SALE, DELIVERY AND PAYMENT TERMS AND CONDITIONS business to business (B2B) of the Novocarbo GmbH
Novocarbo GmbH (hereinafter referred to as the ‘Supplier’) is a producer and trader of vegetable coals, carbonisates and other coal products that are used in various fields (agriculture, fertiliser sector, industry).
1. SCOPE, DEFINITIONS
(1) These General Terms and Conditions apply to all deliveries and services of the Supplier, unless otherwise agreed in writing individually or in these General Terms and Conditions. We object to the inclusion of general terms and conditions provided by a customer that conflict with our General Terms and Conditions.
(2) The product range of the Supplier is exclusively aimed at entrepreneurs within the meaning of section 310 para. 1 BGB (German Civil Code). Accordingly, these General Terms and Conditions apply only to entrepreneurs.
2. CONTRACT CONCLUSION
(1) The presentation of products in our online shop constitutes a non-binding invitation to order the goods via our online shop. It is not a binding offer on our part to conclude a purchase contract.
(2) A customer’s order is placed by means of the order/contact form provided on the website, by letter, fax or telephone. On the basis of the order, the Supplier prepares an offer, which constitutes a binding offer to conclude a purchase contract.
(3) A purchase contract for the ordered goods is only concluded when the customer has expressly declared acceptance of the offer.
3. PRODUCT AVAILABILITY & DELIVERY
(1) Unless otherwise stated in the declaration of acceptance, delivery ‘ex works’ is agreed upon. The Supplier is obliged to make the goods available to the customer at the Supplier’s registered office. The customer is obliged to organise the transport of the goods himself. The Supplier has performed his contractually owed service as soon as he has made the goods available to the customer for collection. The Supplier does not have to load the goods onto a means of transport, nor does he have to clear them for export.
(2) If the customer and the Supplier have agreed at the customer’s request that the goods shall be shipped to the customer, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the time of dispatch.
(3) Generally, we do not assume the risk of having to procure ordered goods. This also applies to orders for goods that are only described in terms of their type and characteristics. We are only obliged to deliver from our stock of goods and the goods ordered by us from our suppliers. If it is not possible for the Supplier to accept a customer’s offer, the Supplier shall inform the customer of this circumstance within 14 days.
(4) If, after acceptance of the customer’s offer by the Supplier, it turns out that a product is not available or not available in time, the supplier may withdraw from the contract. The Supplier is free to offer the customer a comparable product. The customer is not obliged to accept the offer of a comparable product. A contract is only concluded between the parties if the customer accepts the offer regarding the comparable product.
In the event of withdrawal, payments already rendered by the customer up to the withdrawal shall be returned by the Supplier within seven (7) days. For the repayment, the Supplier shall use the same means of payment that the customer used for the original payment, unless expressly agreed otherwise. In no case will the customer be charged a fee because of this repayment.
(5) Should the customer be in default of acceptance or culpably violate other obligations to cooperate, the Supplier is entitled to demand compensation for the damage incurred by him in this respect, including any additional expenses. Further rights or claims remain reserved.
Should the aforementioned conditions be met, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time at which the customer is in default of acceptance or obligor’s delay.
(6) The supplier is entitled to make reasonably partial deliveries.
4. RETENTION OF TITLE
The Supplier retains title to the goods until the purchase price has been paid in full.
5. PRICES AND SHIPPING FEES
(1) Unless otherwise stated, all prices in correspondence documents (offer, order, order confirmation, delivery documents, invoices, credit notes, informal emails, etc.) are exclusive of VAT.
(2) If the customer and the Supplier have agreed at the customer’s request that the goods shall be shipped to the customer, the customer shall bear the shipping costs.
6. PAYMENT TERMS
(1) The payment terms are described in the offer as well as the invoice of the Supplier.
(2) If the due date for payment is determined according to the calendar on the offer or invoice, the customer is already in default by missing the deadline. In the event of default, the Supplier shall be entitled to demand interest for the year in the amount of nine (9) percentage points above the respective base interest rate. The provider also reserves the right to prove and assert further claims for damages, section 288 para. 3, 4 BGB.
(3) The customer shall only have a right of set-off if the counterclaims have been legally established by a court, are undisputed or have been recognised in writing by the Supplier. This does not apply to claims that arise as a result of an intentional act/breach of duty by the Supplier.
(4) The customer may only exercise a right of retention insofar as the claims result from the same contractual relationship.
(1) The statutory warranty rights shall apply unless deviations are stipulated below.
(2) The Supplier accepts no liability for damage and defects resulting from improper use, operation or storage.
(3) The assertion of claims due to the defectiveness of the purchased item is only possible if the customer has properly fulfilled his obligation to inspect and give notice of defects in accordance with section 377 HGB (German Commercial Code). The provisions on the obligation to give notice of defects shall not apply if a defect was fraudulently concealed.
(4) Insofar as there is a defect in the purchased item which already existed at the time of the transfer of risk, the Supplier shall, subject to timely notification of defects, either rectify the defect or deliver replacement goods at its discretion. The Supplier shall always be given the opportunity to rectify the defect within a reasonable period of time. All expenses necessary for the purpose of subsequent performance shall be borne by the Supplier, provided that these are not increased by the fact that the purchased item was taken to a place other than the place of performance.
(5) A guarantee only exists if this has been expressly stated in the order confirmation for the respective item.
(6) Minor deviations with regard to colour, design and shape do not constitute a defect, provided that the delivered goods correspond to the ordered goods in terms of quality and price.
(7) The warranty period is one year from the provision of the goods in accordance with § 3 (1).
(1) The Provider shall be liable without limitation for intent and gross negligence, including intent or gross negligence on the part of its representatives or agents, and for culpable injury to life, limb or health.
(2) Apart from that, the supplier is only liable according to the Product Liability Act, in the case of culpable violation of essential contractual obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely or insofar as the supplier has fraudulently concealed the defect or has assumed a guarantee for the quality of the goods. In the event of a culpable breach of an essential contractual obligation, the amount of liability shall be limited to the damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected.
(3) A change in the burden of proof to the detriment of the customer is not associated with the above provision.
9. FINAL PROVISIONS
(1) Contracts between the Supplier and the customer shall be governed by German Law not including the United Nations Conventions on Contracts for the International Sale of Goods (CISG).
(2) In the event that one of the provisions of these General Terms and Conditions or other agreements concluded with the customer is invalid, the parties agree to replace the provision in question with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The other agreements between the Supplier and the customer shall remain valid.
(3) The place of jurisdiction for all legal disputes arising from the contractual relationship as well as relating to its origin and effectiveness is – as far as legally permissible – the country the Supplier is legally established in.
(4) Unless otherwise agreed, the place of performance shall be the registered office of the supplier.
(5) Any amendment or supplement to the contracts concluded between the Supplier and the customer must be in writing in order to be effective; this also applies to any amendment to this written form requirement.