2. Our offers are not binding. Offers are only legally binding if and as far as we confirm them in writing or have started the execution. Amendments, supplements and verbal side-agreements need to be confirmed in writing.

3. Our prices are calculated strictly plus VAT. Calculations are based on weights and quantities as measured by us. Should we decrease or increase our prices between contract conclusion and delivery, the price valid on delivery date will be applied. Should the price increase the purchaser has the right to withdraw from the contract within 14 days after notice of price increase.

If nothing else has been agreed the purchase price has to be paid in full upon delivery of the goods. Drafts and cheques are only accepted on account of performance and not in discharge of an obligation/a claim: they are considered to be payment after they are cashed. Charges are for the account of the purchaser. Against traders and tradesmen we reserve the right to charge accrued interests from the date of maturity in the amount of 2 % above the discount rate of the German Central Bank. The purchaser can only set our purchase price against receivables with undisputed or legally binding claims. We are entitled, despite different terms of the customer to credit payments against older outstanding debts. Are there already charges and interests incurred, we are entitled to credit payments first against charges and afterwards against interests. Tradesmen are allowed to retain the purchase price due to defects of quality, until we have decided about the entitlement of the notice of defects: over and above only if the purchaser provides sufficient securities. None tradesmen are not allowed to retain the purchase price because of a notice of defects other then of the contract of which the claim of purchase price derives. Our total claims out of the business relationship will become due at once – regardless of a possible acceptance of drafts – should the purchaser break the agreed terms of payment, ask for deferred payment or settlement or suspend payment. In case we have not fulfilled totally, we are entitled to hold back our stipulated goods and services until complete payment of our outstanding amounts and to get back our not yet paid goods at the cost of the purchaser. We can also demand advanced payment for possible further deliveries. Should we become acquainted with circumstances which let appear the financial solvency of the purchaser to be doubtable we are entitled to demand advance payment before delivery of the goods, even if different agreements were made before. We are also entitled to call all open claims due.

4. The terms and schedules named from us are without obligation, unless otherwise expressly stipulated. All dates of delivery are with the reservation that we ourselves receive deliveries from our suppliers in good order and in time. They start with the day of our order confirmation. Partial shipment is allowed. Our delivery obligation rests as long as the purchaser is arrear with a liability. Agreed dates of delivery refer to the date of shipment of the goods. If we get in delay of delivery the purchaser is entitled to set us a reasonable period and withdraw from the contract after the end of the period if we have not fulfilled our duties. Damages for non-performance after an unsuccessful lapse of time can only be demanded by the purchaser if the delay in delivery is due to a deliberate or grossly negligent behaviour by us. Against tradesmen our liability is limited to the invoice amount of the goods we are behind schedule with. We are bound to inform the purchaser of such circumstances immediately. The purchaser then is also entitled to withdraw from the contract. Force majeure, breakdown, exceeding the date of delivery, exceeding dates of deliveries of preliminary suppliers, raw materials, energy or labour shortages, strikes, lock outs, difficulties in sourcing of means of transportation, traffic congestion and instruction of higher authority release us from the obligation of delivery and respectively acceptance for the duration of the interference and the scale of impact. Should because of this delivery be delayed for more than one months we are entitled to withdraw from the contract regarding the amount which is affected by the delivery respectively acceptance interference. Other claims do not exist.

5. All deliveries are made at buyer’s risk. The risk is transferred to the buyer as soon as the shipment has been delivered into the charge of the person responsible for transport or has left our entrepot for the purpose of dispatch– with direct shipment the German port of entry. This is also effective when we bear the transport costs. Should shipment independent of our negligence become impossible, the risk is transferred to the customer with the information of readiness to ship. Means of transport and dispatch type sequence are chosen by us. We will do our utmost to take into account buyer’s options. Additional charges caused thereby are for the account of the buyer. On collection at entrepot it is incumbent on the purchaser respectively his commissaries to load the truck. Complaints due to damages in transit have to be made directly by the buyer against the forwarding agent within the agreed periods. An insurance of the goods against damages in transit will only be made if it is specifically stated by the buyer and only at the buyer’s costs.

6. For defect(s) as to quality which also includes the lack of guaranteed qualities we are liable according the legal requirements optionally with a replacement, price reduction or redhibitory action.

a) Against tradesmen and artificial persons of the public law, if next to the legal requirements the following requirements are complied with:

1) The purchaser has to examine the goods and packing immediately on delivery according to the customary conventions – if necessary with a test processing. Assessed damages have to be rejected in writing immediately.

2) Refrains the purchaser the respective examination or does not reject an assessed damage immediately, he loses his rights of warrantee as to the assessed damage. The same applies in case of a mistaken delivery, even with a significant deviation, which would exclude an acceptance of the goods through the purchaser.

3) The purchaser has to complain immediately after discovery of a hidden defect. Otherwise the goods are regarded as approved. The complaint about a hidden defect is after the end of 8 weeks in any case excluded. A claim for replacement due to wrong delivery will remain unaffected.

b) Against none tradesmen, when next to the legal requirements the following requirements are complied with:

1) The none commercial purchaser has the same examination duties as the tradesman according a)(1). However, the requirements go by the knowledge of the purchaser on the basis of his commercial situation on examining the goods. Discovered obvious defects have to be notified in writing immediately, the remaining defects within 6 months.

2) Refrains the purchaser the respective reasonable examinations or defaults the applicable reproval periods he loses his right of warranty as to the assessed and/or ascertainable defects. The same applies in case of an erroneous wrong delivery. Rejected goods can only be sent back with our explicit agreement. For damages caused to objects of legal protection including legal estate of the purchaser by defects of the delivered product, erroneous wrong delivery or defects of packing we are liable as follows:

a) Our liability against tradesmen and artificial persons of the public law is excluded insofar damages could have been avoided by adherence of the examination duties, unless the damage is due to a wilful behaviour of our legal representative. Under the same conditions our liability against none tradesmen is excluded unless the damage is due to a wilful or wantonly negligent behaviour of us.

b) Against tradesmen we are liable only for wantonly negligent breach of contract through our legal representative not our auxiliary persons. Against none tradesmen we are liable if and to the extend to which our contractual liabilities have been grossly negligent violated.

For others as the preceding damages – independent of the liability case - we only avouch for if they were caused by a grossly negligent behaviour of us. Such claims become time-barred half a year after the cause of the damage at the latest.

7. Information about using and application of our products and formulation, technical consultations and other details result to the best of our knowledge, but without obligation and excluding all liabilities.

8. The goods delivered remain our property until the settlement of all claims already arisen and of which will arise in the future, even if the purchase price for especially signified receivables is or will be paid. The property in goods vests in the buyer at the time we have no more trade accounts receivable. Should the delivered goods be processed or mixed with objects owned by third parties it is stated that the purchaser as authorized agent accepts the production for us in the sense of § 950 German Civil Code (BGB) without arising any obligations whatsoever for us. The so generated new good thus remains our property and acts as conditional good used to safeguard our titles as specified in the previous article. On converting (compound – blending) through the purchaser with other goods which do not belong to us apply the provisions of §§ 947 and 948 German Civil Code (BGB) and causes that our co-ownership on the new goods are conditional goods from now on in the sense of this provisions. The purchaser is only entitled to resale these conditional goods within the proper course of business on the condition that he arranges a conditional sale with his customer according to the previous articles. The purchaser is not entitled to other disposals especially not pledging the goods or transfer them by way of security. As resale also counts the absorption of our conditional goods by integration of the materials in an immovable object or the assembly with a main object (§ 947 German Civil Code BGB). In the event that the conditional goods are sold, the buyer shall already transfer its purchase-price claims against its customers to us including all ancillary rights and especially the claim of creation a cautionary mortgage until all our invoices and accessory claims have been paid in full. On our demand the purchaser is bound to announce the assignment to his customer and forward for assertion of our rights the necessary information and documents to us. 

Will after converting the conditional goods be sold by the purchaser according clause 8.2 and/or 8.3 or together with other goods not belonging to us, applies the assertion of the purchase-price claim according clause 8.6 only in the amount of the invoice value of our conditional goods. Exceeds the value of our collaterals our total claims by more than 20 %, we are bound to release securities of our own choice on request of the purchaser. Garnishments or confiscations of the conditional goods by third parties have to be announced immediately. All incurred intervention charges are at any rate for the account of the buyer. Should we according to the above-mentioned clauses avail of our retention of title by retraction of conditional goods are we entitled to sell or auction the goods (§ 825 German Civil Process Order ZPO).  The retraction of the conditional goods is made in the amount of the generated proceeds, maximum the agreed delivery prices. Further entitlements of damages especially loss of profit are reserved to ourselves.

9. All agreements concluded are governed by German law. The place of performance and jurisdiction for tradesmen is the place of business of the seller. Should single clauses be or become ineffective the German Commercial Code (HGB) applies to these clauses.

This document is a translation of the Allgemeine Geschäftsbedingungen (General Terms and Conditions) of CAR-LACK GFT + H mbH from the German original text. The General Terms and Conditions are based on German law and are legally binding in their German version only. The English version is a mere translation help and is being provided for your convenience only.