Terms and Conditions

General Terms and Conditions of Seika Germany GmbH

1. Validity of the conditions

1. The following terms and conditions are the basis for 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 recognized in writing in advance.
   
   

2. Offer

The seller’s offers are subject to change – also with regard to the price.

3. Prices

1. Unless otherwise stated, the Seller shall be bound by the prices contained in its offer for 30 days from the date of the offer. The prices stated in the Seller’s order confirmation plus the respective statutory value added tax shall be decisive.
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 provisions.
2. If the buyer requests changes to the contract which affect the agreed delivery period, this shall be extended to a reasonable extent.
3. The Seller shall not be responsible for delays in delivery and performance due to force majeure and lawful industrial action. They entitle the seller to extend the delivery period by the duration of the hindrance.
   
   

5. Shipping and transfer of risk

1. Shipment is at the risk of the buyer. 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 day of delivery and shall be six months with the exception of the following provision.
3. In all cases of justified and timely complaints about his deliveries to the Buyer, the Seller shall, at his discretion, either repair or replace the goods to the exclusion of any other warranty claims.
    The Buyer reserves the right to reduce the remuneration or to withdraw from the contract at his discretion if three attempts to rectify the defect or the replacement delivery fail.
4. If the buyer does not exercise his right to rescind the contract or reduce the remuneration after three unsuccessful attempts to rectify the defect within a reasonable period of time, 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 goods subject to retention of title, 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 due 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 due 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 rights 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 if this is lacking because the seller has not seen the credit, the seller is entitled to withdraw from the contract without prior notice. In such cases, once the order has been placed, the seller is only obliged to provide further services after an appropriate down payment has been made.

10. Place of fulfillment

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

11. Place of jurisdiction

The place of jurisdiction for all disputes arising from legal relationships in 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 a provision of these terms and conditions be ineffective or not applicable in individual cases, e.g. the lack of merchant status, the remaining provisions shall remain unaffected.