Unless otherwise separately agreed in individual contracts, handling, packaging and freight will be charged in accordance with the freight table as may be amended from time to time.

 

Delivery and Shipping

All shipments are made ex works and at the buyer's risk, unless otherwise agreed in writing. The risk passes on the handover of the goods for dispatch.

We are entitled to effect deliveries in installments.

 

Delivery and Shipping

Force majeure of any kind, unforeseeable interruptions of operations, of traffic or in dispatching shipments, war, terrorist acts, damage caused by fire, floods, unforeseeable shortages of labor, of energy, of raw materials or supplies, strikes, lockouts, orders by the authorities or other impediments for which the party obliged to perform is not responsible and which reduce, delay, prevent or render unacceptable the procurement from our suppliers, the manufacture, dispatch, taking delivery or consumption release the contracting parties for the duration and on the scale of the interruption from their obligation to deliver or take delivery.

 

If the period for delivery and/or taking delivery is exceeded by more than eight weeks as a result of the interruption, both parties will be entitled to rescind the contract.

 

In the event of total or partial loss of the seller's sources of supply, the seller will not be obliged to purchase goods from other sources to replace those to which the contract relates. In this case the seller is entitled to allocate the available quantities of goods taking into account its own requirements.

 

Terms of Payment

The invoice is issued after dispatch of the goods. Unless otherwise separately stipulated in individual contracts, customers within Germany must make payment within 14 days of receipt of the invoice without any deduction, and export customers must pay in advance upon placing the order. If checks or bills are accepted, this will be done on account of performance only. The buyer must immediately reimburse us for discount and collection charges.Apart from that seller and buyer pay their respective banking charges.

 

If the buyer exceeds the term for payment, it will default without any reminder being required. We charge for damages caused by default equivalent to the costs for bank loans at the time of the delivery, but at least amounting to 8 percentage points above the then applicable basic interest rate (Section 247 of the German Civil Code [BGB]). Assertion of claims for more extensive damage caused by default remains reserved.

 

Acceptance of payments on account or of part payments is not considered to be a deferment of any balance of the debt due.

 

Against our claims the buyer may make an offset or assert a right of retention not based on the same contractual relationship only if its claim has been recognized by a final and absolute court finding or is uncontested.

 

Buyer's default and inability to pay its Debts

If the buyer defaults in payment, we shall not be obliged to effect any further delivery under any contract until the invoice amounts due including default interest have been settled.

 

If the buyer fails to pay within the periods allowed for payment or circumstances have occurred from which can be inferred, in interpreting criteria customary in banking, a substantial deterioration of the buyer's financial circumstances and/or its creditworthiness, we shall be entitled when an reasonable extension of time has elapsed to demand immediate payment for deliveries carried out and, at our option, cash in advance or cash on delivery for future deliveries. Alternatively, we may also demand provision of securities customary in banking. In the cases mentioned in sentence 2 above all of our other claims against the buyer will fall due immediately and any deferral agreements will become irrelevant. Payments made by the buyer must be offset against the earliest claim not based on any judicially enforceable instrument, irrespective of any redemption terms.

 

We shall be entitled to rescind the concluded supply contracts or claim damages in lieu of performance if the buyer has not made the payment within 10 days of receipt of a justified reminder or a reminder is not required for the reasons mentioned in Section 286 paragraph 2 no. 3 and 4 of the Civil Code.

 

Warranty and Notification of defects

Warranty claims of the buyer presuppose that the buyer has duly performed its obligations owed under Section 377 of the German Commercial Code (HGB) to carry out an inspection and to notify defects.

 

Claims based on defects become barred by limitation 12 months after the goods have been delivered to the buyer. This does not apply to any intentional breach of duty and/or to claims for damages.

Should, despite exercising due care, the delivered goods have a defect that was already present at the time of the passing of the risk, we shall, at our option, remedy the defect or deliver substitute goods, subject to a timely notice of defects. We must always be given the opportunity to perform subsequent remedial measures within a reasonable period. If the subsequent remedial measures fail, the buyer may rescind the contract or reduce the remuneration, notwithstanding any claims for damages. No warranty claims exist in the case of natural wear or tear or in the case of damage caused after the passing of the risk as a result of faulty or negligent treatment, unsuitable storage, mishandling or exceptional external influences which are not assumed under the contract.

 

Exclusions and Limitations of Liability

Our liability for all contractual and non-contractual rights and claims arising out or and in connection with this contract is limited as follows, unless otherwise provided for above:

 

In the following cases we have unlimited liability in accordance with the statutory provisions:

  1. for damage resulting from injury to life, the body or health that is caused by an intentional or negligent breach of duty by us, our legal representatives or our "Erfüllungsgehilfen" (persons employed in performing a contractual obligation for whom the principal is vicariously liable)
  2. for other damage caused by an intentional or grossly negligent breach of duty by us, our legal representatives or our "Erfüllungsgehilfen"
  3. if a defect was fraudulently concealed or a guarantee was given for the quality of the thing
  4. for damage claims arising from the German Product Liability Act (Produkthaftungsgesetz)

In all other cases we shall be liable in the event of slight negligence by us, our managerial employees and our "Erfüllungsgehilfen" only if damage is caused by an infringement of fundamental contractual duties (obligations the performance of which is only made possible by the proper implementation of the contract and which the buyer generally trusts or may trust will be complied with); this liability is limited to the typical damage that was foreseeable to us upon conclusion of the contract.

Otherwise, our liability is excluded.

 

Returns

Purchased goods which are free of defects may not be returned or exchanged in the absence of any special stipulation. The buyer's rights under our warranty are not limited thereby.

 

Handling permit

Under Section 7 of the German Radiation Protection Ordinance (Strahlenschutzverordnung) of 20 July 2001 (BGBl. IS 1714/1846) handling radioactive substances requires a permit. For this reason we may deliver such substances only to persons in possession of a valid handling permit. We require a copy of your permit with the first order. The buyer is obliged to inform us of any changes (e.g. to activities, time limit, address).

 

Reservation of Title

We retain title to the goods delivered by us until all our claims have been paid in full. The buyer is obliged to treat the reserved goods carefully and may neither pledge nor assign these by way of security. The buyer is entitled to resell these only in the ordinary course of business.

 

In case the buyer should resell the reserved goods, it herewith already assigns to us the claims arising from the resale of the reserved goods (including all ancillary rights and securities) in the amount of the final invoice amount (including turnover tax) agreed on with us in order to secure the performance of all the obligations arising from the business relationship. We herewith accept this assignment.

 

At the buyer's request we are obliged to retransfer to it our title to the reserved goods and the claims assigned to us to the extent that their value exceeds the total value of the claims to which we are entitled against the buyer by more than 10%.

 

We are entitled to take back the purchased item if we have validly rescinded the contract.

 

Goods loaned to buyer

The goods which we have loaned to the buyer or permitted the buyer to use otherwise must be treated carefully. The buyer is liable for any damage and losses.

 

Place of Performance

Hamburg is the place of performance for deliveries and payments.

 

Jurisdiction, Application of German Law

For both parties the courts of Hamburg have jurisdiction over all legal disputes arising from this business relationship including proceedings based on bills of exchange and documentary evidence if the buyer is a merchant, a public law entity or a public law special fund or the buyer has its residence or principal place of business outside the Federal Republic of Germany or, after the conclusion of the contract, has relocated its residence or habitual abode to a place outside the Federal Republic of Germany or its residence or habitual abode is not known at the time when the action is brought. However, we are entitled to bring an action against the buyer at any other legal place of jurisdiction as well.

 

The contract is exclusively governed by the law applicable to German merchants, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

 

Miscellaneous

Should one or more provisions of this contract be or become invalid or contain a gap, the other provisions will not be affected thereby. The invalid provision must be replaced by a legally admissible provision that is economically closest to the intended provision. The same applies to any gap in the provisions of the contract.

 

Amendments and supplements, particularly to this clause, must be made in writing.

 

Freight Charges

Effective from 01.01.2012; costs per delivery initiated by the buyer Shipments within Germany

  • lump sum share of freight and packaging costs amounting to EUR 19.40
  • For early morning deliveries the share of freight and packaging charges amounts to EUR 36.50
  • For shipments dispatched in dry ice an additional charge of EUR 38.50 applies
  • Saturday deliveries and extra tours at the buyer's request are subject to an additional freight charge depending on the expense involved
  • Retrieval of goods owing to a wrong order by the buyer is subject to a charge of EUR 40.00

 

Export shipments

  • The freight charges will be calculated and invoiced on the basis of each individual shipment
  • Airfreight is subject to a flat air cargo security charge of EUR 9.00
  • If not delivered "Ex Works" (Incoterms 2010) Airfreight is subject to an additional flat handling and packaging charge of EUR 48.00