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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY · Media Ink
(February 2003)

1.

GENERAL PROVISIONS:

 

Our General Terms and Conditions of Sale shall form an integral component of the agreement we concluded with our customer and shall only apply to merchants. Such terms and conditions shall apply to the following transactions upon receipt by the Customer. Unless stipulated in the entire offer and the order confirmation, no contrary terms and conditions shall apply, even if we do not expressly oppose such terms and conditions.

2. OFFERS, ORDERS:
2.1

Our offers shall be subject to change.

2.2

Any written, electronic, or verbal orders issued to us or our representatives shall only be binding upon us, provided we confirm them in writing or comply with the orders by sending the good. Any modifications-even of current orders-or collateral agreements must be confirmed by us in writing in any case. A purchase agreement shall first take effect upon our confirmation of the order. In the event delivery is made immediately without confirmation, the invoice shall be considered to be the order confirmation.

2.3

In the event an order is sent electronically, the provision of § 312 e(1), Sentence 1 Nos. 1 through 3 of the Jordan Civil Code (Duties in Electronic Communication) shall be excluded. We shall not be obligated to confirm the receipt of an order electronically. Incoming e-mails received between 9:00 a.m. and 4:00 p.m. shall be considered to have been received at 4:00 p.m., unless it can be proven that the e-mails were retrieved earlier. Any e-mail we receive beyond these hours shall be considered to have been received at 4:00 p.m. on the next business day, unless it can be proven that the e-mail was retrieved earlier. We shall only save the contractual provisions and general terms and conditions of business in the event we do not communicate with the customer individually and such provisions and terms and conditions may then be sent to the customer by e-mail upon request.

3. TERMS AND CONDITIONS OF PAYMENT, DEFAULT, SECURITY:
3.1

Unless agreed upon otherwise, our invoice amounts shall be due without deduction 30 days after the invoice date and payable in euros onto one of the bank accounts listed on the reverse side of this document. The Buyer shall bear any additional expenses. In export transactions, the Buyer shall bear the costs related to the receipt of the payment, provided such costs accrue in the Buyer's country. Unless agreed upon otherwise, our invoice amounts shall be due without deduction 30 days after the invoice date and payable in euros onto one of the bank accounts listed on the reverse side of this document. The Buyer shall bear any additional expenses. In export transactions, the Buyer shall bear the costs related to the receipt of the payment, provided such costs accrue in the Buyer's country.

3.2

In the event of a delay in payment, we shall charge default interest at the common bank interest rate for debit balances, though at least at a rate of 8% above the base interest rate pursuant to § 247 of the Civil Code plus exchange losses in other countries; we hereby reserve the right to assert additional damage due to default. The customer shall be free to prove that we did not experience any damage or a lesser damage.

3.3

The acceptance of orders and the performance of deliveries may be made dependent on the provision of security or advance payment.

3.4

In the event the financial situation of the customer substantially worsens after the conclusion of this Agreement, whether through a petition for the initiation of insolvency proceedings, initiation of composition proceedings, a petition for the issuance of an affidavit or a warrant of arrest or similar events, we shall be entitled to use our discretion to demand advance payments or the provision of security within a reasonable period. We shall be entitled to withhold our performance until such requests are fulfilled. We shall be entitled to withdraw from this Agreement after the expiration of the period in the event the advance payment is not rendered or security is not provided prior to such date. A substantial worsening of the financial situation of the customer is to be assumed in the event the customer is in default with more than two payments.

3.5

The customer may only set off or reduce claims in the event we have recognized the counterclaims or such counterclaims have been recognized by non-appealable judgment. This shall also exclude retention rights not based on the same contractual relation.

3.6

We hereby reserve the right to refuse bills of exchange. We shall always only accept such bills of exchange on account of performance. Discount charges and expenses for bills of exchange shall be borne by the Customer and shall be due immediately. Bills of exchange shall be accepted without any guaranty of correct submission or protest. We shall likewise only accept checks on the account of payment.

4. DELIVERIES AND SHIPMENT:
4.1

We shall endeavor to deliver the goods as quickly as possible. Any delivery dates or periods, which may be bindingly or non-bindingly agreed upon, must be specified in writing. Fixed transactions must expressly be labeled as such and confirmed by us.

4.2

In the event the manufacture, procurement or delivery is impossible or cannot be expected of us in due time due to events of force majeure or any other unforeseeable, extraordinary circumstances through no fault of our own such as lack of raw materials, operational disruptions or industrial actions (strike and lockout) at our factory, our suppliers or at transport companies, the delivery period shall be extended in a reasonable scope. In the event our delivery or performance is impossible or cannot reasonably be expected due to the above-mentioned circumstances, we shall be released from the delivery obligation.

4.3

In the event we delay the delivery in any other instances, damage compensation claims in accordance with § 286 of the Civil Code due to such delay shall be excluded hereby unless we acted intentionally or gross negligently. The claim to damage compensation shall be limited to typically foreseeable damage.

4.4

Unless agreed upon otherwise, the goods shall be loaded and shipped uninsured at the risk of the recipient ex works or the distribution center.

5. PRICES:
 

We shall carry out orders at the list price valid on the delivery date. Such prices shall not include turnover tax, which shall be calculated separately in accordance with the valid turnover tax rate. Unless agreed upon otherwise, delivery prices shall be per net/kg, with free delivery in Jordan and free delivery to the Jordanian border for other countries, duty unpaid in non-recyclable packaging (drums and containers); in the event the Customer requests delivery in non-recyclable containers, the price shall be increased by the surcharge for containers valid upon the date the invoice is issued. In the event the Customer requests express delivery or delivery by air, we shall invoice the additional expenses.

6. RETENTION OF TITLE:
6.1

We hereby reserve the title to the delivered good until all payments from the Supply Agreement have been received, provided such is permissible in accordance with the law at the location of the purchased good.

6.2

In the event the retention of title expressly agreed upon herein is not recognized by the law of the country in which the delivery object is located, or in the event such retention is only recognized in observation of certain prerequisites, the Customer shall be obligated to point this out to us no later than the conclusion of the Agreement. In the event the law does not allow the retention of title or the extended retention of title but allows us to reserve other rights to the delivery object serving the purpose of security in a manner similar to the retention of title, we hereby declare that we shall assert such rights. The Buyer hereby agrees to cooperate in the performance of any measures necessary for the performance (in particular in the observation of formal requirements).

6.3

Any treatment or processing of the reserved good shall be made without compensation on our behalf and without any obligation for us to be considered manufacturer in the terms of § 950 of the Civil Code, i.e., to retain title at any time and with any degree of processing of the products. In the event the Buyer processes (connects, mixes) the good with other goods not belonging to us, the provisions of §§ 947 and 948 of the Civil Code shall apply with the consequence that our co-title to the new good is then a reserved good in the terms of these Terms and Conditions.

6.4

In the event of the good is resold, to which the Buyer shall be permitted in the normal course of business, any claims arising for the Buyer are hereby assigned to us in advance as security. The Buyer shall be obligated to specify to us the names of the customers to which it resold the good at our request.

6.5

The Buyer shall keep the reserved good for us and hereby agrees to insure such good against fire, theft and water. The Buyer hereby assigns its compensation claims against insurance companies to which it is entitled from damages of the above-mentioned type or any other claims for replacement to us in the amount of our claims. We hereby accept such assignment. In the event the Buyer does not fulfill its obligations from agreements concluded with us or delays the performance, we shall be entitled to disclose this assignment of security to the end customer and directly collect the claim.

6.6

In the event the value of our securities exceeds our outstanding claims by more than 10%, we shall release such securities upon request. The taking back of the good delivered with reservation shall not be equated with the withdrawal from this Agreement unless such is expressly declared.

6.7

The Buyer shall not be entitled to pledge, transfer by way of security or otherwise dispose of the good without our express written approval. The Buyer must inform us without delay in the event of the pledge or other measures of third parties and if necessary take suitable immediate measures.

7. WARRANTY, NOTICE OF DEFECTS, LIABILITY:
7.1

The warranty for defective products shall correspond to the provisions of law unless stipulated otherwise below. Damage as a result of improper handling, storage, installation or other external influence shall be excluded from the warranty duty.

7.2

The Buyer must inspect the delivered good for defects in quantity and quality upon delivery without delay insofar as can be expected by trial processing, and shall inform the Seller of any defects without delay; otherwise the good shall be considered to have been approved. Any defects not recognizable in such inspection are to be notified to us after being detected without delay. Any complaints are to be issued in writing while specifying the order information and the invoice and shipment number.

7.3

In the event of justified complaints of defects filed within the prescribed period, we shall elect to either remedy such defects free of charge or subsequently deliver goods free of defects (subsequent performance). In the event the delivery is redressed (§§ 478 and 479 of the Civil Code), the Customer shall have the option of choosing either the remedy of defects or the delivery of a replacement. Our approval must be obtained prior to returning the good. The title shall be transferred to the replaced good. In the events we do not remedy defects or deliver a replacement of the defective good within a reasonable period set for us, or the subsequent performance fails (whereby we shall be entitled to two attempts), or we refuse subsequent performance or such subsequent performance cannot reasonably be expected of us, the Customer shall have the right to withdraw from this Agreement, to reduce the compensation or to have its expenditures and damage compensated within the limits specified below in accordance with the provisions of law. The claims to withdrawal and reduction shall not apply in the event of insignificant defects. A claim to damage compensation instead of performance in the event we do not render a due performance or not as owed (§ 281 of the Civil Code) or in the event we breach a duty in accordance with § 241(2) of the Civil Code (Ancillary Duties) (§ 282 of the Civil Code) shall be excluded in the event we can only be accused of slight negligence. This shall not apply in the event a material contractual or cardinal duty is breached. The claim to damage compensation shall be limited to typically foreseeable damage.

7.4

Warranty claims shall lapse one year as of the delivery of the good.

7.5

Any other damage compensation claims shall be excluded unless based on intentional action or gross negligence. This shall not apply to damage due to the loss of life, personal injury, or illness based on the negligent breach of duty on our part or an intentional or negligent breach of duty by our legal representative of vicarious agent. This shall likewise not exclude claims in accordance with the Product Liability Act.

8. PLACE OF PERFORMANCE, JURISDICTION AND APPLICABLE LAW:
8.1

The place of performance for delivery shall be Wesel.

8.2

The place of jurisdiction for all disputes resulting from this Agreement shall be Wesel. We shall also be entitled to file an action before the court at the registered office of the Buyer.

8.3

Exclusively the law of the Hashimite Kingdom of Jordan under the exclusion of the UN Sales Convention on Contracts for the International Sale of Goods shall be decisive. Unless specified otherwise in these Terms and Conditions, the last amended Incoterms issued by the International Chamber of Commerce shall apply.

9. SEVER ABILITY
 

In the event any of the individual provisions above are or become invalid, the validity of the other provisions and this Agreement shall not be affected thereby.