1. a All orders require confirmation by the seller in writing. The purchase contract is only concluded with this confirmation. The content of the confirmation is exclusively applicable.
b Verbal agreements and agreements by phone or telegraph are only binding if they are subsequently confirmed in writing, unless in individual cases their binding nature is expressly agreed.
2. The place of performance for the delivery is the supplying plant.
3. a Delivery is free to the door unless otherwise agreed. In the event of collection by the purchaser, the calculated costs for transport are refunded. Any increase in freight costs due to subsequent change of the type of shipping, the shipping route, the place of destination, or similar circumstances that affect the freight costs must be borne by the purchaser.
Any freight cost savings resulting from a change in the place of destination or other circumstances are not refunded.
b The seller shall not insure the goods against transport damage.
At the purchaser's request, the seller can provide transport and war risk insurance at the cost of the purchaser.
4. The risk is transferred to the purchaser as soon as the goods are handed over to the party performing the transport or when they leave the seller's supplying plant for the purpose of shipping. In the event of collection of the goods by the purchaser, the risk is transferred to the purchaser when the seller has made the goods ready for collection by the purchaser and informed the purchaser of this.
5. a The goods must be inspected immediately on arrival at the place of destination and treated with the due diligence of a prudent businessman. The inspection obligation also applies if reference samples are supplied. If the inspection is not performed, the seller is not liable for defects of the goods.
b The nature and condition of the goods is assumed to be approved if a complaint is not sent within 10 working days of delivery to the purchaser at the place of destination. This period does not apply to concealed damage. In this event, Section 377 HGB (German Commercial Code) applies.
c If the delivery is defective, the purchaser's claims are initially limited to the right to demand subsequent performance. The seller can decide whether to comply with the right to subsequent performance by correcting the defect or delivering defect-free goods. If the subsequent performance fails, the purchaser retains the right at its discretion to either reduce the purchase price or withdraw from the contract. The right to demand compensation for a defective delivery according to Section 437 No. 3 BGB (German Civil Code) is excluded. This exclusion does not apply to compensation claims based on intentional or grossly negligent breach of duty by the seller, or to injury to the legal rights of life, limb and health.
6. a The seller is released from its performance obligations for the duration of a major disruption to operations for which it is not responsible. The seller resumes its performance obligations immediately after resolution of the disruption to operations.
b The seller shall inform the purchaser without delay of the start and end of a disruption to operations in accordance with subsection a).
c Subsections a) and b) apply correspondingly in all cases of force majeure.
7. The place of performance for payment is the registered office of the seller.
8. a The purchaser bears all costs for transferring the invoice amount to the seller.
b The seller assumes no liability for the event that bills of exchange, cheques or other papers submitted for payment are submitted promptly or protested. However, in dealing with such papers, the seller must exercise the due diligence of a prudent businessman.
c The purchaser bears the risk of transferring the invoice amount to the seller or the payment agent specified by the seller. The purchaser's obligation to pay the purchase price is cancelled on receipt of the amount by the seller, its payment agent, or on receipt on its bank or post office giro account.
9. a The goods delivered remain the property of the seller until full payment of the purchase price; or, in the case of payment by bills of exchange or cheques, until these are cashed. If the purchaser sells the goods supplied or products manufactured on the order of the seller in the normal course of business before expiry of the retention of title, the purchaser transfers to the seller in advance the accounts receivable from third parties that result from this, to the amount of the invoice value of the goods under retention of title, including VAT.
The revenue from transferred accounts receivable must be paid in full to the seller until all claims of the seller, on whatever legal grounds, are met.
On request by the seller, the purchaser is obliged to enter the transfers to its own purchasers separately in its accounts. The seller authorises the purchaser to collect the transferred accounts receivable in its own name until revocation of this authority. The revenue from the transferred accounts receivable must be paid to the amount of the seller's accounts receivable on which the resale or further processing are based.
b Processing or conversion of the goods by the purchaser shall be exclusively on our behalf. If the goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the invoice value of our goods subject to retention of title to the purchase price of the other processed goods at the time of processing. Furthermore, the same applies to the item produced by processing as to the goods subject to retention of title. If the goods are combined inseparably with other items, we obtain co-ownership of the new item and/or the overall quantity according to Sections 947, 948 BGB. The value applicable to the share of the combined items is determined according to the ratio of their purchase price, unless a third party who has also become a co-owner due to its agreed retention of title demands a different valuation. The seller holds sole or co-ownership in trust for us.
c If the parties agree in the context of a supply transaction that after payment of the purchase price (in cash or by cheque) a bill of exchange is issued with the inclusion of the seller (cheque or bill of exchange procedure), the aforementioned security rights of the seller only expire when the seller is released from all liability risks of the subsequent exchange business.
d The purchaser is obliged to immediately notify the seller of third-party access to the goods delivered under retention of title (e.g. seizure by other creditors).
e The seller undertakes on request by the purchaser to release the securities to which the seller is entitled insofar as these are temporarily no longer required to secure our receivables, in particular insofar as their value exceeds the value of our secured accounts receivable which have not yet been paid by more than 10%.
10. For all goods delivered, the seller has the right to the following dimensional deviations:
Machine paperboard in sheets: 1% of sheet width and length, and 1.5% for sheets under 50 cm.
Machine cardboard in reels: 5 mm in reel width, for reels under 10 cm wide, the deviation may not be more than 3 mm, 10 cm deviations greater or smaller in reel diameter, whereby 10% of the total delivery can be supplied in residual reels with smaller diameters.
11. For all deliveries, the seller has the right to a weight deviation of up to 5% underweight or overweight. The same percentage tolerance also applies to deviations in thickness.
If the tolerance is not permitted on one side, the seller has the right to a weight or thickness deviation on the other side of double the percentages stated above. The permitted deviation is calculated from the confirmed square-metre weight of the number of sheets or, if a maximum or minimum weight is prescribed, from the mean weight of the average of the total delivery.
12. If permitted (Section 11) weight deviations occur, the quantity actually delivered shall be charged for, however not more than permitted under Section 11.
13. The seller is not liable for minor deviations in material quality, material mixture, sizing, hardness, colour, surface, smoothness, purity and similar, minor calculation errors and selection defects. Solely the average deviation, and not individual sheets, packages or reels, is decisive for the evaluation of a delivery in case of a complaint, including complaints of deviations in quantity, dimensions and thickness. If individual sheets vary either upwards or downwards of at most double the permitted tolerance, or otherwise not more than 10% upwards or downwards of the average, this does not constitute a defect. The sheets that within this framework exceed the tolerance stated in Section 11 may not constitute more than 5% of the total quantity. Waviness of cardboard is not considered concealed damage.
In the case of custom manufacturing, the following excess or short delivery quantities are permitted:
20% for quantities up to 1,000 kg
15% for quantities over 1,000 kg up to 2,500 kg
7.5% for quantities over 2,500 kg up to 5,000 kg
5% for quantities over 5,000 kg
14. Opposing terms and conditions of the purchaser do not cancel the validity of these conditions, even if we do not expressly lodge an objection to them. Opposing terms and conditions only become valid if they do not contradict these conditions. Our terms and conditions of delivery and payment are considered accepted on acceptance of the shipment. Furthermore, the terms and conditions of business of the paperboard industry in the Federal Republic of Germany in the version dated 12.09.1951 apply.
15. The place of jurisdiction is Nordenham. The law of the Federal Republic of Germany exclusively applies.
16. Data processing
We are entitled to process and save customer data gained in the course of business with the customer in accordance with the German Federal Data Protection Act.
17. Should any provision of these terms and conditions of delivery be legally invalid, this shall not affect the effectiveness of the other terms. They remain valid even without the invalid terms.
Stadland-Rodenkirchen, May 2002