Terms & Conditions
General Terms & Conditions for Deliveries & Services Provided by CARL TILLMANNS SÖHNE Limited Partnership
These Terms & Conditions apply to corporations and public-law legal entities. Other terms and conditions that deviate from our own Terms & Conditions shall not apply unless we explicitly confirm in writing that we accept them. These Terms & Conditions are deemed to apply to all future transactions with the ordering party.
2. Conclusion of the contract of sale
Unless otherwise agreed in writing, our prices are considered to be ex works excluding packaging and shipping and plus the currently applicable rate of value added tax. Shipping and packaging are invoiced separately. Payments relating to purchases are to be made exclusively to one of the bank accounts given in the invoice. Cash discounts may only be deducted if explicitly agreed in writing.
3. Prices and terms of payment
Unless otherwise agreed in writing, payment is to be effected within 10 days of receipt of the invoice with a deduction of 2% cash discount or, alternatively, within 30 days net. Interest on arrears is calculated at 8% p.a. above base interest rate. This without prejudice to claims for higher rates of damages resulting from delays in payment. Unless agreement has been reached on firm pricing, any changes in wages, material or distribution costs taking place three months or more after conclusion of the contract of sale may require a reasonable adjustment to the price to reflect these factors.
4. Delivery period
The start of the delivery period quoted by us assumes timely and proper fulfilment of all terms & conditions on the part of the ordering party. We reserve the right of the defence of non-compliance with the contract. If the Buyer defaults on acceptance of the goods or violates his duty to cooperate as required for fulfilment of the contract, we reserve the right to claim damages to reimburse us for the costs thus incurred.
5. Transfer of risk on dispatch
The risk of accidental destruction and accidental damage to the goods is deemed to be transferred to the Buyer as soon as the consignment has been dispatched by the company or its agents, at the latest when the goods leave our premises, to the ordering party or his end customer at the request of the ordering party. This provision is deemed to apply irrespective of whether the goods are dispatched from the place of performance or not and irrespective of who bears the freight costs.
6. Retention of title
We retain title to all the goods delivered until all claims from all transactions with the partner have been fulfilled. This provision is also deemed to apply to future deliveries even where this is not specifically declared in each case. We reserve the right to recover the items subject of the contract of purchase in the event the ordering party violates the contract. However, this provision shall not apply in the case of products manufactured specifically for the ordering party that cannot be used elsewhere.
7. Warranty and obligation to notify defects
If, despite all the care and attention applied to our production processes, the goods supplied should prove to be defective and the defect existed at the time of the transfer of risk, we shall repair or replace the goods at our discretion provided notification of the defect is received within the agreed warranty period. The ordering party shall provide us a reasonable period of time for remedial performance within an appropriate grace period. If remedial performance fails, the ordering party is entitled to withdraw from the contract. No right to repair or replacement shall exist where the perceived deviation from the agreed consistency is only of a minor nature with no effect on the functionality or quality of the product, where the perceived impairment in the usability of the product is negligible, where natural wear & tear are concerned and where damage has occurred as a result of inappropriate of incorrect handling, excessive loading or other external influences.
We shall not be liable for the effects of damage caused by the user or ordering party in a manner inconsistent with the contractually agreed terms or the intended purpose or resulting from negligent handling.
9. Choice of law and court of jurisdiction
All relationships between us and the customer on the basis of this contract are subject exclusively to the laws of the Federal Republic of Germany and the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are hereby excluded. Unless otherwise stated in our confirmation of order, the exclusive place of jurisdiction and performance is deemed to be our registered office in Solingen.
Terms & Conditions