All supplies and the services associated with them shall be provided exclusively
on the basis of these General Conditions of Sale. References made by Buyer
to his general terms and conditions are hereby rejected. Seller's General
Conditions of Sale shall also apply to all future business. Deviation
from these General Conditions of Sale require the explicit written approval
of the Seller.
Seller's quotations are not binding offers but must be seen as invitations
to Buyer to submit a binding offer. The contract is concluded by Buyer's
order (offer) and Seller's acceptance. In case the acceptance differs
from the offer, such acceptance constitutes a new non-binding offer of
quality, specimens and samples; guarantees
Unless otherwise agreed, the quality of the goods is exclusively determined
by Seller's product specifications.
Identified uses under the European Chemicals Regulation REACH relevant
for the goods shall neither represent an agreement on the corresponding
contractual quality of the goods nor the designated use under this contract.
The properties of specimens and samples are binding only insofar as they
have been explicitly agreed to define the quality of the goods.
Quality and shelf-life data as well as other data constitute a guarantee
only if they have been agreed and designated as such.
Any advice rendered by Seller is given to the best of his knowledge. Any
advice and information with respect to suitability and application of
the goods shall not relieve Buyer from undertaking his own investigations
If Seller's prices or Seller's terms of payment are generally altered
between the date of contract and dispatch, Seller may apply the price
or the terms of payment in effect on the date of dispatch. In the event
of a price increase, Buyer is entitled to withdraw from the contract by
giving notice to Seller within 14 days after notification of the price
Delivery shall be effected as agreed in the contract. General Commercial
Terms shall be interpreted in accordance with the INCOTERMS in force on
the date the contract is concluded.
Notice of claims arising out of damage in transit must be lodged by Buyer
directly with the carrier within the period specified in the contract
of carriage and Seller shall be provided with a copy thereof.
with legal requirements
Unless specifically agreed otherwise, Buyer is responsible for compliance
with all laws and regulations regarding import, transport, storage and
use of the goods.
Failure to pay the purchase price by the due date constitutes a fundamental
breach of contractual obligations.
In the event of a default in payment by Buyer, Seller is entitled to charge
interest on the amount outstanding at the rate of 8 percentage points
above the base interest rate announced by the German Federal Bank at the
time payment is due if the amount is invoiced in euros, or, if invoiced
in any other currency, at the rate of 8 percentage points above the discount
rate of the main banking institution of the country of the invoiced currency
at the time the payment is due.
rights regarding defective goods
Seller must be notified of any defects that can be discovered during routine
inspection within four weeks of receipt of the goods; other defects must
be notified within four weeks after they are discovered. Notification
must be in writing and must precisely describe the nature and extent of
If the goods are defective and Buyer has duly notified Seller in accordance
with item 10.1, Buyer has its statutory rights, provided that:
a) Seller has the right to choose whether to remedy the defect or supply
Buyer with non-defective replacement goods.
b) Seller may make two attempts according to lit. a) above. Should these
fail or cause unreasonable convenience to Buyer, Buyer may either withdraw
from the contract of demand a reduction in the purchase price.
c) With regard to claims for compensation and reimbursement of expenses
on a defect, item 11 applies.
Buyer's claims for defective goods are subject to a period of limitation
of one year from receipt of the goods.
In the following cases the legal periods of limitation apply instead of
the one-year period:
a) liability for wilful misconduct,
b) fraudulent concealment of a defect,
c) claims against Seller relating to the defectiveness of goods that when
applied to a building in the ordinary manner caused it to be defective,
d) claims for damage to life, body and health caused by Seller's negligent
breach of duty, or by wilful or negligent breach of duty on the part of
Seller's legal representative or vicarious agent,
e) claims for other damage caused by Seller's grossly negligent breach
of duty, or by wilful or grossly negligent breach of duty on the part
of Seller's legal representative or vicarious agent,
f) in the event of a Buyer's recourse claim caused on consumer goods purchasing
Seller shall be generally liable for damages in accordance with the law.
In the event of a simple negligent violation of fundamental contractual
obligations, however, Seller's liability shall be limited to compensation
for typical, foreseeable losses. In the event of a simple negligent violation
of non-fundamental contractual obligations, Seller shall not be liable.
The foregoing limitations on liability do not apply to damage to life,
body and health.
Seller is not liable to Buyer in case of impossibility or delay in the
performance of its supply obligations if the impossibility or the delay
is due to orderly compliance of regulatory and legal obligations in connection
with the European Chemicals Regulations REACH being triggered by Buyer.
12. Set off
Buyer may only set off claims from Seller against an undisputed or adjudicated
If there are reasonable doubts as to Buyer's ability to pay, especially
if payments are in arrears, Seller may, subject to further claims, revoke
credit periods and make further deliveries dependent on advance payments
or other security.
The goods shall remain the property of the Seller until the purchase price
has been paid in full.
Seller may reclaim the goods on account of the retention of title even
if he has not yet withdrawn from the contract.
To the extent any incident or circumstance beyond the Seller's control
(including natural occurrences, war, strikes, lock-outs, shortages of
raw materials and energy, obstruction of transportation, breakdown of
manufacturing equipment, fire, explosion, acts of government), reduces
the availability of goods from the plant from which the Seller receives
the goods such that Seller can not fulfil its obligations under this contract
(taking into account on a pro rata basis other supply obligations), Seller
shall (i) be relieved from his obligations under this contract to the
extent Seller is prevented from performing such obligations and (ii) have
no obligation to procure goods from other sources. The first sentence
does also apply to the extent such incident or circumstance renders the
contractual performance commercially useless for Seller over a long period
or occurs with suppliers of Seller. If the aforementioned occurrences
last for a period of more than 3 months, Seller is entitled to withdraw
from the contract without the Buyer having any right to compensation.
Regardless of the place of delivery of goods or documents, the place of
payment shall be Seller's place of business.
Any notice or other communication required to be received by a party is
only effective at the moment it reaches this party. If a limit has to
be observed, the notice or other communication has to reach the recipient
party within such time limit.
Any dispute arising out of or in connection with this contract shall be
heard, at Seller's option, at the court having jurisdiction over Seller's
principal place of business or Buyer's principal place of business.
The contractual relationship shall be governed by the law applicable at
the place of Seller's head office, including the provisions of the United
Nations Convention on Contracts for the International Sale of Goods dated
11 April 1980 (CISG), irrespective of whether Buyer's place of business
is in a CISG state or not.
If these General Conditions of Sale are made known to Buyer in another
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 of interpretation, the version in the Contract
Language shall be binding.
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DIHB Deutsch-internationale Handelsbeziehungen GmbH
email address: Info(at)dihb.info
Managing Director: Beate Scherner
Amtsgericht Hamburg HRB 114249
Steuernummer Finanzamt Hamburg 47/715/00981