located at :
Billing Address: Postfach 1406, DE-53761 Hennef
1. Place of Performance, Delivery and Acceptance
All deliveries and connecting services are to follow these Terms and Conditions. Instructions of the Buyer to his Terms and Conditions are hereby rejected. These Terms and Conditions also apply for all future business. Particular variations to these Terms and Conditions need a written form of approval by the seller. It is essential to comply with the statutory regulations for the use of our monofilaments in medical products or in the direct contact with foods.
2. Offer and Acceptance
All proposals made by the Seller are not definite, but to be seen as an affordance to the Buyer, to leave a buying quotation to the Seller. The contract will be effective through the purchase order of the Buyer (buying quotation) and the acceptance of the seller. If these should differ from the purchase order, they are to be seen as a new proposal of the Seller without obligation.
3. Nature of object, samples, warranties
3.1 The consistency of the goods solely arise out of the product specification of the Monofil-Technik unless clearly noted otherwise.
3.2 Details on quality, dimension, percentage or mixing ratio are only average value.
3.3 Properties of samples are only mandatory if explicit appointed as constitution of the goods.
3.4 Information on constitution, durability, and excise dues are only warranties, if agreed on and denoted as such.
3.5 We have rightful ownership and sole property to our sketches, specifications, samples etc. It
is forbidden to give them to any third party. Shapes and other tools stay in our possession even if emerging costs are going to be part of the retail price, or are being compensated in any other way by the Buyer. The Buyer has to assume liability that we are not harming any third party trademark rights, if we have to produce according to His specifications, samples etc. as well as the risk of the prospectively purpose. If a third party forbids us a delivery according to his trademark rights, that we produced from the Buyers sketches, specifications, samples etc. we have the right to cancel the pending delivery without proving the legal relationship. Excluding all claims for damages by the Buyer but to demand damages for our actual expenses that incurred. Further claims for damages on our part remain unaffected.
Trademarks may only be used with the special written consent of the trademark holder in connection with the products produced by the Buyer.
To the best of our knowledge the Seller will provide all necessary consulting services. Even though we provide information and statements on applicability and usage of the goods which does not mean that the Buyer is released from his duties of examining and sampling as well.
Payments are being made directly to the Seller. A cash discount for prompt payment needs to be agreed on in written form as well as the percentage. The Buyer is only permitted to deduct the discount, if all prior invoices are paid at the same time the latest.
Drafts do not count as a cash payment; we can only accept them by clear agreement from our side.
The Seller has to pay all discount and collection charges. We will not assume liability even if they are being presented to us on time.
Offsetting is only valid with undoubted demand or determined without further legal resource. The enforcement of rights is only valid with our approval. The Buyer has to take care of all collection charges and fees, if a documentary credit is used. All fees from German banks exempt.
The delivery is subject to terms fixed in the individual contract according to the International Commercial Terms (INCOTERMS).
8. Interruption of Delivery
The Buyer has to immediately notify the forwarder about complaints about damage in transit. A copy of the documents has to go directly to the Seller within the set deadlines.
9. Following Legal Requirements
The Buyer has to take care of legal and official regulations regarding import, transportation, storage and usage of the goods, if no other agreements were made in the order contract.
10. Delayed Payment
Not paying the invoice when it is due is a significant violation of the contractual stipulations.
10.1 If the Buyer should not pay within the given time frame, the Seller has the right to charge a default interest of 8% -points higher
than the price shown in the invoice from the point where the payment was delayed. This is based on the known basic interest rate given by the Deutsche Bundesbank. If the billing is in a different currency, the interest rate is 8%-points higher than the current bank rate of the highest Central Bank within the country of the currency.
11. Defective Goods and Buyers Rights
11.1 The Seller has to be informed about damaged goods that have been determined after orderly checking the shipment within 4 weeks after receiving the goods; other damages have to be reported to the Seller within 4 weeks after discovery. The notification has to be made in written form, and be very detailed about the kind and severity of the damages.
11.2 If the goods are defective, and the Buyer has properly informed the Seller as per cypher 10.1, then the Buyer has the following
legal rights with stipulations:
a) The Seller’s first right is to choose between either eradicating the flaws, or delivering new,
flawless goods to the Buyer (supplementary performance).
b) The Seller has the option of 2 supplementary performances. If the supplementary
performances should go amiss, or are unacceptable for the Buyer then the Buyer has the
option of either withdrawing from the contract, or calling for an abatement of the purchase
c) For entitlement of damages and for a replacement of wasted expenditure cypher 11 takes effect.
11.3 Claims for defects describe after one year passes from the moment of the delivery of the goods. For the following cases apply
the legal statute of limitation instead of above stated time frame:
a) in case of liability intent, in case of fraudulent concealment of a damage,
b) for claims against the Seller because of imperfection of a good. If the good was used in its usual manner for a building, and has caused imperfection on it,
c) for claims due to injures at life, on the body or health which are based on violation of duty by
the Seller’s legal representative or vicarious agent,
d) for claims towards other damages which are based on a violation of duty by the Seller’s legal
representative or vicarious agent, and
e) in case of the Buyer’s recourse based on regulations towards the purchase of consumer
12.1 The Seller is liable for damages subject to legal regulations. In the event of an act of neglect towards the fundamental contractual
obligations the Seller’s liability is limited to replacing typical, predictable damages; In the event of not fundamental contractual obligations the Seller is excluded of all liabilities. Upcoming limitations of liabilities do not apply for damages towards life, body or health.
12.2 The Seller cannot be held liable for impossibility or delay of completion of the contract. If impossibility or delay is caused by the
Buyer due to the Buyer insisting on following obligations subject to the public law related to the European Chemical Enactment called REACH.
The Buyer has the right to offset only with an undoubted or legally valid counterclaim against the Seller’s demands.
If well educated doubts are existing that the Seller is unable to pay, the Buyer can revoke further claims for acknowledged terms of
payment. As well as changing the payment term to payment in advance for future deliveries.
15. Reservation of Title
15.1 The seller will retain the ownership of the goods until all payments are completed.
15.2 The seller may reclaim the goods due to the reservation of title even if they have not withdrawn from the contract yet.
15.3 The Buyer is entitled to sell and process the goods in the ordinary course of business. Any processing takes place without any
obligations for us. If the Buyer sells the goods, or the things produced from the goods, all arising claims are to be devolved upon the Seller as an act of security. The Buyer assigns all receivables to the Seller, and has to always provide information about the sold goods to Us. The Buyer has the right to always collect receivables from Us. This authority does not give the Buyer the right to do as he wants with the claims through assignment or pledge. We can revoke above mentioned authority, if the Buyer does not meet his obligations. And demand that the Buyer informs the creditor about the assignment of the claims. If the value of our existing security exceeds the total value of all our claims by more than 20 %, the Seller shall be obligated, at the purchaser’s request, to release securities to this extent at his option. The goods are delivered and still are under the title of reservation even after processing them. The Buyer has to immediately contact Us in case of the opening of bankruptcy for the Buyer’s assets or garnishment of the goods.
We have to be informed immediately if the goods – which are still under the title of reservation, even after processing and disposition – are being distrained or if the Buyer files bankrupcy.
15.4 We have the right to refuse the delivery until the agreed consideration is made or until agreed collateral is provided when
signing the contract. This is if the Buyer is in default with older payments or if the Buyer’s asset worsened.
16. Force Majeure
Happenings and circumstances which are beyond the range of the Seller’s influence (like natural events, industrial disputes, war,
shortage of raw material, energy scarcity, traffic or business disruption, fire or explosion loss, orders from higher authorities) can reduce the availability of the goods. If that is the case and the Seller cannot fulfill the obligation (under consideration of other internal or external delivery commitment), the Seller (i) will be released from all contractual responsibilities (ii) and shall be under no obligation to purchase the goods at a third party. This also applies if the completion of delivery is lastingly inefficient based on those happenings and circumstances. The Buyer has the right to withdraw from the contract, If the events last longer than three months
17. Place of Payment
The place of fulfillment for payments is the place of business of the Monofil-Technik Gesellschaft für Synthese Monofile mbH. No matter where the goods or documents were delivered to.
18. Receipt of Declarations
Complaints and other statements that are made towards one party take effect when they comply with that party. If a deadline was set, the declaration has to be made within that time frame.
19. Court of Jurisdiction
The laws of the Federal Republic of Germany shall apply. The solely place of jurisdiction is Siegburg. The Seller can also press
charges at the Buyer’s local court.
20. Applicable Law
The contractual relationship shall be governed by the law applicable at the place of Seller’s head office, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), irrespective if the Buyer’s place of business is located in a CISG state or not.
21. Contract Language
If these Terms and Conditions are being given to the Buyer in a different language than the sales contract has been concluded (Contract Language) this is merely done for the Buyer’s convenience. If differences in the interpretation occur, the contract in the original language is decisive.
22. Final Provisions
Should one or several of these business terms be or become invalid, incomplete or require supplementation in full or in part this shall have no effect on the validity of the other clauses. The parties undertake in this case to agree upon a regulation which shall as far as possible correspond with that which was financially intended. The same procedure is to be applied with loopholes in the regulations.