Sales, delivery and payment conditions
1. Conclusion
All delivery contracts, regardless of whether we conclude them in our own name or as agent for a third party, are based exclusively on the following conditions. Deviating business and purchasing conditions of our contractual partners shall only become effective if we have expressly acknowledged them in writing for the respective conclusion of contract.
2. Delivery
Delivery is subject to risk coverage by our credit insurance. The delivery period begins on the day of our order confirmation, but not before all details of execution have been clarified. The decisive factor for the timeliness of delivery is the time at which the goods are handed over to the carrier or the time of readiness for dispatch, insofar as dispatch or delivery of the goods is delayed due to circumstances for which the buyer is responsible. In the event of later changes to the contract agreed at the buyer’s initiative that affect the delivery time, this shall be extended by an appropriate amount. Delivery and compliance with delivery dates are subject to correct, complete and timely
self-supply and the absence of force majeure events such as natural disasters, epidemics and pandemics, difficulties in obtaining necessary official approvals, etc., which are outside our sphere of influence. If such events make delivery substantially more difficult or impossible and the impediment is not only temporary, we are entitled to withdraw from the contract. In the case of temporary impediments, the delivery or performance periods shall be extended or the delivery and performance dates shall be postponed by the period of the impediment plus a reasonable start-up period. If we cannot meet delivery dates for reasons for which we are not responsible, we will inform
the buyer accordingly and at the same time communicate the expected new delivery date. Such a merely temporary postponement of delivery and performance dates does not entitle the buyer to withdraw from the contract. We are entitled to partial deliveries and partial services at any time, insofar as this is reasonable for the partner.
In the event of default of acceptance or other culpable breach of duties to cooperate by the buyer, we are entitled to compensation for the resulting damage, including any additional expenses. In this case, the risk of accidental deterioration of the goods passes to the buyer at the time of default of acceptance or other breach of duties to cooperate.
3. Dimensions, weights and qualities
Dimensions, weights and qualities are subject to customary commercial deviations or the standard tolerances of the country of manufacture. In the case of direct deliveries, the weight determined by the scales of the supplying mill and in the case of warehouse transactions the weight determined on our scales or on scales specified by us shall be decisive for invoicing. Proof of weight is conclusively provided by presentation of the weighing ticket. When weighing whole wagon loads, the total weight determined forms the basis of calculation, with the weights of the individual partial items of the delivery determined arithmetically. Differences between the weight of the total delivery and the arithmetically
determined individual weights are apportioned proportionally to these.
4. Price calculation
The prices published at the time of delivery, i.e. on the day of dispatch, apply; for goods whose prices are not published, the market prices at the time of delivery are deemed agreed, unless fixed prices have been expressly agreed. Prices apply ex works on the basis of the respective freight basis, excluding packaging, loading or customs. For deliveries from stock, the customary warehouse prices apply. If, between conclusion of the contract and the day of delivery, there is an increase in prices at the supplying mills or an increase in freight charges or public charges that directly or indirectly affect or increase the cost of deliveries, we are entitled to increase the price accordingly. Short freights, i.e. differences between the actual freight costs and the possible lower costs, shall be borne by the buyer.
5. Payment terms – securities
Payments are to be made in accordance with the payment terms agreed in our order confirmation.
If the buyer’s economic circumstances deteriorate, if the buyer is in default of payment, or if the buyer has ceased payments, we may, at our discretion, demand immediate payment or security for our claim or withdraw from the contract. If we withdraw from the contract, all our claims become due immediately. We are also entitled to demand compensation for costs and other damages incurred by us as a result of withdrawal. Claims for damages against us are excluded. Complaints of defects do not entitle the buyer to withhold payments or to set-off. The buyer agrees that securities – this also applies to goods subject to retention of title in accordance with clause 7 of these conditions – which have been provided to us or to those we represent, shall in each case secure our claims and the claims of those we represent. We are entitled to set off with and against claims to which we or our affiliated companies are entitled against the buyer or which the buyer has against us or our affiliated companies. Set-off is also permissible if the claims or counterclaims are
not yet due. In this case, settlement is made with value date.
6. Retention of title
a) All deliveries remain our property until full payment of all our claims. In the case of a running account, the retained title serves as security for our balance claim.
b) The buyer must notify us immediately of any seizure or other impairment by third parties.
c) The buyer may process or sell our goods subject to retention of title only in the ordinary course of business.
d) Processing is carried out for us, without obligating us and without our ownership thereby ceasing. The processed goods serve as our security in the amount of the invoice value of the goods subject to retention of title. If the buyer processes our goods subject to retention of title with other third-party goods, we acquire co-ownership in the new item in the ratio of the value of all processed goods at the time of processing. To this extent, the new item is deemed to be goods subject to retention of title within the meaning of these conditions.
e) If the buyer sells our goods subject to retention of title, the buyer hereby assigns to us, already now, the claims from this sale in the amount of the price we charged for the goods, regardless of whether the buyer sells the goods unprocessed or processed or together with other services or whether the buyer sells them to one or more purchasers. If the buyer sells our goods subject to retention of title processed or unprocessed together with other goods not belonging to us, the assignment to us applies only in the amount of the value of our goods subject to retention of title included in the processing or sale, as shown on our invoice, at the time of processing or delivery for resale. The buyer is entitled to collect the assigned claims.
f) If the buyer is in default, breaches the obligations incumbent on the buyer, or if the buyer’s economic circumstances deteriorate such that our claim is at risk, we are entitled at any time: (aa) to revoke the authorization to sell or process (cf. para. c); (bb) to demand surrender of the goods subject to retention of title, without the buyer having a right of
retention and without us thereby withdrawing from the contract; and (cc) to inform the third-party debtors of the assignment and to revoke the authorization to collect.
g) At our request, the buyer provides us with the necessary information and hands over the documents required to assert our rights.
h) If the value of the securities existing for us exceeds our total claim by more than 20%, we will release corresponding securities at our discretion upon request.
7. Acceptance
If the goods are to be specially tested and accepted by agents of the buyer, this must be expressly agreed when placing the order. In the case of such acceptance, we bear the objective costs, while personal acceptance and test costs are borne by the buyer. If special quality specifications have been agreed, the buyer may accept the goods at the supplying mill; if this right is not exercised immediately after notification of readiness for dispatch, the goods are deemed to have been delivered in accordance with the contract upon leaving the supplying mill. The respective standard specifications of the country of manufacture apply as quality specifications. Occasional lots at special prices as well as IIa and end material must be inspected before dispatch; otherwise the goods are deemed to have been delivered in accordance with the conditions upon leaving the warehouse or the supplying mill. Subsequent complaints are excluded.
8. Dispatch and transfer of risk
Upon handover to the forwarding agent or carrier, but at the latest upon leaving the mill or warehouse, the risk – including seizure – passes to the buyer in all cases, including FOB and CIF transactions. We may select the means of transport and protection, which are charged separately, as well as covered and special wagons, and the shipping route, excluding any liability. Goods reported ready for dispatch must be called off immediately. If the buyer does not meet this obligation or if goods ready for delivery remain at the buyer’s disposal at the buyer’s request, the invoice may be issued immediately and payment may be demanded at the time at which the invoice would have become due upon delivery. The goods are stored at our discretion at the buyer’s expense and risk. In the case of transport by water, free, open and unobstructed shipping is assumed.
9. Liability for defects
We must be notified immediately as soon as defects should become apparent in the goods delivered by us. The defective goods must be kept ready for our inspection at the place where the defects are discovered, in the respective condition. A breach of this agreement excludes any liability on our part. Our liability is also excluded if defects determined at the
destination no later than within 14 days of receipt of the goods are not specified in writing. Defects that cannot be discovered within this period even with careful inspection must be reported immediately after discovery, but at the latest 3 months after receipt of the goods. Claims arising from defect notices are, at our discretion, limited to a reduction of the
purchase price or subsequent delivery of defect-free goods at our expense, once the defective goods have been returned to the place of dispatch. Claims for compensation for direct or indirect damages are excluded. Claims arising from defect notices can no longer be asserted at all if no action is brought
within one month after we have rejected acknowledgement of the claims.
10. Gerichtsstand und Erfüllungsort
Erfüllungsort für die Lieferung ist der jeweilige Ort der Versendungen, für die Zahlung ist Unna Erfüllungsort. Gerichtsstand ist für beide Teile Unna. Es gilt das Recht der Bundesrepublik Deutschland. Die Anwendung der einheitlichen Gesetze über den internationalen Kauf beweglicher Sachen sowie über den Abschluss von internationalen Kaufverträgen über bewegliche Sachen wird ausdrücklich ausgeschlossen. Im übrigen gelten die INCOTERMS in der jeweiligen neuesten Fassung, soweit sie nicht mit den vorstehenden Bestimmungen im Widerspruch stehen.
11. Teilnichtigkeit
Die Nichtigkeiten eines Teiles dieser Bedingungen berührt nicht die Gültigkeit der übrigen Bedingungen.
B + B Eisen- und Stahlhandel GmbH
Morgenstr. 105
59423 Unna