Terms and conditions
General Terms of Delivery (International) of POLIBOY Brandt & Walther GmbH
These Terms of Delivery apply to all deliveries and services performed by POLIBOY Brandt & Walther GmbH (hereinafter referred to as "POLIBOY" or "Seller") for its customers (hereinafter referred to as "Buyer"). They shall apply exclusively unless the contracting parties expressly agree otherwise in writing.
In each case the quotation, order confirmation, declaration of acceptance and the purchase transaction itself, as detailed via the respective declarations, is subject to the provisions of the present Terms of Delivery. The Buyer's own conditions which are contrary to these Terms of Delivery are expressly rejected, unless POLIBOY agrees to them in exceptional cases.
These terms and conditions shall be the basis for each future purchase agreement concluded between the Seller and the Buyer, and shall exclude any other agreements.
Any errors resulting from errors in sales prospectuses, price lists, quotation documents or other documentation issued by the Seller may be corrected by the Seller, without the Seller being responsible for damages resulting from these errors.
During the course of the business relationship and within the present Terms of Delivery, the following terms have the meanings described below:
Purchase price; Currency
All prices stated in these Terms of Delivery are in EUR and exclude the statutory VAT and packaging/shipping costs.
The information relating to performance, dimensions, weights, etc. contained in any catalogues, prospectuses, circulars, advertisements, photocopies and other documentation are non-binding, unless it is an explicit component of the contract.
Equally, all other documents relating to this information, such as illustrations, drawings, etc., are non-binding.
Unless explicitly described as binding, verbal information about the suitability and other characteristics of the goods delivered by POLIBOY is always non-binding and shall not give rise to any contractual obligations.
The acceptance of any guarantees regarding the quality of the goods requires an explicit declaration by POLIBOY.
All periods and deadlines provided for deliveries are non-binding, unless otherwise expressly agreed.
3. Orders and quotation documents
Quotations and other promotions of goods by POLIBOY are subject to alteration and are non-binding, unless explicitly described as binding. This also applies to catalogues and other product descriptions.
In the case of orders from the Buyer that are made in writing and constitute a binding offer, POLIBOY shall be entitled to accept these within one week after receipt (by declaration of acceptance, order confirmation or delivery of the goods).
4. Payment Terms
Insofar as POLIBOY does not require prepayment, the purchase price for cash sales is due immediately upon receipt of the goods (without deduction and free of costs). Otherwise, the purchase price is payable within 14 days of invoicing.
In the case of special orders, POLIBOY may request a deposit which shall be due upon receipt of the order confirmation and shall be payable within seven days.
The customer shall bear all costs incurred in the dispatch of the goods, in particular the transport costs and the costs of any necessary insurance, except, where applicable, the costs of public charges (duties, taxes and other charges) that are necessary for export.
In the event of the customer's default of acceptance, the customer shall bear the costs of storing the goods in addition to any damages caused by the delay. POLIBOY shall be entitled to store the goods on third-party premises.
5. Delivery of Goods
The delivery times indicated by the Seller are approximate, unless a binding delivery time was agreed. POLIBOY shall be deemed to have met the delivery deadline providing that the goods were dispatched — or the Buyer was notified of their readiness for dispatch — before expiration of the deadline.
6. Transfer of Risk
The Terms of Delivery are expressly agreed in each individual delivery contract. In general, deliveries are made by the Seller in accordance with "FCA Lilienthal Incoterms 2010".
POLIBOY is not responsible for the transport of goods in accordance with "FCA Incoterms 2010". However, at the request and expense of the Buyer, POLIBOY shall package the goods properly and insure them against transport damage, in which case POLIBOY shall be entitled to choose the shipping method.
The transfer of risk from the Seller to the Buyer shall take place at the moment the goods are handed over to the freight carrier.
7. Retention of Title
Irrespective of the delivery and transfer of risk or any other provisions of these Terms of Delivery, ownership of the goods shall not be transferred to the Buyer until the purchase price has been paid in full. POLIBOY shall be entitled to demand that the goods be returned, or to sell or otherwise dispose of the goods.
Until the goods have been paid for in full, the Buyer shall keep the goods in trust for the Seller and store them separately from its own property and that of third parties. The Buyer shall also properly store, secure and insure the reserved goods and label them as the Seller's property.
Pending full payment, the Buyer may use or resell the goods in the course of its ordinary business, however it must hold any remuneration (including any insurance payments) for the Seller and keep these funds separate from its own assets and those of third parties.
If the goods are further processed and the further processing includes parts to which the Seller has no ownership rights, then the Seller shall acquire corresponding partial ownership of the goods. The same shall apply if the Seller's goods are mixed with those of other parties.
8. Warranty and disclaimer
The Buyer shall thoroughly check each consignment of goods for errors. Defects must be reported within eight days.
POLIBOY accepts no responsibility should the goods prove to be unsuitable for a specific purpose, unless POLIBOY has expressly consented to such liability.
9. Further Provisions
The United Nations Convention on Contracts for the International Sale of Goods (UN sales law/CISG) apply to the respective contract between the parties. Outside the application of the UN sales law, the legal relationships between the parties are governed by German law. The conditions and consequences of the retention of title are subject to the law of the jurisdiction in which the goods are stored.
Any disputes between the parties, as long as they are not pending in the general jurisdiction of the respective debtor, may also be settled by arbitration. In the latter case, the ICC Arbitration Ordinance 2012 shall be taken as the basis. However, POLIBOY shall always be entitled also to sue the customer in the jurisdiction of the registered office of POLIBOY.
In the event that individual provisions of the contract with the customer, including these General Terms of Delivery, are or should become invalid either fully or in part, this shall not affect the validity of the other provisions. The ineffective provision shall be replaced by a new provision that corresponds as far as possible to the regulatory purpose of the invalid provision.