AGATEX Feinchemie GmbH
GENERAL SALES, DELIVERY AND PAYMENT CONDITIONS
The following general terms of sale, delivery and payment apply to this business and all future business (in addition to the special conditions listed in our offers and order confirmations), unless they are changed or excluded with our express written consent.
2. Offer and order:
Our offers are subject to change. Orders only become binding with regard to the type and scope of delivery when we confirm our order. Any form of agreement is only binding for us if we have expressly confirmed it in writing. We undertake to make recipes or other documents designated by the customer as confidential only accessible to third parties with the customer’s consent.
Delivery times begin after receipt of all documents and materials required for the execution of the order. The delivery deadline is deemed to have been met with the notification of our readiness for dispatch, even if the dispatch is made without our Debt is impossible. In the absence of a special agreement on the admissibility of quantity deviations, the order quantity is only an approximate quantity. We will comply with it as far as possible, but production-related excess or short deliveries remain permissible.
Our terms of payment are shown separately on our invoice and are binding. Payments are only to be made to us or to the account of the financial institution that is on our invoice is specified. A cash discount is only possible with a separate agreement. Payments are only to be made in the currency shown on the invoice. If a foreign currency has been expressly agreed, a devaluation of the foreign currency against the EURO in the period between the conclusion of the contract and invoicing shall be borne by the buyer. All payments are only valid on the day on which our bank confirms receipt of the amount our account has reached us when it was made. A check or bill of exchange is accepted by AGATEX Feinchemie GmbH only on account of a contingent liability (check – bill of exchange payment). The purchase price claim does not expire until AGATEX Feinchemie GmbH is released from the customer’s obligation to switch. All expenses associated with the payment and cashing of checks and bills of exchange, including discount interest, shall be borne by the buyer.
5. Delay in payment, loss of assets of the buyer:
In the event of late payment, default interest of 1% per month will be charged. A written reminder for payment is not required. In the event of a delay in payment and in the event of doubts as to the solvency of the buyer, AGATEX Feinchemie GmbH is entitled to make all outstanding claims due, to demand advance payment or security before fulfillment or to withdraw from the contract in whole or in part, or to stop execution. Evidence of a dubious solvency of the buyer is deemed to have been agreed upon by information from an appropriate credit agency or bank, without the buyer being able to request the submission. Evidence is also deemed to be provided if the buyer with payment for earlier deliveries in more than 14 days Is default. In the event of a delay in payment of even a part of the invoice amount, the buyer is obliged to reimburse AGATEX Feinchemie GmbH for all costs incurred in connection with the collection, in particular collection, legal and / or court costs, fees, etc.
6. Retention of title:
The delivered goods remain the property of AGATEX Feinchemie GmbH until full payment. This also applies to all loan containers provided. The buyer may only dispose of the goods subject to retention of title in the ordinary course of business, but not in the event of a delay in payment even a partial payment. In this case, the buyer is obliged to surrender on first request. Pledging or transfer by way of security is excluded. When mixed, co-ownership of AGATEX Feinchemie GmbH arises according to the value ratio of the components. The buyer hereby assigns claims from the resale to AGATEX Feinchemie GmbH. The assertion and enforcement of the retention of title and the return of the goods does not count as a termination of the contract. If the retention of title is enforced, the customer waives the right to bring an action for property disruption. The company AGATEX Feinchemie GmbH is entitled to use the goods privately, but must – if possible beforehand – notify the buyer of this. The net proceeds will be deducted from the claim of AGATEX Feinchemie GmbH after deducting all expenses. The buyer is obliged to adequately insure the goods delivered by AGATEX Feinchemie GmbH against insurable damage (fire, water, theft, etc.) at his own expense. The customer assigns its claims to AGATEX Feinchemie GmbH in advance. The buyer is obliged to notify AGATEX Feinchemie GmbH immediately if third parties assert any rights to the reserved goods. For customers from the FRG, the goods remain our property until the customer has paid all claims from the business relationship, in particular also his own current account balance.
7. Refrigerant bottles:
All refrigerant bottles provided by AGATEX Feinchemie GmbH are loan containers that are owned by AGATEX. The customer is liable for loss or damage to the containers provided to him and must return them to AGATEX Feinchemie GmbH immediately at his own expense and risk.
8. Open claims:
If several claims of AGATEX Feinchemie GmbH are open, AGATEX Feinchemie determines which claims any payments or partial payments are to be offset against.
9. Defective delivery:
Notices of defects must be made in writing immediately at the place of performance. This does not affect the fulfillment of the agreed payment obligation. The rejected goods must be kept for inspection. We reserve the right to exchange
10. Product liability:
A liability to pay compensation under the Product Liability Act or product liability claims derived from other provisions for property damage to company objects used in business is excluded.
If AGATEX Feinchemie GmbH as the manufacturer of a product or partial product or supplier has already been claimed for payment by any injured party and has already satisfied the claims of the third party, the customer undertakes to make a full refund without further verification of the claim (e.g. according to § 12 Para. 2, Product Liability Act).
11. Force Majeure:
Force majeure, including war or revolutionary events, operational disruptions in our own factory or at suppliers, lack of work, energy or raw materials, strikes and traffic disruptions or special, legal or official measures, as well as circumstances for which we are not responsible, exempt us the duration of the disruption and the extent of its effect from the delivery obligation and entitle AGATEX Feinchemie GmbH to withdraw from the contract in whole or in part. The buyer cannot derive any claims for damages from this.
After the termination of a delivery contract, all materials (such as raw materials, labels, packaging materials, etc.) that have been specifically scheduled for this order can be delivered and offset to the contract partner.
If this delivery is not accepted, AGATEX Feinchemie GmbH is entitled to hand over these materials to an authorized disposal or recycling company for the account of the customer.
Raw materials specially arranged by us for this order can be properly disposed of on account of the customer even if the contractual relationship is upright, if they have become unusable due to delayed acceptance.
13. Offsetting the buyer’s claims:
The buyer is not entitled to offset (compensate) any own claims against claims of the company AGATEX Feinchemie GmbH or to exercise a right of retention.
14. Obligations of the buyer:
It is the responsibility of the purchaser to comply with third-party property rights and copyrights, labeling regulations, etc. – even with drafts supplied by us, if these are based on information or regulations provided by the purchaser. He is liable for the consequences of the violation of such rights and provisions and releases us from all third party claims.
15. Place of performance:
The place of performance is the AGATEX Feinchemie GmbH plant in A-4650 Lambach-Edt.
16. Jurisdiction agreements:
The competent district court A-4600 Wels is exclusively responsible for the decision about all disputes from or in connection with the contract or its dissolution.
However, without prejudice to this agreement, the action can also be brought to another court if the judgment of the agreed court against the defendant would not be enforceable in individual cases.
17. Applicable language:
In the case of differences in the interpretation of a bilingual or multilingual contract, which was concluded between AGATEX Feinchemie GmbH and the buyer, the German language only applies, particularly in the case of translation errors. The German text of these sales, delivery and payment terms also applies.
18. Applicable law:
Austrian law applies to the present contract. The UN sales law is excluded.
19. Legal claims:
Further legal rights and claims of AGATEX Feinchemie GmbH remain unaffected by these sales, delivery and payment conditions.
20. Validity of the contractual provisions:
Should individual provisions of these sales, delivery and payment conditions be or become legally ineffective, this does not affect the validity of the other points.
Then those legally permissible provisions are considered as agreed that come as close as possible to the economic purpose of the invalid provisions.
AGATEX Feinchemie GmbH, Aichham 11, A-4650 Lambach / Edt