Terms and Conditions of Sale, Delivery, and Payment
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General Information, Offer, Order, and Contract Conclusion
- All seller offers, order acceptances, and deliveries are based exclusively on the following terms and conditions. These terms also apply to all future similar transactions with the buyer. Deviating buyer terms and conditions of purchase are expressly excluded unless acknowledged in writing by the seller.
- All orders, ancillary agreements, provisos, changes, or supplements to a contract must be in writing to be valid. Verbal or written agreements deviating from the contract conditions require written consent from the seller’s executive body or authorized signatories. Office and field staff are not authorized to make such agreements or grant special conditions.
- The seller’s offers are subject to change without notice. A contract is formed only upon order confirmation or delivery of goods to the buyer.
- Information on seller’s products, including images, drawings, measurements, and performance details, are approximate values and not quality guarantees. Industry-standard deviations are permitted unless specified as binding in the order confirmation. Excess or short deliveries within a 10% range are permissible.
- The seller retains property rights and copyrights to images, drawings, calculations, and other documents, which may not be shared with third parties without express consent.
- Free advice from the seller does not constitute a contractual or legal relationship for consulting services unless expressly agreed in writing.
- Advice, recommendations, or information during contract negotiations are only binding if confirmed in writing.
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Pricing and Packaging
- The applicable prices in the seller’s price list on the delivery day apply unless a fixed price is expressly agreed. Prices are net, excluding VAT and discounts. Fixed prices apply for four months from contract conclusion. If longer delivery periods are agreed or delayed by the buyer, updated general sales prices will apply.
- Prices are quoted ex-factory and warehouse. Packaging material is charged at cost and not returned, except for reusable pallets.
- For carriage-paid deliveries, prices are quoted in GBP per sales unit plus VAT, before unloading, carriage paid ex warehouse or accessible construction site on the UK mainland. Lump-sum freight and installation charges apply to small quantities as per current price lists.
- The buyer must pay handling, transport charges, and customs duties in advance, in line with contract conclusion prices. Post-contract cost changes in handling, transport, and customs duties will be charged to the buyer.
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Payments
- Payments are due immediately after invoicing, net cash without reductions. Discounts for cash payments require express agreement. Each party may claim damages for default beyond statutory frameworks.
- Bills of exchange and cheques are accepted only by express agreement and on account of performance. Discount, collection, or other charges are borne by the buyer.
- The buyer may offset only undisputed or legally binding claims and assert rights of retention accordingly. Retention of payment is excluded if based on another contractual relationship.
- All receivables become payable upon payment suspension, insolvency application, or proceedings commencement on the buyer’s assets. Discounts and bonuses are waived. The seller may request collateral or prepayment if buyer’s financial circumstances are insufficient for credit. Non-timely provision of collateral or prepayment allows the seller to withdraw from the contract or demand compensation.
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Delivery
- Delivery and service periods are approximate and commence on order confirmation. Compliance is deemed upon readiness for dispatch announcement. Buyer’s collection aligns with readiness announcements. Delivery periods extend by the buyer’s default period.
- The seller issues an invoice upon delivery. The buyer must notify the seller of missing invoices within 8 days of delivery for discounts or reductions to apply.
- If the seller falls in arrears, the buyer must grant a 30-day grace period before contract withdrawal unless goods are ready for dispatch.
- Force majeure events extend the seller’s delivery period by the delay period plus a start-up period. The seller may withdraw from the contract if completion is impossible or unreasonable due to such events.
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Transfer of Shipping and Risk
- Shipping and transport are at the buyer’s cost and risk. Goods ready for dispatch must be retrieved immediately, or the seller may store them at the buyer’s cost and risk.
- Risk transfers to the buyer upon transfer to the carrier or freight forwarder, no later than factory or warehouse departure. This applies to partial deliveries or seller’s additional services.
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Defect Examination and Warranty
- The buyer must inspect goods immediately upon receipt and notify the seller of defects in writing. Non-timely defect notices deem the delivery contractually compliant.
- The buyer must prove pre-transfer defects. This especially applies if defects are not immediately reported.
- Express agreements are required for warranties or procurement risk assumptions. Public statements by the seller do not constitute agreed quality unless expressly confirmed in writing.
- Insignificant defects, such as slight colour and structural differences, do not entitle defect notices.
- Valid defect notifications allow the seller to deliver replacements or improvements free of charge. If these fail twice, the buyer may reduce the purchase price or withdraw from the contract.
- Proper storage and treatment of goods are conditions for compensation claims. The seller may inspect defect-notified goods. Claims are void if the buyer does not make goods available upon request.
- For building-use goods causing building defects, a five-year warranty period applies. Otherwise, a one-year warranty applies from the transfer date. Statutory periods apply if defects were fraudulently concealed.
- Transport damage must be reported to the carrier. ADSp – Standard UK Freight Forwarders Terms and Conditions apply.
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Liability
- The seller is liable for advice, recommendations, or information only under a contractual agreement or unlawful actions perspective. Otherwise, the seller is not liable for such advice, recommendations, or information.
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Reservation of Title
- The seller retains ownership of delivered goods until all receivables from the business relationship are paid. For current account deliveries, the reservation of title secures the balance.
- The buyer may resell goods in ordinary business. Receivables from resale are assigned to the seller, proportionate to the invoice value. This includes insurance claims or third-party damage compensation.
- Processing, combining, or mixing goods with third-party items grants the seller joint ownership of new or mixed items. Buyer’s resulting ownership transfers to the seller proportionate to the invoice value.
- In contract violations, such as payment defaults, the seller may reclaim goods and charge a 15% order value reclamation cost, unless the buyer proves lower costs.
- Until all liabilities are paid, the buyer cannot pledge or assign goods as security. Third-party access to goods must be reported immediately, and the seller’s reservation rights must be notified.
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Partial Deliveries
- The seller may make partial deliveries, each considered a separate transaction. Special terms and conditions information is available upon request.
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Partial Invalidity
- If a provision or part thereof is invalid or if the contract has a loophole, the validity of remaining provisions remains unaffected. Invalid provisions will be replaced with regulations closely resembling the intended economic success.