GENERAL TERMS AND CONDITIONS OF DELIVERY AND SALE
CONCLUSION OF CONTRACT
The written order confirmations of Lungmuß Feuerfest in connection with these General Terms and Conditions of Delivery and Sale shall be decisive for all contracts.
Deviations from these, and in particular contrary conditions of purchase of the Buyer, shall only bindingly apply to the Lungmuß Feuerfest where the Seller has recognized them explicitly and in writing. It shall not be necessary for the Seller to object to the conditions of purchase of the Buyer.
The quotations of Lungmuß Feuerfest shall be made at net prices, excluding value-added tax, and shall be subject to change and non-binding. A contract is only constituted by the Seller providing the Buyer with a written order confirmation. Verbal agreements and subsidiary agreements require the Seller’s written confirmation.
Unless otherwise indicated, dispatch and packaging shall be at the expense of the Buyer.
DELIVERY AND ASSUMPTION OF RISK
Except where otherwise specified in the order confirmation, the place of fulfilment is the registered office of Lungmuß Feuerfest.
The risk of accidental loss and accidental deterioration of the goods shall be assumed by the Buyer upon transfer to the institution performing the transportation, including where means of transport belonging to the Seller are employed. If the transfer of the shipment is delayed for reasons attributable to the Buyer, the risk shall be transferred to the Buyer on the day when the goods are ready for dispatch. Where the transport costs are accepted by the Seller, this shall not affect the transfer of risk.
Delivery dates and periods shall be non-binding, unless the Seller has agreed to them as binding explicitly and in writing.
QUALITY SPECIFICATIONS AND NOTIFICATIONS OF DEFECTS
Specifications regarding content percentages and mixing ratios for the individual products shall only constitute approximate averages. Subject to such deviations as cannot be avoided despite due care. Specimens shall only constitute average samples.
The Buyer shall be obliged to inspect the goods immediately after receipt. Only complaints made within 20 working days after delivery shall be considered.
Technical advisory services provided by Lungmuß Feuerfest shall be based on the applications communicated by the Buyer. No liability shall be accepted for any other application.
The basis for all guarantees shall be the technical data sheets by Lungmuß Feuerfest and the processing instructions.
The Seller is liable in accordance with the statutory provisions, inasmuch as the Buyer asserts compensation claims based on intent or gross negligence. In cases of slight negligence, liability shall be limited to the reasonably foreseeable damage typical for this type of contract. More extensive claims shall be excluded.
Compensation claims asserted by the Buyer in relation to defects shall be subject to a statutory limitation period of one year from the delivery of the goods.
RETENTION OF TITLE
The goods delivered by Lungmuß Feuerfest will remain the Seller’s property until the Buyer has fulfilled in full all obligations relating to the business relationship. This shall also apply where purchase prices payable are posted to a current account, for as long as the Seller still has a credit. Where bills of exchange or cheques are accepted, the title to the goods shall only be transferred to the customer when these are redeemed. The Buyer shall be obliged to surrender the Seller’s property immediately if Lungmuß Feuerfest declares its withdrawal from the contract.
It shall not be permitted for the goods to be pledged or assigned as security by the Buyer. The Buyer shall be obliged to inform the Seller immediately of any pledges, and to bear the resultant intervention costs.
If Lungmuß Feuerfest asserts its retention of title by recovering the corresponding goods, the Seller will be entitled to sell the goods freely. The recovery shall take place at the value of the proceeds from the sale, at the most, however, at the agreed delivery prices.
Where not otherwise agreed, the Seller’s invoices will be payable on the 15th day of the month following the delivery. Payments shall only be considered to have been made when Lungmuß Feuerfest has the sum at its final disposal.
These Conditions and the entire legal relationship shall be subject to the law of the Federal Republic of Germany.
The exclusive place of jurisdiction shall be Dortmund. Lungmuß Feuerfest will, however, be entitled to assert its claims at the general place of jurisdiction of the Buyer.
If one or more provisions of these Conditions are ineffective, this shall not affect the effectiveness of the remaining provisions or agreements.
Dated July 2009