Terms and Conditions

General Terms and Conditions of Seika Germany GmbH
§1 Validity of the Terms

1. The following terms and conditions apply to all delivery contracts, services, and offers of the seller. In commercial transactions, these terms and conditions also apply to all future business relationships, even if they are not expressly agreed upon again.
2. Any differing terms and conditions of the contractor shall only become part of the contract if they have been agreed to in writing beforehand.
   
   

§2 Offer
The seller's offers are non-binding – including with regard to price information.

§3 Prices

1. Unless otherwise stated, the seller is bound by the prices contained in their offers for 30 days from the date thereof. The prices stated in the seller's order confirmation plus the applicable statutory value added tax are decisive.
2. Packaging, postage, freight costs, other shipping costs, insurance and customs duties are not included in the offers and will be invoiced separately.
3. If more than six months lie between the conclusion of the contract and the agreed and/or actual delivery date, the seller's prices valid at the time of delivery shall apply.
   
   

§4 Delivery

1. If the seller is in default with delivery, the buyer may, after setting a reasonable grace period, withdraw from the contract or claim damages for non-performance in accordance with the following conditions.
2. If the buyer requests changes that affect the agreed delivery period, this period will be extended accordingly.
3. The seller is not responsible for delays in delivery or performance due to force majeure or lawful industrial action. Such events entitle the seller to extend the delivery time by the duration of the impediment.
   
   

§5 Shipping and Transfer of Risk

1. Shipping is at the buyer's risk. The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the seller's premises for shipment.
2. The seller is entitled, but not obligated, to insure deliveries in the name and on behalf of the buyer.
   
   

§6 Warranty and Liability

1. Incomplete deliveries or obvious defects must be reported immediately, but no later than seven days after delivery; hidden defects must be reported immediately upon discovery. Failure to comply with the above obligations will void any warranty claims against the seller.
2. The warranty period begins on the delivery date and is six months, with the exception of the following provision.
3. In all cases of justified and timely complaints regarding his deliveries to the buyer, the seller must, at his discretion, either repair or replace the goods, to the exclusion of any other warranty claims.
   The buyer retains the right, if three attempts at rectification or the replacement delivery fail, to demand, at his option, a reduction in the remuneration or cancellation of the contract.
4. If, after three failed attempts at rectification, the buyer does not exercise his right to rescind the contract or reduce the remuneration within a reasonable period, the seller may in turn withdraw from the contract.
5. Claims for damages arising from impossibility of performance, non-performance, breach of contract, negligence in the formation of the contract and tort are excluded against both the seller and his agents or subcontractors, unless the damage was caused intentionally or by gross negligence.
   
   

§ 7 Retention of Title

1. Until all claims that the seller has against the buyer now or in the future for any legal reason have been satisfied, the seller retains title to the delivered goods (reserved goods).
2. The buyer may not dispose of the goods subject to retention of title without the seller's consent. If the buyer resells the delivered goods in the course of business with the seller's consent, the buyer hereby assigns to the seller, as security for the seller's claims, all resulting claims against its customers, including all ancillary rights, up to the value of the goods. The seller accepts this assignment.
3. In the event of third-party access to the goods subject to retention of title, the buyer must point out the seller's ownership and notify the seller immediately.
4. In the event of a breach of contract by the buyer – in particular, default of payment – the seller is entitled to repossess the goods subject to retention of title at the buyer's expense. The repossession or seizure of the goods by the seller does not constitute a withdrawal from the contract, unless the Consumer Credit Act applies.
   
   

§8 Payment

1. The seller's invoices are payable immediately upon receipt. The seller expressly reserves the right to refuse checks or bills of exchange. Acceptance is always subject to collection. Discount and exchange charges are the responsibility of the buyer and are due immediately.
2. Offsetting counterclaims against the seller's invoices is only permissible if these counterclaims are undisputed or have been legally established. The assertion of a right of retention against the seller is excluded in commercial transactions.
   
   

§ 9 Withdrawal
If the buyer misled the seller about their creditworthiness when placing the order, or failed to disclose it so that the seller could not ascertain the buyer's creditworthiness, the seller is entitled to withdraw from the contract without prior notice. In such a case, the seller is only obligated to perform further work after receiving a reasonable down payment.

§ 10 Place of performance
In commercial transactions, the place of performance for all services under this contract is Düsseldorf for both parties.

§11 Jurisdiction
The place of jurisdiction for all disputes arising from legal relationships in commercial transactions between the seller and the buyer is Düsseldorf.

§12 Applicable Law
All legal relations between the seller and the buyer are governed exclusively by the law of the Federal Republic of Germany.

§13 Final Provisions

1. Unless these terms and conditions contain deviating provisions, the statutory regulations shall apply.
2. Should any provision of these terms and conditions be invalid or inapplicable in a particular case, e.g. in the case of a lack of merchant status, all other provisions shall remain unaffected.