We only carry out orders
following these terms of sale and delivery.
Contrary terms of business of the
customer are, regardless of the time they reach us, even if we don not
deny them, in any case inoperative.
By starting or continuing
business with us, the
buyer accepts these terms of sale and delivery.
Prices are only valid to the
locations which have been indicated and acknowledged and do not
obligate us to deliver to any other places.
Decisive price-calculation is
based on a given unit of measurement from our factory (weight, meter,
square meter etc.). After the conclusion of a contract in foreign currency, we are authorized in case of a devaluation of the agreed
currency of more than 3% in relation to the €, either to withdraw from
the contract or to make a correction of the price at the height of the
devaluation and to adjust all analogous unpaid bills at the time of the
devaluation. The right to claim damages because of withdrawal from the
contract in this case is excluded.
The minimum amount per shipment
is € 100-, net amount. Smaller orders will be charged with a
proportionate additional service fee of € 20,-. Amounts that are short
of the minimum amount have to be paid net.
The buyer has to pay - along with
the agreed prices - the statutory turnover tax (domestic import tax,
duty and other levy’s).
Payments are only valid in an
amount of which the seller has free disposal of at a bank in the
If payment is late, interest of
3% over the official discount rate of the seller’s country or the
buyer’s country - at the choice of the seller - have to be paid except
the buyer can prove a lower loss of interest of the seller. Further rights are reserved.
If the buyer does not pay within
an adequate period of respite in spite of being due the seller has the
right to withdraw from the contract. The seller has the right to claim
advance payment for the delivery of partial or gradually successive
Holding back payment that is due,
or setting it off, is only possible if this is established by law or if
the seller acknowledges a written admission of the buyer.
All costs that are incurred by
the contract in the country of the buyer including all charges and
taxes, even those that were unforeseen at the making of the contract,
are to be met by the buyer.
If the agreed currency is not the
same as in the seller’s country and if the rate of exchange differs
more than 3% from that on the day of the making of the contract, buyer
and seller have the right to withdraw from the part of the contract
which is not yet delivered. If the seller suffers an exchange loss
because of late payment the buyer has to compensate that exchange loss.
Payment is net within 30 days.
As soon as the product leaves the
factory or storage or as soon as the product is at the buyer’s disposal
the buyer takes all risks including the risk of delivery.
If the fixed period of time for
delivery is exceeded, the buyer has to give an adequate written period
of respite. Damage claim for late delivery can only be made on the net
invoice of the late supply.
Acts of god, lack of raw
material, strikes, unforeseeable difficulties of work or delivery or
other obstacles that are not controllable by the seller, free the
seller for the duration of the disturbance and its effects of all
delivery duties. If the agreed time of delivery is exceeded more than
two months, buyer and seller have the right to withdraw from the
unfulfilled part of the contract.
If the economic situation in the
buyer’s country is seriously disturbed by war, civil war or similar events, the seller has the right to withdraw from the unfulfilled part
of the contract.
For re-selling of supplied goods
using packing or presentation material owned by the seller a written
approval of the seller is needed.
V. Reservation of
The seller reserves all rights on
the supplied goods until the seller has fulfilled all demands arising
from the mutual business connection including any current account
The ownership is also subject to
the full worth of new products arising from the processing of reserved
goods. Processing and storing is free for the seller. If there remain
rights of ownership by processing with goods of a third person, the
seller acquires joint ownership in relation of the invoice total of the
supplied products by both, seller and that third person. The buyer has
free disposal over the processed reserved goods as long as he is
willing and able to fulfill all demands of the seller. The product must
not be pawned to others nor made over to someone as a security.
If the buyer does not pay despite
the demands within an adequate period of respite or is endangered to
become insolvent the buyer has to give out the reserved goods at the
free disposal of the seller on demand. This does not mean a withdrawal
from the contract.
The buyer hands over any demands
with all side and securing rights arising from the selling of the
reserved goods - including drafts, cheques and rights of payment of
letters of credit - for the security of the respective demands
according to No.1. As far as there remain reserved rights of third
persons by processing our reserved goods the cession of demands from
selling is in the height of the part that the seller acquired joint
ownership according to No.1V2. In the same height the buyer hands over
any balance demands including the final balance to the seller if
demands arising from selling are taken into an established current
account relation between the buyer and one of his customers. As long as
the buyer is punctual in his payments, he may draw in the demands by
himself. Pawns and hand-overs or selling of demands are only legal with
the approval of the seller. If the seller sees the fulfilling of his
demands endangered, the buyer has to tell his customers the hand over
and to give them all necessary information and documents at the demand
of the seller.
If the worth of securities
exceeds that of the products that are to be secured by more than 20%,
the seller is obliged to free securities in this worth by his own
The buyer is obliged to insure
the reserved goods with the care of a respectable businessman and to
proof the insurance on demand. The buyer hands over his demands arising
from this insurance to the seller.
On demand of the seller,
the buyer is obliged to take part in all measures to secure the
of god, disturbance of process in the own factory or the supplier, lack
workers, energy or raw material, strikes and disturbances of traffic
Clemens C. Jentzsch GmbH for the duration of the disturbance and in the
of the effects of all delivery duties and authorize Clemens C. Jentzsch
withdraw either from the whole or from a part of the contract.
The risk of delivery is born by
the buyer, so the supplies of the seller once out from the factory is
the risk of the buyer. These conditions are valid equally for
>>P&P included<< and >>prepaid<< -
deliveries, following the concerning latest Incoterm. The supply is in
this case fulfilled as soon as the product leaves our storage. If the
goods go out late from our storage through no fault of our own, the
delivery date will take effect from when we declare ready to supply.
Transport insurance by the seller will only be made by the explicit and
written wish of the buyer and at his cost. If nothing else is arranged,
any insurance has to be made by the buyer at his own cost.
In case of FOB- and CIF-shipment
the terms of the latest Incoterm will be used. That means, among other
things, that in case of CIF-shipment the goods are insured by the buyer
according to the normal FPA- or D-conditions (o.D.=Theft). Other risks
will only be covered at wish and at the cost of the buyer.
In no way damages done by
transport authorize late payment or to hold back the whole or a partial
The choice of the way and path of
shipment is up to the seller. Wishes of the buyer will be considered if
VIII. Exclusion of
The right to claim damages by
positive breach of claims, breach of duties contract-discussions and
unauthorized actions is excluded. This is invalid at breach of
essential duties or intended or negligent behavior of the seller, his
authorities or his employees.
Any compensation is - provided
that the damage is impeccably proven - limited to the doubled net
invoice total of the processed defect wares.
For technical advice or its
omission while processing the goods, the seller accepts no liability.
Clemens C. Jentzsch GmbH
guarantees, that the product sold is in accordance to this agreement is
standard-quality with variations in quality and dimensions due to the
fabrication and that it nearly meets the specifications given for this
product by Clemens C. Jentzsch GmbH. There is no guarantee for
characteristics not mentioned in the written specification. Neither for
certain (re)processes. The seller does not - neither explicit nor
silent - give any other guarantee of any kind concerning market ability
and suitability of the product for a special purpose. The buyer takes
the risk of the suitability of the product for the planned use and all
risks resulting from handling or using the products, no matter if the
products are in single use or are used in combination with other
products. Any samples shown or given to the buyer (especially larger
sample deliveries) are only to show the usual type and quality of the
products and do not say that the products absolutely match that type or
quality. Characteristics of samples are only guaranteed if this is
confirmed by us in writing.
The buyer has to check the
products immediately after receiving them. Notices of defects will only
be considered before the product is processed and only if it is in
writing, containing the number of Kolli and invoice. Eventually
representative samples have to be sent. Obvious defects have to be
brought to the sellers notice within 6 days, hidden defects within 60
days after receiving the goods. Notices of defects that are not claimed
within the given cases and time limits or in cases that the goods were
not treated or stored with the necessary care are excluded.
Consignments that are - as agreed - declared as a sample do not give
any right for a notice of defect.
Minor quality and waste exclude
the right of a notice of defect. In case of justified notices of defect
the product will either be exchanged or taken back with refund of the
price at the choice of Clemens C. Jentzsch GmbH. In case of a proven
and accepted deficit in quantity Clemens C. Jentzsch GmbH has the
choice to either send the missing products or an adequate credit.
Further rights of guarantee are excluded.
Returns are only valid with the
acceptance of the supplier.
under which the goods are delivered for the aforementioned processed
not to be used without the former approval of the seller.
Applicable right and venue. Place of fulfilment and legal venue
contract is subject
to the valid right at the seller’s location. If the seller is located
federal republic of Germany, the valid right for German business
used. If single provisions of the contract or the upper selling
invalid, all other conditions remain untouched. The place of
the legal venue for all claims arising from the business connection is
location of the seller. The seller has the right to claim his demands
general venue of the buyer, too