General Terms And Conditions Of Sale

§ 1 General – Scope

  1. Our terms and conditions of sale shall apply exclusively; we shall not accept conditions of the customer conflicting with or differing from our terms and conditions of sale unless we have expressly agreed to the validity of such terms and conditions in writing. Our terms and conditions of sale shall also apply if we effect delivery to the customer unconditionally in the knowledge of terms and conditions conflicting with or differing from our terms and conditions of sale.
  2. All agreements made between us and the customer for the purposes of the execution of this contract shall be set down in writing in this contract.
  3. Our terms and conditions of sale shall apply only to companies as defined by § 310 (1) of the German Civil Code.

 

§ 2 Prices

  1. Our prices shall be given in € on the basis of the price list valid at the time of the order. Deliveries worth over €500 shall be delivered to the customer’s address net free of charge. Additional costs for express delivery shall be borne by the customer. Packaging material shall be free of charge. The customer shall bear the cost of any pallet fees incurred by us.
  2. Should the customer ask us to collect the transport packaging, he shall bear the cost incurred for packaging, loading, transport to our factory (Neuburg/Donau) and unloading. In such cases, the customer shall be obliged to conclude an appropriate contract of carriage in its own name and at its own expense. Where the collected transport packaging cannot be reused, the customer shall bear the recycling costs incurred by us. Customers abroad shall in addition pay the customs clearance charges, taxes and levies incurred for the collection of transport packaging.

 

§ 3 Terms of payment

  1. All invoices shall be payable in full within 30 days of the due date and receipt of the invoice or an equivalent request for payment. If the payment is made within 14 days, a 2 % discount shall be granted. In the event that the deadline is missed, we shall be entitled to charge interest amounting to five percentage points above the current base rate as of the 30th day after the receipt of the invoice. Bills of exchange and cheques shall only be accepted by arrangement, only as conditional payment and only provided that they are discountable.
  2. The customer shall only be entitled to offset payments if its counterclaims have been upheld pursuant to a final and absolute court decision, are uncontested or acknowledged by us. Furthermore, the customer shall be entitled to exercise a right of retention insofar as the counterclaim is based on the same contractual relationship.

 

§ 4 Acceptance and transfer of risk

  1. The delivery item shall be deemed to be sold “ex works” even if we have made a carriage-free delivery. The risk shall transfer to the customer when the item is loaded in the factory or handed over to the rail network, the shipper or the carrier, but, at the latest, when the item leaves the factory or warehouse.
  2. Returned goods shall only be accepted if returns are effected by our contract carrier. The goods must be packed in their original packaging and be in a resalable condition. Returns made without good cause shall be kept at the customer’s disposal at the customer’s expense. We reserve the right to charge a processing fee.

 

§ 5 Delivery time

  1. The beginning of the delivery time specified by us shall presuppose that all technical issues have been clarified.
  2. Compliance with our duty to deliver shall continue to be contingent on the customer duly meeting its obligations in good time. We reserve the right to make a plea of non-performance.
  3. In the event that the customer delays acceptance or breaches any other duties to cooperate incumbent upon him, we shall be entitled to demand compensation for any losses sustained by us, including any additional costs incurred. We reserve the right to assert further claims.
  4. To the extent that the conditions of paragraph (3) are given, the risk of accidental loss or an incidental deterioration of the object of sale shall be transferred to the customer from the moment the customer delays acceptance or defaults on payment.
  5. We shall be liable in accordance with the legal provisions
    • where the underlying sales contract is a transaction for delivery by a fixed date as defined by § 376 of the German Commercial Code;
    • where, as a result of a delay in delivery attributable to us, the customer shall be entitled to claim that he has no interest in continuing with the further performance of the contract;
    • where the delay in delivery is due to a wilful or grossly negligent breach of contract attributable to us. Fault on the part of our representatives or vicarious agents shall be attributed to us. Provided that the delay in delivery is not attributable to a wilful breach of contract attributable to us, our liability for damages shall be restricted to foreseeable, typically occurring damages.
    • where the delay in delivery attributable to us is due to a culpable breach of a material contractual obligation. Liability for damages shall be restricted to foreseeable, typically occurring damages.

 

§ 6 Liability for defects

  1. The validity of customer claims arising from defects shall be contingent on the customer having duly fulfilled its obligation to inspect the goods and notify us of any defects, as required by §377 and §378 of the German Commercial Code.
  2. Where the object of sale is defective, we shall be entitled to take remedial action by remedying the defect or by delivering a new replacement free of defects. Where the defect is remedied, we shall be obliged to bear all the necessary costs for the remedying of the defect, in particular transport, labour and material costs, provided that such costs are not increased by the additional cost of taking the object of sale to another location other than the place of performance.
  3. In the event that the remedial action fails, the customer shall be entitled at its discretion to request withdrawal from the agreement or a reduction in price.
  4. We shall be liable in accordance with the legal provisions.
    where the customer claims damages which are due to wilful or gross negligence, including wilful or gross negligence on the part of our representatives or vicarious agents. Provided that we are not accused of wilful breach of contract, our liability for damages shall be restricted to foreseeable, typically occurring damages.
    Insofar as we culpably breach a vital contractual obligation. In such cases liability for damages shall be restricted to foreseeable, typically occurring damages.
  5. This shall be without prejudice to liability for a culpable loss of life, physical injury or damage to health; this shall also apply to statutory liability under the German Product Liability Act.
  6. Insofar as not otherwise agreed hereinabove, any and all liability shall be excluded.
  7. The limitation period for claims arising from defects is 12 months, commencing from transfer of risk.
  8. This shall be without prejudice to the limitation period in the event of delivery recourse as per § 478 and § 479 of the German Civil Code; commencing from delivery of the defective goods.

 

 § 7 Producer Warranty

  1. In addition to the legal warranty we grant a producer warranty for the Sonax products. The minimum shelf life of our products is 5 years from production with an exception of wet wipes; here we warrant 3 years.
  2. A proper storage is condition for our warranty. Do not store Sonax products outdoors and care for protection against direct UV radiation to prevent labels and liquids from bleaching out. In addition, the products - except the winter products - have to be protected against frost.

 

§ 8 Date of Manufacture on SONAX Products

  1. First option: Usage of embossing punch
    7283
    The production took place on 10th October 2007.
    Description:
    7 = year
    283 = date of production (283. day of the year)
  2. Second option: Usage of Ink-Jet-Printers
    87283 01 17:33
    The production took place on 10th October 2007 at 5.33 pm. The bottling machine has the no. 8.
    Description:
    8 = machine
    7 = year
    283 = date of production (283. day of the year)
    01 = variant (internal reasons)
    17:33 = time
  3. Third option: Usage of Ink-Jet Printers
    127283 01 17.33
    The production took place on 10th October 2007 at 5.33 pm. The bottling machine has the no. 12.
    Description:
    12 = machine
    7 = year
    283 = date of production (283. day of the year)
    01 = variant (internal reasons)
    17:33 = time
  4. Fourth option: Usage of Ink-Jet printers
    87283 17:33
    The production took place on 10th October 2007 at 5.33 pm. The bottling machine has the no. 8.
    Description:
    8 = machine
    7 = year
    283 = date of production (283. day of the year)
    01 = variant (internal reasons)
    17:33 = time
  5. Fifth option: Usage of Ink-Jet printers
    127283 17:33
    The production took place on 10th October 2007 at 5.33 pm. The bottling machine has the no. 12.
    Description:
    12 = machine
    7 = year
    283 = date of production (283. day of the year)
    17:33 = time

 

§ 9 Joint liability

  1. Any further liability for damages other than those provided for in § 6 shall be excluded – regardless of the legal nature of the asserted claim. This shall in particular apply to claims for damages resulting from culpa in contrahendo, due to other breaches of obligations or due to tortious claims for compensation for material damage in accordance with § 823 of the German Civil Code.
  2. Insofar as liability for damages against us shall be excluded or restricted, this shall also apply with respect to the personal liability for damages of our employees, members of staff, co-workers, representatives and vicarious agents.

 

§ 10 Reservation of title

  1. We reserve the title to the object of sale until all payments stipulated in the delivery contract have been received. Should the customer act contrary to the terms of the contract, in particular, should he fall into arrears, we shall be entitled to take back the object of sale. In the event that we take back the object of sale, this shall not constitute a withdrawal from the contract unless specifically stated by us in writing. In the event of seizure the object of sale by us, this shall always constitute a withdrawal from the contract. After we have taken back the goods we shall be authorised to use them as we see fit. Any revenues from such use must then be offset against the liabilities of the customer, less reasonable utilisation costs.
  2. The customer shall be obliged to take good care of the object of sale and, in particular, shall be obliged to provide sufficient replacement value insurance against fire damage, water damage and theft. Where maintenance and inspection work are required, the customer must carry these out in good time at its own expense.
  3. In the event of seizure or other third-party interventions, the customer must notify us immediately in writing so that we may file a suit in accordance with § 771 of the German Civil Code Procedure (ZPO). Where the third party is unable to reimburse the court and out-of-court expenses of a lawsuit pursuant to § 771 of the German Civil Code Procedure (ZPO), the customer shall be liable for any loss incurred by us.
  4. The customer shall be entitled to resell the object of sale in the ordinary course of business; he shall, however, assign to us here and now any claims amounting to the total sum invoiced (including VAT) accruing from the resale to the purchaser or third parties, regardless of whether the object of sale was resold with or without further processing. The customer shall be entitled to collect this claim even following assignment. This shall be without prejudice to our right to collect the claim ourselves. We shall, however, undertake to refrain from collecting the claim as long as the customer meets its payment obligations from the proceeds received, does not fall into arrears and in particular provided that no bankruptcy, composition or insolvency proceedings have been filed or cessation of payments occurs. However, in such cases, we shall be entitled to demand that the customer notifies us of the assigned claims and the respective liable parties, provides us with all information necessary to collect the claim and submits to us all appropriate documents and notifies the liable parties (third parties) of the assignment.
  5. Any processing and reorganisation of the object of sale by the customer shall always be considered to be carried out for us. If the object of sale is processed with other objects that do not belong to us, we shall acquire co-ownership of the new thing proportionate to the value of the object of sale (total sum invoiced, including VAT) to the value of the other processed objects at the time of processing. For the rest, the same shall apply to the object resulting from the processing as for the object of sale delivered conditionally.
  6. If the object of sale is inseparably commingled with other objects that do not belong to us, we shall acquire co-ownership of the new thing proportionate to the value of the object of sale (total sum invoiced, including VAT) to the value of the other commingled objects at the time of commingling. If the commingling is effected in such a way that the object of the customer may be seen as the main object, it is deemed to be agreed that the customer shall assign to us pro rata co-ownership. The customer shall keep the resulting sole or co-ownership on our behalf.
  7. We undertake to release the securities which we are entitled to at the request of the customer insofar as the realisable value of our securities exceeds the claims to be secured by more than 10 %. It shall be our responsibility to select the securities to be released.

 

§ 11 Export Control

The Customer undertakes to comply with any and all applicable Export laws and Regulations adopted by the EU, the EU-member states and the USA. The Customer especially agrees to carry out a Denied Party Screening and warrants that

  • no person, company or organization mentioned in the EC Anti-Terror Regulations as amended (EC-Regulation No. 2580/2001 and EC-Regulation No. 881/2002 as amended) will be directly or indirectly supplied with the contractual products;
  • no person, company or organization mentioned in the US Sanctions Lists (including without limitation the Denied Persons List, Entity List, SDN-OFAC as amended) will be directly or indirectly supplied with the contractual products;
  • the products and product related data supplied hereunder are not intended and/or used for military, nuclear or armaments purposes;
  • no military consignees will be supplied.

The Customer furthermore agrees to document its screening measures and to furnish proof of it at our request.
The Customer´s failure to comply with the above mentioned export laws and regulations shall constitute a substantial infringement of the Customer´s obligations hereunder and entitles us to terminate the contract without prior notice for good cause.
The Customer shall be liable for damages for any loss caused by the premature termination of the contract. The Customer´s liability shall include loss of profit as well as incidental and consequential damages. The Customer shall indemnify us and hold us harmless against any and all liability, claims, demands, costs (including expert´s and attorney´s fees), damages and fines arising out of or in any way connected with any infringement of the compliance obligations set forth above.

 

§ 12 Place of Jurisdiction - Place of Performance

  1. Insofar as the customer is a merchant, our registered place of business shall be our place of jurisdiction. We shall, however, also be entitled to institute legal proceedings against the customer at its local court.
  2. The law of the Federal Republic of Germany shall apply; the provisions of UN sales law shall be excluded.
  3. Unless agreed to the contrary in the order confirmation, our registered place of business shall be the place of performance.

(at February 1st, 2012)