General sales and delivery conditions
- I. Validity of these terms and conditions
1. Our deliveries, services and offers are made exclusively on the basis of these terms and conditions, even if we do not expressly refer to them in future business.
2. Deviating terms and conditions of the contractual partner only become part of the contract insofar as they do not conflict with our terms and conditions and we expressly acknowledge them in writing.
- II. Offers, orders, sample and quality information
1. Offers are subject to change and non-binding. Unless otherwise stated, they are understood to be ex works.
2. Orders are only binding for us if we confirm them or fulfill them by delivering the goods, verbal side agreements only if we confirm them in writing.
3. Analysis data and details of other quality features correspond to the best of our knowledge to the current state of knowledge and our development.
4. Dimensions, weights, samples or other performance data are only binding if they have been expressly agreed in writing.
1. If no price for the goods has been agreed, the calculation is based on our prices valid on the day of dispatch. The sales tax and, if applicable, the statutory oil storage contribution will be calculated separately at the rate valid on the day of dispatch.
2. In addition to the price agreed or valid on the day of dispatch, we are entitled to demand reimbursement of the expenses necessary for the delivery if these occur after the conclusion of the contract, regardless of whether they are based on legal or other provisions or actual circumstances. These include in particular export and import duties (e.g. customs duties, levies and taxes), loading and unloading costs, freight costs and shipping costs. In this case, the buyer is entitled to withdraw from the contract within 14 days after notification of the price increase - but at the latest up to 2 days before the agreed delivery date.
3. If the delivery of unpaid or untaxed goods has been agreed, all public charges will be borne by the buyer. The recipient may have to provide us with a valid permit at the latest at the time of delivery. Regardless of his fault, the buyer is liable for all public charges that we have to pay due to improper use of the goods.
- IV. Delivery, delay in delivery, force majeure
1. Delivery dates are only binding with express written confirmation and in this case are always subject to the correct, timely and complete self-delivery with the raw and auxiliary materials required for the manufacture of the goods.
2. We are reasonably entitled to make partial deliveries.
3. We accept no liability for delays in delivery due to force majeure or another inevitable event that makes delivery impossible or significantly more difficult through no fault of our own. This includes, in particular, industrial action, operational disruptions, official measures, lack of means of transport, traffic difficulties, war, riot, etc., even if they occur at one of our suppliers. In cases of this kind, we are entitled to limit the delivery for the duration of the effect, to stop it or to withdraw from the contract. The buyer can withdraw from the contract if he can prove that the delivery is no longer of interest to him after the impairment ceases to exist.
- V. Containers, filling
1. Loaned containers are to be returned to our warehouse free of freight and carriage paid immediately after the agreed transfer period. They must not be used for other purposes or contaminated. The buyer is liable for the loss or damage to the loan containers in his custody, even if he is not at fault. Loan containers not returned on time or not properly returned will be charged to the customer with the replacement value.
2. In the case of delivery in a road tanker, the buyer must ensure immediate acceptance on the agreed delivery date. He is liable for all costs and damage arising from delayed emptying.
3. Rental tank wagons are rent-free for the customer for outward and return journeys and for max. Ready for discharge in 48 hours. In the event of a late return, the buyer must pay the rent customary in the market for the duration of the time limit. The return freight for empty tank wagons is borne by the buyer.
4. Containers provided by the buyer (including tank wagons and road tank wagons) are to be delivered to our filling system ready for filling. We are not obliged to check these containers for their suitability or cleanliness. Use is at the risk of the buyer. We are not responsible for contamination of the goods due to unclean containers of the buyer.
- VI. Teslimat, kabul
1. After unconditional acceptance of the goods by the carrier or other agent of the buyer, any complaint is excluded due to the external nature (packaging, weight, etc.). 2. The weight determined and calculated by us is decisive, unless the buyer requests a weight control at his own expense. A deviation in weight can only be complained about immediately after receipt of the goods and only if it has been identified immediately and without any problems - if possible through an official recording.
VII. Acceptance period, default of acceptance
1. Unless expressly agreed otherwise when ordering, the buyer must accept the ordered goods within 14 days of the delivery date specified in the order confirmation.
2. If the buyer does not accept the ordered goods in time or if he is in default of acceptance for any other reason, we are entitled to deliver the goods to the buyer at his own risk and expense, or to store them at his own expense and to invoice them as delivered or to refuse delivery. Notwithstanding this, we are entitled to demand compensation from the buyer for the damage we have suffered as a result of the delay.
3. When the default of acceptance occurs, the risk of accidental deterioration or accidental loss passes to the buyer.
VIII. Passing of risk
1. The risk of accidental deterioration or accidental loss passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of dispatch. Even with freight-free delivery, the dispatch is at the risk of the buyer.
2. If shipping becomes impossible for reasons for which we are not responsible, the risk of accidental deterioration or accidental loss passes to the buyer upon notification of readiness for shipping.
3. If we follow a shipping instruction given by the customer, we act without our own obligation for the account and at the risk of the buyer.
- IX. Warranty and liability
1. The buyer is obliged to examine the goods immediately upon receipt. Obvious defects are to be reported immediately, hidden defects immediately after their discovery. No liability is accepted for goods that have been processed or sold with an obvious defect or after the discovery of a hidden defect without our consent.
2. In the event of quality complaints, we must immediately send us a sample of at least 1 liter. If necessary, we must also be given the opportunity to take all necessary measures to check the complaint on site.
3. In the event of justified complaints, the buyer is entitled to a replacement delivery or, at our option, to a reduction in the purchase price requested by him. If the replacement delivery fails, the buyer has the right to change or reduce the price. The buyer is not entitled to further claims.
4. Insofar as we have not ruled out the purchaser's claim for reimbursement of expenses pursuant to Section 478 (2) BGB by granting equivalent compensation, the buyer is obliged to resell the goods to a consumer if the goods are resold to a consumer if the requirements are met there. In the event of resale to an entrepreneur, the buyer must also oblige him in the above sense. In the event of a breach of the above obligations, we are not obliged to reimburse such expenses that would not have arisen if the subsequent performance was justifiably rejected in accordance with Section 439 (3) BGB.
5. Insofar as we are obliged to pay damages, our liability is limited to the replacement of the typically foreseeable damage, which does not include indirect and consequential damage, including lost profits.
6. The above disclaimers and limitations of liability do not apply to claims for damages due to gross negligence (intent or gross negligence), in the event of breach of essential cardinal obligations and in the absence of an expressly guaranteed property.
7. Without prejudice to the immediate obligation to inspect and give notice of defects in accordance with Number 1 above, the claims of the buyer become statute-barred no later than 1 year after delivery of the goods, unless there are legally longer limitation periods.
8. If the buyer is not an entrepreneur and not a legal person under public law or a special fund under public law, the above buyer obligations, liability exclusions and limitations of liability apply only insofar as there are no compelling legal regulations to the contrary. In particular, the buyer, who is not an entrepreneur and not a legal person under public law or a special fund under public law, is entitled to the statutory warranty period contrary to clauses 1 and 6 above.
- X. Payment
1. Unless expressly agreed otherwise in writing, payments are to be made without deduction within 14 days of the invoice date. If the payment deadline is exceeded, subject to a higher damage, we will claim interest in the amount of the usual debit interest, but at least in the statutory amount (§ 288 BGB).
2. In the event of delayed payment and justified doubts as to the solvency or creditworthiness of the buyer, we are authorized, without prejudice to our other rights, to demand security or advance payments for outstanding deliveries and to immediately pay all claims arising from the business relationship.
3. The buyer is only entitled to set-off - entrepreneurs and legal entities under public law or special funds under public law to assert a right of retention - only if the counterclaim is undisputed or legally established.
- XI. Retention of title
1. We reserve title to the goods delivered (goods subject to retention of title) until all claims that we are currently or in the future entitled to - regardless of the legal reason - against the buyer.
2. The buyer is entitled to resell the goods subject to retention of title within the scope of his ordinary business operations, except for the possible revocation if there is an important reason. An important reason for the revocation is in particular the delay in payment by the buyer. A sale in the ordinary course of business does not exist if the buyer's customer requests a cession prohibition with regard to the buyer's purchase price claim.
3. In the event of permissible resale, the buyer hereby assigns to us the claims he has obtained from the resale to secure our claims. We accept these assignments. The buyer is authorized to collect the assigned claims as long as he meets his payment obligations towards us in accordance with the contract. Otherwise, we are entitled to the collected amounts and are to be kept by the buyer separately from his other assets and to be returned to us immediately. The buyer is also not authorized to assign these claims for the purpose of factoring, unless the factor's obligation to provide the consideration in the amount of our portion of the claim directly to us as long as claims on our part are established pass the buyer.
4. If the goods subject to retention of title are mixed or processed with other objects, we shall be entitled to co-ownership of the item resulting from the mixing or processing in relation to the value of the goods subject to retention of title. The above paragraphs 2 and 3 apply accordingly in this case.
5. Exercising the retention of title does not mean withdrawing from the contract.
6. The buyer must immediately inform us in writing of any access by third parties to the goods and claims belonging to us, with all the information required for an objection under § 771 ZPO.
7. If the value of the collateral exceeds our claims by more than 20%, we will release the collateral of our choice upon request of the buyer.
XII. Fulfillment and jurisdiction
1. The place of performance for all mutual services is Ratingen.
2. The place of jurisdiction for all disputes arising from the business relationship is Ratingen if - the buyer is a merchant, a legal person under public law or a special fund under public law, - the buyer moves abroad after the conclusion of the contract or - at the time the action is brought Residence or habitual residence of the buyer is unknown.
XIII. Applicable law, partial nullity
1. The law of the Federal Republic of Germany applies exclusively to the entire legal relationship between us and the buyer.
2. If a provision of these General Terms and Conditions or the contract with the buyer is or becomes ineffective or unenforceable, the validity of the remaining provisions of these General Terms and Conditions or the contract will not be affected. Instead of the ineffective or unenforceable provision, what the parties would have agreed upon knowing the ineffectiveness or unenforceability should apply in order to come as close as possible to the economic purpose of the ineffective or unenforceable provision