General Terms and Conditions

General Terms and Conditions (GTC)

1. Validity of the General Terms and Conditions

The following terms and conditions of business and delivery apply to all delivery transactions of the seller. Deviating provisions, in particular the buyer's purchasing conditions, shall only become part of the contract if this has been expressly agreed in writing.

2. Order

Our offers are subject to change. Orders and verbal agreements are binding for us if and to the extent that we confirm them in writing.

3. Prices, invoicing, and payment

Invoicing is based on the prices valid on the date of shipment, which are ex works, excluding freight, postage, transport insurance, packaging, and sales tax. Our invoices are payable net within 30 days of the invoice date.

4. Delivery and acceptance

Agreed delivery dates refer to the date of dispatch of the goods. If the delivery period is exceeded through fault of the seller, the buyer may withdraw from the contract after expiry of a reasonable grace period to be set by him in writing, excluding further rights. Our delivery obligation shall be suspended as long as the buyer is in default with a due claim. Unforeseeable delays in delivery, delivery failures by our suppliers, traffic disruptions, official orders, and cases of force majeure shall release the affected party from the obligation to deliver or accept delivery for the duration of the disruption and to the extent of its effect. If this delays delivery or acceptance by more than 2 months, each of the parties shall be entitled, to the exclusion of further claims, to cancel the acceptance with regard to the affected delivery or quantity and to withdraw from the contract.

5. Packaging and shipping

All shipments travel at the buyer's risk. We shall choose the shipping method and route. We will endeavor to take the buyer's wishes into account; any additional costs incurred as a result shall be borne by the buyer.

6. Warranty and complaints

The buyer must check whether the delivered goods are of the contractually agreed quality and suitable for the intended purpose. If this inspection is not carried out, or is not carried out to the required extent, or if recognizable defects are not reported to us immediately, at the latest within 14 days of receipt of the goods, the goods shall be deemed to have been approved with regard to such defects. Non-recognizable defects shall be deemed to have been approved if they are not reported to us immediately after their discovery, at the latest, however, 6 months after delivery of the goods at the place of dispatch. Complaints must be made in writing, stating the order data, customer number, invoice number, and shipping number. Rejected goods may only be returned with our express consent. We will respond to properly submitted and justified complaints at our discretion, taking into account the interests of the buyer, by offering a price reduction, repair, replacement, or return of the goods against reimbursement of the purchase price. If we do not fulfill these obligations, the buyer may choose between the rights. Further claims by the buyer are excluded to the extent permitted by law; this applies in particular to compensation for damage that did not occur directly to the goods themselves. We reserve the right to deliver quantities that are up to ±10% more or less than the quantity ordered.We may make deviations or changes to the contractually agreed goods, provided that these do not impair the buyer's ability to use them.

7. Information and advice

Information about the processing and application possibilities of our products, technical advice, and other details are provided to the best of our knowledge, but are non-binding and exclude any liability.

8. Liability, withdrawal

The buyer may only claim damages or withdraw from the contract in the cases and to the extent expressly specified in these terms and conditions. Any further liability on our part—regardless of the legal basis, including for breaches of ancillary contractual obligations and tort—is excluded, unless we are liable without limitation due to intent or gross negligence in accordance with mandatory statutory provisions.

9. Retention of title

All deliveries are subject to retention of title. The delivered goods remain the property of the seller until the purchase price and all other claims of the seller against the buyer arising from the current business relationship have been paid in full (cash payment by check or bill of exchange until redemption). If the goods subject to retention of title are processed by the buyer, the processing shall be carried out by the seller, who shall then be deemed the manufacturer within the meaning of § 950 BGB (German Civil Code) and shall acquire ownership of the intermediate or final product. If the goods are processed with other goods not belonging to the buyer, the seller shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title delivered by him to the value of the third-party goods at the time of processing. The same applies to combinations or mixtures within the meaning of Sections 947, 948 BGB of goods subject to retention of title with third-party goods. If the goods subject to retention of title are incorporated by the buyer as an essential component into the property of a third party, the buyer hereby assigns to us any claims for remuneration against third parties arising from this. The buyer is entitled to sell the goods or the processed product in the ordinary course of business. He hereby assigns all his claims against the purchaser arising from the resale to the seller as security. The buyer is authorized and obliged to collect the claim as long as the seller does not revoke this authorization. The buyer's collection authorization shall expire without express declaration by the seller if the buyer suspends payments. The seller shall not make use of its collection authority as long as the buyer meets its payment obligations. The value of the goods subject to retention of title always refers to the price charged to the buyer by the seller (invoice price).

10. Incoterms for international transactions

In addition to these terms and conditions, the latest version of the “Incoterms” published by the International Chamber of Commerce in Paris shall apply to the execution of the order.

11. Applicable law and place of jurisdiction

All sales contracts are governed by the law applicable at the seller's headquarters. The place of jurisdiction is the seller's headquarters. Should any of the above clauses be or become invalid, the invalid provisions shall be replaced by provisions that come closest to the economic purpose of the contract while adequately safeguarding the interests of both parties.

Carbon Ceramic Materials GmbH - 15.12.2019