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GTC - General terms and conitions

Applicable in commercial transactions with companies, legal persons governed by public law and special funds under public law.

1. General information

(1) This version of the General Terms of Sale and Delivery (GTS&D) applies as of June 1, 2015. It replaces all earlier terms.
(2) We do not recognize terms of business deviating from these GTS&D unless we have explicitly accepted their validity in writing. The GTS&D also apply if we make the delivery to the Buyer unconditionally while being aware of terms of the Buyer that contradict or differ from these terms of sale.

2. Issue of offers and placement of orders

Our offers are non-binding.
Initial orders are only considered accepted once they have been confirmed in writing or carried out. Follow-up agreements do not become valid until they have been confirmed in writing.

3. Withdrawal from the contract, force majeure

(1) The Buyer only has a right of withdrawal if he has served us with notice of default, allowing a reasonable extension of the original deadline.
(2) We can exercise this right if the Buyer fails to meet his payment obligations to us or to a third party, even after expiration of a reasonable extension of the original deadline.
The legal rights of termination of the seller or supplier otherwise remain unaffected.
(3) In the event of force majeure, in particular official measures of any kind, unavoidable, defective, delayed or restricted supply of raw materials and consumables, electricity, water and other energy, lack of transportation means or traffic difficulties that are no fault of ours, industrial action, war, unrest and the like, we can restrict or stop the delivery for the duration of the circumstances or withdraw from the contract.

4. Liability

(1) Should we be obligated to pay damages, our liability shall be restricted to intent and gross negligence. Liability for unforeseeable, indirect, and subsequent damage is excluded.
(2) Limitations of liability do not apply in the event of breaches of contractual obligations that enable proper performance of the contract and upon which the Buyer relied and was entitled to rely and the non-performance of which jeopardizes attainment of the contractual purpose.
(3) Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability in accordance with the German Product Liability Law.

5. Delivery, ascertainment of quantities

(1) Delivery periods are only binding if expressly confirmed in writing. Our delivery obligation is contingent upon the timely and proper fulfillment of the obligations of the Buyer.
(2) The risk is also transferred to the Buyer as follows for carriage-paid or CIF delivery: In the case of a sales shipment by a trader, the transfer of risk takes place when the goods have been dispatched or collected. If the dispatch and/or delivery are delayed for reasons attributable to the Buyer or if the Buyer is in default of acceptance for other reasons, the risk in these cases is transferred to the Buyer. The quantity of goods is determined by us. It is binding for the Buyer and will be used as the basis for calculating the price.

6. Containers

(1) Returnable containers that are provided for up to 90 days free of charge remain our property. They may not be used for other purposes and must be returned to our warehouse carriage free, empty, and undamaged including screw fittings and faucets.
We reserve the right to charge deposit fees for containers after expiration of the 90-day period.
Containers that are lost or not returned on time can be charged at the replacement price.
(2) Buyer containers (including tank cars) are to be delivered free of charge to our filling plant in a clean condition and ready to be filled. In the event of delivery in Buyer containers, we are not obligated to check that the containers are suitable or clean. They are used at the risk of the Buyer. We are not responsible for contaminations of the goods as a result of containers provided in an unclean state.
(3) Returnable tank cars will be provided rent-free for the return journey and max. 48 hours for filling; rent will be charged for additional time used.
The return freight for empty tank cars shall be paid by the Buyer.
The Buyer is liable for all damages to returnable containers and returnable tank cars, even if they are the result of force majeure.
(4) In the event of delivery in a road tanker, the Buyer must ensure immediate readiness for acceptance. He is liable to us for all costs and damages resulting from delayed emptying of the tanker.
If cargo residues amount to more than 10% of the delivery quantity, credit shall be granted at the sales price. If such residues are the result of circumstances attributable to the Buyer, he shall be billed for the freight charges incurred for transport of the residues in both directions.

7. Samples and indication of quality

To the best of our knowledge, the analysis data and indications of other quality characteristics accurately reflect the state of the art and our development. Models and samples correspond to the current average quality of the goods, unless a special quality agreement is made for
a specific period.

8. Quality complaints

(1) Obvious defects, i.e., legal or material defects, excess amounts, short amounts, or wrong deliveries and the lack of any condition or durability of the delivery or service that we have warranted (defects) must be reported in writing without undue delay, however not later than 14 days after receipt of the goods; and in the case of defects which are not discernible during the normal inspection of incoming goods likewise without undue delay, however not later than 14 days after they are detected. The goods must still be in the original container and this must not have been moved from the destination station in the meantime. The Buyer must ensure the safeguarding of any rights of recourse against the transporter. In the event of quality complaints a sample of at least 1 kg must be sent in without delay; the remainder of the product in the original container and any goods in use must be secured. The Seller must be given the opportunity to carry out all necessary measures for investigating the complaint on site.
(2) In the event of justified complaints we are entitled vis-à-vis merchants to choose either to rectify the defect or to deliver a defect-free item to the Buyer (subsequent fulfillment). If the subsequent fulfillment fails or is unreasonable for the Buyer, he can either withdraw from the contract or reduce the purchase price.
Any other claims by the Buyer due to a defect only apply according to the provisions of figure 4 and are otherwise excluded.
(3) If the Buyer is not a merchant and if we provide replacement delivery, the Buyer has the right to demand a reduction in payment or rescission of the contract in the event of failure of the replacement delivery.
(4) The limitation period for compensation claims is 1 year from when the circumstances constituting the claim became known or the date on which the Buyer would have obtained such knowledge without gross negligence. This does not apply for liability in the case of intent, nor in cases in which the law specifies longer mandatory limitation periods, nor for liability according to the German Product Liability Act (Produkthaftungsgesetz).

9. Prices

(1) If no price has been agreed, the calculation will be based on the prices applicable on the day of ordering. We reserve the right to adjust the price in the event of an increase in the costs of raw materials, power, production, and public charges. The Buyer is entitled to withdraw or terminate if this results in an increase of at least 5% above the price at the time of ordering. All prices are free domicile if delivered by truck and free to the receiving station if delivered by rail.
Sales tax is charged separately at the relevant applicable rate.
(2) The confirmed prices apply – subject to paragraph 3 and if no other agreement has been made in writing – for 30 days in each case.
(3) We reserve the right to make price changes – including to final or fixed price agreements – at any time without prior notice if and as soon as overall fiscal charges (e.g., mineral oil tax, compensatory levy for waste oil, etc.), freights subject to collective agreements, raw material prices, and other costs change considerably for the petroleum industry. New price agreements will be concluded following expiration of the confirmed period.
Until such agreements are in place, the prices will apply subject to the above-mentioned provision. If the increase constitutes more than 5% of the agreed price, the customer shall be entitled to terminate the contract (right of cancellation or withdrawal).
(4) The agreed prices are based on an order value of at least €250 including sales tax in each individual case. If the value is below this amount, we reserve the right to charge a small quantity surcharge of €40 plus sales tax per invoice, and to bill cash on delivery for minimal quantities.

10. Payment

(1) Payments must be made within 30 days without deduction.
(2) Legal provisions apply with respect to the consequences of late payment.
(3) The offset or the execution of a right of lien or retention against us is only permissible if the claims are due from the same contractual relationship and acknowledged by us or identified as being legally valid.
(4) Only parties bestowed with collection authority commissioned by our company are authorized to collect invoiced amounts.
(5) The place of execution for the payment is Bremen.
(6) The data available through and generated under the contractual relationship are saved and processed for a specific purpose using an automatic data processing system. Data protection provisions shall be observed.

11. Retention of title

(1) All goods delivered during a business relationship will remain our property until the account is settled. Until this point, the Buyer is not authorized to make use of the goods outside of his ordinary course of business, to pledge them to third parties, or to assign transfer by way of security only. The Buyer cedes the purchase price claim that he obtains from the sale of goods that are still our property to us as security for our purchase price claim.
(2) The Buyer is authorized to collect the ceded claims as long as he fulfills his payment obligation to us in accordance with the contract.
If the Buyer fails to meet this obligation, the amounts collected will be due to us and are to be retained separately.
(3) If the Buyer processes the goods under reservation of title, he performs the processing on our behalf without any obligations arising for us. If the goods are processed, combined, mixed, or blended with other goods not delivered by us, we will be entitled to a share of ownership in the new item proportionate to the invoice value of the goods delivered in relation to the other processed goods at the time of processing, combination, mixing, or blending. If the Buyer acquires sole ownership of the item by operation of law, he shall, as of now, grant us co-ownership of the new item in the proportion described above and undertakes to store this item for us free of charge. Paragraph 1 and paragraph 2 apply accordingly.
(4) If the value of the assignments and securities due to us exceeds our claims by more than 20% in total, we undertake to release corresponding securities – at our own discretion – at the request of the Buyer.

12. Export

Due to legal embargo provisions (imposed by Germany, the EU, the USA, for example) we expressly indicate that the products supplied by us may be subject to export restrictions. Violating export restrictions can result in prosecution. Where goods are intended for export use, the Buyer is therefore obliged to specify the destination country before shipping the goods.

13. Applicable law, place of performance, place of jurisdiction

(1) German law shall apply. The provisions of the Vienna UN Convention of April 11, 1980 on Contracts for the International Sale of Goods (UN Sales Convention) do not apply. In addition, the latest version of the Incoterms applies for our foreign business insofar as they do not conflict with these GTS&D and any special agreements. (2) Should a provision be or become invalid, this shall not affect the validity of the remaining provisions. (3) The place of performance for the delivery is the place from which the delivery is dispatched. (4) If the Buyer is a registered trader in terms of the German Commercial Code (Handelsgesetzbuch), the place of jurisdiction is Bremen.

 

CONTACT

FUCHS WISURA GmbH

Am Gaswerk 2-10

28197 Bremen
GERMANY

Phone: +49 (0) 421 54903-0
Fax: +49 (0) 421 54903-25
E-mail: info@fuchs-wisura.de

Service Contact

+49 421 54903-0