General Terms and Conditions
These conditions of supply and terms of payment are exclusive. Modifications are only effective if they are acknowledged in writing by Wako Chemicals GmbH.
Inconsistent terms of business of the buyer are not valid, even if Wako Chemicals GmbH has expressly rejected the terms of the buyer.
An order placed with Wako Chemicals GmbH is legally binding in respect of contents and volume only after confirmation of such order by Wako Chemicals GmbH.
In case of force or other unforeseen circumstances which render substantially difficult or render impossible supplies by Wako Chemicals GmbH or its original suppliers, Wako Chemicals GmbH has the right of cancellation. In such event claims for damages by the buyer are excluded. lf circumstances of the aforementioned nature contribute to a substantial increase of cost for Wako Chemicals GmbH, Wako Chemicals GmbH may increase prices accordingly, and where the buyer rejects these price increases cancel the contract.
- The contracting parties undertake to treat as busyness secrets all non obvious commercial and technical details which become known to them through the busyness relationship.
- The time quoted for delivery is not binding. Where a definite time for delivery is expressly fixed, this time for delivery will be reasonably extended on the occurrence of unforeseen events which delay deliveries by Wako Chemicals GmbH or its suppliers. The buyer has the right of cancellation of the contract three month after expiry of the time for delivery.
Claims by the buyer for damages arising from delayed delivery are excluded in all cases.
lf Wako Chemicals GmbH is making dispatch of goods Wako Chemicals GmbH has the choice of the means of transport and of route over which the goods are transported, without any liability on the part of Wako Chemicals GmbH.
Part-deliveries are permitted and shall be paid for as separate deliveries.
- Terms of payment will be separately agreed.
Where customs duties, freight rates, insurance premiums or other ancillary costs are included in the agreed price for a supply, the buyer shall bear any increase which results after the date of the making of this contract in the charges or rates in force at such date, in respect of such costs.
Where prices to be paid to Wako Chemicals GmbH have been agreed in other than Euro currency Wako Chemicals GmbH is entitled, where the exchange rate against the Euro being officially altered after the conclusion of the contract, either to claim the differences in value from the buyer or to rescind the contract without hereby being liable to pay damages to the buyer.
In the event of late payment by the purchaser, interest will be charged at a rate of 5% above the currently prevailing basic interest rate.
A breach of the obligation by the buyer to make payment or the occurrence of circumstances which could reduce the creditworthiness of the buyer, will entitle Wako Chemicals GmbH to effect deliveries not yet executed only against advance payment or lodging of security. Wako Chemicals GmbH shall give notice to the buyer of its intention to exercise such right by registered letter fixing a time limit. On expiry of the time limit without the conditions of the notice having been met Wako Chemicals GmbH shall be entitled to cancel the contract or to claim damages for non-performance.
The retention of payments or reconciliation against counter-claims of the purchaser for reasons not acknowledged by Wako Chemicals GmbH or not established in law is not permitted.
IV. Reservation of ownership
- Wako Chemicals GmbH reserves the right of ownership in the goods until full payment of all claims including all ancillary costs resulting from the busyness relation. On delay in payment by the buyer, Wako Chemicals GmbH can avail itself of the right to claim restitution based on the reservation of ownership without fixing a time limit or submitting a declaration of cancellation.
The buyer is authorized to sell the goods in the regular course of busyness on conditions that he assigns to Wako Chemicals GmbH at the time all claims resulting from the resale. Wako Chemicals GmbH hereby accepts such assignment. However, the buyer is authorized to collect these claims on behalf of Wako Chemicals GmbH so long as he meets his obligations to pay according to this contract. Such right of sale is excluded where the buyer has ceased payment of his depts.
The buyer may neither pledge goods which are under reservation of ownership nor assign them to a third party as security nor charge them with other rights of third parties.
lf the products supplied by Wako Chemicals GmbH are combined or mixed with other products to one homogeneous thing, the other thing is to be regarded as main thing. The buyer is obliged to transfer proportional joint ownership to Wako Chemicals GmbH as far as the thing belongs to him.
- The purchaser is obliged to check the goods delivered for damage immediately on delivery, and notify Wako Chemicals GmbH immediately in writing of any faults or damage (and at the latest within two working days of delivery). Any faults or damage notified later, i.e. not within the time limit specified above, will not be acknowledged by Wako Chemicals GmbH and will be excluded from the guarantee. In case of acceptance in the presence of a representative of Wako Chemicals GmbH, the goods are deemed to have been approved if no complaint is made at the time of acceptance.
The existence of a properly notified fault that has been established as such confers the following rights on the purchaser:
In the event of an acknowledged fault, the purchaser first has the right to require rectification from Wako Chemicals GmbH. Wako Chemicals GmbH may then decide, at its own discretion, either to make a new delivery of replacement goods or rectify the fault. In the event of a failed attempt at rectification, the purchaser also has the right, this time at his discretion, to require another attempt at rectification. Only if the repeated attempt at rectification fails does the purchaser have the right either to withdraw from the contract or require a reduction in the price.
The purchaser may claim compensation for damages or reimbursement of costs only in cases of gross negligence or deliberate infringement of the obligation to deliver fault-free goods. He must substantiate the reasons for and amount of any damage sustained. The same applies for the reimbursement of any costs incurred.
The guarantee period for new and used goods is one year from the date of delivery. In all cases the purchaser must prove that any faults existed at the time of delivery.
Irrespective of the guarantee conditions or other stipulations contained in these conditions, the following applies in the event of infringement of obligations by Wako Chemicals GmbH:
The purchaser must grant Wako Chemicals GmbH an appropriate amount of time to rectify the infringement, which may not be less than three weeks. Only if this period elapses without successful rectification having been made may the purchaser withdraw from the contract and/or claim compensation for damages.
The purchaser may only claim compensation for damages in cases of gross negligence or deliberate infringement of obligations by Wako Chemicals GmbH. Such compensation instead of performance (for non-fulfilment. § 280 Para. 3 in conjunction with §282 BGB) and damages caused by delays (§280 Para. 2 in conjunction with §286 BGB) is restricted to the negative interest, compensation for damages due to non-fulfilment or non-fulfilment in the form agreed (§282 BGB) is restricted to the amount of the purchase price. Compensation for damages instead of performance to the exclusion of the performance obligation (impossibility) is excluded.
If he purchaser is solely or primarily responsible for the circumstances which would entitle him to withdraw from the contract, or if the circumstances entitling the purchaser to withdraw from the contract occurred during delayed acceptance on the part of the purchaser, the purchaser may not withdraw from the contract.
VI. Place of performance, place of jurisdiction
- The contract is subject exclusively to the law of the Federal Republic of Germany, and to the exclusion of the United Nations Agreement on Contracts for the International Sale of Goods of 11th April 1980 (the so-called CISG).
Invalidity at law of particular terms shall not invalidate the remainder of these terms.