GT&C for commercial customers
- General information:
1.1. Deviations from these conditions of sale – particularly the application of the buyer’s conditions of purchase – require our express written approval.
1.2. Our offers are subject to change without notice. Orders are only binding for us if we confirm them or fulfil them by shipping the goods to you; verbal agreements will only become binding once we confirm them in writing.
2.1. Our delivery obligation will be suspended during such time as the buyer is in arrears with a debt.
2.2. A culpable failure to meet an agreed delivery date will not be deemed a default in delivery until an appropriate extension has been set.
3.1. Unless otherwise agreed, our deliveries will be made ex works.
3.2. The stated prices do not include VAT.
3.3. In the event of force majeure – meaning circumstances and events which could not have been prevented through prudent business management – our contractual obligations will be suspended for the duration of the incident and to the extent of its effect. If any resulting delays last longer than six weeks, both parties to the contract will be entitled to withdraw from the affected part of the contract. The parties are not entitled to make any further claims.
4.1. Unless otherwise agreed, our invoices are payable, strictly net cash, within 30 days of the invoice date.
4.2. The issuing of bills of exchange requires our consent; the charges and costs connected therewith and the risk of timely presentation and protesting must be fully borne by the buyer.
4.3. If payment due dates are not met, interest will be charged at the standard bank debit interest rate, but at least 3% above the current discount rate of the German Federal Bank [Bundesbank], while the right to claim further damages will be reserved.
4.4. Where the buyer defaults on payments and there are justified doubts about the buyer’s solvency or creditworthiness, we – without prejudice to our other rights – will be entitled to demand securities or advance payments for outstanding deliveries and to declare all claims from the business relationship to be due immediately.
4.5. Only undisputed or legally established claims will entitle the buyer to offset claims or retain payments.
5.1. We will make every reasonable effort to take into account the buyer’s preferences and interests regarding the shipping type and method; any extra costs incurred as a result will be borne by the buyer.
6.1. All information regarding the suitability, manufacture and use of our products, technical advice and other information is given to the best of our knowledge but does not exempt the buyer from carrying out its own inspections and tests.
6.2. The buyer must inspect the delivered goods – including, where reasonable, by trial use – for defects relating to their quality and intended application without delay on receipt, otherwise the goods will be deemed to have been approved.
6.3. Complaints will only be considered if they are made in writing (and supporting documents are enclosed) within eight days of the goods’ receipt – or, in the case of hidden defects, after the defects’ discovery but at the latest within six months of the goods’ receipt.
6.4. Our warranty obligation is limited to replacement, rescission, mitigation or improvement, at our discretion. Goods that are the subject of a complaint may only be returned with our express approval.
7.1. Where legally admissible, our obligation to pay compensation on any legal grounds whatsoever is limited to the invoice value of the goods directly involved in the event causing the damage. This will not apply if we are held fully liable by mandatory statutory provisions due to malicious intent or gross negligence.
- Retention of title:
8.1. Until our claims under the business relationship with the buyer are paid in full, the goods sold will remain our property. The buyer is entitled to dispose of the purchased goods in the ordinary course of business.
8.2. The retention of title also applies to the full value of any products arising from the processing, mixing or combining of our goods; in such cases, we will be considered the manufacturer. If our goods are processed, mixed or combined with goods of third parties and such third parties retain ownership rights, we will acquire co-ownership in proportion to the invoice values of such processed goods.
8.3. As security, the buyer hereby transfers to us, as a whole or in a sum equal to any co-ownership share which we acquire – see clause 8.2 – any claims against third parties resulting from reselling. The buyer is authorised to collect such claims for our account until further notice or until the buyer ceases its payments to us. The buyer is not entitled to assign such claims, even for the purpose of debt collection through factoring, unless the factor is obliged to transfer the consideration amounting to our share of the claim directly to us as long as we still have outstanding claims against the buyer.
8.4. The buyer must notify us without delay, by registered letter, of any attempts by third parties to seize goods and claims belonging to us.
8.5. Any exercise of the retention of title does not constitute withdrawal from the contract.
8.6. The goods and superseding claims may not be pledged to third parties nor be ceded or assigned by way of security until our claims have been paid in full.
- Place of performance and jurisdiction:
9.1. The place of performance for deliveries and payments is Malta.
9.2. If the buyer is a merchant, the place of jurisdiction is Malta