Terms and conditions
Terms and conditions
1. Validity of the conditions
All agreements and offers are based on our following terms and conditions. They are accepted by placing an order or delivery. We hereby object to any deviating terms and conditions of the contractual partner; terms and conditions to the contrary shall only be effective if they have been expressly confirmed by us in writing.
2. Conclusion and content of the contract
Our order confirmation or letter of confirmation shall be decisive for the content of the contract. Subsidiary agreements and supplements to the contract of any kind shall only become binding upon our express written confirmation. The content and interpretation of customary commercial clauses such as FOB, CIF, etc., which have become part of the contract in accordance with the aforementioned principles, shall be governed solely by the INCOTERMS2020 issued by the International Chamber of Commerce in the latest version valid at the time. The content of the INCOTERMS2020 shall to that extent become part of the contract.
Our offers are subject to change without notice. Orders for which fixed prices have not been expressly agreed shall be invoiced at the list prices valid on the day of delivery (daily price). The prices do not include value-added tax at the statutory rate applicable on the day of invoicing.
4. Delivery Time
The delivery time shall only be considered as approximately agreed. The delivery period shall start on the day of dispatch of the order confirmation and shall be deemed to have been observed if the goods have left the factory/warehouse by the end of the delivery period or, if the goods can be dispatched, if notification has been given that the goods are ready for dispatch. In the event of early delivery, the time of delivery and not the originally agreed time is decisive. Partial deliveries are possible. Correct and timely delivery to ourselves is conditional. The delivery time shall be extended – even within a delay in delivery – appropriately in the event of unforeseen obstacles which we could not avert despite reasonable care in the circumstances of the case – regardless of whether they occur at our premises or those of our sub-suppliers – e.g. operational disruptions, official intervention, power supply difficulties, delays in the delivery of essential raw materials and building materials. The same shall also apply in the event of strikes and lockouts. We shall inform the customer of such hindrances without delay. In the event of subsequent amendments to the contract which may affect the delivery period, the delivery period shall be extended appropriately, unless special agreements have been made in this respect.
5. Force Majeure and industrial action
If we are prevented from fulfilling our obligations due to the occurrence of unforeseeable extraordinary circumstances which we could not avert despite reasonable care in accordance with the circumstances of the case – regardless of whether they occurred at our premises or those of our subcontractors – e.g. operational disruptions, official intervention, delays in the delivery of essential raw materials and building materials, energy supply problems, the delivery period shall be extended by a reasonable period if the delivery or service does not become impossible. If delivery or performance becomes impossible due to the above-mentioned circumstances, we shall be released from the delivery obligation. If, in the above-mentioned cases, the delivery period is extended or we are released from the delivery obligation, any claims for damages and rights of rescission on the part of the customer derived from this shall lapse. If the above-mentioned circumstances occur at the customer’s premises, the same legal consequences shall also apply to his obligation to accept delivery. We can only invoke the circumstances mentioned here if we notify the customer immediately. If we fail to do so, the legal consequences in favour of us shall not arise.
6. Terms of payment
Our invoices are due immediately after receipt of the invoice without any deduction. In the event of default, interest shall be charged at a rate of at least 5% above the base rate in accordance with §1 of the Discount Rate Transition Act of 9 June 1998. For first-time orders we only deliver against cash on delivery or prepayment. The same shall apply as soon as we become aware of circumstances which give rise to doubts about the solvency of the customer. Bills of exchange are only accepted on account of performance without guarantee for protest and only after agreement and on condition of their discountability. Discount charges shall be calculated from the due date of the invoice amount.
7. Transfer of risk, dispatch and freight
a) Validity of INCOTERMS2020
If, according to clause 2 of these terms and conditions, customary trade terms such as FOB, CIF etc. become the subject of the contract, the transfer of risk, shipment, freight and transport insurance shall be governed exclusively by the content of the respective clauses. The content and interpretation of the clauses shall be determined solely by the INCOTERMS2020 issued by the International Chamber of Commerce in the latest version valid at the time, which shall become part of the contract to this extent.
b) If no customary clauses have become part of the contract, the following shall apply to the transfer of risk, shipment, freight and transport insurance:
If the goods are sent to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon their delivery to our shipping agent, at the latest, however, upon leaving the factory or the warehouse, irrespective of whether the goods are shipped from the place of performance and who bears the freight costs. If the goods are ready for dispatch and the dispatch or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for dispatch. Insurance will be taken out at the request and expense of the customer.
8. Retention of title
The delivered goods remain our property until all claims arising from our business relationship with the customer have been paid in full. The inclusion of individual claims in a current invoice, as well as the payment of the balance and its recognition does not affect the reservation of title. The customer is entitled to resell the goods subject to retention of title in the normal course of business; however, he is not permitted to pledge, transfer or assign them by way of security. The customer is obliged to secure our rights when reselling the reserved goods on credit. The customer hereby assigns to us the claims of the purchaser arising from the resale of the reserved goods; we accept this assignment. Irrespective of the assignment and the supplier’s right to collect, the customer is entitled to collect as long as he fulfils his obligations to us and does not suffer financial collapse. At our request, the customer shall provide us with the information required for collection regarding the assigned claims and inform the debtors of the assignment. The customer shall carry out any processing and treatment of the reserved goods on our behalf without any obligations arising for us from this. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new object in the ratio of the invoice value of the processed or combined, mixed or blended reserved goods. If the customer acquires sole ownership of the new item, the contracting parties agree that the customer shall grant us co-ownership of the new item in the ratio of the invoice value of the processed or combined, mixed or blended goods subject to retention of title and shall keep it in safe custody for us free of charge. If the reserved goods are resold together with other goods, whether without or after processing, combination, mixing or blending, the above-mentioned advance assignment shall only apply in the amount of the invoice value of the reserved goods which are resold together with the other goods. The customer shall inform us immediately of any enforcement measures by third parties against the reserved goods or the claims assigned in advance, handing over the documents necessary for an intervention. We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion at the request of the customer to the extent that their value exceeds the claims to be secured by 20% or more.
9. Warranty, liability and notification of defects
a) Warranty claims for material defects
If the delivery item is defective or if it lacks warranted characteristics or if it becomes defective within the warranty period, we must supply a replacement, excluding any further warranty claims by the customer. The discovery of such defects must be reported to us in writing without delay – in the case of recognisable defects, however, within 10 days of acceptance at the latest, in the case of defects that are not recognisable, immediately after they have become recognisable. The warranty obligation begins with the delivery of the goods to the customer; however, it ends at the latest 6 months after the goods have left our factory/warehouse. If we allow a reasonable period of grace granted to us to elapse without having provided a replacement, the customer has the right to withdraw from the contract to the exclusion of all other claims. We shall be liable for replacement deliveries to the same extent as for the original delivery item; the warranty period shall start anew for replacement deliveries.
b) Other claims for damages
We shall be liable for damages resulting from our intentional or grossly negligent conduct or that of our executive employees. Claims for damages arising from impossibility of performance, from delay, from positive violation of claims, from culpa in contrahendo and from tort are excluded. In these cases, the customer shall have the right to withdraw from the contract to the exclusion of all other claims – including those from lit. a.
c) Right to refuse performance, retention and offsetting
If counterclaims of the supplier are acknowledged by us or if these have been established by a court of law, the customer may offset his counterclaims against our claims or refuse or withhold his performance. If the cases of recognition of counterclaims by us or their judicial determination are not present, the customer may not refuse or withhold his performance or offset it against his counterclaims.
10. Place of fulfilment and jurisdiction
The place of fulfilment for our deliveries is the location of the factory/warehouse from which the delivery is made. The place of fulfilment for all other obligations arising from the contractual relationship, in particular for the customer’s payment obligation, is Fürth, Bavaria, Germany. The place of jurisdiction for all legal disputes arising from the contractual relationship as well as for its creation and effectiveness is Fürth, Bavaria, Germany, or, at our discretion, the location of the customer’s registered office. The contractual relationship is subject to the law of the Federal Republic of Germany.
Get in contact with us
VOPELIUS CHEMIE AG
Production & Sales
Torgauer Straße 76d
Phone: +49 (0)341 926 550 0
Fax: +49 (0)341 926 550 60
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