GTC

General Terms and Conditions of Seika Germany GmbH
§1 Validity of the terms and conditions

1. The following terms and conditions apply to all supply contracts, services and offers of the seller. In commercial transactions, the General Terms and Conditions shall also apply to all future business relationships, even if they are not expressly agreed again.
2. Deviating terms and conditions of the contractor shall only become part of the contract if they have been agreed to in writing in advance.
   
   

§2 Offer
The Seller’s offers are subject to change – also with regard to the prices.

§3 Prices

1. Unless otherwise stated, the Seller shall be bound by the prices contained in its offers for 30 days from their date. The prices stated in the Seller’s order confirmation plus the respective statutory value added tax shall apply.
2. Packaging, postage, freight costs, other shipping costs, insurance and customs duties are not included in the offers and will be invoiced separately.
3. If there are more than six months between the conclusion of the contract and the agreed and/or actual delivery date, the seller’s prices valid at the time of delivery shall apply.
   
   

§4 Delivery

1. If the Seller is in default of delivery, the Buyer may withdraw from the contract or claim damages for non-performance after setting a reasonable grace period in accordance with the following conditions.
2. If the Buyer requests changes that affect the agreed delivery period, this shall be extended accordingly.
3. The Seller shall not be responsible for delays in delivery and performance due to force majeure and lawful labor disputes. They entitle the seller to extend the delivery time by the duration of the hindrance.
   
   

§5 Shipping and transfer of risk

1. Shipment shall be at the buyer’s risk. The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transportation or has left the Seller’s works for the purpose of shipment.
2. The Seller is entitled, but not obliged, to insure deliveries in the name and for the account of the Buyer.
   
   

§6 Warranty and liability

1. Incomplete delivery or obvious defects must be reported immediately, but at the latest within seven days of delivery, hidden defects must be reported immediately after their discovery. Any breach of the above obligations shall exclude any warranty claims against the seller.
2. The warranty period shall commence on the date of delivery and shall be six months, with the exception of the following provision.
3. In all cases of justified and timely complaints about its deliveries to the Buyer, the Seller must, at its discretion, either repair or replace the goods, to the exclusion of other warranty claims.
   The Buyer reserves the right to demand, at its discretion, a reduction in payment or rescission of the contract if three attempts at repair or replacement delivery fail.
4. If the buyer does not exercise his right to rescind the contract or reduce the price within a reasonable period of time after three attempts to rectify the defect have failed, the seller may withdraw from the contract.
5. Claims for damages arising from impossibility of performance, non-performance, positive breach of contract, culpa in contrahendo and tort are excluded both against the seller and against his vicarious agents, unless the damage was caused intentionally or by gross negligence.
   
   

§ 7 Retention of title

1. The Seller shall retain title to the delivered goods (goods subject to retention of title) until all claims to which the Seller is entitled against the Buyer now or in the future for any legal reason have been satisfied.
2. The Buyer may not dispose of the reserved goods without the Seller’s consent. If the Buyer sells the delivered goods in commercial transactions with the Seller’s consent, he shall assign to the Seller the resulting claims against his customers with all ancillary rights to secure the Seller’s claims up to the value of the goods. The seller accepts the assignment.
3. In the event of access by third parties to the reserved goods, the buyer must point out the seller’s ownership and inform the seller immediately.
4. In the event of breach of contract by the Buyer – in particular default of payment – the Seller shall be entitled to take back the reserved goods at its own expense. The repossession or seizure of the goods by the seller does not constitute a withdrawal from the contract, unless the Consumer Credit Act applies.
   
   

§8 Payment

1. The seller’s invoices are payable immediately upon receipt. The seller expressly reserves the right to refuse checks or bills of exchange. Acceptance is always only on account of payment. Discount and bill charges shall be borne by the Buyer and are payable immediately.
2. Offsetting with counterclaims against the seller’s invoices is only permitted if these counterclaims are undisputed or have been legally established. The assertion of a right of retention against the seller is excluded in commercial transactions.
   
   

§ 9 Withdrawal
If the Buyer has deceived the Seller about his creditworthiness when placing the order or has failed to do so, so that the Seller has not seen the creditworthiness, the Seller is entitled to withdraw from the contract without prior notice. In such a case, the seller is only obliged to carry out further activities after the order has been placed after a reasonable down payment has been made.

§ 10 Place of performance
The place of performance for all services arising from this contract in commercial transactions is Düsseldorf for both parties.

§11 Place of jurisdiction
The place of jurisdiction for all disputes arising from legal relationships for commercial transactions between the seller and the buyer is Düsseldorf.

§12 Applicable law
The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the seller and the buyer.

§13 Final provisions

1. Insofar as these terms and conditions do not contain any deviating provisions, the statutory provisions shall apply.
2. Should any provision of these terms and conditions be invalid or inapplicable in individual cases, e.g. in the absence of merchant status, all other provisions shall remain unaffected.