General conditions of purchase, sale and delivery

All contracts and agreements only become binding with our written confirmation. All verbal, telephone or previous written agreements not contained in the confirmation are not binding for us. Later agreements require our written confirmation in order to become valid. Any conditions of the customer that deviate from our conditions do not apply to the transactions concluded with us, even if we do not explicitly contradict them.
In case of purchases "on call" within a certain period of time, and without any special agreements on quantities and delivery dates, approximately the same quantities have to be delivered every month; Deliveries of larger partial quantities are subject to a prior agreement. - In case of purchases "on call as required" within a certain period of time, only that part of the total quantity that has been agreed upon before the call off , can be delivered.
If economic or other circumstances make it necessary, we reserve the right to restrict credit. We are also entitled to refuse to fulfill the sales agreements until receiving counter-performance or providing security, if we only find out after the conclusion of the contract that the financial situation of the buyer was already doubtful before or if information received after the conclusion of the transaction appears to be doubtful.
If the target is exceeded, interest for delay will be charged according to the respective money market situation. Customer payments are always offset against the oldest invoices including any interest and ancillary costs.
The goods delivered by us remain our property as long as the buyer has not fulfilled all of his obligations towards us. The retention of title also includes new products created through processing; in this respect, the buyer is the custodian for the seller. When combining or mixing it with material that does not belong to the seller, the seller acquires co-ownership according to §§ 947, 948 BGB (German Civil Code). The buyer is only entitled to sell the goods delivered by us and owned by us in the ordinary course of business. As long as the buyer meets his payment obligations, he is entitled to collect the claims from the resale. He is prohibited from pledging the reserved goods or transferring them as security. If the goods subject to retention of title are resold before payment of the purchase price, the buyer hereby assigns the claims arising from this to us. We have to be informed immediately of any seizure or confiscation of the reserved goods by third parties. We are entitled to reclaim the reserved goods from the buyer if the buyer fails to meet his payment obligations towards us despite a warning. If we make use of our right to take back the goods subject to retention of title because of our ownership, we shall only withdraw from the contract if this is in writing. If the value of the security exceeds the claims of our company by more than 20%, we are ready to release security at our option upon request of the buyer.
Sale and delivery are subject to correct and timely delivery. In all cases of force majeure, we are entitled to postpone the delivery for the duration of the hindrance or to withdraw from the contract completely or in part. Force majeure includes all circumstances that make deliveries significantly more difficult or impossible for us. - in particular war, intervention by high authorities, fire, strike, lockout, traffic blockage, inadequate delivery of raw materials and auxiliary materials as well as disruptions to operations or transport, regardless of whether they occur with us or our sub-suppliers. We are also entitled to withdraw from the contract if, after conclusion, but before the fulfillment of the same, the replacement of the foreign raw material contained in the goods becomes more difficult due to significant changes in the monetary value.
The buyer must inspect the goods immediately upon receipt and, if a defect is discovered, contact us. If the buyer does not do this, the goods are considered approved.
In the case of justified complaints of any kind in connection with the delivery, we are only obliged to either grant a reasonable price reduction or to take back the goods in whole or in so far as they are defective and either to cancel the purchase price for the amount taken back or for the amount taken back to deliver replacement goods free of defects. Further claims of the buyer, in particular claims for damages, also due to non-delivery or late delivery as well as for any other factual and legal reason are, as far as legally permissible, excluded.
The risk of transport, including confiscation and other dispositions by high authorities during transport, is borne by the buyer in all cases, including free deliveries. In the case of carriage paid deliveries or free-deliveries, it is up to us to determine the type of transport. If the customer wishes a different mode of transport than the one that is cheapest for us, the additional costs are at his expense.
Offsetting of counterclaims and assertion of rights of detention are not permitted against us in any case.
Open, unimpeded shipping shall be reserved for water loading.
The place of jurisdiction is Paderborn.