1. GENERAL
Unless otherwise agreed in the sales confirmation and/or the “International Contract No. 6 – Hides & Skins” of the ICT (International Council of Hides, Skins & Leather Traders’ Association and the International Council of Tanners) referred to in the sales confirmation, the following terms and conditions (“GTC”) apply to all transactions with our customers who are entrepreneurs (§ 14 BGB).
Any terms and conditions of a buyer deviating from or supplementary to these GTC shall only become part of a contract if we have expressly approved those terms. Such approval requirement shall apply in any case, i.e., even in case we know buyer’s conditions, but deliver goods without any reservation to such buyer.
German law shall apply. Exclusive place of jurisdiction for all disputes shall be the registered office of seller.
Our offers are – in particular with regard to quantity, price and delivery time – subject to change. Orders of buyer shall only be deemed to have been accepted if we have confirmed them in writing (e‐mail sufficient) by means of a sales confirmation. If we do not confirm an orally or by telephone concluded contract in writing, the invoice issued by us shall be deemed to be as confirmation.
2. PRICES, VAT
Our prices are exclusive of any VAT applicable at the time of delivery. If goods are delivered to a buyer resident in another EU member state, such buyer must prove us that the goods have reached this EU member state. This proof must be returned to us at the latest by the 10th day of the following month in which the goods were delivered. If we do not receive this proof within the specified period or if this proof does not comply with the applicable requirements of VAT law, we are entitled to charge the goods to the buyer at the applicable VAT rate.
3. AMENDMENTS, FORCE MAJEURE
Basis for each transaction is a normal unhindered delivery as well as the freight, foreign currency rate, expenses and regulations for the export of the respective goods valid at the day of their delivery. Any cost increases caused by any changes of those parameters shall be borne by buyer.
Delivery impediments due to force majeure or due to unforeseen events for which we are not responsible
‐ this also includes operational disruptions, strikes, lockouts, official orders, epidemics, subsequent elimination or significant changes in export or import options ‐ release us for the duration and scope of them from our contractual obligation to comply with any agreed delivery or unloading times. The same applies if the prices for the raw material increase by more than 15% between our sales confirmation and actual delivery.
4. DEFECTS
Basis of our liability for defects shall always be the agreed quality of the goods. In this respect, we emphasize that our goods are hides from animals which were several years old before they were slaughtered. Therefore, we do not provide any warranty with regard to any non‐usability of the goods when being manufactured by buyer or for hidden defects which stem from the nature of the goods or which appear after treatment of the goods. Furthermore, any claim for defects by buyer shall require that buyer has fulfilled its statutory inspection and notification obligations (§ 377 HGB). Obvious defects must be reported in writing within 8 days after delivery, defects not recognizable during inspection within 8 days after their discovery. If buyer fails to properly inspect and/or report defects, our liability for the defect not or not reported in time or not properly reported shall be excluded in accordance with the statutory provisions. Claims arising from any supplier recourse are excluded if defective goods have been further processed by buyer or any third party.
Buyer shall grant us time and opportunity being necessary for the supplementary performance we owe to buyer, in particular to hand over to us the rejected goods for inspection purposes. We shall bear or reimburse the expenses required for the purpose of inspection and supplementary performance, in particular transport, travel, labor and material costs, in any case in accordance with the statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from buyer for any costs incurred as
a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless buyer was unable to detect the lack of defectiveness.
5. RETENTION OF TITLE
Until full payment of all our current and future claims arising from the business relationship with buyer, we reserve title to any goods sold. Bills of exchange and cheques shall only be deemed to be a payment when they have been cashed. Goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims has been made. Buyer must notify us immediately in writing if an application for the opening of insolvency proceedings has been filed or if third parties may take control (e.g. by virtue of seizures) over goods belonging to us. Buyer shall be entitled to resell and/or process any goods subject to retention of title in the ordinary course of business. The retention of title then extends to any products resulting from such processing, mixing or combination of our goods at their full value, whereby we are legally considered as manufacturer. If, in the event of processing, mixing or combination with goods of third parties, their right of ownership remains, we shall acquire co‐ownership in proportion to the invoice values of the new item. In case of a resale of the goods or any objects made out of them, buyer hereby assigns its purchase price claim against its customers to us as security in total or in the amount of our potential co‐ownership share determined in accordance with the preceding sentence. We hereby accept such assignment. Apart from our rights, buyer remains authorized to collect such claim.
We undertake not to collect such claim as long as buyer fulfils its payment obligations to us and as long as buyer is able to pay its debts. However, if buyer is unable to pay its debts, we may require that buyer informs us of any assigned claims and their respective debtors, that buyer provides us all information necessary for the collection and that buyer notifies any debtors (third parties) about the assignment. In this case we are further entitled to revoke buyer’s authorization to resell and process the goods subject to retention of title. If the realizable value of the granted collateral exceeds our claims by more than 10%, we release at buyer’ request collateral within our discretion. Value of the goods under retention of title shall be the respective final sale price charged by a seller to its respective buyer; value of the assigned claim shall be its respective nominal value. Buyer must ensure sufficient insurance coverage against any kind of damages.
6. SET‐OFF
Buyer shall not be entitled to any set‐off or retention rights, unless its counterclaim has been undisputed or legally enforceable.
7. WITHDRAWAL, DETERIORATION OF ASSETS
If, after conclusion of the contract, we become aware of a significant deterioration in buyer’s financial situation which let a prudent business man conclude that our payment claim is at risk, we shall be entitled to deliver goods only against immediate payment of the purchase price. If buyer does not comply with such a reasonable request, we may withdraw from the contract or request damages in lieu of performance. If buyer is in arrears with a part of its payment obligation, we may let the remaining claim become due and payable immediately. Further, in case of a payment delay caused by a significant deterioration in buyer’s financial situation, we may withdraw immediately from the contract without granting an additional respite or request damages in lieu of performance. During the course of an ongoing business relationship, we shall be entitled to make future deliveries only against prepayment.
8. CRATES
If delivery was made using Euro/Pool pallets and additional loading equipment and exchange of loading equipment has been agreed upon, buyer shall provide only loading equipment in an equivalent condition for exchange. If buyer has none of them available upon delivery, we provide our loading equipment only as a loan in kind. In this case, buyer shall be obliged to immediately return loading equipment of averaged type and quality.
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