Our deliveries and related services are subject exclusively to the following terms and conditions of sale. No other terms and conditions shall become part of the contract, even if we do not expressly object to them. Any deviation from the present Terms of Sale require our express written approval. The Terms of Sale shall apply only if the Buyer is an entrepreneur, Sect. 14 BGB (German Civil Code), a legal person under public law, or a special fund under public law.
1. Offers / Conclusion of contract
1.1 All our offers are made without obligation.
1.2 The order the Buyer places for goods shall be considered a binding offer to contract. Unless such order states otherwise, we are entitled to accept such offer to contract within two weeks from receiving it.
1.3 Acceptance may be declared either in writing (e.g. by confirming the order) or by delivering the goods to the Buyer.
In the event that, within the period of time between the conclusion of the contract and delivery, we generally change our prices for the products to be delivered, we shall be entitled to apply the price that is valid on the day of delivery. In the case of an increase of the price, the Buyer shall be entitled to withdraw from the contract within 14 days of the notification of the price increase.
3. Product information
Deviations from product information are permitted, provided they are insignificant or unavoidable despite exercising all due care.
4. Loading, delivery
4.1 In the case of loading ex works, storage, or the shipping point, the net weight determined there shall apply.
4.2 Delivery times are non-binding and subject to change.
4.3 In the case that „carriage paid to agreed destination“ (CPT ) is agreed for delivery, the risk of loss or damage shall pass to the Buyer on delivery of the goods to the first carrier. This shall apply even if the goods are delivered to the carrier at a location other than the place of performance. The Buyer shall give notice of any goods damaged in transit directly to the shipping company and send a copy of such notice to us, within the prescribed special time limit.
We deliver our products in their original shipping units on the basis of our current valid price list.
6.1 Payment date: In the absence of any other payment arrangements, payment shall be effected in full within 30 days from the invoice date.
6.2 Punctuality: A payment shall be considered punctual, if, on the due date, the invoiced amount is credited to the account stated in the invoice.
6.3 Late payment: We are entitled to charge interest on the purchase price at the then applicable statutory rate of default interest, without any prior warning. We reserve the right to claim additional damages caused by default. Our claim to commercial default interest (Sect. 353 of the German Commercial Code – “HGB“) vis-à-vis merchants shall not be affected.
7. Advice and information
We provide all advice and information to the best of our knowledge and based on our research work and experience. All information and data relating to the suitability and use of our goods is non-binding, in particular it shall not qualify as a guarantee as defined by Sect. 444 BGB. It does not release the Buyer from carrying out own inspections and tests.
8. Claims based on defects
8.1 The Buyer’s claims based on defects are subject to the Buyer’s own fulfilment of his statutory obligations to inspect the goods and give notice of any defects (SS 377, 381 HGB). If a defect emerges during inspection or thereafter, we must be notified in writing without delay.
Such notice is without delay if it is made within two weeks, dispatch of the notice within that deadline sufficing for observance thereof. Irrespective of the obligation to inspect the goods and give notice of defects, the Buyer shall make written notice of any evident defects (including delivery of the wrong goods or short deliveries) within two weeks from delivery, dispatch of the notice within that deadline sufficing for observance thereof. If the Buyer fails to make the due and proper inspection and/or notice of a defect, our liability for any defect not notified shall be excluded.
8.2 In the case of justified notices of defects, we will subsequently deliver the missing quantities or exchange the goods. Should we not be able to exchange the goods or if the replacement delivery is defective, we will, at the Buyer’s choice, either take back the goods or grant a price discount.
8.3 We are entitled to make subsequent delivery conditional upon the payment of the due purchase price by the Buyer.
8.4 The Buyer shall be liable for ensuring that the products we deliver comply with the valid laws and regulations in the country of destination, especially regarding import, delivery, storage, and use.
9.1 Unless otherwise stipulated in the present Terms of Sale including the provisions herein-below, our liability for breaches of contractual and non-contractual obligations shall be governed by statutory law.
9.2 We shall be liable for damages – regardless of their cause – in the case of wilful intent and gross negligence within the framework of the fault-based liability regime. In the case of simple negligence, we shall be liable according to statutory provisions under reservation of a milder liability regime (e.g. the level of care exercised in own matters)
a) for damage resulting from an injury to life, the body, or health,
b) for damage resulting from the significant breach of an essential contractual obligation (an obligation the fulfilment of which is conditio sine qua non for the due performance of the contract and upon the observance of which the contracting party may regularly rely); in this case, however, our liability is limited to compensation for the foreseeable damage that typically occurs.
9.3 The limitations of liability resulting from No. 9.2 shall also apply in the case of a breach of an obligation by, resp. for the benefit of, a person for whose fault we are responsible for under statutory law. They shall not apply in the case that we fraudulently concealed a defect, or granted a guarantee for the quality of the goods, and/or for claims of the Buyer based on the German Product Liability Act (German: Produkthaftungsgesetz).
10.1 The Buyer’s claims based on defects shall expire one year from the start of the statutory period of limitation.
10.2 The abovementioned limitation periods under the laws governing the sale of goods or services shall apply likewise to contractual and extra-contractual damages claims of the Buyer that are based on a defect of the goods, unless the application of the regular statutory limitation period (SS 195, 199 BGB) would lead to a shorter limitation period in the individual case. Damages claims of the Buyer within the framework of the fault-based liability regime in the case of wilful intent and gross negligence, for damage from an injury to life, the body, or health, and under the German Product Liability Act, shall expire exclusively in accordance with the statutory limitation periods. Other special limitation statutes, in particular in the cases of third party claims to in rem surrender (Sect. 438, para. 1, no. 1), seller’s malicious or fraudulent intent (Section 438, para. 3), and/or recourse against the supplier in the case of end delivery to a consumer (Sect. 479 BGB), shall not be affected.
11. Force majeure
All and any events and circumstances which to prevent is beyond our control, e.g. nature phenomena, war, industrial action, shortages of raw materials and energy, unavoidable transport or operational disruption, damage caused by fire and/or explosion, sovereign acts, and all other cases of force majeure, shall release us from our contractual obligations for the duration of the disturbance and to the extent of its impact. This shall apply likewise if the events or circumstances foreseeably render the performance of the transaction uneconomical in the long term, or occurred at our suppliers. If such an event continues for longer than 3 months, we are entitled to withdraw from the contract.
12. General clarification related COVID-19 crisis
12.1 For suppliers: COMPO EXPERT GmbH does not accept any exclusion from liability related to the coronavirus pandemic. This notwithstanding, we will accept delays of delivery that are caused by the coronavirus pandemic. Should any such delay exceed 4 weeks from the envisaged delivery date, however, COMPO EXPERT GmbH shall be free to refuse further performance and shall be released from any obligations for the pertinent transaction.
12.2 For customers: The coronavirus pandemic causes uncertainty whether our suppliers will be able to meet their delivery dates. While COMPO EXPERT GmbH will use all reasonable efforts to ensure proper performance of the contract, we are subject to the same uncertainties. As a result, any disturbance caused by the coronavirus pandemic shall release us from our contractual obligations for the duration of the disturbance and to the extent of its impact. This shall also apply if these circumstances make the execution of the contract uneconomical for the foreseeable future, or if such circumstances occur at our suppliers only. If any such event lasts longer than 3 months, we are entitled to withdraw from the contract.
13. Set-off, right to withhold performance and retention rights; security
13.1 Off-setting against claims other than undisputed claims or claims that are res judicata, and exercising retention rights or rights to withhold performance on the grounds of claims other than undisputed counterclaims or counterclaims that are res judicata, shall require our prior approval.
13.2 In the case of founded doubts as to the Buyer’s ability to pay, in particular if the Buyer is in arrears with payment, we may demand security and/or revoke any payment dates granted, under reservation of additional claims for other deliveries.
14. Reservation of ownership
We reserve our ownership of the goods delivered until all payments have been fully effected.
Trade terms shall be interpreted in line with the valid Incoterms as amended at the time of the conclusion of contract.
16. Place of performance, place of jurisdiction and applicable law
16.1 The place of performance for the Buyer and the place of performance is Münster. We are entitled, however, to also bring an action against the Buyer at his general place of jurisdiction.
16.2 The contract is governed by German law to the exclusion of UN Sales Law.
16.3 In the case of the invalidity of one or more than one provisions in the present Terms of Sale, the contracting parties shall agree a valid substitute provision that comes as close as possible economically to the invalid provision.
17. Contract language
In case these General Conditions of Sale/Export are made known to Buyer in his native language in addition to the language in which the sales contract has been concluded (“contract language”), this is merely done for Buyer’s convenience. In case of differences in interpretation, the version in the contract language shall be valid.
Münster, November 2019
COMPO EXPERT GmbH
Company’s registered offices Münster
Register court Amtsgericht Münster
Registration no. HRB 14034