general terms and conditions SISTEC Coatings GmbH

Status: 5th May 2014

GTC for Download (PDF)

I. validity

1. Our terms of delivery and payment stated below only apply to business with companies. They shall not apply to business with consumers.
2. Our terms of delivery and payment shall apply exclusively. We do not accept conflicting or deviating terms and conditions of the buyer unless expressly agreed to by us in writing. Our offers are non-binding unless otherwise explicitly agreed upon.
3. Supplements and amendments to as well as deviations from these terms and conditions are to be agreed upon in writing.

II. Prices

1. The prices agreed upon are ex works plus statutory VAT according to the rate valid on the day of delivery.
2. The calculation shall be made on the basis of the weights, units and quantities determined by us, unless objected to by the buyer immediately or at the latest within 14 days after receipt.
3. Should we generally increase our prices during the term of the contract, we reserve the right to adjust our prices accordingly. For orders for which no prices have been agreed upon, our prices valid on the day of delivery shall apply. In the case of a price increase, the buyer is entitled to withdraw from the contract by written declaration immediately or at the latest within four weeks after receiving notice of the price increase. The withdrawal shall not affect deliveries carried out prior to the price increase.

III. Application-related technical advice

1. Insofar as we provide consulting services, this is done to the best of our knowledge. All information and details regarding the suitability and the application of the goods supplied do not release the buyer from carrying out his own tests and trials. This shall particularly apply if thinners, curing agents, additional coatings or other components not purchased from us are incorporated.

IV. delivery

1. The buyer must collect the goods at the place of performance acc. to clause IX. 1 on the delivery date agreed upon or, if no delivery date was fixed, immediately after being informed that the goods are ready for collection. Should the buyer be in default with the acceptance of the goods, we are entitled to ship or store the goods at our own choice and at the buyer’s cost. If necessary and if there is no other option, storage may take place outdoors. In this case we shall not be held responsible for accidental destruction, loss of or any damage to the goods. If the goods are stored, we are entitled to invoice them after one week has passed.
2. If deviating from clause 1 it has been agreed that we are under obligation to ship the goods, transport shall be at the expense of the buyer and, in the absence of specific instructions, the choice of the means of transport and the transport route shall be made at our discretion. Risk shall pass at the time we deliver the goods to the carrier.
3. We are entitled to supply and to invoice the quantities and weights ordered with up to +/- 10 % over- or underdelivery without any further written or oral agreement with our business partner.
4. Partial deliveries are permissible insofar as these can be deemed reasonably acceptable for the buyer.
5. Circumstances which are significant, unforeseeable and outside our responsibility, i.e. operational disorders, delivery delays or failures on the part of our suppliers as well as business interruptions due to shortage of raw materials, energy or manpower, industrial action, lockouts, difficulties in procuring transport, traffic disruptions, orders of higher authorities and cases of force majeure that affect us or our sub-suppliers prolong the delivery time by the time such delivery impediments last, insofar as they are relevant to the deliverability of the goods. We shall immediately inform the buyer of commencement and termination of such impediments. If delivery is delayed by more than one month due to such circumstances, both the buyer and we are entitled to withdraw from the contract with regard to the quantity affected by the delivery disruption under the exclusion of claims for damages. This shall not affect the buyer’s legal right of withdrawal in the case of a delivery disruption caused by a circumstance we are responsible for.
6. If the goods are delivered in returnable containers, these must be returned within 90 days of receipt of the delivery, free from residues and carriage paid. Loss of and damage to returnable packaging shall be to the buyer’s expense, if this is within his responsibility. Returnable packaging may not be used for other purposes or filled with other products. It is designated solely for the transport of the goods supplied. Labeling may not be removed.
7. We shall not take back non-returnable packaging, instead, we shall refer the buyer to a third party who shall provide for the packaging to be recycled in accordance with the packaging regulations.

V. payment

1. The amount invoiced is payable without deduction within 30 days of the date of invoice. Payment has only been effected on time if, on the due date, the money is available to us on the account indicated by us, i.e. the value date is decisive.
2. In the case of default in payment, default interest amounting to 8 % above the respective base rate must be paid. This does not affect both our and the buyer’s right to provide evidence of a higher or lower damage caused by the delay. In addition, the debtor is obligated to reimburse all dunning costs.
3. The submission of bills of exchange does not constitute cash payment and bills of exchange may only be used as payment with our previous consent. Discount and bill of exchange charges are at the buyer’s expense.
4. Retention and setoff on the basis of buyer’s claims which are contested by us are not permissible.
5. Non-payment of payable invoices or other circumstances indicative of a significant deterioration of the buyer’s financial circumstances after the conclusion of the contract entitle us to accelerate the due dates of all our claims based on the same legal relationship with immediate effect.

VI. retention of title

1. We reserve title to the delivery item until the purchase price has been paid in full. The goods delivered shall remain our property until all claims from the current business relationship have been satisfied. The retention of title shall also remain in force if individual claims on our part have been in included in current account and the balancing has been completed and confirmed. Despite payment, purchase price claims are not deemed extinguished as long as a liability under a bill of exchange accepted by us in this context - as for example in connection with a check-bill-procedure subsists.
2. Any processing or mixing is carried out by the buyer on our behalf without this causing any liability on our part. In the case of processing or mixing with other items not belonging to us the buyer already assigns co-ownership of the new item to us at this stage in order to secure our claims, at the ratio of the value of the goods subject to retention to the other items processed and on the condition that the buyer holds the new item in custody for us.
3. The buyer is entitled to dispose of the products in the ordinary course of business as long as he punctually meets his obligations from the business relationship with us.
4. The buyer herewith assigns to us by way of security claims from the sale of goods to which we have a title of ownership to the extent of our co-ownership share. If the buyer combines or mixes the goods delivered with a main item of a third party for consideration, he herewith assigns his claim for consideration against the third party to us, up to the invoice value of the goods delivered. We accept these assignments.
5. At our request, the buyer is obligated to provide to us all required information on the inventory of the goods in our possession and the claims assigned to us, as well as to inform his customers of the assignment.
6. The buyer must hold the goods subject to retention in safe custody and insure them against damage, loss and theft at his own expense. The buyer herewith assigns his claims from the insurance contracts to us in advance. We accept this assignment.
7. If the value of the securities exceeds our claims by more than 20 percent, we shall release securities of our choice to that extent at the buyer’s request.
8. The buyer’s right to dispose of the products subject to our ownership as well as to collect the claims assigned to us shall cease as soon as he discontinues payment and/or his financial situation deteriorates seriously so that he is not in a position to meet his obligations. In the occurrence of these prerequisites we are entitled to demand the immediate interim delivery of the entire goods subject to our ownership, under exclusion of the right of retention without the extension of the original term or the execution of the withdrawal.
9. Insofar as the retention of title should be ineffective according to the law of the country in which the goods are situated, the buyer must provide equivalent security if so requested by us. Should he not fulfill this request, we are entitled to demand immediate payment of all outstanding invoices payable regardless of any terms of payment agreed upon.

VII. claims for defects

1. The buyer must inspect the goods for defects immediately after their reception.
2. Notification of obvious defects must be made in writing immediately, at the latest, however, within 14 days after reception. Hidden defects must be communicated no later than within 14 days of their detection. The notification must be in made writing and must contain a detailed description of type and extent of the defect.
3. If the notification of defects has been made in due form and the complaint is justified we may choose to either remedy the defects or to replace the goods. In the case of remediation we shall bear all expenses therefore required, insofar as these are not increased by the fact that the item purchased has been taken to a location other than the place of performance. Should we not be prepared or in a position to remedy the defect or should the remediation be delayed for an unreasonable period of time for reasons we are responsible for, or should otherwise the remediation or the replacement delivery prove unsuccessful, the buyer may choose to rescind the contract or to demand a corresponding reduction of the purchase price.
4. All claims for defects expire 12 months after reception of the goods by the buyer unless the goods supplied have been used in a structure in accordance with their intended purpose and caused the defectiveness of the structure.
5. In the case of recourse of the entrepreneur (§ 478 BGB – German Civil Code), we are entitled to reject the buyer’s rights of recourse with the exception of the right to replacement of the goods and reimbursement of expenses, insofar as we grant the buyer an equivalent compensation for the exclusion of his rights. The buyer’s claims for damages are excluded without the obligation to grant a recompense.

VIII. liability

1. Unless otherwise agreed any further compensation claims of the buyer against us and our staff, employees, collaborators, agents and assistants are excluded, in particular a claim for the compensation of damages not occurring to the goods supplied themselves.
2. The limitations of liability contained in these terms of payment and delivery shall not apply insofar as in cases of intent, gross negligence, injury to life, body and health or as a result of a quality or durability guarantee provided or pursuant to product liability law a liability on our part is mandatory. The same shall apply in the case of a breach of an obligation on our part which jeopardizes the attainment of the purpose of the contract, in which case, however, the liability shall be limited to the replacement of the typical, foreseeable damages.

IX. Place of Performance and Jurisdiction, Miscellaneous

1. The place of performance for all obligations from the business relationship or the individual contract is our respective shipping office, for the payment our place of business.
2. The place of jurisdiction is, according to our choice, our place of business or the buyer’s place of general jurisdiction. This shall also apply to disputes in procedures related to documents, bills of exchange or checks.
3. The contractual relationships with our customers are exclusively governed by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG - „Wiener Kaufrecht“) of 11th April 1980 is excluded.
4. We store and process buyer data insofar as this is necessary for the proper handling of the contractual relations.