General terms & conditions for the sale of goods

 

1. General

 

• Offers, orders and deliveries are subject to the following sales contract conditions of Fiberpreg GmbH, insofar as differing or additional conditions and agreements have not been confirmed in writing. Orders will only become binding by way of the Fiberpreg GmbH‘s written confirmation with a printed signature. The application of other conditions of the buyer is also excluded, even if these have not been specifically contradicted by Fiberpreg GmbH upon receipt.
• The sales conditions also apply for all future transactions with the buyer.
• In the event of changes to these sales conditions, the amended conditions are deemed approved after being sent, if no written objection is received within one month of receipt. As regards the time limit, the receipt by the buyer (electronic receipt via email is sufficient) is crucial.
• The buyer acknowledges that many of Fiberpreg GmbH’s products are subject to export controls. He is obligated to observe the requirements relating to foreign trade with regard to the export of the seller’s products. Obstacles to delivery whose origins lie in the observance of the relevant regulations, are not Fiberpreg GmbH’s responsibility.

 

 

2. Offer

 

• The offers of Fiberpreg GmbH are valid for four weeks from the date of issue.
• Fiberpreg GmbH reserves its ownership rights and copyright to all documentation passed on to the buyer in connection with the placing of the order; e.g. calculations, drawings, etc. Third parties may not be permitted access to this documentation, unless Fiberpreg GmbH grants the buyer its express written consent thereto.

 

 

3. Implementation

 

• Excess or short deliveries to the buyer are permitted insofar as they do not exceed 15% of the quantity ordered. This applies to partial deliveries, as well as to the balance and total of the quantity ordered. Alterations to the quantity tolerance require the written consent of the seller.
• Unless otherwise agreed, a particular roll length will not be due.
• Roll length tolerance of +-2% (invoiced length vs. actual length) needs to be acknowledged for invoicing purposes.

 

 

4. Delivery

 

• Unless otherwise agreed, delivery deadlines and dates are only approximate.
• The beginning of a delivery period specified by Fiberpreg GmbH will assume that all technical questions, as well as the buyers timely and proper fulfilment of his obligations have been dealt with. The delivery period will be deemed to have been complied with if the goods leave the factory before its expiry or, if the goods are not to be shipped by Fiberpreg GmbH, readiness for shipment has been advised.
• Force majeure, shortage of raw materials, strikes, unforeseen operational and shipping problems, or other hurdles for which Fiberpreg GmbH is not responsible, relieve it from his timely delivery obligation for the duration of the disruption and its consequences. If the agreed delivery deadline is missed by more than four months, then the buyer and Fiberpreg GmbH may withdraw from the unfulfilled portion of the contract.
• If commercial life in the buyer’s country is seriously restricted by war, civil war or similar events, then Fiberpreg GmbH shall have the right to withdraw from any unfulfilled portion of the contract.
• If the delivery date has been surpassed, then the buyer must set a reasonable period of grace unless, due to the delay, continuance of the contract is unreasonable for him.
• Claims for compensation due to delivery delays are limited to the net invoice value of the delayed delivery.
• The goods delivered may only be sold on in unprocessed condition with the prior written consent of Fiberpreg GmbH.

 

 

5. Transfer of Risk and Acceptance

 

• As soon as the goods leave Fiberpreg GmbH’s factory or warehouse or, in case the buyer´s acceptance delay his availability for shipment, all risks, including the shipping risk will pass to the buyer. This shall apply, regardless of whether the shipment of the goods follows from the place of performance or whoever is responsible for the shipping costs.
• The buyer, regardless of his rights under a warranty, will be obligated to accept the goods, even if they show minor defects.
• Partial deliveries will be permissible.

 

 

6. Payment

 

• In addition to the agreed prices, the buyer must pay VAT at the ruling statutory rate.
• Payments will only be deemed completed to the extent that Fiberpreg GmbH can freely dispose over the amount at a bank in his own country. The acceptance of cheques or promissory notes is subject to performance.
• If the buyer is more than one week late with a due payment, or a promissory note is protested, or cheque is not presented, then all the seller’s claims arising from the business relationship with the buyer shall become due immediately.
• Fiberpreg GmbH is also entitled to accrual of the rights under sec. 6.3 above if a justified doubt arises as to the buyer’s ability to pay.
• A holding back of due payments or a set-off are only possible in cases of legally established claims or claims expressly recognized by the seller.
• All costs arising in connection with the contract in the buyer’s country, including fees and taxes which were not known upon conclusion of the contract, shall be for the account of the buyer.
• The buyer must compensate the seller for any foreign exchange losses suffered as a result of late payment.

 

 

7. Lien

 

• Fiberpreg GmbH will retain title to the goods delivered by it (the "reserved goods"), until the buyer has settled all claims arising from the mutual business relationship, including any current account balance.
• The title also covers the full value of new products created by the processing of the reserved goods. These are deemed reserved goods within the meaning of these conditions. If a third party retains its title to its goods contained in the processed goods, then Fiberpreg GmbH acquires joint title pro-rata to the respective invoice values of the goods supplied by Fiberpreg GmbH and that third party.
• All receivables from the sale of the reserved goods, together with all ancillary and security rights, including promissory notes and checks securing the claims as per sec. 7.1 above are already hereby assigned by the buyer to Fiberpreg GmbH. To the extent that, in the processing of the reserved goods, any third-party title remains, then the assignment of the receivables from the sale will amount to the proportion of the value of the share acquired per sec. 7.2 above. The buyer already hereby assigns the same amount of any current account balance claims, including the final balance, to Fiberpreg GmbH in case the receivables from a sell-on are incorporated in an existing current account relationship with a customer of the buyer.
• If the buyer does not pay the debt, despite it having fallen due, within a reasonable period of grace, then the buyer must, upon demand, return the reserved goods to Fiberpreg GmbH, for the latter‘s free disposition; whereby the taking back of the goods shall not represent a withdrawal from the contract.
• If the value of the security exceeds the value of the debt being secured by more than 20%, then Fiberpreg GmbH, upon the buyer’s demand, is obligated to release securities of his choice, to that extent.

 

 

8. Warranty

 

• Fiberpreg GmbH warrants freedom from material and processing defects in accordance with state-of-the-art technology.
• Consultations, information and suggestions for the use, processing and application possibilities of our products, as well as the provision of sample rolls or the like, only include a characteristics warranty and guarantee if this is expressly agreed. The buyer is obliged to follow the user`s recommendation of Fiberpreg GmbH and the Technical Data Sheet (especially, but not limited to the fact that the products need to be stored in a freezer under -18°C). In case a defect arises due to the fact that the buyer did not comply with the user`s recommendation, any warranty rights of the buyer are excluded.
• Unless otherwise expressly agreed, normal commercial or material variations will not be considered defects. The same applies to differences in raw and color tones of the goods supplied, unless the latter leads to a substantial limitation on the usability of the products.
• The buyer’s warranties require that he has complied with his inspection and complaint obligations under sec. 377 of the German Commercial Code (in German: HGB) without delay, otherwise the goods will be deemed approved. The right to complain lapses, in any event, 12 months after the production date of the goods (quoted on the product), insofar as Fiberpreg GmbH has not fraudulently concealed the defect complained of.
• If goods previously subjected to a complaint, or recognizably defective goods are processed in some way, or sold, without the seller’s written approval, the goods will be deemed approved and all defect claims lapse. This will apply, in particular, to the passing on of the warranty claims to the seller which accrue to the buyer from the sale of the processed goods to a third party.
• The claims under the warranty are limited, at the Fiberpreg GmbH’s option, to reworking the defective goods or replacing them with defect-free goods. If this should be delayed to an extent which is unreasonable for the buyer, or fails, or is impossible, he may demand a price reduction or, in cases of material breach of duty, the rescission of the contract, as well as compensation in accordance with sec. 9. below.

 

 

9. Claims for Compensation

 

• A buyer’s claims for compensation – also extra-contractual types – are debarred in cases of minor negligent breaches of duty by Fiberpreg GmbH, his executive staff and his other agents or representatives, unless it involves a breach of duty which is of fundamental importance in achieving the contractual purpose. In the latter case, the liability of Fiberpreg GmbH is limited to damages foreseeable and typical for such types of contracts at the time of the conclusion of the contract.
• Fiberpreg GmbH will only be liable for direct damages (i.e. especially not for lost profit) at the time the contract is concluded, in the event of gross negligence or willful intent on his part, or that of one of his executive staff, or if the covering against such damages is an express object of a specific warranty or guarantee.
• To the extent that the liability of Fiberpreg GmbH is excluded, this shall also apply equally to his employees in cases of the buyer’s direct recourse thereto.
• The aforementioned limitations do not apply to personal injury. The mandatory statutory liability of Fiberpreg GmbH as the seller; e.g. under the Civil Liability and Product Liability Acts, remains unaffected by these conditions.

 

10. Applicable Law and Jurisdiction

 

• This purchase contract is subject to the law of the Federal Republic of Germany applicable at the Fiberpreg GmbH’s registered Office. The application of the German conflict of laws rules and the uniform laws relating to the international sale of goods and services, as well as the entering into international sale contracts for goods – both dated 17 July, 1973 – as well as the UN Convention on the International Sale of Goods dated 11 April, 1980 is excluded.
• If individual provisions of the contract or these General Conditions shall be invalid, the remaining provisions will remain unaffected thereby.
• Place of performance and jurisdiction for all claims under the business relationship is the Fiberpreg GmbH´s registered office. However, the latter also has the right to assert his claims within the buyer‘s general place of jurisdiction.