General Conditions of Sale

  1. Scope / General:
    1. Only the following General Conditions of Sale shall be applicable to business relations with our customers. These conditions remain in force without repeated reference to them by cph or repeated attachment of them to other cph-documents. It will be assumed they have been accepted by the purchaser unless they are immediately contradicted by him in writing. Any divergent purchase conditions sought by the Purchaser shall only be binding if expressly confirmed by cph in writing. Verbal agreements shall also be binding on either party only if they are confirmed by cph in writing.
    2. Our conditions shall also apply to all future orders.
  2. Quotations:
    Prior to their acceptance, quotations are subject to change in respect of price, initial date of delivery and availability of the product concerned. Documents forming an integral part of our quotation, such as illustrations, drawings, lists providing details of weight and dimensions, etc. are to be considered as providing information of only an approximate nature unless expressly indicated in writing by cph as binding. We retain ownership, copyright and usuf ruct in respect of quotations, drawings and other documents. They may not be made available to third parties even after completion of the contractual relationship.
  3. Prices and Payment Conditions:
    1. When preparing invoices, in each case the price per kg/unit shown shall be that valid on the day concerned plus the legal rate of Value Added Tax – and relating to an exworks/store basis. The kg/unit price makes no allowance for containers or other forms of packaging, which are charged at cost and are non-returnable. The only exception to this is a case where specific “returnable packaging” is provided in accordance with the terms of Section No. 8.
    2. A small-quantity processing charge/minimum- amount surcharge of €40.00 per invoice will be made for orders under €800.00 net goods value. Price adjustments made after an order has been placed may only be introduced when there is an interval of more than 3 months between the times of placing the last order and of delivery.
      In any situation involving agreed carriage-free delivery the price quoted by cph is based upon the freight- and supplementary charges in force at the date of the quotation. Such prices can, therefore, be adjusted by cph to meet any changes in freight- or supplementary charges relating to our deliveries – either in favour ofor at the expense of the Seller without thereby conferring on the Purchaser a right of withdrawal.
    3. Under the provisions of § 14 BGB [Buergerliches Gesetzbuch] and in the context of business relations with traders, entrepreneurs and the like, the Purchaser has no right to refuse performance. Right of retention is only available to purchasers who are traders, entrepreneurs and the like as defined in that same context, viz. the provisions of § 14 BGB.
    4. The invoice amounts are payable net cash in accordance with the conditions we specify in the confirmation oforder and/or invoice. For deliveries made within the territory of Germany, if settlement of an invoice is to be made by noncash payment, it must be effected net within 30 days of the date of the invoice. All deliveries made to other countries require cash payment in advance. Any agreed discount shall be disallowed while older invoices remain outstanding.
    5. The offsetting of invoice amounts against counter-claims disputed by us is inadmissible except when res judicata. The Purchaser shall have no right of retention.
    6. In the event of delay in payment we shall be entitled to levy interest at the current legally- established margin above the level of the current basic rate of the European Central Bank (ECB) in accordance with § 1 of the Discounting Transitory Law.
    7. In respect of registered traders, cph is bound to the agreed price for goods and services for 30 days from the signing of a contract and for four months in respect of other purchasers. After the expiration of this period we shall be entitled to raise prices by an appropriate amount.
      Retrospective price increases for services already provided will not be levied.
    8. Bills of exchange and cheques will only be accepted where this has been agreed without guarantee for protest and provided they are capable of being discounted, otherwise we are entitled to ask for cash payment again at any time. EC cheques will not be accepted in the absence of guarantee of payment. Discounting charges will be calculated from the date when the invoice amount falls due for payment and will be debited to the Purchaser.
    9. In the event that a cheque or bill of exchange is not redeemed in good time resulting in a delayed payment or if other circumstances arise on the part of the Purchaser which in our v iew no longer justify the terms payment of payment, we can demand immediate payment of our total(outstanding) receivables even if cheques or bills of exchange have been submitted for the same.
    10. We shall at all times be entitled, ev en after the agreement has expired, to require an adequate bond as security for our receivables, including those which are not yet due, and to make further prepayments on our part dependent hereon. This applies, in particular, if doubtsshould arise as to the creditworthiness of the Purchaser, his lack of adequate cover, lack of liquidity, etc., or if the original volume of credit is increased.
  4. Delivery:
    1. Delivery will be made on an ex works or store basis and assumes the availability of normal transport facilities.
    2. For consignments amounting to a minimum of 1 europallet (i.e. ca. 600 kg and above) delivery will be free to the Purchaser’s works if these are located within Germany. Deliveries abroad will be made and priced on an ex works basis.
    3. Events not due to negligence, as a result of which the delivery or transport of the goods is rendered impossible or made significantly more difficult, shall entitle the Seller to withdraw from the agreement or to postpone the delivery until the obstacle is removed.
      The same shall apply if such impediments or difficulties result in greater costs being incurred which are not reasonable in good faith. In particular, the following are considered to be impediments in the sense described: actions taken by public authorities, non- availability of raw material, production- and transport difficulties, strikes, etc..
    4. The choice of transport route and type of transport shall be made by us without obligation to select that offering the lowest freight charges. The unconditional acceptance of the consignment by the carrier or stockist shall be acceptable proof of satisfactory condition and excludes claims against us of whatever nature in the absence of contradictory evidence.
    5. Insurance cover will be taken out only at the express wish of the Purchaser and will be chargeable to the latter. In cases involving CIF- based purchases and delivery by water, the use of standard shipping is assumed.
    6. We shall be entitled to make use of the assistance of Third Parties to meet our obligations and/or, in agreement with the Purchaser, to pass part deliveries or agreement with the Purchaser, to pass part deliveries or part serv ices on behalf of and on account of the Purchaser to Sub-contractors.
    7. Our obligation to supply shall remain in abeyance for as long as the Purchaser is in arrears with a liability. The adherence to the obligation to supply presupposes the fulfilment of the Purchaser’s contractual obligations, in particular, timely receipt of his payments and/or deposits. The Purchaser shall also be required to procure any necessary export licences and, if required, to exercise care in adhering to the Export Control provisions.
  5. Delivery Period and Delivery Weight:
    1. An agreed delivery period shall be considered as only an approximate indication and presupposes correct and timely delivery of raw materials, etc. to the Seller. The agreed interval before the initial delivery is made shall nominally commence with the issuance of the confirmation oforder but not before the receipt and clarification of all necessary documents and official approvals.
    2. The delivery period shall be extended proportionately, even during a delay of delivery, in the event of the intervention of unforeseen obstacles which the Seller cannot avoid, despite reasonable care under the particular circumstances, whether such obstacles arise in the Seller’s works or with his subcontractors, e.g. break-downs, official interventions, difficulties with power supplies, delays in the delivery of important raw materials as well as in the case of a strike or lockout.
    3. We shall have the right to withdraw from the Agreement/Contract in the event that any part of an order remains unfulfilled because of any action or lack of action by the Purchaser.
    4. Should we ourselves fall into arrears in a legal sense, the Purchaser must set us an appropriate grace period. On expiration of this grace period he may withdraw from the Agreement if, at this time, he had not been informed that the goods were ready for dispatch. Claims for damages resulting from the non- observance of delivery times or delivery dates are excluded. We do have responsibility under legal requirements to the extent that the basic selling contract is a fixed transaction as interpreted by § 286, Section 2, No. 4 BGB [Buergerliches Gesetzbuch] or § 376 HGB (Handelsgesetzbuch). We are also responsible under legal requirements to the extent that the ordering party is entitled to show that his interest in the wider fulfilment of the contract has been adversely affected as a consequence of a delivery delay for which we are responsible. In accordance with legal requirements we are also responsible to the extent that any delay in delivery caused by us resulted from an intentional or grossly neglectful infringement of the contract; in that situation our responsibility for damage compensation is limited to foreseeable, typically representative damages unless the matter relates to an intentional infringement of the contract. Also, in accordance with legal requirements we are responsible if the delay in delivery results from the culpable infringement of a basic contractual obligation. In this case too, however, our responsibility is limited to foreseeable, typically representative damages.
    5. In the case of subsequent amendments of the Contract which may influence the delivery time, the delivery time shall be appropriately extended unless special agreements have been reached in this connection.
    6. If despatch is delayed at the wish of the Purchaser or the delivery is not called off in good time, the goods shall be stored at the risk and expense of the Purchaser. In the event that storage on our site is possible, a storage charge to cover the resultant costs or losses can be levied on a lump-sum basis. This will total at least 1% of the invoice amount per month from the day when the goods are ready for despatch. The requirement to provide proof of higher or lower storage costs remains unaffected. After setting an appropriate limit to the storage period and the fruitless expiration thereof , we shall also be entitled to dispose of the goods in another way and to supply the Purchaser over an appropriately extended period.
    7. The weight established at the time of despatch is definitive. Part deliveries by us are permissible in so far as these are convenient to the Purchaser and mutual interests have been taken into account. Only dates confirmed in writing can be considered as fixed dates.
  6. Withdrawal:
    1. We reserve the right to withdraw from the Contract upon non-observance of the agreed conditions of payment or in the event of changes in the business relations of the Purchaser, e.g. change of ownership. In the event of withdrawal or postponement of the delivery we shall not be liable for the payment of compensation.
    2. If the goods are taken back by us or appropriation arises in relation to the contract because of our retention of title then the Purchaser shall be liable for the resultant costs thereof.
    3. Should the fulfilment of the obligations undertaken by cph be wholly or partly impossible as a result of circumstances over which we have no control, we shall be entitled to withdraw completely or partially from the contract. Insofar as the delivery relates only to certain types of objects, we shall be released if their procurement would be economically unreasonable or impractical for us.
  7. Premature termination of the Contract/Costs of cancellation:
    1. If the contractual relationship should terminate before we have completely fulfilled the order, the deliveries and/or services provided by cph within the framework of the prevailing price agreement between the parties to the Contract shall be paid for pro rata, so that the invoice will be reduced by the amount of the still amount will be reduced by the amount of the still outstanding part of the deliveries. The right to lodge more extensive claims by cph arising from the premature termination of the Contract shall remain unaffected.
    2. Should the Purchaser unjustifiably cancel a contract which he has entered into, we shall be entitled, without prejudice to the possibility of claiming a higher level of compensation, to demand 20% of the value of the order for the costs arising from the preparation of the order and for unrealised prof it as compensation. cph reserves, however, the right to claim damages at a higher level in individual cases. The Purchaser is entitled to supply evidence that cph has not suffered damage or that any damage is substantially lower than the lump sum.
  8. Packing:
    1. The returnable packaging and or containers made available by us (and expressly referred to as such in the invoice) remain(s) our inalienable property. It must be handled with care and may not be used for any purpose other than the storage of the products supplied.
    2. Immediately they have been emptied, the returnable packaging and or containers must be returned carriage paid in good refillable condition to our works or, subject to special agreement, to the store from which the goods were supplied. Our packaging and/or containers must not be  damaged or contaminated or filled with other materials. It is, however, possible to agree an exchange return when the next delivery is made.
    3. A period of 3 months is allowed for the return of returnable packaging. If the returnable packaging is not returned after the expiration of this period or has been damaged or made unusable through non-observance of our wishes, we reserve the right either to (a) effect repairs and charge for the cost or (b) submit an invoice for replacements at the current price of brand new packs of the same design or (c) dispose of the unusable packs at the cost of the Purchaser. Hire charges may be separately levied for the time by which the specified retention period is exceeded. The resulting amounts and/or costs shall be due for immediate payment. The empties account will be credited after the empties have been received.
    4. We must hold the recipient liable for any damages and costs arising from non-observance of these conditions. All other packaging not expressly specified as returnable packaging in the invoices will not be taken back, unless otherwise agreed  between the Customer and cph.
  9. Risk / Despatch:
    1. All deliveries will be at Customer’s risk ex works or store. The Customer shall also bear the risk for all returned goods during return transport as well as for the packaging during transport in each direction.
    2. We shall endeavour to meet the wishes of the Purchaser in respect of method of transport and transport route. Any resultant extra costs will be borne by the Purchaser – even in the case of an order placed on a carriage-free delivery basis.
  10. Complaints, Guarantee and Liability:
    1. Our advice, both verbal and written, in respect of applications technology regarding the suitability, processing and application, etc. of our products is not of a binding nature – even with regard to Third Party property rights -and does not free Purchasers from the obligation of carrying out their own independent tests of our products for their suitability for the intended process and purpose.
    2. Nevertheless, should the question subsequently arise of a liability on our part, we shall pay compensation only to the same extent as for material defects.
    3. The Purchaser is required to make available to us at his expense all documents and/or data relevant to the order in good time before cph starts to carry out the order – and to do so without receiving a special request for this from cph.
    4. We shall be liable for damage attributable to inadequate or faulty information only in the case of our own intentional or gross negligence. The exclusion of liability applies to the same extent in respect of simple vicarious agents (non-legal representativ es or senior staff members) and cph agents. Otherwise the Purchaser must release cph from all liability.
    5. Complaints may only be made in writing and without delay (i.e. within 3 days or, in the case of export business, within 8 days after receipt of the goods) and prior to the use of the goods, thereby providing cph with an opportunity to recheck immediately. This also applies in the case where the goods are delivered, not directly to the Purchaser, but to a Third Party named by the Purchaser or the Purchaser himself passes the goods on. In entrepreneurial business transactions the Purchaser loses all of his rights under the guarantee including any claims to compensation as a result of claims by his own customer or the latter’s further customer in the case where the Customer does not meet his obligations to make a claim in good time or correctly. Samples taken by the Purchaser shall be regarded as valid proof of the actual properties of the disputed goods only if cph was given an opportunity to convince ourselves of a satisfactory sampling procedure. The sample must weigh at least 1 kg. The costs of retesting, etc. shall be borne by the losing party. The Purchaser must undertake to safeguard any right of recourse against Third Parties.
    6. In the case of well-founded complaints cph shall be entitled at the Purchaser’s discretion to make a replacement delivery or undertake rectification of the defects. If the rectification is not successful or if the replacement goods are also defective the Purchaser may demand return of the goods against ref und of the agreed purchase price or a reduction of the purchase price. The Purchaser shall have no other claims of any nature, in particular for the replacement of damages not involving the supplied goods themselves or founded on infringement of collateral obligations, either against our staff and agents or against us. To this extent the Purchaser has only a right of withdrawal, to the exclusion of all other claims.
    7. Only the immediate Purchaser himself is entitled to make claims under the guarantee and claims for compensation. These are not assignable.
    8. Unavoidable variations in condition, technical equipment/constitution or composition and appearance of the goods or those which are normally acceptable in trade and business shall not justify notice of defect.
    9. The liability of cph is limited to damage caused by intentional and/or gross negligence and to damages which occur as a result of defects in properties for the presence of which cph had given guarantees (“guaranteed properties”). The exclusion of liability applies to the same extent in respect of simple vicarious agents (non- legal representatives or senior staff members) and cph agents. In the case of a merely negligent failure of duty by cph or the abovementioned persons the liability of cph is limited to the conventional contractually foreseeable damage.
    10. If a collateral duty is infringed, then in the case of slight negligence cph shall have no liability; they shall in such cases be liable only for personal injuries. This shall also apply in cases of the violation of major liabilities if attributable to the negligence of cph or the above-mentioned persons. cph shall not be responsible for consequential damage. Liability as a result of mandatory legal provisions remains unaffected.
    11. Notices of defects and differences of opinion of any nature shall not delay the obligation to pay. We accept no liability for the compliance with legal provisions in the processing of our products by other parties. To this extent the Purchaser undertakes independently to observe any existing application patents.
    12. Claims in respect of defects in guaranteed properties and guarantees for the nature of the subject matter can only be accepted if the guaranteed properties or guarantee for the nature of the subject matter have been confirmed in writing by cph. Descriptions of the goods do not constitute covenants or guarantees. The submission of samples by cph is not a warranty of any properties neither is any particular condition guaranteed thereby.
    13. When despatching the goods we can select the mode of transport and the route to the exclusion of any liability. On transfer to the forwarding agent or carrier but at the latest on leaving the works or store, all risks are transferred to the Purchaser. We shall be obliged to effect transport insurance only at the express request of the Purchaser and if the latter bears the cost of this.
    14. cph warrants the products which they supply to be free from defect for a period of 6 months from production day. individual agreements between the parties shall remain unaffected by this. The stability of the products beyond the technically feasible period is not guaranteed. The purchaser is made aware of the composition of the products and the resultant stability through the technical information sheets.
  11. Retention of title:
    1. The goods supplied by us remain our property until the full settlement of all outstanding claims (reserved goods). The retention of title also extends to all resold goods and to the products resulting from processing. Any processing or manufacturing of the reserved goods shall always take place with cph as the manufacturer in the sense of §950 BGB [Buergerliches Gesetzbuch]. If cph materials are combined or mixed with materials which are not the property of the Seller, the Seller shall always acquire co-ownership.
    2. The Purchaser is entitled to dispose of the goods as part of a regular business procedure. No other disposal, in particular, pledging, transfer of ownership as security or using for barter, is permitted. Pledges undertaken by Third Parties must be immediately notified. The claims of the Purchaser from the resale of our goods are already assigned to us as security, without distinction as to whether the goods are resold to one or more recipients and whether they are unprocessed or processed. In the case where the goods are sold by the Purchaser in conjunction with other goods not belonging to us, the assignment of the purchase price claim shall apply only to the extent of the invoice value of our goods. The Purchaser is revocably empowered to meet the claim from the resale.
    3. If requested by us, the Purchaser must inform the Debtor of the assigned claims and present or show the Debtor the assignment and to support us in every way in the action. The Purchaser shall reimburse us for any costs of the action.
    4. In the case of Third Party debt enforcement measures in reserved ownership goods or in the previously assigned claims the Purchaser must immediately notify the Seller and provide the documents required for an action. In the case of attachment we must be provided with the  attachment report and the garnishee order.
    5. The retention of ownership shall be unaffected by the allocation of individual claims from the business relationship into a current account or by the striking of a balance and the acknowledgement of that action.
    6. Providing that the value of the security given to us exceeds our total claims by 25%, we undertake, at the wish of the Purchaser, to release fully paid deliveries of our choice.
    7. The exercise of the rights of retention of ownership does not signify withdrawal from the Contract.
  12. The application of GCS to export transactions or delivery abroad:
    The contracting party can always obtain knowledge of the contents of these General Conditions of Sale (GCS) in his own language in a satisfactory manner (for example, by translation at his expense). He cannot, therefore, at any time claim that he was unable to observe the GCS on the basis of differences in language.
  13. Settlement Place, Court of Jurisdiction and Safeguarding Provision
    1. The settlement place and court of jurisdiction for therights and obligations deriving from the Sales Contract is Essen. This also applies to claims relating to bills of exchange without regard to their settlement place insofar as the Purchaser is a registered trader, a legal entity or the holder of a public-law power, or has no domestic general jurisdiction. If the Purchaser does not belong to this group then Essen shall be expressly agreed as the court of jurisdiction for default proceedings.
    2. Place of fulfilment for Seller’s deliveries is the place to which he has to deliver the goods. If the Purchaser is a businessman, trader or the like, the court of jurisdiction shall be Essen or, at our discretion, his general court of jurisdiction.
    3. The contractual relationship shall be governed by the law of the Federal Republic of Germany (Addition: with the exception of the uniform UN Sales Law/CISG and of international private law).
    4. Should one or more provisions of these General Conditions of Sale be or become inadmissible, the validity of the remaining conditions shall remain unaffected thereby. The inadmissible condition shall be replaced by an admissible condition in such a way that this comes as close as possible in content and purpose to the inadmissible condition.

Disclaimer Clause
The only version of this document describing the General Conditions of Sale (GCS) practiced by cph which has legal force is the original which is written in the German language and is subject to interpretation in the German Courts alone. However, to assist our export customers to more easily acquire a general understanding of our terms of business we offer this non-binding version in English, i.e. although we provide it in good faith we cannot accept any responsibility for its contents. To the best of our knowledge and belief this is an accurate translation of the original German text but if any differences should come to light then, without any exception, the original German text is to be regarded as the definitive legal version.