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1. |
GENERAL PROVISIONS: |
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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.
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2. |
OFFERS, ORDERS: |
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2.1 |
Our offers shall be subject to change.
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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. |
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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. |
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3. |
TERMS AND
CONDITIONS OF PAYMENT, DEFAULT,
SECURITY: |
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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. |
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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. |
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3.3 |
The acceptance of orders and the
performance of deliveries may be made
dependent on the provision of security
or advance payment. |
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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.
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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. |
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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. |
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4. |
DELIVERIES AND
SHIPMENT: |
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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. |
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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. |
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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.
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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. |
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5. |
PRICES:
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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. |
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6. |
RETENTION OF
TITLE: |
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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. |
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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).
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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.
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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.
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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. |
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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. |
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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.
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7. |
WARRANTY, NOTICE
OF DEFECTS, LIABILITY:
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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. |
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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.
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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.
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7.4 |
Warranty claims shall lapse one year as
of the delivery of the good.
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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. |
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8. |
PLACE OF
PERFORMANCE, JURISDICTION AND APPLICABLE
LAW: |
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8.1 |
The place of performance for delivery
shall be Wesel. |
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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. |
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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. |
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9. |
SEVER ABILITY
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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. |
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