General Terms & Conditions of Sale and Delivery General Terms & Conditions of Sale and Delivery of ASiRAL GmbH & Co. KG Last revised 01 July 2014 § 1 Scope of validity The following General Terms & Conditions, as amended at the time of the purchase order in any given case, shall apply exclusively to business relations between the customer and ASiRAL. They shall be deemed to have been accepted in respect of all deliveries and other services once the order has been placed. They shall therefore also apply to all future business relations even if not explicitly reconfirmed. Conflicting conditions set out by the purchaser will not be acknowledged by ASiRAL unless ASiRAL has given written confirmation of its acceptance of the same in any given case. Quotations issued by ASiRAL shall be subject to confirmation and non-binding. Contracts shall be deemed to have entered into effect when the written order confirmations of the buyer have been received or when the goods have been delivered. Any part delivery shall be treated as an independent contract. Any complaints with regard to part deliveries shall not affect the purchase contract in respect of further deliveries. § 2 Prices Unless explicitly agreed otherwise in writing, the prices quoted shall be understood to be the total payable, inclusive of customs duties, transportation charges and freight insurance costs and exclusive of value added tax. Our offers are binding. Unless agreed otherwise in writing, ASiRAL will be bound for three months to the prices quoted on entry into force of any contract. Our applicable day rates shall apply to any costings thereafter. In any case of miscalculation we shall be entitled to correct the prices we specified, even if delivery has already taken place. § 3 Terms of payment Invoices shall be payable strictly net within 30 days of the invoice date. ASiRAL will not accept bills of exchange. Cheques and any amounts credited to ASiRAL by way of direct debit systems will be accepted on account of performance only. The value date shall be the day on which ASiRAL can access the proceeds. All expenses will be invoiced separately. If a payment is not made by the due date pursuant to paragraph 1, default interest will be charged at 8 % above the base rate, as set out in the German Commercial Code (HGB). In addition to this, a flat administrative fee of € 2.50 will be charged for the second reminder and a flat fee of € 5.00 for the third reminder. The buyer may not exercise any right of retention on account of previous or other transactions within the current business relationship. Counterclaims may only be offset insofar as we have acknowledged them and insofar as the claims are due for payment or established as final and absolute. § 4 Security interests ASiRAL shall be granted the following securities until such time as all receivables (including outstanding balance claims) owed to ASiRAL now or in the future by the buyer and by the buyer's allied companies, on any legal grounds, have been met in full: ASiRAL shall retain title to the goods. Any processing, mixing or alteration shall always be carried out on behalf of ASiRAL as the manufacturer but without imposing any obligation on the latter. Should the goods be combined, thereby extinguishing ASiRAL's share in their ownership, it is hereby agreed that the share of the single item owned by the buyer shall pass to ASiRAL in proportion to its value (invoice value). The buyer shall hold the share owned by ASiRAL in safe custody without charge. Goods which are partly owned by ASiRAL shall be described hereinafter as goods subject to reservation of ownership. The buyer shall be entitled to process and sell the goods subject to reservation of ownership in the normal course of business unless to do so would infringe property rights held by ASiRAL. The buyer hereby assigns to ASiRAL, in full and by way of security, the claims ensuing from the onward sale or another legal reason in respect of the goods subject to reservation of ownership. If the goods subject to reservation of ownership are seized by third parties, the buyer shall advise that they are owned by ASiRAL and shall notify the latter immediately (extended reservation of title). Costs and damages shall be borne by the buyer. § 5 Delivery dates and lead times Delivery dates and lead times shall be understood to be approximate only and without obligation. Should ASiRAL fall behind schedule, the buyer may withdraw from the contract on account of the delayed delivery after allowing a reasonable amount of additional time. No further claims may be made unless it is legally admissible to do so. This right of withdrawal shall not apply if the goods in question are purpose-built goods made to the buyer's specifications. § 6 Force majeure If ASiRAL is prevented from fulfilling its contractual obligations by events beyond its control, regardless of whether they affect ASiRAL or a supplier of the latter, the delivery time shall be extended by the duration of the impediment and an additional lead time of an appropriate length. Events equating to force majeure shall include transport delays, disruptions to operations, delays in the delivery of raw materials, strikes, lockouts and other circumstances which could not have been foreseen by ASiRAL and which could not have been averted by due diligence on the part of SIRAL, even to such extent as it would employ in its own affairs. If delivery should prove to be impossible, ASiRAL shall be released from the obligation to supply. § 7 Dispatch Unless agreed otherwise in writing, goods of the agreed minimum quantity shall be delivered free to the buyer's address. If delivery is made by vehicles instructed by ASiRAL, the risk shall pass to the buyer on receipt of the goods at the relevant destination. If the goods are collected ex works or from another location by vehicles instructed by the buyer, the risk shall pass to the buyer when the goods are handed over at the relevant location. § 8 Liability for delivery defects The customer shall be required to inspect the goods immediately on their receipt in order to identify any defects or damage to the packaging. Any damage to the packaging must be reported on the delivery note and confirmed by the carrier. Claims for damage in transit cannot be acknowledged without this confirmation. The purchaser shall be required to report defects with the delivered goods immediately over the telephone and also to confirm these reports in writing within three days of receiving the goods. Complaints shall not constitute grounds on which to withhold or reduce payments. In cases where immediate notification of defects is given and is found to be legitimate, we will take back defective goods and replace them with perfect goods. If we fail to discharge our duty of delivering replacement goods, or fail to do so as stipulated in the contract, then the customer will have the right to opt for a reduction in the payment or rescission of the contract. In cases where immediate notification of defects is given and is found to be legitimate, any claims of the customer arising therefrom may not be assigned to third parties. Warranty obligations shall not apply if we are not informed in due time and have been asked to make rectification. Incorrect handling and use of the goods shall also be excluded, as shall the causing of damage through deliberate intent or gross negligence. No further claims may be made; this shall apply in particular to claims for damages not occurring to the goods themselves (consequential harm caused by defects). In cases of absence of warranted characteristics, we will be liable insofar as said assurance was given for the express purpose of protecting the customer from the consequential harm caused by the defects and insofar as it is established beyond doubt that the damage was caused by the defectiveness of our goods. If you would like to make a complaint, please contact our customer service staff on 06321/9128-0. Please do not send back faulty goods without making prior arrangements with our customer service staff. ASiRAL will honour claims on the warranty for defects, shortfalls or incorrect deliveries in accordance with the statutory provisions and warranty periods, unless specified otherwise below: The applicable weight will be the weight recorded on leaving the factory. ASiRAL will be entitled to deliver 10% more or less than the quantity specified in the contract. The purchase price will be adjusted accordingly. The warranty shall relate to the condition of the products at the time of the transfer of risk. In cases where purchases are based on samples, the warranty shall relate merely to the due consistency of the goods with the samples. The colour and condition may be different from the samples, especially in terms of shades and quality. No guarantee is given with regard to the suitability for use of the products made by ASiRAL or of the items manufactured with them or work done with them, as ASiRAL has no control over the appropriate processing of its products. No warranty will be extended in any case in which the products are mixed or combined or otherwise connected with items made by other manufacturers unless this had been sanctioned by ASiRAL. Rejected goods may not be processed unless express consent has been granted by ASiRAL to this end. The warranty will be valid for 12 months from delivery of the goods. Claims for damages shall be subject, insofar as legally admissible, to a limitation period of six months from transfer of risk. § 9 Statute of limitations The period of limitation shall be 12 (twelve) months from the date of dispatch, unless the law provides for different statutory periods of limitation. The invoice shall be required as proof of the date of purchase in the case of claims. The rejected item must be sent in with a copy of the invoice or handed in at the factory. § 10 Patents If the buyer uses, applies or sells the goods supplied by ASiRAL in such a way as to infringe third-party property rights or patents, especially by processing, mixing or altering the goods, ASiRAL shall not be liable for any third-party claims levelled against the buyer. The buyer shall also be required to indemnify ASiRAL from such claims in cases of this kind. The same shall apply if the goods supplied by ASiRAL were purpose-built goods which were specially made to order, even in the event that they were merely resold by the buyer. § 11 Applicable law and place of jurisdiction The law of the Federal Republic of Germany shall apply to these General Terms & Conditions and to all legal relations between ASiRAL and the customer. The Hague Conventions Relating to a Uniform Law on the International Sale of Goods shall not apply. The place of performance and jurisdiction shall be Neustadt an der Weinstraße. Should individual clauses in these General Terms & Conditions or individual clauses in other agreements be or become invalid, this shall not affect the validity of all the other clauses and agreements. § 12 Right of cancellation of consumer contracts (under the Distance Selling Act (FernAbsG)) Right of cancellation Trade buyers shall have no right of cancellation. Private buyers shall have the right to cancel this contract within 14 days without stating reasons. The cancellation period of 14 days shall run from the day on which you or a third party nominated by you, who is not the carrier, took possession of the goods. If you ordered several products in one single purchase order and the products were delivered separately then the contract cancellation period of 14 days shall run from the day on which you or a third party nominated by you, who is not the carrier, took possession of the final item in the purchase order. If you wish to exercise your right of cancellation, you are required to inform us (ASiRAL GmbH & Co. KG, Hermann-Wehrle-Str. 15, D-67433 Neustadt/Weinstraße, FAX: 06321 9128 28, email: info@asiral.de) in a clearly written statement (e.g. in a letter sent by post, by fax or by email) expressing your decision to cancel this agreement. You may use the attached specimen cancellation form although this is not obligatory. The time limit for cancellation shall be deemed to have been observed if you send the notification stating that you wish to exercise your right of cancellation before the end of the cancellation period. Consequences of cancellation If you cancel this contract, we will be required to refund all the payments which we have received from you, including the delivery costs (with the exception of the additional costs incurred if you chose a method of delivery other than the standard delivery option which is the cheapest we offer), and to do so promptly within 14 days of the date on which we received your notification of cancellation of this contract. When making the refund, we will use the same means of payment as you used in the original transaction unless alternative arrangements are agreed with you. Under no circumstances, however, will you be required to pay charges on account of this refund. We may refuse to make the refund until we have received the goods back or until you have furnished proof that you have returned the goods, whichever is the earlier. Return shipment You will be required to ship or deliver the goods back to us immediately, within 14 days of the date on which you notify us of the cancellation of this contract. The time limit will be deemed to have been observed if you dispatch the goods before the end of the 14-day period. You shall bear the direct costs of returning the goods. You will only be required to pay compensation for any depreciation of the goods if this loss of value is attributable to handling of the merchandise which was not necessary for the purpose of inspecting the condition, properties and workings of the goods.
General Terms & Conditions  
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ADDRESS ASiRAL GmbH & Co. KG Hermann-Wehrle-Straße 15, 67433 Neustadt / Weinstraße
CONTACT Tel. +49 (0) 6321 - 91280 Fax.  +49 (0) 6321 - 9128 - 28 Mail: info@asiral.de
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