Allgemeine VerkaufsbedingungenGeneral Conditions of saleAllgemeine VerkaufsbedingungenAllgemeine Verkaufsbedingungen

General Conditions of sale


1 These General Conditions of Sale ("Conditions of Sale") shall apply to any offer, order confirmation, sale of a product ("Product") and provision of a service ("Service") by ABS Steding GmbH ("Seller"), unless the Seller agrees in writing to the exclusion of the application thereof. Buyer's terms and conditions of purchase and any amendments or supplements to these Terms and Conditions of Sale shall only be effective if Seller expressly agrees to them in writing. These Terms and Conditions of Sale supersede all previous General Terms and Conditions of Sale issued by the Seller.

 

2 THE CONCLUSION OF A CONTRACT. A binding contract is only concluded at the time of confirmation or through the execution of an order by the seller.

 

3 INFORMATION AND QUALITY. Technical consulting services provided by Seller as well as all technical and commercial information issued by Seller with respect to the Product and its suitability and use shall be provided to the best of Seller's knowledge on the basis of Seller's investigations and experience, however, no liability shall be assumed for such services and the Buyer shall not be released from carrying out its own investigations.

 

If the Seller has expressly agreed in writing to be bound by a written product specification, the Seller warrants that at the time of delivery the product in question will comply in all material respects with such specification.

 

All other express and implied conditions, warranties and representations, whether by statute or otherwise, of quality or fitness for any purpose or otherwise, are disclaimed and excluded. Buyer shall be responsible for compliance with all laws and regulations applicable to the use of products and services or otherwise to such application.

 

4 PRICES. Unless otherwise agreed, the prices quoted by Seller are exclusive of value added tax or any other public taxes or duties. If Seller is obliged to pay such tax or duty, the amount thereof shall be added to the price and paid by Buyer to Seller.

 

5 PAYMENT. If the payment period is not agreed by agreement between the parties, it shall be determined by the Seller. The Buyer shall be deemed to have fulfilled its payment obligation when the respective amounts have been received in full in immediately available funds at the Seller's bank indicated by the Seller.

 

In the event of default or other breach of payment by the Buyer or if the Buyer, in the Seller's opinion, is in financial difficulty or otherwise unable or unlikely to be able to perform the Contract, the Seller may, without liability and without prejudice to the Seller's other rights, recall any Products already shipped, withdraw any credit granted for any Supplies already made, before making any payment, or, in the Seller's opinion, if the Buyer is in financial difficulty or is otherwise unable or unlikely to be able to perform the Contract, withdraw any credit granted for any Supplies already made from the Seller's bank, or, in the event of any other breach of payment by the Buyer, withdraw any credit granted for any Supplies already made, before making any payment.

demand an advance payment for further deliveries and/or postpone or cancel further deliveries to the Buyer.

 

The Buyer shall - without prejudice to any other rights of the Seller and without requiring the Seller to make a request in this respect - pay default interest on any overdue amounts at the statutory default interest rate applicable in the Seller's country and shall reimburse the Seller for its costs for the collection of overdue amounts.

 

6 INCOTERMS. Any reference to a delivery clause (e.g. EXW, FCA etc.) shall be construed as a reference to the

the corresponding clause of the Incoterms published by the International Chamber of Commerce in force at the time the contract is concluded.

 

7 RETENTION OF TITLE. Ownership of the Product shall remain with Seller until (a) Seller receives in full all outstanding amounts due to Seller under any Contract with Buyer; or (b) Buyer, in its ordinary course of business, sells the Product or processes the Product into other goods or materials or combines the Product with other goods or materials. In the event of liquidation
or dissolution of the Buyer or filing for the opening or opening of any reorganisation or insolvency proceedings against the Buyer or other similar proceedings or arrangements against the Buyer, the Buyer shall immediately cease any use of any Products, any sale of any Products and any other disposal of any Products owned by the Seller and shall make such Products available for collection by the Seller.
Seller shall provide and grant to Seller all access and assistance for the purpose of collecting the same.

8 DELAY AND NON-DELIVERY. In the event of delay in delivery or
non-delivery of products, the liability of the supplier shall be limited to the
seller for proven direct damages of the buyer, which may not exceed 10% of the price of the product concerned. Claims for delay or non-delivery shall be asserted within one (1) month after the agreed delivery date. Failure to enforce any such claim within such period shall be deemed an unconditional and unconditional waiver of such claim. The remedies provided for in this Clause shall exclude any other remedy for delay or non-delivery.

9 MALANCES. The Buyer shall inspect the Product and notify the Seller of any defects in writing as soon as possible. Buyer shall forfeit its right to invoke a defect if Seller does not receive a notice of defect together with a claim within fourteen (14) days of the date of receipt of the Product. Buyer shall not be entitled to make any claim for minor defects. If the Seller fails to
The Seller shall, at its option, (a) replace the Product with a defect-free Product at no additional cost to the Buyer or (b) refund to the Buyer the price paid for the Defective Product and thereby indemnify the Buyer against any and all claims arising therefrom.
rescind the Contract with respect to such Product. The remedies provided in this paragraph exclude any other remedies for defects.

10 LIMITATION OF LIABILITY. To the extent permitted by applicable law, Seller's liability shall in no event exceed the price of the Product in the particular shipment in respect of which a claim is made. Notwithstanding anything to the contrary and the cause of action, Seller shall in no event be liable for loss of use, loss of profit or other indirect, incidental or consequential damages and shall not be liable for any punitive or exemplary damages.
other special character.

11 FORCE MAJEURE. Neither party shall be liable for any failure to perform its obligations arising out of circumstances beyond its control, including but not limited to strikes, embargoes, lockouts or other industrial action, fires, earth tremors, accidents; inability to procure necessary labour; defects,
failures, damages or comparable functional disturbances of
Production equipment; failure or shortage of electricity,
fuels, energy, raw materials or means of transport; government action and failure of their respective suppliers or subcontractors to perform their obligations, if their failure is due to circumstances beyond their control under this paragraph. If any of the
the aforesaid circumstances last longer than three (3) months, either party shall be entitled to withdraw from the contract with immediate effect. The party affected by a circumstance of force majeure shall notify the other party in writing without undue delay of the occurrence of the circumstance, stating the nature of the circumstance and its probable duration.

12 HARDNESS CLAUSE. If the Seller's production costs for the Product (including, but not limited to, energy, transport or raw material costs) increase for any reason, or if the circumstances existing at the time of the Contract otherwise change so that the Seller cannot reasonably be expected to perform one or more of its obligations, the Seller may, by written notice to the Buyer, request renegotiation of the terms of the Contract to eliminate such hardship. If within 10 days of the submission of a request for renegotiation the parties are unable to agree on how to amend the Contract, the Seller may withdraw from the Contract by giving the Buyer 10 days written notice.

13 INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights relating to a product, service, manufacture of product and provision of service are the sole property of Seller. Seller makes no representations or warranties of any kind, express or implied, that the use of any Product sold hereunder, whether alone or in conjunction with other materials, will not infringe any patent, trademark or other intellectual property right of any person, and it is expressly agreed that Buyer shall be solely responsible and liable for any such infringement.

14 REACH. With respect to the Products sold under these Conditions, the Seller undertakes to comply with all relevant obligations under Legislative Decree 1907/2006 of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restrictions of Chemicals and its Supplements (REACH). In particular, the Seller undertakes to make the information and documents available to the Buyer in accordance with his obligations under REACH.

With the exception of the specially identified uses (defined in Article 3(26) REACH), which the seller informs the buyer in writing, the seller excludes any use other than the identified use. If the Buyer notifies the Seller of a use covered by Article 37(2) REACH which requires an update of the registration or chemical safety report, or otherwise triggers an obligation under REACH, the Buyer shall reimburse the Seller for its justified expenses, provided that the Seller has obtained the Buyer's prior consent to the update. Seller shall not be liable for any delay in product delivery caused by Seller's notification of use and fulfilment of corresponding obligations under REACH. Seller reserves the right to decide whether to accept the use notified by Buyer as an identified use. Any use shall be considered an identified use only if Seller has expressly agreed in writing that it accepts such use as an identified use.

To the extent permitted by applicable law, Seller shall not be liable for any loss or damage if the Products are used outside the identified use accepted by Seller or if the safety data sheets and specifications in force at the time of this Agreement or amended from time to time by Seller are not complied with.

15 APPLICABLE LAW AND JURISDICTION. These Conditions of Sale and any sale of a Product or provision of a Service by the Seller shall be governed by the laws of Germany without regard to its conflict of laws rules and to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods. For export orders, the sales contract is subject to the rules of the United Nations Convention on Contracts for the International Sale of Goods and, in addition, to the laws of the seller's home country. For all disputes concerning a sales contract for export sales, the competent court is exclusively, at the option of the plaintiff, either the court responsible for the seller's place of business or the court responsible for the defendant's place of business.




09/2018