Terms of sale and delivery

I. Range of Validity

1. We only carry out orders following these terms of sale and delivery.
2. Contrary terms of business of the customer are, regardless of the time they reach us, even if we don not deny them, in any case inoperative.
3. By starting or continuing business with us, the buyer accepts these terms of sale and delivery.

II. Prices

1. Prices are only valid to the locations which have been indicated and acknowledged and do not obligate us to deliver to any other places.
2. Decisive price-calculation is based on a given unit of measurement from our factory (weight, meter, square meter etc.). After the conclusion of a contract in foreign currency, we are authorized in case of a devaluation of the agreed currency of more than 3% in relation to the €, either to withdraw from the contract or to make a correction of the price at the height of the devaluation and to adjust all analogous unpaid bills at the time of the devaluation. The right to claim damages because of withdrawal from the contract in this case is excluded.
3. The minimum amount per shipment is € 100-, net amount. Smaller orders will be charged with a proportionate additional service fee of € 20,-. Amounts that are short of the minimum amount have to be paid net.

III. Payment

1. The buyer has to pay - along with the agreed prices - the statutory turnover tax (domestic import tax, duty and other levy’s).
2. Payments are only valid in an amount of which the seller has free disposal of at a bank in the seller’s country.
3. If payment is late, interest of 3% over the official discount rate of the seller’s country or the buyer’s country - at the choice of the seller - have to be paid except the buyer can prove a lower loss of interest of the seller. Further rights are reserved. 
4. If the buyer does not pay within an adequate period of respite in spite of being due the seller has the right to withdraw from the contract. The seller has the right to claim advance payment for the delivery of partial or gradually successive outstanding supplies.
5. Holding back payment that is due, or setting it off, is only possible if this is established by law or if the seller acknowledges a written admission of the buyer. 
6. All costs that are incurred by the contract in the country of the buyer including all charges and taxes, even those that were unforeseen at the making of the contract, are to be met by the buyer.
7. If the agreed currency is not the same as in the seller’s country and if the rate of exchange differs more than 3% from that on the day of the making of the contract, buyer and seller have the right to withdraw from the part of the contract which is not yet delivered. If the seller suffers an exchange loss because of late payment the buyer has to compensate that exchange loss.
8. Payment is net within 30 days.

IV. Delivery

1. As soon as the product leaves the factory or storage or as soon as the product is at the buyer’s disposal the buyer takes all risks including the risk of delivery. 
2. If the fixed period of time for delivery is exceeded, the buyer has to give an adequate written period of respite. Damage claim for late delivery can only be made on the net invoice of the late supply.
3. Acts of god, lack of raw material, strikes, unforeseeable difficulties of work or delivery or other obstacles that are not controllable by the seller, free the seller for the duration of the disturbance and its effects of all delivery duties. If the agreed time of delivery is exceeded more than two months, buyer and seller have the right to withdraw from the unfulfilled part of the contract.
4. If the economic situation in the buyer’s country is seriously disturbed by war, civil war or similar events, the seller has the right to withdraw from the unfulfilled part of the contract.
5. For re-selling of supplied goods using packing or presentation material owned by the seller a written approval of the seller is needed.

V. Reservation of ownership

1. The seller reserves all rights on the supplied goods until the seller has fulfilled all demands arising from the mutual business connection including any current account balance.
2. The ownership is also subject to the full worth of new products arising from the processing of reserved goods. Processing and storing is free for the seller. If there remain rights of ownership by processing with goods of a third person, the seller acquires joint ownership in relation of the invoice total of the supplied products by both, seller and that third person. The buyer has free disposal over the processed reserved goods as long as he is willing and able to fulfill all demands of the seller. The product must not be pawned to others nor made over to someone as a security.
3. If the buyer does not pay despite the demands within an adequate period of respite or is endangered to become insolvent the buyer has to give out the reserved goods at the free disposal of the seller on demand. This does not mean a withdrawal from the contract.
4. The buyer hands over any demands with all side and securing rights arising from the selling of the reserved goods - including drafts, cheques and rights of payment of letters of credit - for the security of the respective demands according to No.1. As far as there remain reserved rights of third persons by processing our reserved goods the cession of demands from selling is in the height of the part that the seller acquired joint ownership according to No.1V2. In the same height the buyer hands over any balance demands including the final balance to the seller if demands arising from selling are taken into an established current account relation between the buyer and one of his customers. As long as the buyer is punctual in his payments, he may draw in the demands by himself. Pawns and hand-overs or selling of demands are only legal with the approval of the seller. If the seller sees the fulfilling of his demands endangered, the buyer has to tell his customers the hand over and to give them all necessary information and documents at the demand of the seller.
5. If the worth of securities exceeds that of the products that are to be secured by more than 20%, the seller is obliged to free securities in this worth by his own choice.
6. The buyer is obliged to insure the reserved goods with the care of a respectable businessman and to proof the insurance on demand. The buyer hands over his demands arising from this insurance to the seller.
7. On demand of the seller, the buyer is obliged to take part in all measures to secure the seller’s rights.

VI. Acts of god

Acts of god, disturbance of process in the own factory or the supplier, lack of workers, energy or raw material, strikes and disturbances of traffic free Clemens C. Jentzsch GmbH for the duration of the disturbance and in the scope of the effects of all delivery duties and authorize Clemens C. Jentzsch GmbH to withdraw either from the whole or from a part of the contract. 

VII. Transportation, insurance and fulfillment

1. The risk of delivery is born by the buyer, so the supplies of the seller once out from the factory is the risk of the buyer. These conditions are valid equally for >>P&P included<< and >>prepaid<< - deliveries, following the concerning latest Incoterm. The supply is in this case fulfilled as soon as the product leaves our storage. If the goods go out late from our storage through no fault of our own, the delivery date will take effect from when we declare ready to supply. Transport insurance by the seller will only be made by the explicit and written wish of the buyer and at his cost. If nothing else is arranged, any insurance has to be made by the buyer at his own cost.
2. In case of FOB- and CIF-shipment the terms of the latest Incoterm will be used. That means, among other things, that in case of CIF-shipment the goods are insured by the buyer according to the normal FPA- or D-conditions (o.D.=Theft). Other risks will only be covered at wish and at the cost of the buyer.
3. In no way damages done by transport authorize late payment or to hold back the whole or a partial invoice total.
4. The choice of the way and path of shipment is up to the seller. Wishes of the buyer will be considered if possible.

VIII. Exclusion of liability

1. The right to claim damages by positive breach of claims, breach of duties contract-discussions and unauthorized actions is excluded. This is invalid at breach of essential duties or intended or negligent behavior of the seller, his authorities or his employees.
2. Any compensation is - provided that the damage is impeccably proven - limited to the doubled net invoice total of the processed defect wares.
3. For technical advice or its omission while processing the goods, the seller accepts no liability.

IX. Gurantee

1. Clemens C. Jentzsch GmbH guarantees, that the product sold is in accordance to this agreement is standard-quality with variations in quality and dimensions due to the fabrication and that it nearly meets the specifications given for this product by Clemens C. Jentzsch GmbH. There is no guarantee for characteristics not mentioned in the written specification. Neither for certain (re)processes. The seller does not - neither explicit nor silent - give any other guarantee of any kind concerning market ability and suitability of the product for a special purpose. The buyer takes the risk of the suitability of the product for the planned use and all risks resulting from handling or using the products, no matter if the products are in single use or are used in combination with other products. Any samples shown or given to the buyer (especially larger sample deliveries) are only to show the usual type and quality of the products and do not say that the products absolutely match that type or quality. Characteristics of samples are only guaranteed if this is confirmed by us in writing.
2. The buyer has to check the products immediately after receiving them. Notices of defects will only be considered before the product is processed and only if it is in writing, containing the number of Kolli and invoice. Eventually representative samples have to be sent. Obvious defects have to be brought to the sellers notice within 6 days, hidden defects within 60 days after receiving the goods. Notices of defects that are not claimed within the given cases and time limits or in cases that the goods were not treated or stored with the necessary care are excluded. Consignments that are - as agreed - declared as a sample do not give any right for a notice of defect.
3. Minor quality and waste exclude the right of a notice of defect. In case of justified notices of defect the product will either be exchanged or taken back with refund of the price at the choice of Clemens C. Jentzsch GmbH. In case of a proven and accepted deficit in quantity Clemens C. Jentzsch GmbH has the choice to either send the missing products or an adequate credit. Further rights of guarantee are excluded.
4. Returns are only valid with the acceptance of the supplier.

X. Trademarks

Trademarks under which the goods are delivered for the aforementioned processed wares are not to be used without the former approval of the seller.

XI. Applicable right and venue. Place of fulfilment and legal venue Hamburg.