Purchase Orders and Obligations to Purchase
1.1. Purchase orders should be placed in writing (by phone in exceptional cases only). In case of purchase orders placed by phone, Purchaser shall bear the risk and the expenses which may be incurred due to mistakes or errors.
1.2 The quantities ordered for the current and following month shall be deemed binding. In case of any cancellation Customer shall purchase goods already produced immediately within eight weeks after placing the first purchase order.
1.3 The quantities indicated for the third month shall entitle DBW to procure the primary material. In case of any cancellation of an order, the primary material will be invoiced.
1.4. Unless otherwise agreed, purchase orders or modifications to current purchase orders shall be received at DBW
1.5 Minimum order quantities apply for particular products. Excess deliveries shall be permitted (both according to special agreements). Packing units (batch sizes) for particular products shall be observed, if specified.
Terms of Delivery
2.1 We will always endeavour to meet the delivery date, however, we do not undertake any commitment. No damages shall be claimed for late delivery or any failure to deliver. Any disruptions in operation at our company or our subcontractors, including but not limited to any defect in the raw material and material, engine failures, defects in workmanship etc., shall release us from the obligation to meet the agreed delivery period and to deliver the goods. In this event we are entitled to withdraw from the contract in part or as a whole.
2.2 In case of “full load free domicile” agreements it shall be agreed that only full truckloads are actually delivered carriage free. In case of part deliveries, the freight will be charged to Customer.
2.3 In case of “ex works” agreements, Customer shall in any case assume the freight charges. If Customer does not specify a forwarding agent, the forwarding agent chosen by DBW shall be deemed Customer's specification.
2.4 The risk shall pass to Purchaser upon dispatch or, in case of delays thereof caused by Purchaser, upon readiness for dispatch. Purchaser shall not reject any partial performance.
Payment and Credit
Payments shall be due within the agreed period allowed for payment from date of invoice irrespective of any notice of defect. In the event of any delay in payment, interest will be charged at the interest rate customary in banking for uncovered credits. If Purchaser’s financial circumstances substantially deteriorate after the signing of the contract according to our assessment or if circumstances become known which justify doubts as to Purchaser’s credit standing any accounts receivable will fall due regardless of any respite or term of any accepted bill. We may request security, withdraw from the contract and demand damages for non-performance without Purchaser being entitled to assert counterclaims. Any retained payment shall not be set off against any claims asserted by Purchaser.
Reservation of Title
4.1. Any goods delivered shall remain our property (goods subject to a reservation of title) until any claims have been fulfilled, including but not limited to the respective account balance claims arising to our favor within the scope of the business relationship. This shall also apply to future and conditional accounts receivable, e.g. arising from any acceptor’s bill, and even if payments are made on expressly specified accounts receivable.
4.2 Goods subject to a reservation of title are processed and worked on our behalf as manufacturer within the meaning of Section 950 German Civil Code (BGB) without committing us. The processed and worked goods shall be deemed goods subject to a reservation of title within the meaning of no. 1 above. If the goods subject to a reservation of title are processed, combined and mixed with other goods by Purchaser, we are entitled to the co-ownership of the new item in proportion of the value invoiced for the goods subject to a reservation title to the value invoiced for the other goods used. If our ownership expires due to the combination or mixing, Purchaser shall already now transfer to us any title to the new stock or the item to the extent of the value invoiced for the goods subject to a reservation of title and shall keep them safe for us free of charge. Our co-ownership rights shall be deemed goods subject to a reservation of title within the meaning of no. 1 above.
4.3 Purchaser may sell the goods subject to a reservation of title only in the course of ordinary business at its normal terms and conditions of business and as long as it is not in default, provided that the accounts receivable arising from the resale according to nos. 4 to 6 pass to us. It may not otherwise dispose of the goods subject to a reservation of title.
4.4 Purchaser’s accounts receivable from the resale of goods subject to a reservation of title shall already now be assigned to us. They shall serve as security to the same extent as the goods subject to a reservation of title. If Purchaser sells the goods subject to a reservation of title together with other goods sold by us, the accounts receivable from the resale shall be assigned to us in proportion of the value invoiced for the goods subject to a reservation of title to the value invoiced for the other goods. In the event that goods in which we hold a co-ownership share according to no. 2 above are sold, a share shall be assigned to us in proportion to our co-ownership share.
4.5 Purchaser may collect the accounts receivable from the resale, unless we revoke the collection authorization in the cases set forth in Section II/5. Upon our request, it shall immediately notify its customers of the assignment to us – unless we notify them ourselves - and shall provide us with the information and documents required for collection. Purchaser shall in no event assign the accounts receivable further. This shall also apply to factoring transactions which Purchaser is allowed to enter into due to our collection authorization.
4.6 Purchaser shall immediately inform us of any seizure or any other interference by third parties.
4.7 If the overall value of the provided security exceeds the secured accounts receivable by more than 20 per cent we shall release any security at our option to this extent upon Purchaser’s request.
5.1 Pallets owned by Customer shall be provided to DBW in good time before production.
5.2 Pallets owned by DBW shall be provided to Customer in certain cases within the scope of a contractually agreed number of outstanding pallets.The empty pallets shall be returned immediately. Customer shall pay the freight charges incurred for the return transport. If the number of outstanding pallets is exceeded DBW may charge the excess at current price. Damaged pallets shall be charged.
5.3 If delivery is effected in paperboard containers/bags Customer may return the outer packaging which Customer has demonstrably received from DBW to DBW at its own expense. The packaging material must be returned in a neatly bundled condition.
Warranty for Defects
Notice of defects shall be given in writing at the latest within three days of receipt of the goods. Complaints made at a later date will not be taken into account. Any claims arising from any defect in the delivery may only be based on the individual defective pieces. If any complaint is acknowledged, the defective goods shall be replaced within a reasonable period. Any claim for compensation for any exceeding direct or indirect damage of whatsoever kind shall be excluded. In case of any complaint agents or employees may not make a declaration binding upon us.
Place of Performance
Place of performance shall be Bovenden, the venue shall be Göttingen, Germany.
In other respects, DBW’s General Terms and Conditions of Sale and Delivery shall apply, even if our customers’ terms and conditions of purchasing are presented.