| 1 Preamble
These Standard Terms and Conditions
for the sale of export Goods shall exclusively apply, save as varied by express
agreement accepted in writing by both parties. The offer, order acknowledgement,
order acceptance or sale of any products covered herein is conditioned upon the
terms contained in this instrument. Any conditional or different terms proposed
by the buyer are objected to and will not be binding upon the seller unless assented
in writing by the seller.
These conditions shall govern any future indivudual contract of sale between the
seller and the buyer to the exclusion of any other terms and conditions subject
to which any such quotation is accepted or purported to be accepted, or any such
order is made or purported to be made, by the buyer. Any typographical, clerical
or other error or omission in any sales literature, quotation, price list, acceptance
of offer, invoice or other document of information issued by the seller shall
be subject to correction without any liability on the part of the seller. The
provisions of these Standard Terms and Conditions extend to standard contract
conditions which are used in a contract with a merchant in the course of business
only.
2 Quotation, Orders and
Specifications
No order submitted by the buyer shall
be deemed to be accepted by the seller unless and until confirmed in writing by
the seller or the seller’s representative. Quotations may be issued by the seller
in no other way than by fax or e-mail.
The quantity and description of and any specification for the goods shall be those
set out in the seller’s quotation (if accepted by the buyer) or the buyer’s order
(if accepted by the seller).
The buyer shall be responsible for the seller for ensuring the accuracy of the
terms of any order submitted by the buyer, and for giving the seller any necessary
information relating to the goods within a sufficient time to enable the seller
to perform the contract in accordance with its terms. If the goods are to be manufactured
or any process is to be applied to the goods by the seller in accordance with
the specification submitted by the buyer, the buyer shall indemnify the seller
against all loss, damages, costs and expenses awarded against or incurred by the
seller in connection with infringement of any patent, copyright, design, trade
mark or other industrial or intellectual property rights of any other person which
results from the seller’s use of the buyer’s specification.
The seller reserves the right to make any changes in the specification of the
goods which are required to conform with any applicable statutory requirements
or, where the goods are to be supplied to the seller’s specification, which do
not materially affect their quality or performance.
3 Price of the Goods
The price is exclusive of any applicable
value added tax, which the buyer shall be additionally liable to pay to the seller.
The price of the goods shall be the seller’s quoted price or, where no price has
been quoted, the price listed in the seller’s published price list current at
the date of acceptance of the order.
On submitting his quotation the seller feels committed to adhere to his given
price for the duration of 14 days. Where the goods are supplied for export
from Germany, the seller’s published export price list shall apply.
The seller receives the right, by giving notice to the buyer at any time before
delivery, to increase the price of the goods to reflect any increase in the cost
to the seller which is due to any factor beyond the control of the seller (such
as foreign exchange fluctuation, currency regulation, alteration of duties, significant
increase in the cost of materials or other costs of manufacture) or any change
in delivery dates.
Except as otherwise stated under the terms of any quotation or in any price list
of the seller, and unless otherwise agreed in writing between the buyer and the
seller, all prices are given by the seller on an ex-works basis, and where the
seller agrees to deliver the goods otherwise than at the seller’s premises, the
buyer shall be liable to pay the seller’s charges for transport, packaging and
insurance.
Except as otherwise agreed upon
within Germany freight is delivered free of charge to one single delivery address
on exceeding 2.000 EURO of order value.
Deliveries to EURO countries and other destinations are calculated individually
according to the freight volume, weight and the distance.
4 Terms of Payment
The buyer shall pay the price of the goods within
14 days of the date of the seller’s invoice. Payment shall be effected according
to what has been agreed upon in the contract only; no cheque or bill of exchange
will be considered as fulfillment of the payment obligation.
It may be agreed between the parties that the buyer has to deliver a letter of
credit issued by his bank (or any bank acceptable to the seller). In this individual
case it is assumed that any letter of credit will be issued in accordance with
the Uniform Customs and Practice for Documentary Credits, 1993 Revision; ICC Publication
No. 500. If the buyer fails to make any payment on the due date then, without
any prejuce to any other right or remedy available to the seller, the seller shall
at his discretion be entitled to:
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charge the buyer interest on the amount unpaid,
at the rate of 4 per cent per annum above Federal Reserve Bank Rate/Bundesbank
Discount Rate from then being valid, until payment in full is made. The
buyer shall be entitled to prove that the delay of payment caused no or
little damage only.
5 Delivery
Goods featuring on the TL internet site
under, normal circumstances, are overseas import products. It it therefore that
the seller demands a formal and written purchase and import contract. Products
are imported and calculated
on the basis of a container quantity.
The seller reserves
the right to decline orders of import regarding the aspect of economic efficiency.
Delivery of the goods shall be made by the
buyer collecting the goods at the seller’s premises at any time after the seller
has notified the buyer that the goods are ready for collection or, if some other
place for delivery is agreed by the seller, by the seller delivering the goods
to that place.
Where delivery of the goods is to be made by the seller in bulk, the seller reserves
the right to deliver up to 3 % more or 3 % less than the quantity ordered without
any adjustment in the price, and the quantity so delivered shall be deemed to
be in the quantity ordered.
If a fixed time for delivery is provided for in the contract, and the seller fails
to deliver within such time or any extension thereof granted, the buyer shall
be entitled, on giving notice in writing to the seller within a reasonable time,
to claim a reduction of 3 % per week of the price payable under the contract,
unless it can be reasonably concluded from the circumstances of the particular
case that the buyer has suffered no loss. This limit shall not apply if the business
had to be settled on a fixed date or if the delay was caused negligently or intentionally
by the seller, his agents or representatives or if there is any future breach
of any essential contractual obligation.
If for any reason whatever the seller fails within such time to effect delivery,
the buyer shall be entitled by notice in writing to the seller to fix a deadline
after the expiry of which the buyer shall be entitled to terminate the contract.
He may also recover from the seller any loss suffered by the buyer by reason of
the failure of the seller.
Damages may only be claimed for by the buyer if the seller (or his representatives)
intentionally or negligently failed to fulfil the contract. The seller shall nevertheless
be held responsible for not fulfilling any further essential contractual obligation.
If the buyer fails to accept delivery on due date, he shall nevertheless make
any payment conditional on delivery as if the goods had been delivered. The seller
shall arrange for the storage of the goods at the risk and cost of the buyer.
If required by the buyer the seller shall insure the goods at the cost of the
buyer.
6 Claims & Transfer
of Risk
Claims must be registered within 30
workdays in written form only. It is absolutley indispensable that invoice or
delivery note numbers are referred to! Collected claims reaching back for some
period of time will therefore not be acknowledged and processed without those
references.
Risk of damage to or loss of the goods shall
pass to the purchaser as follows:
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in the case of goods to be delivered otherwise
than at the seller’s premises, at the time of the delivery or, if the buyer
wrongfully fails to take delivery of the goods, the time when the seller
notifies the purchaser that the goods are available for collection.
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in the case of goods to be delivered otherwise
than at the seller’s premises, at the time of the delivery or, if the buyer
wrongfully fails to take delivery of the goods, the time when the seller
notifies the purchaser that the goods are available for collection.
7 Retention of title
Notwithstanding delivery and the passing
of risk in the Goods, or any other provision of these conditions, the property
in the goods shall not pass to the buyer until the seller has received payment
in full of the price of the goods and all other goods agreed to be sold by the
seller to the buyer for which payment is then due. The seller shall have absolute
authority to retake, sell or otherwise deal with or dispose of all or any part
of the goods in which title remains vested in the seller.
Until such time as the property in the goods passes to the buyer, the buyer shall
hold the goods as the seller’s fiduciary agent, and shall keep the goods properly
stored, protected and insured. Until that time the buyer shall be entitled to
resell or use the goods in the ordinary course of business, but shall account
to the seller for the proceeds of sale or otherwise of the goods including insurance
proceeds, and shall keep all such proceeds separate from any moneys or properties
of the buyer and third parties. If the goods are processed or reshaped by the
buyer and if processing is done with goods that the seller has no property in,
the seller shall become co-owner of the goods.
The same shall apply if the seller’s goods are completely reshaped and mixed with
other goods. If third parties take up steps to pledge or otherwise dispose of
the goods, the buyer shall immediately notify the seller in order to enable the
seller to seek a court injunction in accordance with § 771 of the German Code
of Civil Procedure. If the buyer fails to do so in due time he will be held liable
for any damages caused. The seller shall on demand of the buyer release any part
of the collateral if the value of the collateral held in favour of the seller’s
decision to release those parts of the collateral suitable for him.
8 Warranties and exclusion
clauses
The buyer shall examine the goods as required by
German Law (§§ 377, 378 of the German Commercial Code) and in doing so check every
delivery in any respect.
Any claim by the buyer which is based on any defect in the quality or condition
of the goods or their failure to correspond with specifications shall be notified
in written form to the seller immediately or latest within 5 workdays from
the date of receipt.
The buyer is obliged
• to check the goods on delivery for completeness and damages; this applies especially
to the quantity of the goods and the quantity of the corresponding packages;
• to countersign the document of delivery;
• to note visible damages and missing parts on the document of delivery;
• on claiming, to return damaged or wrongly delivered goods together with the
original packaging;
• to immediately record all damages caused by the transport or the forwarder and
have them countersigned by the driver;
• to report non-obvious faults and defects which may occur only a period of time
later to the seller as soon as they have become apparent.
The seller warrants that all items delivered under this agreement will be free
from defects in material and workmanship, conform to applicable specifications,
and, to the extent that detailed designs have not been furnished by the buyer,
will be free from design defects and suitable for the purposes intended by the
buyer.
The seller shall not be liable for the normal process of wearing down during use
of the goods and goods being fit for a particular purpose unless otherwise agreed
upon, to which the buyer intends to put them. The above warranty is given by the
seller subject to the following conditions:
This warranty does not cover defects in or damage
to the products which are due to improper installation or maintenance, misuse,
neglect or any cause other than ordinary application. Any discharge from liability
will be void if a defect results from negligent or intentional breach of contract
on the part of the seller. The same applies if the seller may be held responsible
for the breach of any further essential contractual obligation.
The buyer is entitled to demand the delivery of any substitute goods, or repair
or a reduction of the purchase price as set forth with the terms of each individual
contract of sale.
Where any valid claim in respect of any goods which is based on any defect in
the quality or condition of the goods or their failure to meet specification is
notified to the seller in accordance with these conditions, the seller shall be
entitled at the seller’s sole discretion to either replace the goods free of charge
or repair the goods. If the seller is neither ready nor able to either repair
or replace the goods the buyer shall be entitled at the buyer’s sole discretion
to claim for a reduction of price or a cancellation of the contract.
9 Miscellaneous clauses
The seller reserves the right to improve or modify
any of the products without prior notice, provided that such improvement or modification
shall not affect the form and function of the product. This agreement supersedes
and invalidates all other commitments and warranties relating to the subject matter
hereof which may have been made by the parties either orally or in writing prior
to the date hereof, and which shall become null and void from the date of the
agreement is signed.
This agreement shall not be assigned or transferred by either party except with
written consent of the other. Each party shall be responsible for all ist legal,
accountancy or other costs and expenses incurred in the performance of ist obligation
hereunder.
10 Choice of law; Place
of jurisdiction
This agreement shall be governed by and construed
in accordance with German Law and each party agrees to submit to the jurisdiction
of the courts having jurisdiction for the seller.
11 Copyright
Any text or product images on this website may not
be reproduced and published without the prior expressed consent by TL Import-Export
Handels-GmbH.
12 Obligation of Secrecy
TL Import-Export Handels-GmbH is obliged that all
personal and company-related information such as names and addresses, telephone
numbers, e-mail addresses, bank account details, product specifications, sales
literature, quotations etc. shall be used only for the purpose of the business
transaction and shall be kept strictly confidential and must not be made available
to third parties.
Any effort made by TL Import-Export Handels-GmbH to establish a newsletter service
on a regular basis will have to be in accordance with the prior approval of its
business partners (opt-in).
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