Terms of Sale
The following conditions apply to all offers, sales and deliveries. When placing an order, the buyer fully agrees to all these terms and conditions. Any discrepancies from these conditions need to be stipulated separately and need to be confirmed by Fritz Kohl GmbH & Co.KG in writing. In all events, contract formations and special agreements made by representatives of the supplier, need to be confirmed in writing and are always subject to prior sale. All offers are subject to change without further notice.
Our standard delivery term is ex works unless otherwise expressly agreed.
Orders are not legally binding before having been confirmed by the supplier in writing. The supplier will be released from his obligation to supply the material within the period stipulated, in case of confirmed orders as well, if the execution of the order should become impossible owing to circumstances beyond
our control, especially in case of an official injunction etc.
Terms of Payment
Our standard payment terms are 30 days from date of invoice, net without discount. In case of the buyer´s default with other outstanding invoices, the purchasing price becomes due immediately. The same applies if the buyer’s credit standing is known to be insecure due to bankruptcy, court or out-ofcourt settlements, protests of bills of exchange, legal claims etc.
Cash discount: a cash discount of 2% will be granted for payment within 14 days.
Bills of exchange and checks: If the buyer wishes to pay by bills of exchange, a special agreement is needed. Bills of exchange and checks are only accepted on condition that they are honoured. The buyer has to refund the discount charges in cash. The supplier does not take over any liability to supply protest for bills of exchange and checks drawn on third parties or companies abroad.
The buyer has to bear all costs and risks for the shipment. The seller is not to be held responsible for on-time shipment or on-time arrival of goods which are yet to be loaded or are still in transport.
The delivery period starts at the time the order is placed and confirmed. Without contrary agreement, the agreed delivery period is only approximate and is subject to unforeseen events such as force majeure, delays in transport and breakdowns. In case of delays in delivery, claims for damages are excluded.
Claims for damages referring to quantity, dimensions, thickness and quality of the consignment can only be considered within 8 days after receipt of the merchandise. In case complaints are justified and accepted, the supplier reserves the right to either replace the merchandise delivered or to issue a credit note at his own option.
In case the buyer has inspected the merchandise in person, these are considered to be accepted in terms of quantity and quality.
In case the buyer provides samples or if the choice of the merchandise is left to the supplier, the buyer agrees to the quality of the merchandise supplied.
Retention of Title
The merchandise supplied shall remain the sole property of the supplier until all outstanding debts resulting from the business relation, especially those from a potential current account balance, have been paid in full. The buyer is obliged to insure the merchandise against fire.
The buyer is not entitled to put the merchandise in pledge or to transfer the title for the purpose of securing debts. The seller shall be notified of distraints on the part of other creditors immediately. In case of default, the supplier can claim the return of the merchandise without withdrawing from the contract.
The buyer is only entitled to resell the merchandise in the course of proper and correct business operations, no matter whether the merchandise is unprocessed, processed or jointed. In case the merchandise is resold by the buyer, the claims to the sales proceeds from the resale shall be assigned to the supplier preventively. At the supplier’s request, the buyer has to inform the seller about the names of third party debtors and the amount of the claims.
As the supplier’s authorized representative, the buyer is only authorized to collect the claims assigned, as long as he duly meets his obligations. The sales proceeds collected shall be transferred to the supplier immediately. Insofar as this is not effected, the sales proceeds remain the supplier’s property and shall be kept separately.
In case the buyer processes the merchandise, the retention of title also extends to the processed merchandise, proportionally to the invoice amount. In case the merchandise is processed or combined with extraneous material, the seller proportionally acquires the title of the new product according to §§947, 948 BGB (German Civil Code).
Transfer of Risk
The merchandise is stored for the buyer’s account and at the buyer’s risk as of the date of sale. As of the date of sale, the seller cannot be held liable for any losses, decrease in value or damage caused by fire, theft, weather conditions, natural disasters, effects of war etc. which affect the merchandise sold
and specified to the buyer.
Place of performance and jurisdiction
Place of jurisdiction for all disputes arising from the contractual relationship is Würzburg, Germany, provided that the contractual partner is a merchant or legal entity according to public law.
Apart from that, Würzburg, Germany is agreed to be place of jurisdiction for non-merchants as well, in case of claims asserted by way of court collection proceedings. This also applies to actions on bills of exchange and checks, place of performance, delivery and payment.
The agreement shall be governed by and construed in accordance with the law of the Federal Republic of Germany.
If the seller is given unfavourable information about the buyer’s financial situation – this also applies in case the financial situation was the same when the purchase deal was closed – the seller is entitled to withdraw from the contract or demand cash in advance irrespective of the stipulated payment terms,
if the merchandise has not yet been delivered. If the merchandise has been delivered but not paid yet, the seller is entitled to demand return of the merchandise or payment in cash.
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