1. The following terms are valid for all business relationships with our customers including consultation services, so far as there is no varying agreement. Framework agreements or distributionship agreements shall prevail unless otherwise explicitly agreed between the parties.
2. Any business terms set out in a contract with third parties who contradict those set out herein are not binding upon us, even if we have not expressly stated this.
II. Offer, Business Deals
1. If and when Humintech GmbH makes an offer unlimited by time all parts of any such offer are subject to alteration and not binding, unless expressly otherwise agreed. Such an offer by Humintech GmbH does not on itself constitute a binding offer.
2. Delivery contracts become binding through our written confirmation of the order or through execution of the order.
III. Freight and Prices
1. Our published prices are as at the place of manufacture and exclude delivery costs. All prices quoted are in EURO currency and do not include applicable sales tax. Upon customer request transport can be arranged by us as an outside service at the cost and risk of the buyer.
2. Our products are delivered only in the original packaging stated in the price list.
3. Any return of goods and packaging can only take place after prior written consent has been granted; otherwise delivery of returns will be refused. A refund will be issued in accordance with the quality and the condition of the returned goods.
4. Should prices increase subsequent to the conclusion of a contract, the buyer is entitled within 10 days after notification of said price increase, to cancel the order. This right does not include price increases that result from an increase in freight tariffs.
IV. Delivery Periods
Unless expressly agreed upon as binding, all quoted delivery periods are to be understood as only approximate, unbinding dates.
V. Force Majeure
1. In cases of force majeure, in particular strike, lockout, war, raw material and energy shortages, disruptions in factory and in transport, for which we are not responsible, as well as obstructing government orders, the obligations of the contracting parties are suspended for the duration of the disruption and to the extent of their effect, and also in so far as they make the implementation of the business affected for the foreseeable future not economically viable. This is also the case when one of the circumstances of force majeure stated above affects our suppliers and an alternative delivery method does not exist or is available only under unreasonable conditions.
2. Should the resulting delays exceed a period of six weeks, then both contracting parties are entitled to withdraw from the contract with regard to the extent of obligation in question.
3. No compensation will be given to customers in cases of force majeure.
VI. Consultation and Legal Regulations
1. Technical support is given by us to the best of our knowledge based on the state of our experience and knowledge.
2. The buyer is responsible for compliance with the legal and official regulations pertaining to import, taxation, storing, transport and sale of our goods.
VII. Terms of Delivery
1. All deliveries are always processed and shipped at the recipient’s cost and risk . Distribution and packaging are carried out according to our best judgement. The buyer also carries the transport risks in case of freight-free, FOB- and CFR-deliveries (Incoterms 2010), especially in case of flood.
2. Risk is transferred to the buyer as soon as the goods have been handed over to the haulier or have left our factory or warehouse.
3. Complaints concerning transport damage should be solely directed to the haulier by the buyer within the special deadlines prevailing.
4. Transport insurance is made only upon request and at the expense of the buyer. The quantities, weight and number of items declared at the departure station determine the extent of insurance.
1. The buyer is to examine the delivered goods – including so far as reasonable a practical trial use – immediately upon receipt with regard to defects, incorrect goods and quantities.
2. Complaints regarding VIII.1. must be in writing and raised within 5 days after receipt of the goods or in the case of hidden defects within 5 days after detection of such hidden defect.
3. If inspections are not conducted by buyer according to the prescribed intervals in VIII.1. and VIII.2. of this contract, the regulations of § 377 para. 5 Handelsgesetzbuch (German Commercial Code) apply and buyer looses its warranty rights.
4. The guarantee period is within 6 months from delivery.
5. In the case of warranty claims, we will in the first instance, according to our discretion, deliver any missing items, provide a replacement or repair the goods, as appropriate. Should repair or replacement be impossible from the outset or prove to be impossible after several attempts to rectify the problem or be unreasonably delayed, the buyer can demand a price reduction. The buyer can request that the contract be cancelled if a settlement is not reached between the contracting parties on the price reduction. The regulations of the German Civil Code apply.
6. Our liability is limited to the statutory warranty according to the regulations of the German Civil Code. Any further liability of us beyond any warranty is expressly excluded.
1. Except if due to the negligence of us or arises by virtue of a breach by us of or obligations under this contract, the buyer hereby agrees to indemnify and keep us, our affiliates and their personnel and shareholders, indemnified on our demand from any and all liabilities, losses, suits, claims, demands, damages, costs, fines and actions of any kind or nature whatsoever, which any of them shall or may become liable for or suffer as a result of or arising from the acts, errors, or omissions of the buyer or its personnel in connection with this contract and including without limitation any losses or expenses arising out of any third party demand (including any claim alleging infringement of third party rights) or any misrepresentation, negligence, fraud, wilful misconduct, breach of contract, breach of statutory duty by the buyer or its personnel.
2. Nothing in this clause IX.1 or otherwise in this contract shall exclude or in any way limit our liability to the buyer or any other person for (i) fraud, (ii) death or personal injury caused by its negligence product liability or (iv) any liability to the extent the same may not be excluded or limited as a matter of law.
3. We shall have no liability to the buyer, and the buyer shall have no right or remedy against us, for any delay by us in performing or complying with, or any failure by us to perform or comply with any obligation under or term of this contract to the extent that such delay or failure is attributable to any act or omission of or by the buyer or any of its personnel (including without limitation any breach by the buyer of any obligation under or term of this contact).
X. Terms of Payment
1. Unless expressly otherwise agreed by us, we may require advanced cash payment from Buyer, in whole or in part. We are entitled to change our payment terms at any time. All payments shall be made by wire transfer. Payments by the Buyer shall be effected through the Buyer′s bank to our bank for the account of the Buyer. All banking charges for payments made to us shall be borne by the Buyer. We will send the required bank account information upon request. Any payment is to be made in EURO.
2. An agreed discount can only be granted if all former due invoices have been settled and the buyer settles the amount of the current invoice in full.
3. If payment deadlines are not met, interest rates of 8 percentage points above the prevailing discount rate of the European Central Bank will be charged, provided that we does not establish proof of higher damage resulting from default of payment or the buyer lower damage.
4. Rights of setting off and of retention can only be exercised by the seller if his counterclaims are ascertained as legally valid or are undisputed.
XI. Reservation of Proprietary Rights
1. Delivered goods remain the property of Humintech GmbH until complete payment of all our claims against the buyer is made.
2. The buyer may use the goods which remain the property of Humintech GmbH under this section only in the ordinary course of business, as long as he fulfils his obligations resulting from our business relationship in a timely fashion.
3. The buyer transfers to us all third party claims resulting from the sale of goods in which we have a legal interest, to the extent of our property share in the sold goods for security. The buyer is entitled to demand the release of securities if the value to be realized exceeds the value of the claim to be secured by 20%. The buyer is entitled to enforce his claim against third parties, as long as he fulfils his obligations to Humintech GmbH properly. If requested to do so, the buyer is under an obligation to provide the addresses of his customers and the amount of the claims with copies of the invoice.
XII. Place of Performance, Court of Jurisdiction, Applicable Law, Severability
1. The place where all the rights and duties ensuing from the contractual relationship are to be fulfilled is Grevenbroich.
2. Any dispute, controversy or claim arising out of or in relation to this agreement, including the validity, invalidity, breach or termination thereof, shall be exclusively settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The seat of the arbitration shall be in Frankfurt. The arbitral proceedings shall be conducted in English.
3. The law of the Federal Republic of Germany is to be applied.
4. Should any part of this contract be or become invalid or infeasible in part or in whole, this shall not affect the effectiveness of the remaining provisions. In such case the contracting parties shall cooperate to find a provision the economic result of which shall correspond to the invalid or unfeasible provision.
XIII. Data Protection
The Buyer agrees that data concerning his person and details important to the contractual relationship may be stored , changed and/or deleted by us, and if need be, transmitted to a third party insofar as the interest of the Buyer is not blatantly violated by doing so.
IX. Changes to the Contract
1. Changes and amendments to this contract have to be made in writing to be effective, whereas the text form pursuant to section 126 b BGB shall be excluded. This will also include waiver of formal requirements.
2. The contract language is English.
Am P?senberg 9-13
Tel.: 02181-70 676-0
Fax: 02181-70 676-22
M?nchengladbach HRB 15864