General Terms and Conditions

General Terms and Conditions

1. General


The following conditions apply to all sales and delivery contracts.Verbal agreements by word of mouth or by telephone are only valid if they have been confirmed by us in writing.All contracts shall only become effective upon our written confirmation, unless such contracts were concluded in writing on our behalf by provably authorized persons.Should any clause in these general sales and delivery conditions be null or invalid, the validity of the remaining parts shall not be affected.Insofar one of the following regulations is not valid towards non-merchants, it will be explicitly maintained towards full merchants.


2. Delivery


In all deliveries the proper and timely self-supply is reserved.If we are not timely self-supplied for reasons for which we are not accountable, we are entitled to withdraw from the contract.The same applies to malfunctions (strikes etc.), which not only cause a temporary delay in the delivery.I case of delays in deliveries and services due to force majeure and due to events that make it significantly difficult or impossible for us to deliver (these include interruptions of operation, strikes and lock outs) we are not to be held responsible for binding agreements regarding periods and deadlines.You authorise us to postpone the delivery or service for the duration of the obstruction, plus a reasonable preparation time, this not arising any claim for damages from the purchaser.In case the delay lasts longer than 10 weeks, the purchaser is entitled, after a reasonable extension in written form, to withdraw from the contract regarding the parts not yet fulfilled.


In case we are delayed with the delivery, the purchaser must approve a reasonable extension of a minimum of 3 weeks.Prior to expiry of this extension the purchaser is not entitled to claims for a delayed delivery.Partial deliveries are permitted.If delays or other defective performance occur during partial deliveries, or if a partial delivery cannot take place at all, the purchaser is not entitled to withdraw from the contract unless the partial performance of the contract is of no interest to them.As long as the purchaser is delayed with a due payment, we are entitled to condition every further delivery with a payment in advance up to the amount of the price of the delivery.This also applies when the financial circumstances of the purchaser are worsened or they are unable to comply with their duty according to their own proclamation.If the payments of the purchaser are delayed, we are also entitled to set a reasonable extension and to rescind the contract according to our choice, or to demand a compensation for damages due to non-fulfilment, if the payment does not take place after expiry of the extension.

A warning of rejection is not required.The dispatch takes place at the purchaser's risk and expense, also in cases of carriage paid delivery or when the transport is performed by an employee of the purchaser or a third party hired by the seller.This also applies for any return.If the dispatch is delayed by request of the purchaser or due to other reasons of which the purchaser is responsible, the risk is passed over to the purchaser with the notification of the readiness for dispatch.Unless otherwise agreed in writing, we shall determine the shipping route and the mode of transport.We will insure the dispatch solely upon the express request of the purchaser and at their expense.


3. Notice of Defects and Warranty


The complaint about obvious defects and recognisable deficiencies has to take place immediately.A notice of defects is immediate when it takes place in the 8 days following the reception of the product by the purchaser.Examination and claim obligations for merchants in accordance with the German Commercial Code (HGB) § 377 and § 378 remain unaffected.In the event of a justified complaint, we shall deliver a replacement of the goods.Should the substitute delivery fail, the purchaser is entitled to demand reduction of purchase price.If the purchaser claims defects, they are obliged to take over and customarily storage the delivery, in order to enable an immediate expert review of the complaint.A return of defective goods can only take place with our approbation.We only take responsibility for the goods delivered by us that we have obtained from a third party as far as our providers take over the guarantee for their products and the actual replacement or compensation for damages that they offer.

Damage caused by materials or workmanship defects will be compensated by our suppliers according to their choice either by repair or by delivery of new parts.In case of proven deficiencies we commit to immediately designate the supplier for the purpose of claims.By this designation we transfer our warranty claim against the respective supplier to the purchaser.Our contractual and legal liability, especially for delays, impossibility, any other infringements of the contract, negligence at the conclusion of the contract, unauthorised actions, etc. remains limited to intentionality and gross negligence.This also applies to the liability of our legal representatives, vicarious agents and any other employees and people hired by us.If the purchaser is a merchant, we are not liable for damages which we could not foresee and which fall within the sphere of control and the risk area of the purchaser.

The purchaser can only offset undisputed or legally established claims, or assert a right of retention on account of such claims.


4. Payment


Payment must take place within 14 days ./. with a 2% discount or within 30 days net from the invoice date, as long as it has not been expressly agreed otherwise in written form.Bills of exchange and checks shall not apply as cash payment as long as they are accepted; they shall only be accepted as conditional payment.If payment is delayed, we are entitled to charge interest amounting to 8% above the base rate of the European Central Bank.The assertion of further damages incurred by us as a result of default in payment shall remain unaffected.


5. Reservation of Title


We reserve title to the goods delivered by us until full payment of the price of delivery, including costs, interest and other ancillary claims.The purchaser is entitled to dispose of the goods subject to our reservation under a normal course of business.A sale or other transfer as part of a normal course of business does not apply if the customer of the purchaser has excluded the assignment to the seller of those claims that the purchaser is entitled to from the sale or other transfer of the goods to the customer.The purchaser hereby assigns all claims arising from a sale or other transfer of goods which are subject to our reservation, to us.


The purchaser is obliged to disclose upon request and at any given time their customer and the existing claims against themselves, as far as they concern claims assigned to us.The handling and processing of goods under our reservation of title always takes place on our instructions, this not implying any liability for us.If the goods under our reservation of title are mixed or linked to other objects, the purchaser transfers their title rights to the mixed stock or the new object to the seller.Instead of a material delivery, the purchaser keeps the new stock or object safe for the seller.The purchaser must inform us upon request and at any given time about the handling and processing of goods under our reservation of title.


The reservation of title does not constitute withdrawal from the contract.If we take back goods under reservation of title, the purchaser hast to reimburse the costs corresponding to the withdrawal.If the value of our securities exceeds our claims by more than 20%, we will unfreeze the exceeding securities.We will decide which securities to unfreeze at our own discretion.The purchaser must inform us immediately about third party policies that can restrict our securities.


6. Place of Fulfilment and Court of Jurisdiction


The place of fulfilment is Ritterhude.If the purchaser is a merchant or otherwise entitled to a venue clause, the jurisdiction shall be Bremen.The law of the Federal Republic of Germany shall apply.


7. Price Adjustment


If after the conclusion of the contract our costs raise unpredictably due to the increase of standard wages, price of raw materials, freight and carriage, exchange rates, taxes, custom's duties, or any other public charges, the agreed-upon purchase price shall increase in proportion to the additional costs accruing to us therefrom.

This does not apply to goods that must be delivered within 2 months after the conclusion of the contract, unless the delivery takes place as part of a permanent contract.


8. Severability Clause


Should one or more clauses in these general sales and delivery conditions be invalid, the validity of the remaining clauses shall not be affected.

The concerning determination is to be construed in such a way that the original aimed economic and legal purposes are achieved as far as possible.


9. The acceptance of the sales and delivery conditions is declared unless, not later than 3 days after the reception of this sales confirmation with the sales and delivery conditions, the purchaser makes a written objection; our maintaining silence in relation to any conditions of sales or others sent to us by the purchaser shall not be taken to imply their acceptance.

RITTER Chemie GmbH & Co.KG
Stendorfer Straße 3 - 27721 Ritterhude


Tel.: 04292 / 81 63-50 Fax: 04292 / 81 63-59