General Terms of Sale
For the purpose of these general terms of sale the term „Seller“ shall mean the Filtec W.Hermanns GmbH company mentioned on the reverse side of this document
1. These general terms of sale are solely applicable to companies and legal entities. Unless other terms are expressly accepted in writing the general terms of sale shall govern all sales, notwithstanding different or contrary terms or conditions mentioned on the order form or other documents.
2. These general terms of service are applicable to all future business with the Buyer.
§ 2 Offers – Acceptance
All bids and prices are communicated without binding the Seller. They may be modified at any time without prior notice. All orders are legally binding only if the Seller has not countermand the order within 3 weeks.
§ 3 Prices and Payment
1. All sales are governed by the „Incoterms 2010“
2. Unless otherwise stipulated, all deliveries shall be made ex works (EXW). Unless otherwise determined packaging of the goods is included.
3. Payments have to be transferred to the bank account given in the contract.
4. Unless otherwise determined the payment must reach the Seller within 10 days after delivery took place. Subject to any other remedy available to the Seller, any invoice or part thereof which is not paid on its due date shall from the next day bear interest, automatically and without prior notice, at the reference rate plus nine percent p. a.
5. Unless no fixed prices have been agreed the Seller is entitled to adjust prices due to changes in labour-, material- and delivery costs for goods with delivery dates further than 3 months into the future after signing of the contract.
§ 4 Delivery terms
1. Delivery periods shall only be binding if expressly agreed in writing. Delivery periods shall begin on the date of the order confirmation by the Seller, however, in no case prior to settlement of all details relating to an order including the furnishing of any required official certificates. Delivery periods shall be deemed to be met on timely notification of readiness to ship if the goods cannot be dispatched in time through no fault of the Seller.
2. If a shipment is delayed for reasons to be attributed to the Buyer, the risk of accidental deterioration, loss and destruction shall pass to the Buyer on notification of Seller’s readiness to ship. Required storage costs after passing of risk shall be borne by the Buyer. This shall not affect any other claims.
3. If the Buyer defaults in accepting, the Seller shall be entitled to claim refund of any expenditure associated therewith and the risk of accidental deterioration, loss and destruction shall pass to the Buyer.
§ 5 Shipment, Passing of Risk
Unless otherwise expressly agreed, shipment shall always be carried out at the Buyer’s risk. The risk shall pass to the Buyer as soon as the goods have been handed over to the person executing the shipment.
§ 6 Retention of Title
1. The delivered goods shall remain the Seller’s property until the invoice is fully paid or until the cheque of payment is cashed. The same applies in case of partial deliveries and partial payments.
2. The Seller shall be promptly notified about any hypothecation or other seizure of goods under retention of title through a third party. All intervention costs will be charged to the Buyer if and to the extent that they cannot be collected from such third party
3. In case of processing, combining or mixing of goods subject to retention of title with goods of the Buyer, the Seller shall be entitled to co-ownership of the new property inasmuch as the invoiced value of goods sold with retention of title relates to the value of the other involved goods. Where the Seller’s co-ownership becomes null and void due to processing, combining or mixing with other goods, the Buyer immediately assigns to the Seller those of his rights of ownership in the new property or compound matter which correspond to the amount of the value of goods subject to retention of title by the Seller. Buyer shall also be responsible for holding such rights in safe custody on the behalf of the Seller and at Buyer’s own expense.
4. If the value of the collateral deposited for the benefit of the Seller exceeds the amount of secured claims by a total of more than twenty (20) per cent, the Buyer shall be entitled to demand that the Seller insofar release securities of the choice of the Seller.
§ 7 Warranty
1. The limitation period for claims for defects shall be 12 months. This shall not apply to Buyer’s claims for damages based on damages of body or health caused by a defect for which the Seller is responsible or claims for damages based on intentional or grossly negligent conduct by the Seller.
2. The Buyer shall be entitled to rescind the contract or reduce the contract price in accordance with his statutory rights, however, the Buyer shall not be entitled to rescind the contract or to reduce the contract price, unless the Buyer has previously given the Seller twice a reasonable period to remedy the defect which the Seller has failed to observe, unless setting of such a period to remedy defects is dispensable. In the event of rescission, the Buyer shall be liable for any intentional or negligent actions that cause destruction or loss of the goods as well as for failure to derive benefits from the goods.
3. Specifications of the Sellers’ goods, especially pictures, drawings, data about weight, measure, etc. contained in offers and brochures are to be considered as average data. Such specifications and data shall in no way constitute a quality warranty but merely a description or labelling of the goods.
4. Unless limits for variations have expressly been agreed in the order confirmation, such variations shall be admissible that are customary within the trade.
5. The Seller shall not accept any liability for defects in the goods supplied if they are caused by normal wear and tear.
§ 8 Liability
1. Under no circumstances shall the Seller be liable for defects caused by bad storage, handling by the Buyer abnormal use of the goods or transformation of the material due to climatological conditions.
2. Without prejudice to the above, the Seller’s liability for damages arising from the delivered goods is in any case limited to the price of the goods.
3. In case of resale of the goods processed or not the Buyer shall with respect to his own purchasers restrict his liability for damages arising from the delivered goods to the value of the delivery.
4. Without prejudice of the above, the Seller’s liability for physical injury caused by the defective goods shall be governed by the law of the place of the Buyer’s registered office, unless this place is in the United States of America in which case German law shall prevail.
§ 9 Jurisdiction and Applicable Law
1. All sales are governed by the laws of Germany. The United Nations Covention on contracts for International Sale is not applicable (CISG)
2. All disputes shall be settled by the competent courts of the Seller’s main office in Düren/Germany