GTC General terms and conditions

GTC General terms and conditions of GLUETEC Industrieklebstoffe GmbH & Co. KG

1. Field of application
1. The following terms of sale apply to all contracts concluded between the buyer and the company Gluetec Industrieklebstoffe GmbH & Co. KG concerning the supply of goods. These conditions of sale shall furthermore apply to all future business relations, even if they are not expressly agreed upon once more in a renewed agreement. Deviating terms and conditions of the contractual partner of Gluetec Industrieklebstoffe GmbH & Co. KG exert no effect if they are not approved by Gluetec Industrieklebstoffe GmbH & Co. KG. The following sales conditions are effective , even if Gluetec Industrieklebstoffe GmbH & Co. KG is aware of conflicting or differing terms and conditions of the buyer and a buyer‘s order is executed without reservation.
2. The sales contracts, concluded between Gluetec Industrieklebstoffe GmbH & Co. KG and the customer on the occasion of the contract conclusion, include the basic agreements between the buyer and Gluetec Industrieklebstoffe GmbH & Co. KG, additional contract conditions - not included in the sales contracts - are replaced by the present terms and conditions.

2. Minimum oder valure
1. The minimum order valure per order to deliver to Germany and foreign countries is € 50 (net valure). Purchase orders with low purchase order valure can also be executed. For those small orders under the minimum order valure we invoice an minimum-order surcharge of € 15 per order.

3. Offer and conclusion of contract
1. An order of the buyer that qualifies as an offer for the conclusion of a sales contract can be regarded as accepted by Gluetec Industrieklebstoffe GmbH & Co. KG within two weeks by transmitting an order confirmation or by sending the ordered products within the same period of time.
Gluetec Industrieklebstoffe GmbH & Co. is also entitled to a right of refusal without giving any reasons in respect to an offer to buy compiled for Gluetec Industrieklebstoffe GmbH & Co. KG. Gluetec Industrieklebstoffe GmbH & Co. is not required to explicitly reject an offer, however, cannot be held liable if an offer by the buyer is not answered and no delivery or dispatch of the products is conducted.
2. The offers of Gluetec Industrieklebstoffe GmbH & Co. KG are subject to change and without obligation, unless the offers have expressly been declared as binding.

4. Conditions of payment
1. The prices of Gluetec Industrieklebstoffe GmbH & Co. KG are ex works inclusive of packaging unless nothing else has been agreed upon contractually. The value added tax is not included in these prices, the prices indicate the net cost. The value added tax is separately shown in the customer invoice in its statutory amount on the day of invoicing.
2. A deduction of discount is only valid in case of a specific written agreement between Gluetec Industrieklebstoffe GmbH & Co. KG and the buyer. The purchase price is due for payment immediately without any deduction (net price) starting with receipt of the invoice by the purchaser, insofar as the order confirmation offers no different payment target or no different payment target has been agreed upon.
A payment shall be deemed as completed when the value dated purchase price has been transferred to an account of Gluetec Industrieklebstoffe GmbH & Co. KG. In the case of payment by check, a payment shall only be deemed as completed if the check was actually cashed.
3. If the buyer is in default of payment, the statutory provisions apply, and Gluetec Industrieklebstoffe GmbH & Co. KG shall charge interests for delay at the rate of 8 % (percentage points) above the respectively applicable base interest rate.
4. In case notifications of defects or counterclaims are made, the purchaser is only entitled to an offset if these counterclaims have been established as final and absolute or have been acknowledged by Gluetec Industrieklebstoffe GmbH & Co. KG
5. The buyer shall only be entitled to set off against the purchase price (whether from notice of defects or other counterclaims) if these counterclaims have been legally established, or have been approved by Gluetec Industrieklebstoffe GmbH & Co. KG. Otherwise, the buyer is not entitled to set off against the purchase price. The buyer is not entitled to exercise a right of lien.

5. Period of delivery and time of performance
1. Delivery dates or periods of delivery that have not been expressly agreed upon as obligatory are solely information without obligation by Gluetec Industrieklebstoffe GmbH & Co. KG. The delivery date stated by Gluetec Industrieklebstoffe GmbH & Co. KG begins not until all technical questions have been clarified with the customer. Likewise, the buyer has to fulfil all his obligations in an orderly and timely manner.
2. Gluetec Industrieklebstoffe GmbH & Co. KG is entitled to extend the agreed delivery deadlines unilaterally with a prior corresponding notice to the buyer.
A liability of Gluetec Industrieklebstoffe GmbH & Co. KG against the buyer in the event of a delay in delivery is limited to 15 % of the (defaulting) delivery value.
3. Gluetec Industrieklebstoffe GmbH & Co. KG is entitled to partial deliveries and partial performances of each issued order, and the buyer is obligated contrariwise to accept partial deliveries and partial performances at all times.
4. In the event of default of acceptance by the buyer, Gluetec Industrieklebstoffe GmbH & Co. KG is entitled to claim compensation for resulting damages and possible additional expenses from the buyer. The same is in effect if the purchaser culpably violates obligations to co-operate.
In the event of default of acceptance or culpable delay, the danger of accidental deterioration and accidental sinking is transferred to the buyer.

6. Passing of risk – Shipping/Packaging
1. Loading of goods and shipping take place uninsured at buyer’s risk. Gluetec Industrieklebstoffe GmbH & Co. KG will conclude appropriate shipping insurances if the buyer expressly requires this. The additional costs in this regard are at the expense of the buyer and will be - separately listed - charged on the buyer by Gluetec Industrieklebstoffe GmbH & Co. KG.
2. Transport packaging or other packaging (with the exception of euro-pallets) will not be taken back by Gluetec Industrieklebstoffe GmbH & Co. KG. The buyer has to take care of the disposal of the packaging at his own expense.
3. In the event that the shipping is delayed by request or by fault of the buyer, Gluetec Industrieklebstoffe GmbH & Co. KG will store the goods, ordered and ready for delivery, at the risk and expense of the purchaser. In this case, the announcement of readiness for delivery is equal to shipping and from that date Gluetec Industrieklebstoffe GmbH & Co. KG is entitled to invoice the ordered goods.

7. Warranty/liability
1. The buyer is obligated to inspect and examine all received goods according to § 377 HGB (German commercial code) and to immediately complain to Gluetec Industrieklebstoffe GmbH & Co. KG about possible defects or defects claimed by the buyer.
Belated objections of or failure to inspect / assess the transferred goods lead to loss of warranty claims of the buyer against Gluetec Industrieklebstoffe GmbH & Co. KG .
2. In the case that Gluetec Industrieklebstoffe GmbH & Co. KG actually recognises a defect in the delivered goods, Gluetec Industrieklebstoffe GmbH & Co. KG is entitled (with the exclusion of the right of the buyer to withdraw from the contract or to claim a reduction in purchase price) to carry out an appropriate improvement (in the form of a new delivery of goods).
3. In the case that Gluetec Industrieklebstoffe GmbH & Co. KG asserts that the defect claimed by the buyer is non-existent, Gluetec Industrieklebstoffe GmbH & Co. KG is under no obligation to provide supplementary performance.
In the case of „supplementary performance“ (i.e. exchange of defective goods ), the buyer has to grant Gluetec Industrieklebstoffe GmbH & Co. KG an adequate deadline for this supplementary performance that corresponds in its length of time to the originally agreed time for delivery.
The supplementary performance can be carried at the choice of Gluetec Industrieklebstoffe GmbH & Co. KG by eliminating the defect (rectification) or by the delivery of new goods .
Gluetec Industrieklebstoffe GmbH & Co. KG will bear the expenses necessary for the supplementary performance, in so far as these will not increase due to the subject matter the contract being at a different place than the place of delivery.
Only after failed supplementary performance, the buyer is entitled to either rescind the contract or to demand a reduction in price .
4. Warranty claims of the purchaser (provided a timely notice of defect has been made) become time-barred six months after delivery of the goods to the buyer.
5. If customers of the buyer claim a defect, the buyer is obliged to inform Gluetec Industrieklebstoffe GmbH & Co. KG immediately on these defect claims, moreover, the buyer is obliged to return reference material to Gluetec Industrieklebstoffe GmbH & Co. KG for the performance of laboratory tests.
Obligations arising from defects liability or indemnity claims are not acknowledged by Gluetec Industrieklebstoffe GmbH & Co. KG and shall be deemed as excluded, as far as the defects arise from advertising messages not authorised by Gluetec Industrieklebstoffe GmbH & Co. KG or other contractual agreements between the buyer and his customers.
6. Nor is Gluetec Industrieklebstoffe GmbH & Co. KG liable to the buyer for special guarantees given on part of the buyer to further consumers.
Nor is Gluetec Industrieklebstoffe GmbH & Co. KG liable, if the buyer himself was not obliged by the legal regulations to exercise the warranty rights with respect to further customer or final consumers or did not carry out this claim against a demand made to him.
Nor is Gluetec Industrieklebstoffe GmbH & Co. KG liable for obligations, which extent the legal standards and have been given by the buyer to further consumers / his customers.
7. Indemnity claims of the buyer due to a defect become time-barred one year after transfer of the goods to the buyer.

8. Reservation of proprietary rights
1. Until all claims have been settled, including all claims on current account balances that Gluetec Industrieklebstoffe GmbH & Co. KG is entitled to against the buyer now at present or in the future, the delivered goods remain the property of Gluetec Industrieklebstoffe GmbH & Co. KG
In case that the purchaser acts against the contractual regulations (e.g. delay of payment), Gluetec Industrieklebstoffe GmbH & Co. KG has the right to claim back the goods subject to retention after previously setting an appropriate deadline. If the goods subject to retention are actually reclaimed, then this constitutes a withdrawal from the contract. The same applies in the event that Gluetec Industrieklebstoffe GmbH & Co. KG seizes the goods subject to retention.
Similarly, Gluetec Industrieklebstoffe GmbH & Co. KG is entitled to commercialize goods subject to retention after the return, and Gluetec Industrieklebstoffe GmbH & Co. KG is entitled to deduct, i.e. to offset, the amount realized from these proceeds (less the selling costs) from the amount originally owed by the buyer.
2. The purchaser has to handle the goods subject to retention with care and sufficiently insure the goods at replacement value at his own expense against damages caused by fire, water and theft. Necessary maintenance and inspection works have to be carried out adequately by the purchaser in time and at his own expense.
3. The buyer is entitled to process and/or sell reserved goods in orderly business activities as long as the buyer is not overdue on payment. Garnishments or chattel mortgages of the goods subject to retention is not permitted. The buyer is obliged to assign proceeds arising from the resale or any other legal basis relating to the goods subject to retention (including all demands relating to current account balances) to Gluetec Industrieklebstoffe GmbH & Co. KG in their full amount for the purpose of security. In this regard, a separate cession / subrogation agreement has to be acknowledged between Gluetec Industrieklebstoffe GmbH & Co. KG and the buyer.
4. Processing or re-building of the goods subject to retention leads in the case of processing with materials, which are not the property of Gluetec Industrieklebstoffe GmbH & Co. KG, to a proportionate joint ownership of the ‚new object‘ proportional to the value of the goods subject to retention.
5. In case of access of third parties to the goods subject to retention, especially in case of garnishments, the purchaser has to refer to the property of Gluetec Industrieklebstoffe GmbH & Co. KG and immediately notify Gluetec Industrieklebstoffe GmbH & Co. KG, to enable Gluetec Industrieklebstoffe GmbH & Co. KG to enforce its rights of ownership. If the third party should not be able to refund. The buyer has to bear expenses and costs concerning this matter.

9. Use of data
1. Gluetec Industrieklebstoffe GmbH & Co. KG records personal, business, customer and buyer data according to the specifications written in the German Data Protection Act (BDSG), so-called data collection. The buyer explicitly agrees with the data collection and explicitly declares consent with data processing as per §§ 4, 4a BDSG. Gluetec Industrieklebstoffe GmbH & Co. KG records and processes these data exclusively for the needful handling and processing due to customer relationship, its administration and exclusively own advertising and information purposes. The data will not be circulated beyond legal requirements or obligations to a third party at any time.
2. The buyer or customer explicitly complies with Gluetec Industrieklebstoffe GmbH & Co. KG contacting him for informing him about products, procedures, techniques or similar by several communication channels for example in form of newsletters (advertising) – therefor the collected data is used. The buyer or customer has he possibility to disagree written or by E-mail to info@gluetec.de anytime.

10. Place of fulfilment/Place of venue/Applicable law
1. The place of jurisdiction for each contract concluded with Gluetec Industrieklebstoffe GmbH & Co. KG is Würzburg.
2. The exclusively applicable law agreed upon between buyer and Gluetec Industrieklebstoffe GmbH & Co. KG is the German law (with the exception of the UN purchasing law whose application is excluded).
3. Place of fulfilment: All payments (as well as check payments / cash payments / bank transfers) must be made to the disclosed accounts of Gluetec Industrieklebstoffe GmbH & Co. KG or, in case of cash payment, must take place directly at the place of business of Gluetec Industrieklebstoffe GmbH & Co. KG.

Status: November 2016