General Terms and Conditions - Pfeiffer Laboratories GmbH
I. General
The following general terms of sale and delivery will form part of the purchase contract and, unless otherwise agreed, will also apply to all future business with us. Conflicting or deviating purchasing conditions or other restrictions of the buyer are not recognized unless we have expressly agreed to them in writing in individual cases.
II. Quotations, Orders, Prices and Materials
1. Our offers are non-binding in terms of price, quantity, delivery time and availability.
2. The contract only comes into existence through our order confirmation or through the execution of the order.
3. If the prices of our sub-suppliers, freight and/or public charges increase between ordering and delivery of the goods, and if our verifiable expenses change as a result, we are entitled to increase our prices accordingly.
4. Our price quotations do not include statutory sales tax and are ex warehouse, unless otherwise agreed.
5. Surplus materials (raw materials and packaging materials) that have been specially procured for your order and cannot be used elsewhere after the order has been completed will be sent to you at cost price
burdened.
III. payment
1. Unless otherwise agreed, invoices are payable strictly net within 8 days of receipt of the invoice. Agreed deviations are noted on the invoice. If the payment deadline is exceeded, interest of 15% above the respective reference interest rate of the Deutsche Bundesbank can be charged. In the event of default, the statutory rights to assert non-performance damage and to withdraw from the contract remain reserved; In addition, residual debts from the contractual relationship are due immediately.
2. Bills of exchange are not accepted!
3. If there are justified doubts as to the solvency or creditworthiness of the buyer and if the buyer is not prepared to pay in advance or to provide suitable security for the service to be provided despite a corresponding request, we are, insofar as we have not yet paid ourselves, You are entitled to withdraw from the contract or to revoke granted payment terms.
4. Payments are only deemed to have been effected when the amount is finally available in one of our accounts.
5. Retention on the part of the buyer is excluded. The buyer may only offset against undisputed or legally established claims.
IV. Delivery
1. Unless otherwise agreed, all shipments travel at the risk and expense of the recipient, even if they are delivered from a third party warehouse (drop shipping). Acceptance of the consignments by the train, post office, other transport companies or the customer is considered confirmation of proper packaging.
2. Returns of goods and empties also travel at the expense and risk of the buyer, unless statutory regulations stipulate otherwise.
3. Events of force majeure, strikes, lockouts, shortages of raw materials and energy, unforeseen or unavoidable operational disruptions, disruptions in transport, disruptions caused by the weather (e.g. impossibility of transport due to frost, etc.), riots, war and other circumstances for which we are not responsible entitle us , to suspend the execution of the orders in whole or in part or to withdraw from the contract in whole or in part without the buyer being entitled to any claims for damages. The same applies in the event that we are not supplied correctly, not on time or not at all by our suppliers through no fault of our own.
4. If the delivery period is culpably exceeded, the buyer can withdraw from the contract or claim damages after expiry of a grace period to be set by him in writing, excluding further rights. Claims for damages by the buyer due to delay or non-performance are, however, limited to the invoice value of the quantity of goods that is not delivered or not delivered on time, insofar as we are not subject to unlimited liability in accordance with mandatory statutory provisions due to intent or gross negligence. We reserve the right to choose the shipping route and shipping method. Dispatch and packaging are always done to the best of our judgement, but without responsibility for the choice of the most suitable and economical type of dispatch and packaging or the dispatch route. The risk of destruction, loss or damage to the goods passes to the buyer when they are dispatched or, if they are collected, when they are made available. Our obligation to perform is suspended as long as the buyer is in arrears with a payment that is due.
V. Retention of title
1. The delivered goods only become the property of the buyer when he has fulfilled all of his obligations from the business relationship with us, including ancillary claims, claims for damages and cashing of cheques.
2. The customer is entitled to resell the goods in the ordinary course of business. He already assigns all claims arising from this resale to us. The customer remains authorized to collect the assigned claims even after this assignment. If the customer is in arrears with his payments, stops them or files for insolvency, we can demand that the customer names us the debtors of the assigned claims, provides all the information required for collection and hands over the necessary documents and discloses the assignment. If the reserved goods are sold by the customer together with items that do not belong to us without or after processing/mixing, the assignment of the claim against his customers only applies to the amount of the value of the affected reserved goods.
VI. damages
1. Claims for damages by the buyer based on slightly negligent violation of our contractual or legal obligations are excluded.
2. We are only liable for indirect damage and for damage that was not foreseeable at the time the contract was concluded if we were grossly at fault.
3. Mandatory statutory liability provisions remain unaffected.
VII. Complaints
1. The buyer must carry out all reasonable examinations to carefully check whether the delivered goods have the contractually agreed quality and are suitable for the intended purpose. If this check is omitted, not carried out to the required extent, or if visible defects are not reported to us in writing immediately, but at the latest within 7 days of receipt of the goods, the goods are deemed to have been approved with regard to such defects.
2. Hidden defects are considered approved if they are not reported to us in writing immediately after their discovery, but no later than 3 months after delivery of the goods at the place of dispatch. The buyer bears the burden of proof that the defect is hidden.
3. Goods that are the subject of a complaint may only be returned with our express consent
be sent back.
4. Properly raised and justified complaints will be met by a price reduction or exchange of the goods against reimbursement of the purchase price. Further claims of the buyer are excluded as far as legally permissible. This applies in particular to compensation for damage that did not directly occur on the goods themselves.
VIII .Technical Advice
Our developmental advice, whether spoken, written or through tests, is provided to the best of our knowledge, but is only valid as non-binding information, also with regard to any third-party property rights, and does not exempt the buyer from checking the products we have supplied for their suitability for the intended process and purposes. The application, use and processing of the products are beyond our control and are therefore the sole responsibility of the buyer. Should liability nevertheless come into question, this is limited to the value of the goods delivered by us for all damages. Of course, we guarantee the impeccable quality of our products in accordance with our general terms and conditions of sale and delivery.
IX. Place of performance, place of jurisdiction, effectiveness clause
1. The place of performance for delivery and payment is Heilbronn.
2. Place of jurisdiction for both parties is Heilbronn.
3. Should individual clauses of these terms of sale and delivery be wholly or partially invalid, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses. The parties must replace an ineffective provision with an effective provision that comes closest to the economic purpose of the ineffective provision.
Status: July 2011