Conditions

GENERAL TERMS AND CONDITIONS - Pfeiffer Laboratories GmbH

 I. General information

The following general terms and conditions of sale and delivery shall become part of the purchase contract and shall also apply to all future business with us, unless otherwise agreed. Conflicting or deviating terms and conditions of purchase or other restrictions of the buyer will not be recognized unless we have expressly agreed to them in writing in an individual case.


II. offers, orders, prices and materials

1. our offers are subject to change without notice with regard to price, quantity, delivery period and delivery possibility.
2. the contract is only concluded by our order confirmation or by execution of the order.
3. if the prices of our suppliers, freight and/or public charges increase between the time of ordering and delivery of the goods, and if our demonstrable expenses change as a result, we are entitled to increase our prices accordingly.
4. our price quotations are quoted exclusive of statutory value added tax, as well as carriage forward ex warehouse, unless otherwise agreed.
5. surplus materials (raw materials and packaging materials), which were procured especially for your order and cannot be used for other purposes after completion of the order, will be passed on to you at cost price loaded.


III. payment

1. invoices are payable, unless otherwise agreed, strictly net within 8 days after receipt of invoice. Agreed deviations are noted on the invoice. If the payment deadline is exceeded, interest of 15% above the respective reference interest rate of the Deutsche Bundesbank may be charged. In the event of default, the statutory rights to assert damages for non-performance as well as to withdraw from the contract are reserved; in addition, residual debts from the contractual relationship shall become due immediately.
2. bills of exchange are not accepted!
3. if there are reasonable doubts about the solvency or creditworthiness of the buyer and the buyer is not prepared to pay in advance or to provide suitable security for the performance incumbent upon him despite a corresponding request, we are entitled to withdraw from the contract or to revoke payment terms granted, insofar as we ourselves have not yet performed.
4. payments shall only be deemed effected when the amount is finally available in one of our accounts.
5. retention by the buyer is excluded. The buyer may only offset with undisputed or legally binding claims.


IV. Delivery

1. unless otherwise agreed, all shipments travel at the risk and for the account of the recipient, even if they are delivered from the warehouse of a third party (drop shipment). Acceptance of the consignments by the railway, post office, other transport companies or the customer shall be deemed to be confirmation of proper packaging.
2. return shipments of goods and empties shall also travel at the expense and risk of the buyer, unless statutory provisions stipulate otherwise.
3. events of force majeure, strikes, lock-outs, shortage of raw materials and energy, unforeseen or unavoidable operational disruptions, transport disruptions, disruptions due to weather conditions (e.g. impossibility of transport due to frost caused by products, etc.) riots, war and other circumstances for which we are not responsible entitle us to postpone the execution of orders in whole or in part or to withdraw from the contract in whole or in part without the purchaser being entitled to any claims for damages. The same applies in the event that we are not supplied correctly, not in time or not at all by our suppliers through no fault of our own.
4. in the event of culpable exceeding of the delivery period, the buyer may withdraw from the contract or obtain compensation for damages after expiry of a period of grace to be set by him in writing, excluding any further rights. Claims for damages by the buyer due to delay or non-performance are, however, limited in amount to the invoice value of the quantity of goods that are not delivered or not delivered on time, unless we have unlimited liability due to intent or gross negligence in accordance with mandatory statutory provisions. We reserve the right to choose the dispatch route and mode of dispatch. Dispatch and packaging shall always be carried out at our best discretion, but without responsibility for the choice of the most suitable and favourable type of dispatch and packaging or the dispatch route. The risk of destruction, loss or damage to the goods shall pass to the buyer upon dispatch or, in the event of collection by the buyer, upon making the goods available to the buyer. Our obligation to perform shall be suspended as long as the buyer is in default with a due payment.


V. Reservation of title

1. the delivered goods only become the property of the buyer when the buyer has fulfilled all his obligations from the business relationship with us, including subsidiary claims, claims for damages and cashing of cheques.
2. the customer is entitled to resell the goods in the ordinary course of business. He already now assigns to us all claims arising from this resale. The customer remains entitled to collect the assigned claims even after this assignment. If the customer defaults on his payments, suspends them or files for insolvency, we can demand that the customer names the debtors of the assigned claims, provides all information necessary for collection, hands over the necessary documents and discloses the assignment. If the reserved goods are sold by the customer together with objects not belonging to us without or after processing/mixing, the assignment of the claim against his customers shall only apply to the amount of the value of the reserved goods concerned.


VI. Damages

1. claims for damages by the buyer which are based on a slightly negligent breach of our contractual or legal obligations are excluded.
2. we are only liable for indirect damages and for damages not foreseeable at the time of the conclusion of the contract if we are grossly at fault.
3. mandatory legal liability regulations remain unaffected.


VII. notices of defects

1. the buyer must carefully check by all reasonable examinations whether the delivered goods are of the contractually agreed quality and suitable for the intended purpose. If this examination is omitted, not carried out to the required extent, or if recognizable defects are not reported to us in writing immediately, at the latest within 7 days of receipt of the goods, the goods shall be deemed to be approved with regard to such defects.
2. non-visible defects are considered approved if they are not reported to us in writing immediately after their discovery, at the latest, however, 3 months after delivery of the goods at the place of dispatch. The burden of proof that the defect is hidden lies with the buyer.
3. rejected goods may only be returned with our express consent
be returned.
4. we will comply with duly raised and justified notices of defects by a price reduction or exchange of the goods against reimbursement of the purchase price. Further claims of the buyer are, as far as legally permissible, excluded. This applies in particular to the compensation of damages that have not directly occurred to the goods themselves.


VIII .technical advice

Our technical development advice, whether verbal, in writing or by way of trials, is given to the best of our knowledge, but is only non-binding information, also with regard to any third-party property rights, and does not release the purchaser from his own examination of the products supplied by us for their suitability for the intended processes and purposes. Application, use and processing of the products are beyond our control and are therefore exclusively the responsibility of the buyer. If liability should nevertheless come into question, it is limited to the value of the goods delivered by us for all damages. Of course, we guarantee the perfect quality of our products in accordance with our general terms of sale and delivery.


IX. Place of performance, place of jurisdiction, effectiveness clause

1. place of performance for delivery and payment is Heilbronn.
2. place of jurisdiction for both parties is Heilbronn.
Should individual clauses of these terms and conditions of sale and delivery be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses. The parties shall replace an invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision.


Status: July 2011