General terms and conditions of sale, supply and payment

1. Scope
(1) Our GTCs apply to the exclusion of all others; contradictory or deviating GTCs on the part of the customer will not be recognised by us unless we have given our prior written consent to their validity. Our GTCs will also apply if we fulfill the customer’s order without reservation in the knowledge of contradictory or deviating conditions on the part of the customer.
(2) In the event of continuous obligations we will be entitled at any time to supplement or amend these GTCs. The customer will be informed of the amended GTCs and the changes will be clearly indicated with an appropriate period of notice before the amended GTCs come into force. If the customer does not object to the amended GTCs within 2 weeks at the latest after receipt of the amended GTCs, these will become an integral part of the agreement. If the customer does object to the amended GTCs, we will be entitled to extraordinary termination of the agreement at the point in time at which the new GTCs come into force.
(3) Our GTCs apply only to entrepreneurs as defined in § 14 of the German Civil Code (Bürgerliches Gesetzbuch - BGB).
2. Order and conclusion of contract
(1) Our offers are subject to change without notice and do not represent a binding offer.
(2) An order submitted by the customer does on the other hand represent a binding offer.
(3) We can accept the customer’s offer by sending an order confirmation in text form within two weeks.
(4) If we accept the offer under the amended conditions, this will represent an offer to conclude a modified contract. If the customer does not object to the offer within 3 days of receipt of the modified offer, the offer will be deemed to have been accepted unless we could not have expected the modified offer to be accepted because it contains a significant deviation from the original order. In addition, the contract will also be deemed to have been concluded if the customer accepts the merchandise without reservation.
3. Prices
(1) Our prices are quoted ex works net of the costs of despatch and packaging which apply in each case.
(2) In the event of collection by the customer, the costs for despatch and packaging will be waived.
4. Payment, set-off
(1) Our invoices for export must be paid in advance.
(2) Incidental costs incurred in the course of payment (e.g. postage costs for sending a cheque or bank transfer charges) are to be paid by the customer
(3) In the event of default on payment and reasonable doubt as to the solvency or creditworthiness of the customer, we are authorised without prejudice to our other rights to require advance payment for all outstanding deliveries and demand the immediate settlement of all claims arising out of the business relationship.
(4) The customer has a right of set-off only if his counter claims are uncontested or have been established with res judicata effect by a court of law.
(5) The customer can exercise a right of retention only if his counter claim is based on the same contractual relationship.
5. Delivery
(1) If no delivery time has been agreed, deliveries will be made within 14 days of receipt of payment.
(2) Fixed delivery dates, as defined in § 376 of the German Commercial Code (Handelsgesetzbuch - HGB), cannot be set without express agreement.
(3) We are bound by delivery and performance obligations only if the customer has properly and punctually discharged its obligations.
(4) Delays in delivery and performance on our part or that of one of our sub-suppliers brought about by force majeure or other circumstances to be treated in the same way as force majeure (such as measures taken by sovereign states affecting monetary or trade policy, strikes, lockouts, or operational disruptions such as  fire, mechanical breakdown, damage, or shortages of raw materials or energy) for which we are not responsible entitle us to defer delivery and/or performance for the duration of the impediment plus an appropriate warm-up time. If it should become unreasonable to expect a party to fulfill its contractual obligations, said party can in this event withdraw from the agreement.
(5) In the event of a default on performance on our part, an appropriate period of grace must be granted. Once this period of grace has expired the customer is entitled to withdraw from the agreement. If the customer should additionally be entitled to enforce claims for compensation for damages, these will be limited to claims arising from typically foreseeable damage.
6. Returnable containers on loan
(1) We make use of loaned returnable containers for part of our deliveries. The customer undertakes to empty these containers within 10 working days of delivery and to make them ready for collection.
(2) The customer will be charged for any shortages at replacement value.
(3) The containers must not be used for the interim storage of other products.
7. Despatch
(1) The risk of accidental destruction and accidental deterioration of the merchandise passes to the customer at the point of handover to the same of the merchandise; in the case of arranged despatch, the risk passes to the customer at the point of handover or delivery of the items to the haulier, forwarder or other person or institution charged with fulfillment of the delivery.
(2) The same applies if the customer defaults on acceptance.
(3) The transportation of the merchandise will be insured only at the request of the customer in accordance with the terms and conditions of the transport company in question and at the expense of the customer.
(4) If despatch should become impossible through no fault of our own, the risk will pass to the customer with notification of readiness to despatch.
8. Requirement to give notice of defects
(1) The customer undertakes to examine the delivered merchandise for obvious defects and conformity with the contractually agreed properties. If this examination is omitted or not carried out in the required scope or if we are not notified of identifiable defects without delay and in all cases within 14 days of receipt of the merchandise, the merchandise will be deemed to have been approved in respect of such defects
(2) Concealed, unidentifiable defects will be deemed to have been approved if we are not notified of them immediately upon discovery and in all cases no later than 1 year after delivery of the merchandise.
(3) Complaints are to be submitted in writing, stating the order details and invoice and despatch numbers as well as the identification number of the merchandise to which the complaint relates.
(4) We are not obliged to send back merchandise which has been returned to us without our prior consent or to take responsibility for the storage thereof.
9. Warranty
(1) In respect of defects to the merchandise we will at our discretion render supplementary performance by means of remedy of defects and / or replacement delivery. In the event of replacement delivery the customer undertakes to return the defective merchandise.
(2) If the supplementary performance should fail, the customer is entitled to withdraw from the agreement.
(3) Remedy of defects will be deemed to have failed only if we have been granted sufficient opportunity to remedy the defects or supply a replacement without the desired success, if an opportunity to remedy the defects or supply a replacement is refused by us or deferred by us for an unreasonable length of time, if there is reasonable doubt concerning the prospects for success or if there is some other unreasonable behaviour on our part.
(4) The period of warranty is 1 year from the point of delivery of the merchandise.
(5) The customer must always observe the storage conditions stated on our packaging. If the merchandise should become defective as a result of non-observance of the storage conditions, any warranty claims on the part of the customer are excluded.
(6) Moreover, warranty for equipment is excluded in the event of damage which has arisen as a result of improper use, incorrect assembly or commissioning by the customer or third parties, non-observance of the operating instructions, natural wear and tear, incorrect or negligent treatment and alterations or repairs undertaken without authorisation.
10. Liability
(1) We accept liability only in accordance with the following regulations. For the rest, liability on our part is excluded.
(2) We will be liable for grossly negligent and premeditated breaches of obligation and for personal injury brought about by simple negligence. Liability for non-premeditated actions is limited to typically foreseeable damage at the time of conclusion of the agreement.
(3) In the event of slight negligence we will be liable only for breaches of essential contractual obligations. Liability is limited to typically foreseeable damage at the time of conclusion of the agreement.
(4) The restrictions in sections 2 and 3 do not apply in cases of damage to life, limb and health.
(5) Possible liability on the grounds of fault precedent to the agreement or in accordance with product liability law remains unaffected.
(6) Irrespective of a fault on our part, possible liability in the event of malicious concealment of a defect of arising from the assumption of a guarantee or assurance remains unaffected. A manufacturer’s warranty is a warranty issued by the manufacturer and does not as such constitute the assumption of a warranty by us.
(7) We will be responsible also for any impossibility of delivery that arises by chance during a period of delay for which we are responsible, unless the damage would also have occurred in the event of punctual delivery.
(8) To the extent that our liability for damages is excluded or limited, this applies also to the personal liability of our salaried workers, waged workers, associates, representatives and vicarious agents.
11. Retention of title
(1) We retain the right of title to the delivered merchandise until such time as all claims arising out of an ongoing trading relationship have been paid in full.
(2) The customer undertakes to inform us without delay of any access by third parties to the merchandise, for instance, in the case of the distraint or destruction thereof. The customer must inform us without delay of any change in ownership of the merchandise or the customer’s private or company address.
(3) The customer is entitled to sell the merchandise on in the course of ordinary business. It assigns to us now the total amount of claims in the sum of the final invoiced amount which accrues to it from the resale of the merchandise to a third party. We hereby accept this assignment. After the assignment the customer is authorised to collect the account receivable. We reserve the right to collect the account receivable ourselves as soon as the customer fails to properly fulfill his obligation to make payment and defaults on payment.
(4) Any processing or reworking of the merchandise by the customer is to be carried out in our name and on our behalf. If the merchandise is processed together with items not belonging to us, we will acquire joint ownership of the new item in proportion to the ratio of the value of the merchandise supplied by us to that of the other processed objects. The same applies if the merchandise is mixed with other objects which do not belong to us. The customer shall keep our (joint) property safe free of charge. Merchandise to which we have a right of (joint) ownership is hereinafter designated merchandise subject to retention of title.
(5) In the event of access by third parties to the goods subject to retention of title, with particular reference to distraint, the customer shall inform any such third parties or our ownership of the goods and inform us without delay so that we may enforce our rights of ownership. Should the third party not be in a position to reimburse us for any judicial or extra-judicial costs that may arise in this context, the liability for these will rest with the customer.
(6) In the event of action on the part of the buyer that is in breach of the agreement, with particular reference to default on payment,  we will be entitled to take back the goods subject to retention of title or, if applicable, to demand the assignment to us of the purchaser's claims for restitution against third parties. If we take back or seize the merchandise subject to retention of title, this does not constitute a withdrawal from the agreement.
(7) If the value of the securities granted to us should exceed that of our claims by more than 10 %, we will if so required by the buyer release securities of our choice of the equivalent value.
12. Brand, distinguishing marks
(1) Brands, distinguishing marks and protected product descriptions belonging to us may be used only in connection with original products from us.
(2) If merchandise from us is used in the manufacture of other products, protected names may be used for quantitative description only with our express consent.
13. Legal venue and place of fulfillment
(1) Place of fulfillment is the registered office of ASID BONZ GmbH.
(2) If the customer is a merchant as defined in the German Commercial Code, a legal entity under public law or a special fund under public law, the registered office of ASID BONZ GmbH is the exclusive legal venue for all disputes arising directly or indirectly out of the contractual relationship.
14. Final provisions
(1) This contract is subject exclusively to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts of the International Sale of Goods of 11.4.1980 – CISG.
(2) Should one of the provisions in these General Terms and Conditions be or become invalid, the validity of the remaining provisions will be unaffected.

March 29 2012