Terms & Conditions

General Sales Conditions of Angstrom Voss GmbH as at 01/2018

I. Scope
These general conditions of sale apply for all contracts – including future ones – between the parties concluding the contract.
2.
The purchasing conditions of the purchaser do not apply, and indeed also do not apply if the seller should not expressly object to them in a particular case.

3.
In accordance with this ruling our conditions of sale / terms of delivery and terms of payment apply, which the order party/purchaser consents to. This also applies to future transactions even if reference is not expressly made to the terms of delivery and payment, but they were sent to the ordering party/purchaser by means of an order confirmed by us. If the order is granted in deviation from our conditions then only our conditions of sales and terms of delivery and payment still apply even if we do not object to this. Hence deviations only apply if they have been expressly acknowledged by us in writing.

II. Offers/conclusion of contract
1.
All offers are subject to confirmation if the seller does not expressly declare that his offer is subject to a specific term in a particular case.

2.
Agreements that are concluded verbally, including amendments or supplements to the contract need to be confirmed in writing by the seller to become effective.

3.
Orders for goods to be delivered on demand require that a separate agreement is concluded. In this case the seller is entitled to manufacture the entire order quantity, or have it manufactured at once. If the delivery of the goods requested is not demanded, the seller is entitled following the expiry of an appropriate period to either cancel the contract or demand compensation.

III. Prices
1.
The prices stated by the seller are ex-warehouse excluding packaging if a differing agreement was not reached in a particular case.

2.
The packaging is invoiced separately; the seller will take his used packaging back in accordance with the valid laws if the purchaser returns it to him free of charge within an appropriate period.

3.
All the prices stated by the seller will additionally be charged the rate of VAT applicable on the date of delivery.

4.
We reserve the right to adjust our sales prices at a reasonable rate in case of a significant reduction of the quantity ordered compared to the initial request or frame order.

5.
We reserve the right to adjust our sales prices in the event of significant increases in the prices of raw materials on the part of our upstream suppliers. Our price lists are also affected by this ruling even if they were stipulated for a specific period.

IV. Delivery
1.
Without a specific agreement, we deliver EXW (Incoterms 2010). The risk is transferred to the purchaser upon the delivery of the goods to a haulage company but at the latest upon it exiting the warehouse.

2.
The seller will only provide insurance cover upon the special instruction and at the expense of the purchaser. In any case, the obligation to unload the goods and the linked costs are borne by the purchaser.

3.
In the event of acts of god, industrial disputes and other operational breakdowns for which the seller is not responsible, which last, or probably last, more than a week, the delivery deadline or time for taking delivery will automatically be extended by the duration of the disruption, but for a maximum period of four weeks, plus the subsequent delivery time. The extension will only come into force if the other party is immediately notified of the reason of the disruption as soon as it can be foreseen that the aforementioned term cannot be observed.

4.
If the seller defaults on the delivery then purchaser can cancel the contract only following the expiry of an appropriately set subsequent deadline. The right of cancelling the contract presupposes that the fulfilment is of no interest for him.

V. Subsequent delivery deadline
1.
The purchaser can set an appropriate subsequent delivery deadline of at least 12 working days following the expiry of the delivery deadline. The purchaser can cancellation of the contract whilst excluding compensation claims following the expiry of the subsequent delivery deadline.

However, the seller is exempted from any obligations to deliver if the purchaser does not express whether he insists upon fulfilment of the contract within the subsequent delivery deadline upon being asked by the seller.

2.
Fixed-date purchases will not be carried out. However, a fixed delivery date can be agreed upon without a subsequent delivery deadline if in a particular case the parties expressly agree that goods are envisaged for a specific promotion. If the delivery deadline is exceeded, the purchaser can demand compensation of special expenditure for the goods ordered, but only up to a maximum of the purchase price of the goods ordered.

3.
If the purchaser wants to claim compensation rather than performance, then it must set the seller a deadline of at least four weeks, combined with the threat that it will refuse performance following the expiry of the deadline. The deadline will be calculated from that day on which the purchaser sent notification by registered letter, under the requirement that the notification is received by the seller within the normal post times.

VI.
1.
In absence of specific agreements, all invoices issued by the seller become due without deductions 14 days after issuance of the invoice and execution of delivery. Purcchaser’s delay starts on the 15th day without specific notice.

2.
Even opposing to deviating stipulations set by the purchaser, we have the right to use payments for compensation of elder debts. If cost and interest have been incurred, we have the right to first be compensated for cost, then for interest, and finally for the main claim.

3.
Any payment will only be effected when we have full access to the paid amount. In case of payments by documents, whose acceptance we reserve, the payment will only be effected when the documents have been accepted by the receiving bank. Costs and fees related to such payment are to be borne by the purchaser.

4.
In case of an exceeded payment term, the seller has the right to charge interest at a rate 5%.points, and 8%-points in case of a commercial buyer, respectively, above the valid ECB base

rate. This charge does not exclude the claim of compensation for any damage caused by the delay.
5. The set-off or withholding of due invoice amounts is only permitted in relation to undisputed and legally validated accounts receivables. This clause remains valid in case of the termination of payments by the seller..

VII. Reservation of title
1.
The goods remain the property of the seller until the complete payment of all accounts receivables from the delivery of goods, from the entire business transaction including subsidiary claims, compensation claims and the redemption of cheques and bills. The reservation of title also continues to apply if the seller’s individual claims are assumed in an open invoice and the balance is struck and recognised.

2.
In the event of conduct on the part of the purchaser that is in breach of the contract, in particular in the event of a default in payment, the seller is entitled to take the purchased item back. Following the retrieval of the purchased item, the seller is entitled to use it; the proceeds of use must be credited against the purchaser’s liabilities minus the appropriate use costs. Hence advice of cancellation of the contract is not necessary to enforce the reservation of title. Section 449 II of the German Civil Code is excluded in accordance with this.

3.
If the conditional commodity is combined, mixed or processed by the purchaser to form a new movable property then this is carried out for the seller without the seller, however, being obliged to go along with this. The purchaser does not assume ownership of the new item in accordance with the regulation of section 947 and following sections of the German Civil Code by means of the processing and the linking as well as the mixing of it. In the event of the linking, mixing or processing with items that do not belong to the seller, the purchaser obtains joint ownership of the new item in accordance with the ratio of the value of its conditional commodity to the overall value.

4.
The purchaser may only sell or process the conditional commodity in the regular business procedure and as long as its financial circumstances do not deteriorate. He thus assigns all the claims with all the rights from the resale of the conditional commodity – including potential balance claims – to the seller. If the goods were linked, mixed or processed and if the seller has acquired joint ownership of it, then he has a purchase price claim in the resepctive proportion of the value of his rights to the goods.

5.
The purchaser is entitled, as long as he meets his payment obligations, to collect the claims that have been assigned. The collection entitlement expires if the purchaser defaults on payment or in the event of an essential deterioration of the purchaser’s financial circumstances. In this case the seller will thus be authorised by the purchaser to inform the customers of the assignment and to collect the accounts receivable by himself. The purchaser must issue the necessary information for the enforcement of the assigned accounts receivables and permit the inspection of this information. In particular he must hand over to the seller upon demand an exact breakdown of the accounts receivables to which he is entitled, including the names and addresses of the customers, the amounts of the individual accounts receivables , invoice date etc.

6.
If the value of the security that exists for the seller exceeds his overall accounts receivables by more than 10 %, then the seller is obliged to release securities at his discretion upon the demand of the purchaser. Attachment or transfer by way of security of the conditional commodity or of the accounts receivables assigned is not permissible. The seller must be immediately informed of attachments whilst stating the attaching creditor.

7.
The purchaser will hold the conditional commodity in safe custody for the seller. He must insure it against the usual risks, e.g. fire, theft and water to the usual extent. The purchaser thus assigns the claims, which he is entitled to for the above types of claims against insurance companies or other parties obliged to pay compensation, to the seller to the amount of the invoice value of the goods. The seller accepts the assignment.

VIII. Defects and Warranty
1.
The purchaser is obliged to give notice of defects to the seller immediately upon detection, but at latest within 2 weeks upon reception of the respective goods, in writing and to clearly describe in detail the defect causing his complaint. Defects which, even on thorough incoming inspection, cannot be detected, must be advised and described in detail within the shortest delay. If the purchaser violates these stipulations, he waives his right to complain. The purchaser bears the full burden of proof for all claim preconditions, particularly for the defect itself, the time of detection, and the timeliness of his complaint.

2.
Slight deviations that are not technically avoidable in terms of quality, colour, width, weight of the equipment or the design may not be objected to and do not apply as defects as defined by section 434 of the German Civil Code. This also applies for deviations that are customary in trade or commerce, unless the seller promised delivery in accordance with a sample in writing.

3.
We must be given the chance to review the complained defect. Complained goods must be returned immediately upon our request; we will bear the cost of transportation in case of justified complaints and upon agreement prior to incurring said cost.

4.
In the event of justified notices of defects the sellers has a right to the rectification of faults and the delivery of replacement goods free of defects. In this case the seller bears the freight costs. If the subsequent fulfilment fails then the purchaser only has the right to reduce the purchase price or to cancel the contract.

IX. Limitation of liability
1.
The seller is only liable in cases of intent and gross negligence because of the violation of contractual obligations.

2.
This exclusion does not apply in the event of the negligent violation of essential contractual obligations if the achievement of the contractual purpose is jeopardised as a result, in the event of the non-observance of a property and durability guarantee expressly indicated by the seller and also in cases of compelling liability in accordance with the product liability law.

3.
To the extent that our liability is excluded, this also applies to our legal representatives, directors, officers, employees, and agents..

X. Limitation of actions
Contractual claims of the commercial purchaser against the seller, due to, or in conjunction with, the delivery, become statute-barred within 12 months following the delivery of the goods to the purchaser. Unless the seller is liable due to intent.

XI. Copyright
1. In the event of estimates, quotes, drafts, diagrams, calculations and other documents the seller retains his proprietary rights and copyrights. The purchaser may only make it accessible to third parties after receiving the seller’s prior consent.
2. If the seller makes deliveries based on diagrams, models or other specifications of the purchase, the purchaser warrants that the protected privileges of third parties will not be violated. He thus exempts the seller from all third party claims.

XII. Data Processing
1. According to §§ 26 and 34 BDSG (German Data Protection Law) we herewith advise that we process and store on internal or external media data from and about our business partners to the extent necessary for executing our business as permitted by this law.

XIII. Applicable law / Place of Jurisdiction
1.
The law of the Federal Republic of Germany applies whilst including the UN Convention on contracts for the International Sale of Goods of 11.04.80.

2.
The place of jurisdiction is the headquarters of the seller in Finnentrop or, at our discretion, the general place of jurisdiction of the purchaser.

3.
If individual regulations should be or become ineffective or cannot be implemented for legal reasons, then the effectiveness of the other regulations will not be affected by this fact. The condition that is ineffective or cannot be implemented must then be replaced by another one, by means of which the purpose, in terms of the objective, can be achieved.