoice unless agreed otherwise.In case the due date is exceeded, payment is overdue immediately and the current interest rate customary in banking will be charged for delay, at least however 8% more than the current bank rate of the German Central Bank. This does not exclude the possibility of charges for a higher damage caused by delay. Costs incurred for discount and encashment of cheques and bills of exchange have to be paid by the buyer and are due immediately. In case of an aggravation of the financial circumstances of a customer Cfm is entitled to request payment in cash before delivery even if something else had been agreed before.
§ 4 Delivery and Acceptance
Cfm has no obligation to deliver, as long as due invoices including default interest have not been paid by the buyer. Agreed delivery dates refer to the date of despatch of the goods. When exceeding the delivery date the buyer has to set an adequate respite. Our liability in case of delay in delivery is limited to the invoice amount of the quantity of goods which we are late in delivering. Force majeure, war, official directives, breakdowns, delay in delivery of upstream suppliers, difficulties in resourcing means of transportation and traffic blocks will exempt from the obligation to deliver and accept for the time of their duration and to the extent of their effect.
The seller has to inform the buyer of any such events. Should a certain product or a delivery of a certain batch be sold, correct delivery of the upstream supplier(s) and resulting quality deficiency shall be reserved as well as safe and punctual arrival of the goods at the seller´s.
§ 5 Transportation and Freight
On agreement of prices carriage paid, CIF, FOT, FOB or similar we will choose the mode of dispatch and dispatch type sequence. We can consider buyers´ requests, however, if additional costs are incurred these will be charged to the buyer. Regular and unrestricted traffic of the means of transport in use are a prerequisite. Increased freight costs due to the use of expensive means of transport or a change in the usual freight rates as well as winter freight and other supplementary charges which apply to the consignments between buyer and seller shall also be on buyer´s account. The same applies to consumer charges, traffic taxes and duties and tariffs which might be increased after closing the contract. Shipment of inflammable, caustic or explosive goods shall be effected in compliance with the latest statutory provisions.
§ 6 Transport Hazard and Insurance
Any consignments are transported on the recipient´s account and risk regardless of the means of transport and the freight clause. If delivery free domicile has been agreed for local orders the goods will be placed in front of the buyer´s house for unloading; the risk of unloading and warehousing lies with the buyer. In case of delivery in tank vehicles the liability of the seller is restricted to the correct operation of the emptying mechanism of the vehicle. The buyer is solely responsible for the choice of the receptacle or retaining equipment. In case assistants of the supplier should help with unloading or discharging over and above the described scope and cause damage on the goods or otherwise they are acting at the sole risk of the buyer and not as assistants of the seller.
Paragraph 1 is valid accordingly for third party carriers if a liability of the seller could be derived from their behaviour. The liability of those third parties will remain unaffected. Carboys and other packing, which is in general classified as "faulty packing" by the German Federal Railway will automatically be insured against breakage by the seller at the buyer´s cost including the contents/goods, unless something else has been explicitly indicated by the buyer. Other goods and packaging will only be insured by the seller on the buyer´s request. In case of damage compensation is only granted up to the amount covered by the insurance company less charges for customs authority, carriers etc. as well as receivables of the seller. The buyer is not entitled to a replacement.
§ 7 Warranty and Liability
The buyer is obliged to examine the goods immediately on arrival. In case of delivery in tank vehicles or vehicles with attached tanks which will not stay with the customer, the buyer has to take a sample of the goods before emptying and make sure the quality is according to the contract. If this verification is not carried out, it is not possible to claim that faulty or the wrong goods have been supplied. This also applies to wrong deliveries even if the deviation is so obvious and significant that the acceptance of the goods by the buyer had had to be regarded as impossible. If goods are supplied in packages which remain filled with the customer, the above regulations regarding examination of the goods and the consequences of default in case of wrong or faulty delivery apply as well. Claims can, however, only be admitted as long as the goods are - apart from the sampling - still stored unchanged in their transport containers. Claims of any kind can only be admitted if they are made immediately on receipt of the goods. Processing or changing the goods in any way means losing the right to complain entirely. Our decision has to be awaited for before any changes are made to the rejected goods. Returning the goods without our prior consent is at the buyer´s risk and expense. Acceptance of these unwanted returned consignments does neither commit Cfm to store them properly nor to issue a credit note. In case a claim is justified, we have the choice of withdrawing from the contract, supplying replacement or to lower the price. Any further claims against us are excluded. If goods are accepted by the recipient or a carrier without objection, the declared gross weight and packaging are considered as properly accepted. Any later claims are excluded. If we sell by sample, this will be considered as a type sample only unless otherwise stipulated. Shortweight, leakage or increased tare that might occur during transport are at the buyer´s expense. In case original weight, original tare or unloading weight have been agreed and invoiced, any complaints due to wrong weight are excluded. The original tare of the supplier or the consigner respectively applies unless agreed otherwise.
§ 8 Packaging (charged for and borrowed) return
Packaging charges have to be paid together with the goods. Packaging which has to be returned must not be used for any other purpose after emptying. Refusal to return other packaging items as well as fixing a charge for wear is subject to a separate agreement. Unless otherwise stipulated packaging is considered as borrowed free of charge if it is returned free of costs and in good condition within 4 weeks after the date of dispatch at the given return address or the warehouse of the buyer. An appropriate lending fee is charged for returns later than 4 weeks. After 3 months the borrower can no longer claim a return of the packaging. If the borrower is belated more than 3 months he will have to pay the current price of the packaging in addition to the lending fee. The amount charged for gas bottles, drums, carboys or canisters is deemed to be a security. Packaging of the buyer will only be accepted if it is sent free of charge and absolutely fit for filling and transport and if it is in accordance with the latest legal requirements. Any costs incurred through cleaning, repair or adequate labelling of the buyer´s packaging are at the buyer´s cost. Returns of the packaging according to the conditions mentioned above are at the buyer´s risk. An appropriate fee might be charged for filling and sealing packaging.
§ 9 Reservation of Property Rights
Cfm reserves the right of property of any deliveries made to customers until all the goods have been paid completely and in full.
This right of property also extends on any new products that might have been obtained by processing the goods that have not been paid yet. Cfm will acquire co-ownership under §§ 947, 948 German Civil Code in any goods that might be created by processing, compounding or mixing with goods that do not belong to Cfm. The buyer does not accrue any claims against Cfm by processing and storing the conditional commodity. The buyer will make assignments by now for all receivables for Cfm obtained through the sale of conditional commodity from current or future deliveries by Cfm including bills of exchange or cheques to enforce any claims under paragraph 1. When selling goods in which Cfm has co-ownership under paragraph 2 sentence 2, the assignment is limited to the share of the claim which corresponds to the share of the co-ownership. If conditional commodity is sold together with other items at a total price the assignment is limited to the proportionate amount of our invoice (incl. VAT) for the conditional commodity sold. In case of processing the goods within a contract for work and services, the compensation to proportionate invoice amount (incl.VAT) for the processed conditional commodity is transferred to us by now. As long as the buyers meet their obligation to pay they may use the goods in our possession in the ordinary course of business and assert the assigned claims themselves. Chattel mortgage, pledging of goods and assignments of claims as well as factoring are subject to prior written consent by Cfm; In case the buyer defaults he has to inform us on request about the inventories of conditional commodities and enable us to reedem them; moreover the buyer has to inform his customers about the assignment and furnish any information and documentation which might be important to us. In case a third party should claim items which are in our (co-) possession, or claims that have been assigned to us the buyer has to inform us immediately and wait for our decision before making an own statement in this matter. When we take conditional commodity back, this only means a cancellation of the contract if we explicitly state this in writing.
§ 10 Place of Execution and Jurisdiction
Place of delivery is the place of dispatch irrespective of the respective freight clause. Place of Payment is Marktredwitz. Jurisdiction is Wunsiedel.
(Stand: April 2007) |
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Chemicals, Finechemicals, Metal Compounds
