Terms and Conditions  
     
  I. General things  
  II. Offers and Commissions  
  III. Prices  
  IV. Conditions of Payment  
  V. Deliveries, dates and periods of delivery  
  VI. Shipping  
  VII. Quality, amounts and weights  
  VIII. Guarantee, Liability  
  IX. Property reservations  
  X. General things – court jurisdiction  
     
 
  I. General things
 
1.) The following terms and conditions are valid to all transactions, arrangements and negotiations, including those to come, between SALUX and its business partners. The terms and conditions of our partners are just accepted as long as they correspond to our own or are explicitly confirmed by us in written form. Shall be deviated from the following terms and conditions, it is necessary that a explicit written arrangement is made previous to any arrangement of business matters. A written declaration, which both sides agreed on, is the only way to ignore these terms and conditions.
 
2.) Every commission given, either written, by tele-printer, by telephone or by word of mouth needs to be explicitly confirmed by us and underlies our terms and conditions. Our representatives, travellers, or other agents are not authorised to change these terms and conditions. Neither are they allowed to find contradictory agreements.
 
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  II. Offers and Commissions
 
1.) Our offers are never binding.
 
2.) Arrangements, transactions, commissions, declarations and other obligations become binding whenever they are explicitly confirmed by us in written form.
 
3.) In case of unconfirmed work on commissions, owing to special circumstances, the commission is therewith declared confirmed and underlies our terms and conditions.
 
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  III. Prices
 
1.) Our prices are net factory prices in Euro including standard packing.
 
2.) The value added tax, valid on the day of delivery, will be added.
 
3.) The prices valid the day of delivery will be stated agreed on, if doubts occur because of price differences resulting from changes of price-lists. All previous arrangements concerning price lose validity.
 
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  IV. Conditions of Payment
 
1.) All our bills are to be paid immediately without deduction.
 
2.) We grant a maximum of 30 days, counting date on bill, to pay the bill. Furthermore we grant a discount of 2% in case the bill is paid within 10 days, counting date on bill.
 
3.) Delay of Payment occurs without reminder automatically after 30th day after date on bill.
 
4.) We charge delay interest of 5% above the discount rate of the Deutsche Bundesbank, but at least 8% per commission, starting the day of delay.
 
5.) We accept bills of exchange only after explicit written agreement and just for payment on principle. We reserve ourselves to return bills of exchange at any time under exclusion of legal protest. All costs, including bills of exchange and discount fees have to be paid by the purchaser.
 
6.) In order to make use of the rights of settling accounts or retaining against our demands, it is neccessary that the pursued claims are uncontested or legal.
 
7.) In case of entering delay of payment, all other conditions of payment automatically lose their validity. We are authorised to accept outstanding and future deliveries only via pre-payment.
 
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  V. Deliveries, dates and periods of delivery
 
1.) Dates of delivery are only binding for us when we explicitly agreed on them in written form. Periods and dates always refer to the date of shipping. Our duties of delivery are always under reservation of self supply according to the rules. The declaration of our supplier not being on time excludes an illegal delivery delay even though we are not able to deliver on time.
 
2.) The same applies to force majeure, including strikes, locking out, mobilization, war, blockade, prohibition of import and export, lack of resources and burning material, fire, blocking of traffic, disturbing the factory including communication facilities as well as all circumstances that keep our suppliers and deliverers from being on time. In those cases we are authorised to delay deliveries until the obstruction is removed or even cancel contracts.
 
3.) We are allowed to deliver partially. It is our choice where the product will be produced.
 
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  VI. Shipping
 
1.) We decide about routes of shipping, transport, packing material as well as preservatives. Insurances, preservatives and other instructions given by purchaser will be charged and follow the rules of payment above. We follow the shipping rules of the BGB and HGB. This means that any risk, including confiscation, is passed on to the purchaser as soon as the first carrier or forwarder loads the products but not later than leaving the production ground or depot. This also applies when we by way of exception and special negotiations took over insurance, carriage-free delivery or transport. Even in those cases apply the shipping-rules of the codes above without limitation.
 
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  VII. Quality, amounts and weights
 
1.) If any further agreements were not stated, we deliver our products according to ordinary trade condition and quality.
 
2.) If a model is used for selling a product, it is to be regarded as a model of type to give an approximate description.
 
3.) We are liable for the qualifications of our products concerning the purchaser’s ideas of use.
 
4.) In case of delivering special, client-individual products it is permitted to have changes in fabrication-conditioned amounts of delivery of +/-10%, without influencing price and contract.Quality, amounts and weights
 
1.) If any further agreements were not stated, we deliver our products according to ordinary trade condition and quality.
 
2.) If a model is used for selling a product, it is to be regarded as a model of type to give an approximate description.
 
3.) We are liable for the qualifications of our products concerning the purchaser’s ideas of use.
 
4.) In case of delivering special, client-individual products it is permitted to have changes in fabrication-conditioned amounts of delivery of +/-10%, without influencing price and contract.
 
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  VIII. Guarantee, Liability
 
1.) Defects and the lack of promised qualities need to be reprimanded to us via telephone or fax immediately after discovering. The processing must not be carried on!
 
2.) Rebukes concerning visible defects and lacks can only be announced during the first week after arriving of the products at the point of destination. The period for hidden defects and lacks is three weeks. When those periods have passed without reprimanding, the products are automatically declared free of defects and lacks. The same applies without limitation when the products are being further processed, mixed up or shipped on without our explicit written permission.
 
3.) In case of defect rebukes, the purchaser is committed to give samples of the products or the products themselves to the factory in Sangerhausen in order to check the products. If the purchaser rejects to do so, he will lose any guarantee.
 
4.) If we have to grant guarantee, we will, according to our choice, exchange defect material with defect-less material, refund the price of purchase or grant a discount. Excluded from our guarantee are cancellations of contracts as well as granting compensations, replacement of resulting defects, including costs for waiting-periods, reconstructing, wages, sorting, storing et cetera.
 
5.) If rebukes are only justifiable for partial deliveries, the rights of the purchaser will only apply to those partial deliveries. All the other deliveries will not be influenced.
 
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  IX. Property reservations
 
1.) All delivered Products will stay our property until the purchaser fulfils all present and future claims, resulting from any business connection (no matter what legal reason), including arising interests or costs, like change or bank fees.
 
2.) The purchaser is only allowed to process or resell goods, in the ordinary way of business, as long as the payments are not delayed and he is obeying his duties stated in the contract. Claims he is entitled to collect from doing otherwise he has to cede to us. We will only publish the previous in cases of delays of payments.
 
3.) The purchaser is allowed to collect the money from disposals and processing of our products as long as we are not revoking, which is legal at any time. We will only use our right of revocation when the payments are delayed.
 
4.) As producer we do not have any duties concerning processing of our products as long as they are not fully paid. The processed goods have to be considered reserved goods, as well. parts of the final product.
 
5.) The purchaser has to store reserved goods separately if we ask him to do so. He has to mark it and stop processing in case there is a delay of payments. He has to return the material to us or some representative of ours. It is not necessary for us to cancel the contract in advance. If the delay of payment continues we are allowed to freely sell the material with regards to open claims.
 
6.) It is not permitted to pawn reserved goods or to transfer it as security as long as we did not explicitly permit it in written form. The purchaser has to inform us immediately if it comes to seizures of the reserved goods or other value reducing steps. The purchaser will be charged the costs of necessary steps in order to pursue our rights.
 
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  X. General things – court jurisdiction
 
1.) The rights and claims of the purchaser are settled in the previous conditions. Especially demands concerning impossible services are excluded. Responsibility when signing contracts, positive breach of contract as well as not permitted action, as long as it is legally possible. This includes completeness and correctness of given advice in connection with delivery and instructions of use and processing. We are not liable for claims resulting from given advice.
 
2.) As far as claims arise in connection with deliveries, for whatever legal reason, they are limited to the value of our delivery. Concerning partial deliveries or partial work it is limited to this share.
 
3.) In case some of the regulations above do not apply, the others are not influenced.
 
4.) For the legal relations between us and our business partners apply exclusively the laws of the Federal Republic of Germany. The “Einheitlichen Kaufgesetze” are excluded. The place of fulfilment of delivery and payment is for both sides the place of business and legal seat of the seller. Court jurisdiction is Sangerhausen for both partners. This applies also for change and cheque suits. We are also permitted to pursue our rights at the court jurisdiction of the prurchaser.
 
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