General Terms and Conditions of Sale

1. Orders
Our offers are non-binding. All orders must be received in writing and must be based on the current catalogue prices and packing units. Orders and oral agreements shall only be binding on us if and in so far as we confirm them in writing or on a form, or by sending the goods together with an invoice. Deviations from our contractual terms and general terms and conditions of sale, in particular the Buyer's conditions or general terms and conditions shall only apply if we confirm or accept them in writing. We may store, process and pass on data arising from goods and payments transactions with the Buyer.

2. Invoicing
The invoices shall contain the prices valid on the day of shipping. If these prices have increased since the date the contract was concluded, the Buyer may cancel the order no later than 14 days after notification of the price increase. The right to cancel the order shall not apply in the case of price increases resulting from an increase in freight tariffs or in VAT. The catalogue prices are net prices and do not include VAT.

3. Payment
In the event that we accept bills, the Buyer shall be responsible for discount and bank charges. We give no guarantees for punctual presentation and protesting. The Buyer may not set off against our accounts receivable or exercise a right of retention. If there are any doubts as to the Buyer's liquidity, or if the terms for making payments are exceeded, we may request payment in advance and cancel any terms for payment that we may have granted. If payments are not made on time we may demand interest at standard bank rates from the due date without a reminder.

4. Delivery and acceptance
If the delivery period is exceeded, the Buyer shall set a suitable period of grace. In the event of non-performance or default in delivery we shall only be liable to the invoice value of the goods we have not delivered or have not delivered on time. Our obligation to deliver shall be suspended during any period in which the Buyer is in default with a due payment. This shall not affect our other rights. Breakdowns, failures by our suppliers to meet deadlines or deliver goods, scarcities of raw material, energy or labour, strikes, lockouts, difficulties in procuring transport, traffic dislocations, government actions and force majeure shall exempt the affected party from its obligation to deliver or accept delivery for the period and to the extent of the disturbance. If a delivery is delayed in this way by more than one month, we may rescind the contract with regard to the amount of goods affected by the disturbance to the delivery or the acceptance of delivery.

5. Shipping
We deliver orders with a minimum net value of EUR 500.-- (Sonavelle EUR 300.--) carriage paid to the Buyer's receiving station within the Federal Republic of Germany. All shipments shall be at the Buyer's risk. We shall have the right to choose the type of shipment and the shipping route. We shall make every effort to take the Buyer's wishes into account. The Buyer shall pay any extra costs this causes. A minimum quantity surcharge of EUR 10.-- shall apply to orders with a net goods value of less than EUR 26.--.

6. Guarantee and liability
Where this is advisable in accordance with the regular course of business the Buyer shall test whether the delivered goods are in perfect condition and are suitable for the intended purpose, if necessary by means of a sample processing. If the Buyer does not test the goods, we shall not be liable in any way. Complaints regarding the quality or the quantity must include the date of the order and the invoice and shipping number. Obvious defects must be notified immediately after receipt of the goods. If the Buyer fails to make a notification, the goods shall be deemed to be approved, unless the defect is one which the Buyer could not detect in an inspection. If a hidden defect is detected at a later date, the Buyer shall notify the defect at the place of shipping without delay after detection but no later than 6 months after despatch; if this is not done, the goods shall be deemed to be approved. We shall respond to complaints of defects which have been made correctly and are founded by granting a discount, re-working, exchanging or taking back the goods against reimbursement of the purchase price. Buyers may not return goods which are the subject of complaints without our express agreement. Buyers may not claim damages and may not withdraw from the contract in particular for consequential damages resulting from the chemical composition, the effect of the active ingredient, natural wear and tear, force or incorrect use.

7. Information and advice
We provide information on processing and using our products, technical advice and other information to the best of our knowledge, but this is without any commitment and we shall not in any way be liable for the information or advice.

8. Retention of title
Goods delivered shall remain the property of Elefant-Chemie; Breuhan GmbH & Co. VertriebsKG until full and complete payment, including of future accounts receivable arising from the business relationship. The Buyer may resell the reserved goods only in the scope of normal business transactions. Sales in the framework of the sale of a business as a whole or leasing shall not be deemed to be sales in the scope of normal business transactions and shall require our consent. In the event of resale, the Buyer hereby assigns to us all purchase-money claims against the purchasers arising from the resale. This assignment shall initially be undisclosed, i.e. shall not be disclosed to the purchasers. The Buyer may collect the accounts until further notice. However, he may not dispose of the claims in any way, e.g. by assignment. We shall have the right to revoke the authority to collect and to collect the accounts ourselves. However, we shall refrain from doing this as long as the Buyer duly fulfils his obligations to pay. At our request the Buyer shall inform purchasers of the assignment. In addition, he shall on request notify us of the names of the purchasers and the amount of the assigned accounts receivable, and shall provide all information that is required to pursue the assigned accounts receivable. The Buyer shall inform us in writing of seizures and attachments of goods and/or accounts receivable by third parties or of other claims made by third parties with regard to the goods. In the event of seizures and attachments the Seller shall also be provided with a copy of the sheriff's return and an affidavit stating that the retention of title agreed in these present conditions is still in existence and that the seized goods are among those which are subject to the retention of title agreed here. If accounts receivable are attached, an affidavit shall be provided stating that these are accounts receivable arising from the sale of reserved goods. In the case of processing, combining or mixing with goods belonging to us we shall acquire co-ownership pursuant to ss. 947, 948 of the German Civil Code.

9. Place of performance and venue
The place of performance for bilateral obligations arising under the contractual relationship shall be Anderten, Hanover. The parties agree that the courts in Hanover shall be the locally competent courts for all disputes arising under the contractual relationship. This agreement shall also apply to claims arising from cheques and bills of exchange.

10. Severability clause
If any of the above conditions are invalid, this shall not affect the validity of the remaining clauses.

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