General terms and conditions
General terms and conditions of Fluoron GmbH
§ 1 Validity
All deliveries, services and quotations of Fluoron GmbH are subject to these General Terms & Conditions in as far as the customers of Fluoron GmbH are business persons, legal entities under public law or special fund under public law in the meaning of § 310 Sec. 1 BGB (German Civil Code). Deviating and/or supplementary provisions require the explicit agreement of Fluoron GmbH. The business and purchasing conditions of the customers are expressly objected to. They only form part of the contract if Fluoron GmbH agrees explicitly and in writing with same.
§ 2 Quotation, acceptance
All quotations by Fluoron GmbH are principally subject to change and non-binding until a contract is entered into. The customer is bound to the purchase (order) for 4 weeks after receipt of the order by Fluoron GmbH. A contract is agreed when Fluoron GmbH accepts the order in writing within this time period or performs delivery.
§ 3 Prices, payment
(1) The prices of the applicable Fluoron GmbH price list at the time of contractual agreement shall apply unless otherwise agreed in writing. The prices are ex-works. Freight, postage, packaging and insurance will be invoiced separately, also for part deliveries. Legally applicable VAT will be invoiced in addition.
(2) The purchase price is due for payment net within 21 days of invoicing. After the due date, default interest at 8% above the prevailing base interest rate will be charged p.a. We reserve the right to assert further damages caused by default.
§ 4 Set-off, retention
The buyer is only entitled to set-off in as far as his counterclaims are undisputed or have been legally determined. The buyer is only entitled to assert retention rights based on counterclaims arising from the same contractual agreement.
§ 5 Delivery
(1) Delivery dates and delivery deadlines are only binding if referred to as binding in writing by Fluoron GmbH.
(2) Force majeure, riots, strikes, lock-outs and major operational interruptions for which Fluoron GmbH is not responsible, shall change the delivery dates and delivery deadlines by the time period of delays caused by these circumstances.
(3) Delivery assumes the timely and orderly meeting of obligations by the buyer. The right of non-fulfilment of the contract is retained.
(4) In case of delayed acceptance or other culpable breaches of the duty to cooperate by the buyer, we are entitled to compensation for the ensuing damages, including any additional expenditures. Further claims remain reserved. The risk of accidental loss of the goods or accidental deterioration of the goods is in this case transferred to the buyer at the point of time of acceptance delay or other breach breach of duty to cooperate.
§ 6 Transfer of risk, shipment
The place of performance is the registered business address of Fluoron GmbH (Ulm). When shipping the goods at the request of the buyer, the risk of accidental loss and accidental deterioration of the goods is transferred to the buyer at the point of time the goods are shipped.
§ 7 Retention of title
(1) The goods remain our property until all due payments have been received. In case of contractual infringements by the buyer, including delayed payment, we are entitled to take back the goods.
(2) The buyer shall treat the goods with care, insure them adequately and, if necessary, maintain them.
(3) In as far as the purchase price has not been paid in full, the buyer shall immediately inform us in writing if the goods have been encumbered with the rights of third parties or are otherwise subjected to other interventions of third parties.
(4) The buyer is entitled to the resale and use/consumption of the goods subject to retention during the normal course of business. In this case however, he shall already transfer all claims to such resale or such use/consumption to Fluoron GmbH, regardless of whether this takes place before or after potential processing of the goods supplied under the title of retention. Notwithstanding our authority to collect the claim ourselves, the buyer remains entitled to collect the claim after transfer. In this context, we are obliged not to collect the claim as long and insofar as the buyer meets his payment obligations, there has been no application for the opening of insolvency or similar proceedings or cessation of payment.
(5) In as far as the above mentioned securities exceed the claims to be secured by more than 10%, we are obliged to to release the securities according to our choice upon request of the buyer.
§ 8 Warranty
(1) The orderly fulfilment of all due inspection and complaint obligations according to § 377 HGB (German Commercial Code) is a prerequisite for all warranty rights of the buyer.
(2) Warranty claims can be made within 12 months following the transfer of risk.
(3) In case of faulty goods, the buyer has the right of supplementary performance either in rectification of the faults or supply of perfect goods. If supplementary performance is not successful, the buyer is entitled to reduce the purchase price or to withdraw from the contract.
§ 9 Liability
(1) As a matter of principle, our liability is limited to intent and gross negligence. In cases of infringement of major contractual duties, we are also liable for simple negligence, whereby our liability for simple negligence is limited to foreseeable, typical damages.
(2) Our liability for culpable (also negligent) injury to life, body and health as well as liability in accordance with the product liability law remain unaffected by the limitations in Section (1).
§ 10 Applicable law, place of jurisdiction
(1) The law of the German Federal Republic shall apply exclusively to all legal relationships between Fluoron GmbH and its customers under exclusion of UN Sales Law (CISG).
(2) The place of performance and the exclusive place of jurisdiction for all disputes between Fluoron GmbH and its customers is the place of business of Fluoron GmbH (Ulm).