General Terms and Conditions of Peter H. Urdahl GmbH
(This English language version of the German terms and conditions is for information only and is non-binding. Only the German language version is legally binding)
1. Scope of validity
(1) These terms and conditions apply exclusively to organisations acting as enterprises, to public sector bodies and to public sector special funds.
(2) Our terms and conditions apply exclusively to commercial relationships between us and the customer, as per the version valid at the time of order placement. Unless otherwise expressly stated, any terms and conditions of the customer are excluded.
2. Quotes / contractual agreement
(1) Our quotes, delivery terms and delivery volumes are subject to change.
(2) All quantities, dimensions and weights quoted are subject to the standard tolerances.
(3) We reserve the right to adjust our prices appropriately where costs rise following contractual agreement, in particular as a result of a change in the price of materials or interest rates.
(1) The goods fall owing ex works (EXW). The customer is required to undertake transportation and to do so at his own risk and with consideration to the legal requirements and ordinances applicable to the transportation of chemicals.
(2) Insofar as we organise the transportation of the goods for the customer, this takes place in his name, on his behalf and at his cost. The customer is required to inform us of his requirements with respect to transportation in advance. Otherwise we are free to select the mode of dispatch and transportation.
4. Liability for defects
(1) If the purchase item is faulty, the customer is entitled to his legal rights subject to the following conditions.
(2) In the event of a replacement, the initial goods must be returned to us in full. If goods cannot be returned or can only be returned in a deteriorated condition, we must receive value reimbursement unless the deterioration is related to a circumstance for which we are responsible.
(3) Where goods have been used inappropriately by the customer, in particular with respect to a mixing or processing of the product with other chemicals without our prior approval, or where these have been used with unsuitable equipment, the customer’s warranty rights are voided.
(4) Advice on how to use the product is not a mandatory provision. However, if this is provided then this is merely for the purpose of supporting the customer and is without obligation. Thus, no contractual obligations shall arise in this regard.
5. Further liability
(1) We shall be liable without limitation: In the event of wilful or gross negligence on the part of our legal representatives, our vicarious agents or persons employed to perform our obligations; in case of physical injury; where damages result from fraudulent concealment; where damages arise within the scope of assuming warranty claims or claims; or in accordance with the mandatory regulations of the Product Liability Act.
(2) We shall also be liable in the event of slight negligence with respect to an obligation, the adherence to which is of special importance to fulfilment of the contractual objective (cardinal obligation), although only in the case of foreseeable damages with which it is necessary to typically reckon. Liability here is also limited to the purchase price of the goods and to a maximum € 100.000.- (one hundred thousand)
(3) Any additional liability is excluded.
Claims on the part of the customer shall fall time-barred within one year of the passing of the risk unless or are based on the conditions of the Product Liability Act.
7. Offsetting and the right of retention
(1) The customer has the right to offset only if this entitlement is legally ascertained or where this is not contested by us.
(2) The customer has the right of retention only if the counterclaim applies to the same contractual relationship.
8. Retention of title
(1) The goods remain our property until the purchase price has been settled in full. The retention of title also remains intact where receivables remain outstanding against the customer from ongoing business relations.
(2) As long as the retention of title applies, the customer is entitled neither to dispose of the goods nor to permit third parties to utilise them. If the goods are liquidated despite this then the customer shall transfer to us, from the proceeds of the sale as received from the buyer or third party, the complete value of the outstanding receivables from all ongoing business relationships immediately. We shall accept this transfer.
(1) The customer agrees to us storing his data for exclusive use in fulfilling the object of the contract.
(2) The law of the Federal Republic of Germany shall apply.
(3) The place of jurisdiction for all disputes arising from this contract shall be Hamburg. such claims arise as the result of a deliberate infringement of obligations.