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General Contract Conditions


Sales and shipping conditions


Art. 1 Validity

All current and future dealings with the PLANTE SPECIAL METALS company will be exclusively governed by the following General Contracting Conditions in their German version.

Any agreement complementary to the present conditions will require our written authorisation.

 

Art. 2 Offers

All offers will be made under no obligation whatsoever.

For an offer to be definitively accepted, written confirmation from the  PLANTE SPECIAL METALS company will be required.

 

Art. 3 Shipments

Additional expenses, such as transport, wrapping, customs duties and taxes will be subject to payment.

The contractor will be responsible for shipping costs, unless other arrangements are made at the time the order is confirmed. The  PLANTE SPECIAL METALS company will not insure merchandise against damages occurring during transport. The customer will take full responsibility for any possible damages occurring to the merchandise as of the time it leaves the company's warehouse.

The delivery terms will be determined to the best of our knowledge and ability. The  PLANTE SPECIAL METALS company will seek to comply with the established delivery periods. In general, the agreed delivery times will not be binding unless the  PLANTE SPECIAL METALS company expressly confirms the binding nature of the agreement.

The  PLANTE SPECIAL METALS company reserves the right to ship partial amounts.

The  PLANTE SPECIAL METALS company is not responsible for the delivery of any merchandise purchased in foreign countries.

Following the preliminary notification of the customer, the  PLANTE SPECIAL METALS company will be exempt from the shipment periods established if there is any interruption in the process, be it in the  PLANTE SPECIAL METALS company or any other company of fundamental importance for the production and transport of the products. In these cases, the shipment period will be extended as necessary. Furthermore, the customer will not be eligible for any indemnity.

In this regard, an interruption in the process will be considered as any event that results in an impedance that, objectively, can not be attributed to the  PLANTE SPECIAL METALS company, especially any shortage of raw materials or energy resources, lack of transport systems, actions taken by authorities, labour conflicts, wars and revolts as well as any significant damage to machinery, or damage due to water or fire, especially those considered force majeure.

The buyer is only entitled to indemnity for delay or the non-fulfilment of the shipment, regardless of the causes, according to the stipulations contained in Article 8. The company will be exempt from any responsibility according to Art. 278 of the German Civil Code.

 

Art. 4 Withheld property

The merchandise to be shipped, including its packing, will remain on the  PLANTE SPECIAL METALS company premises until the fulfilment of all contractual obligations between company and customer. In the event of pending invoices, the  PLANTE SPECIAL METALS company will consider the property withheld as collateral for pending collections.

If payment is made by cheque, its settlement date will be considered valid, not its date of issuance.

It will not be possible for any third party to undertake pledges or guaranteed transmission for withheld merchandise. In the event of pledging, embargo, or other actions made by a third party in violation of the  PLANTE SPECIAL METALS company's rights, the buyer will be obliged to expressly claim the aforementioned retained property, communicating this event to the  PLANTE SPECIAL METALS company in writing.

The  PLANTE SPECIAL METALS company will shape or mix the withheld property in its role as commercial agent in accordance with Art. 950 of the German Civil Code, without these standards being of an obligatory nature for the company.

According to the present clause, the material used for its eventual manipulation will also be considered property of the  PLANTE SPECIAL METALS company.

If the buyer uses the merchandise for the shaping or union of the material with other merchandise, the  PLANTE SPECIAL METALS company will acquire co-property rights over the new merchandise, using the calculation criteria of the invoice value of the withheld merchandise in relation to the invoice value of the non-withheld merchandise utilised in the shaping or union.

In the event that the  PLANTE SPECIAL METALS company loses property rights over certain merchandise through material shaping or union, the buyer must transfer to the  PLANTE SPECIAL METALS company that part of their own property rights over the new merchandise which corresponds to the invoice value of the withheld merchandise. The buyer will store the new merchandise at no cost to the  PLANTE SPECIAL METALS company. In other words, by virtue of the present paragraph, the co-property rights acquired in this manner correspond to the withheld merchandise.

The buyer will only be entitled to make a later sale or other disposal of the withheld merchandise if said sale forms part of a normal commercial transaction, as long as the customer does not fall behind in payments to the  PLANTE SPECIAL METALS company.

In accordance with the present document, the buyer relinquishes all claims to later sale, including possible guarantees for the purchase/sale value, to the  PLANTE SPECIAL METALS company. In the event that the merchandise is sold with other merchandise that is not property of the  PLANTE SPECIAL METALS company, this relinquishment of pretensions will be equal to the invoice value of the merchandise.

In the event that the buyer sells withheld merchandise that has been shaped with other merchandise which is not property of the  PLANTE SPECIAL METALS company, the cession will be equal to the proportion of the total value of the co-property of the sellers.

Merchandise withholding will only be considered contract cancellation when the  PLANTE SPECIAL METALS company confirms this situation expressly in writing, unless there exist legal conditions that stipulate otherwise.

The buyer will notify the  PLANTE SPECIAL METALS company immediately and in writing when third parties demand rights over the withheld merchandise or over the rights acquired by the  PLANTE SPECIAL METALS company.

 

Art. 5 Granting credit

The  PLANTE SPECIAL METALS company reserves the right to halt pending shipments when the buyer does not fulfil their payment obligation or when the  PLANTE SPECIAL METALS company determines that the amount of credit requested by the buyer to be excessive. In the event of late payments, interest will be charged. The interest rates will be calculated according to the respective bank interests and expenses charged to the  PLANTE SPECIAL METALS company.

 

Art. 6 Guarantees

The purchaser will make any claims related with damages, defects or lack of weight immediately and in co-operation with the transport companies.

Again, the  PLANTE SPECIAL METALS company will not insure its merchandise against damages due to transport.

The buyer will be responsible for checking to ensure that the merchandise has defects at the time of its delivery; that is, the buyer is to ensure that these defects have not come about due to improper usage, treatment or external factors.

This procedure will also be followed when the buyer or third parties make modifications, later manipulations, or repairs without the authorisation of the  PLANTE SPECIAL METALS company.

When part of a shipment is defective, the claim can not cover the entire shipment. The  PLANTE SPECIAL METALS company will only offer the possibility of applying a discount over the initial price, or sending new merchandise, but will not allow for the possibility of redhibitions or the payment of indemnities.

The possibility to require guarantees will be nullified if the buyer has manipulated or sold the merchandise after observing the defects or after the time in which the defects were to have been observed has expired.

The return of merchandise will be made with the express authorisation of the  PLANTE SPECIAL METALS company, under the responsibility and at the risk of the buyer to a site determined by the  PLANTE SPECIAL METALS company.

 

Art. 7 Payment method

All of the  PLANTE SPECIAL METALS company's invoices are to be settled eight days after their reception, without discount. Shipments made to and from foreign countries will require advance payment. If the payment period is passed all open invoices automatically become due, nullifying previously-agreed payment periods. The  PLANTE SPECIAL METALS company reserves the right to impose the payment of enforced collection and late fees, applying the usual bank interest rates. Payments will be considered late once the term due date is passed. Prior notification by the  PLANTE SPECIAL METALS company will not be required.

If the customer does not fulfil their payment obligations, the  PLANTE SPECIAL METALS company reserves the right to cancel pending shipment, as well as any existing contracts.

 

Art. 8 Indemnities

The buyer will not have the right to claim indemnities, no matter the legal justification (e.g. non-compliance, impossibility, contractual violations, non-compliance of contractual obligations, improper proceedings, unlawful proceedings, compensation between joint debtors, failed actions, defective performance of later corrections) unless the actions of the  PLANTE SPECIAL METALS company or its legal representative constitute a fraudulent act, or dangerous negligence that violates the pertinent legal stipulations.

 

Art. 9 Agreements

The agreements or statements not included in the conditions specified in the foregoing or even those that surpass the limitations described herein, will require written confirmation. When an order is admitted, the buyer will automatically accept all of the foregoing conditions.

 

Art. 10 Legal validity of the present General Contracting Conditions

If any of the agreements contained in this document were found to be legally invalid, or were partially or totally impractical, none of the remaining conditions would be thereby affected.

 

Art. 11 Jurisdiction

The courts of the city of Freiburg will be designated as the municipality in which to settle any disputes, including those having to do with promissory notes or bank cheques. Likewise, the  PLANTE SPECIAL METALS company reserves the right to take legal action against other contracting parties in their home jurisdictions.

 

PLANTE SPECIAL METALS

PLANTE SPECIAL METALS
Kleingasse 23 b
D-79206 Breisach
Germany
Tel.: +49-(0)7664-403830
Fax: +49-(0)7664-403831
mailto: info@plantespecialmetals.com
http://www.plantespecialmetals.com