quadral GmbH & Co. KG
General Standard Terms and Conditions
1. Validity
Our products, services and offers are all exclusively covered by these General Standard Terms and Conditions. They also apply to all future business relationships even when not specifically agreed in future. Conflicting General Standard Terms and Conditions of the purchaser are herewith annulled. Deviations from these General Standard Terms and Conditions only become effective when they are confirmed in writing by the head office of quadral GmbH & Co. KG, 30419 Hannover/Germany. Our staff do not have the authorisation to issue verbal ancillary agreements or verbal undertakings beyond the contents of the written agreement.
2. Offer and sales contracts
Our offers are subject to change without notice. Declarations of acceptance and all orders only become legally valid after the issue of our written confirmation, which can also be associated with a bill of sale. The same applies to supplements, changes or ancillary agreements.
3. Period of delivery and time of performance
Delivery deadlines or dates only become binding when issued in writing by the head office of quadral GmbH & Co. KG in Hannover/Germany. We will immediately inform the customer if we are unable to deliver the products correctly and punctually ourselves. We cannot be held responsible for delays in the provision of products and services attributable to force majeure and events which make delivery impossible e.g. strikes, lock-outs, official decrees, operational disruptions caused by fire, water or similar circumstances, energy shortages, etc., affecting us and/or our upstream suppliers or subcontractors. These result in extensions to the agreed deadlines and dates for the duration of the hindrance plus an appropriate period. If the aforementioned reasons ultimately make it impossible or incapable for us to fulfil the deadline, we shall be released from our obligations to fulfil the performance. The purchaser shall set a reasonable period within which to fulfil the performance. The purchaser has the right after the end of this set period to withdraw from the unfulfilled part of the agreement. If we are partially or completely released from a delivery obligation, this shall not endow the purchaser with any claims for damages unless we are culpable of intention or gross negligence. We have a right to make partial deliveries and partial performances.
4. Prices and payment conditions
Our prices are net prices. The applicable value added tax rate as well as any other special charges (e.g. Gema charge) must be added to the net prices. For sales exceeding Euro 500, our prices also include the transport costs in normal packaging to the station of destination or post office of destination. Ancillary costs such as insurance premiums, costs for non-standard packaging, special forms of dispatch (express, Intercity courier, etc.) are borne by the purchaser and are billed separately. Our bills are due immediately after issuance without deduction unless the contractual parties have agreed otherwise. A payment is considered to have been successfully made when we have control over the amount. When payments are made by cheque, the payment is only considered to have been settled when the cheque has been cashed. Cheques are only accepted on account of performance in the case of delays in payment. We have the right, with the proviso of issuing claims for further damage, of charging penalty interest on arrears of 5 % p.a. above the relevant basic interest rate of the European Central Bank unless the purchaser can prove that we have not suffered damage caused by delayed performance or that the amount of damage caused by delayed performance is different. If the purchaser fails to fulfil its contractually agreed payment obligations, such as when a cheque issued by the purchaser is not honoured, or if the purchaser suspends its payments, or when other circumstances become known which raise doubts about the purchaser’s creditworthiness, we are justified in immediately requesting payment of the remaining debt even if cheques have been accepted. We have the right to demand advance payment or the provision of securities. The purchaser only has the right to offset, refuse performance or reduce the price paid – even when lodging complaints or counterclaims – when these counterclaims have been legally confirmed or are undisputed. Returned deliveries shall only be accepted if such deliveries are clearly marked with our return sticker with an R-number. Return deliveries without this R-number shall be refused. The same applies to equipment for repair or servicing.
5. Passage of risk
Risk is transferred to the purchaser as soon as the consignment has been transferred to the company undertaking the transport and has left our warehouse for the purpose of shipment. If the purchaser requests a separate confirmation of delivery and this confirms that the purchaser properly received the goods, we shall charge at least Euro 25.- for providing said confirmation. In the event that shipment proves impossible for reasons outside of our control, risk is transferred when we inform the purchaser that the consignment is ready for shipment.
6. Warranty
The purchaser is obliged to immediately check consignments for external transport damage. If such damage is present, the freight forwarding company (transport company) must be immediately informed in writing upon receipt of the goods – failure to do so releases us from all liability. The purchaser must immediately issue in writing any complaints concerning the amounts or condition (physical defects) of the delivered goods. In the case of justified complaints – also concerning the absence of pledged properties – we have the choice of remedying the fault or replacing the goods. If we fail to meet a reasonable time period within which to make the performance without remedying the problem or sending a replacement, or if it becomes impossible to remedy the problem or send a replacement, or if the remedy fails, the purchaser has the right to either back out of the agreement (cancellation of sale) or reduce the purchase price. Other claims such as claims for damages in particular, are excluded unless we are culpable of intention or gross negligence.
7. Reservation of ownership
The supplied goods remain our property until complete payment of all the purchaser’s liabilities concerning the business relationship with us, and in particular also any current account balance. Until revoked, the purchaser has the right to sell the goods as part of standard business practice subject to our retention of ownership rights as long as the purchaser has not defaulted on any payments to us. In the event that the conditional commodity is sold, the purchaser already assigns to us the claims against the buyer arising from the sale including all of the ancillary rights. The purchaser is authorised subject to cancellation to collect the transferred claims but has no rights to dispose of them in any other way. If the purchaser’s buyer insists on the issuance of a non-assignment clause, the purchaser must inform us of this intention immediately. In the event that the purchaser is unable to provide any other adequate form of security to cover our claims, we have the right in such cases to prohibit the sale of the goods supplied by us to buyers prohibited from offsetting. If the purchaser defaults in making payments to us, we have the unreserved right to reclaim the conditional commodity and sell it as we see fit, as well as notifying the third-party debtor of the assignment and collecting the claims ourselves. The purchaser is obliged to supply us upon request with details of the inventory of conditional commodities and assigned claims. The purchaser shall inform us immediately if third parties gain access to the conditional commodities or the assigned claims, and to support us in lodging our rights, in particular by taking the necessary remedies in law to uphold our rights. The purchaser is obliged to insure the conditional commodity in accordance with the principles of a prudent businessman and already assigns to us all insurance claims or other replacement claims arising from the loss or deterioration of the conditional commodities. If the overall value of the securities extended to us exceeds our claims by more than 20 %, we are obliged to release the goods at the request of the purchaser.
8. Claims for damages
Claims for damages arising from impossibility of fulfilling a performance, or positive breach of an obligation, or violation of mutual confidence in the preparation of a contract (culpa in contrahendo) against us as well as against our vicarious agents and persons employed in performing an obligation are excluded unless we are culpable of intention or gross negligence.
9. Place of fulfilment and jurisdiction
The place of fulfilment for deliveries and payments is Hannover/Germany. The place of jurisdiction for all disputes arising from the agreement, including legal proceedings concerning cheques, is Hannover/Germany in so far as the purchaser is a fully qualified merchant.
10. Partial invalidity
In the event that one of the provisions in these General Standard Terms and Conditions or a provision in another agreement is invalid or becomes invalid, this shall not affect the validity of all the other provisions or agreements.
Our products, services and offers are all exclusively covered by these General Standard Terms and Conditions. They also apply to all future business relationships even when not specifically agreed in future. Conflicting General Standard Terms and Conditions of the purchaser are herewith annulled. Deviations from these General Standard Terms and Conditions only become effective when they are confirmed in writing by the head office of quadral GmbH & Co. KG, 30419 Hannover/Germany. Our staff do not have the authorisation to issue verbal ancillary agreements or verbal undertakings beyond the contents of the written agreement.
2. Offer and sales contracts
Our offers are subject to change without notice. Declarations of acceptance and all orders only become legally valid after the issue of our written confirmation, which can also be associated with a bill of sale. The same applies to supplements, changes or ancillary agreements.
3. Period of delivery and time of performance
Delivery deadlines or dates only become binding when issued in writing by the head office of quadral GmbH & Co. KG in Hannover/Germany. We will immediately inform the customer if we are unable to deliver the products correctly and punctually ourselves. We cannot be held responsible for delays in the provision of products and services attributable to force majeure and events which make delivery impossible e.g. strikes, lock-outs, official decrees, operational disruptions caused by fire, water or similar circumstances, energy shortages, etc., affecting us and/or our upstream suppliers or subcontractors. These result in extensions to the agreed deadlines and dates for the duration of the hindrance plus an appropriate period. If the aforementioned reasons ultimately make it impossible or incapable for us to fulfil the deadline, we shall be released from our obligations to fulfil the performance. The purchaser shall set a reasonable period within which to fulfil the performance. The purchaser has the right after the end of this set period to withdraw from the unfulfilled part of the agreement. If we are partially or completely released from a delivery obligation, this shall not endow the purchaser with any claims for damages unless we are culpable of intention or gross negligence. We have a right to make partial deliveries and partial performances.
4. Prices and payment conditions
Our prices are net prices. The applicable value added tax rate as well as any other special charges (e.g. Gema charge) must be added to the net prices. For sales exceeding Euro 500, our prices also include the transport costs in normal packaging to the station of destination or post office of destination. Ancillary costs such as insurance premiums, costs for non-standard packaging, special forms of dispatch (express, Intercity courier, etc.) are borne by the purchaser and are billed separately. Our bills are due immediately after issuance without deduction unless the contractual parties have agreed otherwise. A payment is considered to have been successfully made when we have control over the amount. When payments are made by cheque, the payment is only considered to have been settled when the cheque has been cashed. Cheques are only accepted on account of performance in the case of delays in payment. We have the right, with the proviso of issuing claims for further damage, of charging penalty interest on arrears of 5 % p.a. above the relevant basic interest rate of the European Central Bank unless the purchaser can prove that we have not suffered damage caused by delayed performance or that the amount of damage caused by delayed performance is different. If the purchaser fails to fulfil its contractually agreed payment obligations, such as when a cheque issued by the purchaser is not honoured, or if the purchaser suspends its payments, or when other circumstances become known which raise doubts about the purchaser’s creditworthiness, we are justified in immediately requesting payment of the remaining debt even if cheques have been accepted. We have the right to demand advance payment or the provision of securities. The purchaser only has the right to offset, refuse performance or reduce the price paid – even when lodging complaints or counterclaims – when these counterclaims have been legally confirmed or are undisputed. Returned deliveries shall only be accepted if such deliveries are clearly marked with our return sticker with an R-number. Return deliveries without this R-number shall be refused. The same applies to equipment for repair or servicing.
5. Passage of risk
Risk is transferred to the purchaser as soon as the consignment has been transferred to the company undertaking the transport and has left our warehouse for the purpose of shipment. If the purchaser requests a separate confirmation of delivery and this confirms that the purchaser properly received the goods, we shall charge at least Euro 25.- for providing said confirmation. In the event that shipment proves impossible for reasons outside of our control, risk is transferred when we inform the purchaser that the consignment is ready for shipment.
6. Warranty
The purchaser is obliged to immediately check consignments for external transport damage. If such damage is present, the freight forwarding company (transport company) must be immediately informed in writing upon receipt of the goods – failure to do so releases us from all liability. The purchaser must immediately issue in writing any complaints concerning the amounts or condition (physical defects) of the delivered goods. In the case of justified complaints – also concerning the absence of pledged properties – we have the choice of remedying the fault or replacing the goods. If we fail to meet a reasonable time period within which to make the performance without remedying the problem or sending a replacement, or if it becomes impossible to remedy the problem or send a replacement, or if the remedy fails, the purchaser has the right to either back out of the agreement (cancellation of sale) or reduce the purchase price. Other claims such as claims for damages in particular, are excluded unless we are culpable of intention or gross negligence.
7. Reservation of ownership
The supplied goods remain our property until complete payment of all the purchaser’s liabilities concerning the business relationship with us, and in particular also any current account balance. Until revoked, the purchaser has the right to sell the goods as part of standard business practice subject to our retention of ownership rights as long as the purchaser has not defaulted on any payments to us. In the event that the conditional commodity is sold, the purchaser already assigns to us the claims against the buyer arising from the sale including all of the ancillary rights. The purchaser is authorised subject to cancellation to collect the transferred claims but has no rights to dispose of them in any other way. If the purchaser’s buyer insists on the issuance of a non-assignment clause, the purchaser must inform us of this intention immediately. In the event that the purchaser is unable to provide any other adequate form of security to cover our claims, we have the right in such cases to prohibit the sale of the goods supplied by us to buyers prohibited from offsetting. If the purchaser defaults in making payments to us, we have the unreserved right to reclaim the conditional commodity and sell it as we see fit, as well as notifying the third-party debtor of the assignment and collecting the claims ourselves. The purchaser is obliged to supply us upon request with details of the inventory of conditional commodities and assigned claims. The purchaser shall inform us immediately if third parties gain access to the conditional commodities or the assigned claims, and to support us in lodging our rights, in particular by taking the necessary remedies in law to uphold our rights. The purchaser is obliged to insure the conditional commodity in accordance with the principles of a prudent businessman and already assigns to us all insurance claims or other replacement claims arising from the loss or deterioration of the conditional commodities. If the overall value of the securities extended to us exceeds our claims by more than 20 %, we are obliged to release the goods at the request of the purchaser.
8. Claims for damages
Claims for damages arising from impossibility of fulfilling a performance, or positive breach of an obligation, or violation of mutual confidence in the preparation of a contract (culpa in contrahendo) against us as well as against our vicarious agents and persons employed in performing an obligation are excluded unless we are culpable of intention or gross negligence.
9. Place of fulfilment and jurisdiction
The place of fulfilment for deliveries and payments is Hannover/Germany. The place of jurisdiction for all disputes arising from the agreement, including legal proceedings concerning cheques, is Hannover/Germany in so far as the purchaser is a fully qualified merchant.
10. Partial invalidity
In the event that one of the provisions in these General Standard Terms and Conditions or a provision in another agreement is invalid or becomes invalid, this shall not affect the validity of all the other provisions or agreements.
