WE, PaLett e.K ., whose registered office is at Zeisigweg 15, 47661 Issum, Germany, supply goods only on the conditions set out below. The receipt of these terms by the buyer shall be deemed a notification of objection to all inconsistent terms and conditions contained in buyer’s purchase order or other communication. No other conditions shall be binding on the company and an order for supply of goods by us shall be deemed to constitute the buyer’s acceptance of our conditions. No order shall be binding on us unless and until accepted by us in writing. No variation of or addition to these conditions shall be effective or form a part of any contract unless specifically accepted in writing by a duly authorised representative of our Company. The waiver or variation of any particular condition shall not be taken as a waiver or variation in general or of any other condition. Special conditions contained in order forms or any forms sent to us by the buyer which are at variance with or additional to our conditions are not binding on us unless specifically accepted in writing by a duly authorised representative of our Company. Any such special condition so accepted will apply only to the particular order concerned unless we otherwise specifically agree in writing.
WE reserve the right to vary any specification, drawings and illustrations in advertisements and trade literature and the buyer shall have no claim in respect of differences between the goods supplied and those described provided that they are of reasonably comparable or superior quality.
SUBJECT to condition 4 below. Prices in advertisements and trade literature are subject to alteration without notice and we reserve the right to invoice goods at the prices current at the date of the despatch of the goods. We reserve the right to make a minimum charge for each separate order. Unless otherwise stated all our prices exclude Value Added Tax.
OUR quotations and proforma invoices are valid as per the date stated on these documents. We reserve the right to make any alterations to a quotation, proforma invoice or contract in the event of increases in freight rate, taxes, duties or
rates of exchange or the imposition of any levy, surcharge, duty or tax affecting the goods in any way. Upon such alteration being communicated to the buyer, the buyer shall have the option to either (i) pay the altered price or (ii) cancel the order and return any unused goods already received within 5 days of the notification of the alteration. In this latter instance the altered price shall be payable for the used goods.
(a) EACH invoice shall become due and payable 30 days after the date to the invoice, unless otherwise agreed in writing by our duly authorised representative.
(b) WITHOUT prejudice to any other rights we may have under these conditions, we reserve the right in respect of any account not settled by the due date to claim the price of the goods and to charge interest at the rate of 2 per cent per annum above the base rate from time to time in force of Volksbank an der Niers eG.
(a) DELIVERY will be charged and added to the PaLett e.K. . invoice to the buyer.
If the buyer is outside of Germany delivery will be at such place and otherwise in accordance with such of the terms defined in Incoterms 2000 as may be specified in our quotation, proforma invoice, or acknowledgement of order and the place of delivery any only be changed if agreed in writing by a duly authorised representative of our company.
(b) WE reserve the right to choose whatever method and route of transportation may appear to us in our absolute discretion to be appropriate. If the buyer instructs us and we agree to use a different route, we reserve the right to make an additional charge therefore.
(c) WE reserve the right to deliver any order for supply of goods by instalments. Each instalment of goods delivered will be invoiced separately and shall be separately paid for. All invoices must be paid on the due date as a condition precedent to future deliveries.
RISK in the goods will pass to the buyer on delivery to its premises in Germany or, when delivery is outside of Germany risk will pass in accordance with the Incoterms specified in accordance with conditions as above.
OUR liability for any loss or damage to the goods in transit will be conditional upon the buyer having done nothing to render void or voidable any insurance we may have or to prejudice any claim we may have against the carrier or carriers and upon the buyer’s observance of these conditions of sale and in particular, but without prejudice to the generality, the buyer’s performance of the following obligations:
(a) THE buyer must notify us and, if known, the carrier, of the non-arrival of goods as soon as practicable and in any case not more than 28 days later than the expected date of arrival, as notified to the buyer by our order confirmation or invoice or other means.
THE buyer must check the condition of the goods with the carrier on delivery and partial loss of or damage to goods which is apparent must be notified to the carrier with a general indication of the loss or damage a the time of delivery and to us within 5 days of delivery. Partial loss or damage of goods which is not immediately apparent must be notified to the carrier and to us in writing as soon as practicable but in any case not more than 5 days after actual discovery and not more than 60 days after delivery to the buyer. Unless this procedure is complied with and the damaged goods and packaging are retained to enable us or our insurers and the carriers to inspect them we cannot accept any responsibility for them. In any event we have no responsibility once the risk in the goods has passed to the buyer.
IT is the buyer’s duty to inspect all goods within 7 days after delivery to ensure that they are free from defects and comply with the contract.
NO goods shall be returned to us without our prior consent in writing or by facsimile transmission. We will not undertake any liability or responsibility for goods returned to us without such consent.
THE property in the goods shall be transferred to the buyer upon and only upon the receipt by us of the full payment of the price of goods and of all other goods agreed to be sold buy us to the buyer for which payment is due and if the buyer fails to pay any such amount in full, we may enter the buyer’s premises at any time for the purpose of recovering the goods.
WHILE we endeavour to complete orders on time, time is not of the essence of the contract. All dates quoted for delivery or completion are estimates only and shall not give rise to contractual obligations unless specifically agreed on our behalf in writing by our duly authorised representative.
EXCEPT as expressly otherwise provided in these conditions, we shall not be liable for any losses or damage (including without limitation direct, indirect, special or consequential including loss of profit and whether or not foreseeable) however caused to the buyer.
WE are not liable for any total of partial failure of performance or any damage due to any acts of God, fire, flood, earthquake, war insurrection, civil disorders, labour disputes, embargo, military or government restriction, whether imposed by Germany or any other government, or by or through the European Community, European Free Trade Association, General Agreement on Tariffs and Trade or other national or international trading organisations which affects us or our suppliers or due to any other cause or causes outside or beyond our control.
ANY contract between us and the buyer shall in all respects be governed by and subject to and interpreted in accordance with German law within the exclusive jurisdiction of the German courts to which jurisdiction the buyer submits by entering into contractual relationship with us.
ADDRESSES of the Parties
The Seller: PaLett e.K. - Zeisigweg 15 - D-47661 Issum
The Buyers: Customer, MAIN STOCK ADDRESS