GENERAL TERMS AND CONDITIONS
Conditions of sale and delivery of Niederrheinische Blechwarenfabrik GmbH
The following conditions of sale and delivery apply, unless otherwise agreed, for all business with us. Deviating General terms and conditions of the buyer, which we do not expressly recognise in writing, are non-binding for us, even if we do not expressly contradict them. Our offers are non-binding. The right to prior sale of the goods is reserved. Offers and agreements only become binding for us once we have confirmed them in writing.
Payments must be made to us at the latest by the 30th day after the invoice date or by the 14th day after the invoice date at the latest with a 1.5% discount. Only deliveries of goods are eligible for discounts; services of all kinds, including the delivery of spare parts, are strictly net. If the deadline is exceeded, we are entitled to charge default interest at a rate of 2% above the respective discount rate of the German Federal Bank.
If the buyer is in arrears with payment, or if there are other signs of payment risk, we can demand immediate payment for services performed and advance payment for future deliveries or payment upon delivery. Alternatively, we can stipulate the provision of sufficient and acceptable securities within a reasonable period of time. We can withdraw from the contract if the buyer does not comply with our request within 8 days. We expressly reserve the right to make further claims.
We are entitled to sell or assign our claims against the buyer to third parties.
The delivery period begins on the day after the order confirmation and is deemed to have been met if the goods have left our factory/warehouse by the end of the delivery period or the buyer has been notified that the goods are ready for dispatch. The buyer may not reject partial deliveries. We reserve the right to deviate up to 10% from the order quantity, which shall be taken into account when the invoice is issued.
Printed and/or customised goods as well as call orders must be accepted no later than 6 months after the order confirmation. If the buyer does not meet its acceptance obligations, we can charge it the purchase price and storage costs for goods that have not been accepted or called and make them due.
If the buyer claims compensation for non-performance in the event of a delay in delivery after a reasonable period of grace has expired, this shall be limited to the amount of the additional costs of a covering purchase to be carried out, as a maximum in the amount of the order value and, in the case of partial deliveries, in their value. This limitation does not apply if we have acted wilfully or with gross negligence.
If we are prevented from fulfilling our obligation due to force majeure including labour disputes and consequences of labour disputes, operational disruptions, delays in the delivery of raw and operating materials and a lack of energy, if the delivery or service is not impossible, the delivery period shall be extended by the duration of the disruption. Claims for damages by the buyer do not apply in these cases. We shall also not be responsible for the aforementioned circumstances if they arise during an already existing delay.
If the above circumstances last longer than 90 days, both contracting parties have the right to withdraw from the contract.
We reserve title to the goods or items delivered by us as long as we are still entitled to claims from ongoing business relationships with the buyer.
If our goods or objects are processed by the buyer, we are considered the manufacturer and acquire ownership of the newly created goods or objects. When processing, combining or mixing with other materials owned by third parties, we acquire co-ownership in the ratio of the invoice value of our goods or items plus the processing value to that of the other materials. In the event that our goods are combined or mixed with another item owned by a third party, this item is to be regarded as the main item, co-ownership of the item is assigned to us in the ratio of the invoice value of our goods plus the processing value to the invoice value or, in the absence of such, to the market value of the main item. As soon as and to the extent that the buyer is and becomes the owner of the filling goods and other packaging materials, the buyer hereby assigns ownership of this item to us.
In all of the above-mentioned cases in this section 5, the buyer shall store the item for us according to proper business principles free of charge.
Insofar as goods and objects are in our ownership, the buyer shall be entitled to dispose of them in the ordinary course of business, as long as it meets its obligations from the business relationship in good time. It may neither pledge nor assign as security the goods or objects as long as retention of title, co-ownership shares or entitlements to transfer of ownership to us exist.
The claims and rights from the sale of goods and objects to which we are entitled to property rights are already now assigned to us by the buyer as security in proportion to the proportion of our ownership share to the total value of the goods and objects sold. We accept the assignment. The buyer is prohibited from agreeing on a prohibition of assignment in relation to our goods or items.
Upon request, the buyer has to give us all necessary information about the inventory of the goods or items in our ownership and about the claims assigned to us and, upon request, to inform its customers of the assignment.
The buyer has to inform us immediately about compulsory enforcement measures of third parties in the goods or objects belonging to us or in the claims assigned to us or other securities by handing over the documents necessary for an intervention as well as about other impairments.
The securities to which we are entitled according to the above provisions shall be released at the request of the buyer at our discretion insofar as their value exceeds the claims to be secured by more than 20%.
The provisions of Incoterms in their latest version with all additions apply to shipping and the transfer of risk.
The buyer must examine the goods immediately upon receipt, also by means of test fillings or trial operation, in each case with a functional check. Complaints due to material defects, incorrect deliveries or quantity deviations must be communicated to us in writing, insofar as these are recognisable, within 7 days of receipt, and in the case of non-recognisable defects within 7 days of detection.
In the event of complaints, we are to be involved in the investigation.
Goods complained about are to be kept at our disposal. In the case of printed and/or customised goods, the warranty period is 6 months from the date of invoice.
With the processing of objected to or recognisably defective goods, these goods are recognised and accepted as is customary in the trade.
Details and information about the suitability and use of our goods are non-binding and do not release the buyer from carrying out its own tests and trials. The buyer is responsible for observing legal and official regulations when using our goods. In the case of justified defects recognised by us, we can either grant a reasonable price reduction or take back the defective goods and deliver a replacement or reimburse the equivalent value. If our replacement delivery fails, the buyer has the right to conversion or reduction. However, claims based on complaints can only be asserted if the failure due to these defects exceeds 3% of the total order quantity.
Defects in an insignificant partial delivery do not give the buyer the right to withdraw from the rest of the quantity.
Prescribed sheet thicknesses and weights are adhered to as far as possible, we try to match the prescribed colour tones exactly. For technical reasons, however, we cannot guarantee unconditional compliance.
Further claims by the buyer, in particular claims for compensation for damage that did not occur directly on the delivery item, are excluded, unless the damage is due to the lack of a property for which we have given an express warranty in writing with the recognisable purpose to exempt the buyer from damage.
The withholding of payments or the offsetting with counterclaims is only permissible if these have been legally established or are undisputed.
Pallets and other containers including accessories, with the exception of disposable single-use packaging, must be returned to our delivery plant/warehouse within 4 weeks. After this period has expired, we shall be entitled to invoice you at cost.
The observance of third-party property rights and copyrights, labelling regulations, etc., including designs supplied by us if these are based on information or regulations of the buyer, is the responsibility of the buyer. It is liable for the consequences of the violation of such rights and provisions and releases us from all claims.
In accordance with § 33 para. 1 of the Federal Data Protection Act, the buyer is hereby informed that any personal data that may arise will of course be processed by persons from a company within the framework of our business relationships and due to the order processing within the legally permissible limits. When the order is placed, the consent of the buyer is deemed to have been given.
Drafts, lithographs, clichés, drawings, printing plates, stamping dies, tools, etc. (production aids) are only charged proportionally.
We keep the production aids in case of reorders, insure them against fire damage and take care of their maintenance. We shall only bear the costs for the replacement of production aids that have become unusable if it can be proven that one of our companies is at fault. Our storage obligation expires if no further orders have been received from the buyer within 2 years of the last delivery.
If production aids are made available by the buyer, we shall not be liable for appropriate execution. They are handed over to us by the buyer free of charge and are stored by us at the risk of the buyer.
Our liability is based exclusively on the above statements. All claims not expressly granted there, including claims for damages, in particular from tort, impossibility and delay, including claims for compensation for indirect or consequential damage, for whatever legal reason, are excluded, unless we are guilty of intent or gross negligence. In these cases our liability shall be limited to the foreseeable damage as a result of this breach of duty. The buyer cannot invoke gross negligence on the part of our vicarious agents.
Should individual provisions of these conditions be or become ineffective for legal reasons, this shall not affect the validity of the remaining provisions.
Ineffective provisions shall be replaced by effective provisions that come as close as possible to the economic purpose of the ineffective provisions.
The place of jurisdiction for all claims from this contract is Duisburg.