Dear Customers and Suppliers,

here you find our General Terms and Conditions of Sale. These form the basis all our contractual agreements.

You can also access them as pdf document by activating the link. In this form you can comfortably store them in memory or print them out.



 

der Saint-Gobain Oberland Aktiengesellschaft,
Oberlandstraße, 88410 Bad Wurzach

Stand: 17. Dezember 2003

I. General
The following General Terms and Conditions of Sale (hereinafter referred to as “GTCS”) are exclusively valid for all deliveries of goods by Saint-Gobain Oberland AG (hereinafter referred to as “supplier”) to entrepreneurs, legal entities under public law, (hereinafter referred to as “customer”). The supplier agrees with the customer on the first conclusion of a contract that these GCTS shall be applicable to all subsequent orders, even without any further express stipulation. The GCTS are deemed to have been accepted upon taking delivery of the goods at the latest. The purchaser’s Terms and Conditions as well as deviating conditions in inquiries, offers, order confirmations, order forms or other printed matter from the customer are only valid if they have been expressly accepted by the supplier in writing.

II. Offers
Supplier’s offers are non-binding and subject to change. Contracts are only valid in written form.

III. Deliveries

(1)	The volume of the delivery is determined by supplier’s written order confirmation. Should such a document not exist, then the delivery note is deemed to be the order confirmation.
(2)	The supplier may freely determine the production site to process the order and may freely determine the place of dispatch in cases of deliveries from storage.
(3)	Samples, models and illustrations are only approximately definitive. All specifications concerning weight, content, dimensions and suchlike are considered as average. In case limitations for the permissible variations have not been precisely defined, manufacture-related variations and/or variations in the service of technical progress within the customary scope in the line of business are deemed to be admitted. Color hue identity cannot be guaranteed.
(4)	Excess or short deliveries are permissible up to 5% of the respective delivery quantity. The delivered quantity will be invoiced. Partial deliveries are permissible unless these represent an unreasonable disadvantage for the customer.

IV. Prices

(1)	The prices stated are to be understood as net prices in the stated currency, to which legally stipulated value added tax, customs tariffs and other levies are to be added. In cases of list prices, or if no specific price has been agreed on, the supplier’s price list in its currently valid version shall apply. Should delivery be agreed to for a date in excess of four months after the acceptance of the order, the supplier is entitled to adjust the prices, if and insofar as considerable increases in material, labor or energy costs have come about in the meantime.
(2)	The stated prices are quoted free to the customer’s main receiving railroad station in cases of rail delivery or free the customer’s premises in cases of truck deliveries within Germany. Unless otherwise agreed, the prices include the costs of standard industrial packaging, but not insurance premiums or other ancillary costs.
(3)	Cost estimates. designs, drawings, models and similar preparatory work initiated by the customer will be invoiced. The supplier will retain property and copyrights on the aforementioned objects. They may not be made available to third parties.

V. Payment Conditions

(1)	Place of performance for payment claims by the supplier is the vendor’s place of business. Payments received will first be applied to costs and interests, then to unsecured claims and then to the respectively oldest claims, even if the customer has made divergent directions.
(2)	Promissory notes – with a maximum period of validity of 90 days as of the due date – can only be accepted on special agreement and then only as a conditional payment without discount. Upon payment date, the supplier will charge note charges in the amount of 8 percentage points above the basic interest rate, insofar as higher costs have not incurred.
(3)	The customer is only entitled to retain or offset payments on account of any counter-claim including guarantee claims if undisputed or legally unappealable payment claims exist.
(4)	The supplier is entitled to charge the customer payability interest in the amount of 5% of the payment due date effective from the due date until at the latest the point in time when the payment becomes overdue in such cases where no payment has been received up to the overdue date. Invoices from the supplier are considered acknowledged if the customer has not raised an objection to them within a period of 10 calendar days following receipt of said invoice. Once the overdue date has been reached, interest will be charged in the amount of bank credit costs, amounting however at least to an interest charge of 8 percentage points above the basic interest rate.
(5)	Should payment conditions not be met or if there is justified reason to doubt the customer’s credit-worthiness, the supplier is entitled to demand advance payment and immediate payment of all outstanding invoices, including those not yet due for payment, to retain goods not yet delivered, to demand return of unpaid deliveries at the customer’s expense or to withdraw from the contract without notice with respect to goods not yet delivered and/or delivered goods that has not been paid for, and to demand compensation for damages that have come about as a result of such withdrawal.

VI. Delivery Dates and Deadlines

(1)	Dates and terms for deliveries are only binding if they have been agreed to in writing. They can only be maintained on the condition that the customer meets his contractual obligations, in particular with regard to agreed advance payments or regarding other preliminary performance and cooperation duties. A further prerequisite for their maintenance is a correct and prompt delivery to the supplier by pre-suppliers, insofar as the supplier has selected such pre-suppliers with the commercial due diligence.
(2)	Should a deadline be established in the order confirmation, the supplier is obligated to delivery by this date. If several deadlines are established, the obligation refers to the respective deadline attributed to the partial order.
(3)	The permissibility of a 50-percent period beyond the deadline is regarded as agreed to in cases of statements on approximate delivery deadlines. Supplier’s information in this regard are not to be considered as contractual warranties.
(4)	Should the supplier default in delivery and should he have allowed a written agreement for delayed delivery to elapse unused, the customer has the right to withdraw from the contract insofar as delivery has not yet been made. Any further claims for damages for non-fulfillment or default that go beyond this can only be asserted under the terms and conditions set forth in Section X.
(5)	The delivery term shall be extended appropriately in the event the supplier should suffer unpredictable operation breakdowns not intentionally caused by him or brought about by gross negligence on his part, e.g. bureaucratic interference, acts of war, natural disasters, delays in the supply of energy and raw materials, labor disputes, in particular strikes and lock-outs. The supplier shall also not be obligated to bear responsibility for the situations mentioned heretofore should they have come about in cases of already eventuated delays.
(6)	Partial deliveries from orders on call will in each case be delivered to the customer four weeks after such call has been made. Should no call eventuate within a reasonable period, the supplier shall be entitled to select to ask for fulfillment following prior notice or to withdraw from the contract. Further claims for damages of any kind remain unaffected.
(7)	The customer is obligated to take possession of all goods prepared or delivered on time without delay. Beyond this he must establish all the prerequisites required on his side for an on-time processing of the order. Should the delivery of completely manufactured goods remain at the availability of the customer, the invoice can be immediately rendered and payment demanded. The goods is then stored at the expense and risk of the customer. The same condition applies in case of a default in acceptance on the part of the customer.

VII. Packaging, Shipment

(1)	In the absence of other agreements, the supplier will select the type of packaging and mode of dispatch as well as the dispatch type sequence and the transport company.
(2)	Shipping aids supplied on loan by the supplier (e.g. flat pallets) must be returned at no charge within three months in usable condition, otherwise the cost of replacement will be invoiced to the customer, except in cases where the customer can prove no fault on his part.

VIII. Reservation of Property Rights

(1)	Delivered goods remain supplier’s property until payment of all claims, including future claims against the customer in this business relationship, has been made in full. The customer is entitled to resell the goods subject to this reservation in normal business connections except in such cases where claims resulting from resale on the part of the customer have already been assigned to a third party; the entitlement to resale is also voided if the customer shall default in payment or suffer financial collapse. In cases of resale on credit the customer is obligated to secure the rights of the supplier. The customer is not permitted to pledge the goods or transfer ownership for security without the express written agreement of the supplier.
(2)	In cases of resale of goods under reservation to third parties, the customer assigns all claims resulting therefrom at this time in the full amount of the claims to these third parties without any special declaration of such assignment being required in individual cases; the supplier accepts this assignment. Regardless of such assignment and the collection rights of the supplier, the customer is entitled to make collection insofar as he has met his obligations to the supplier and is not undergoing financial collapse. On demand of the supplier, the customer must supply him with information on the assigned claims and advise the debtors of the assignment. In cases of payment default or financial collapse on the part of the customer, the supplier is entitled to advise third-party debtors of the assignment of claims or repossess the goods under reservation.
(3)	Any use of goods under reservation for processing and adaptation, mixtures or compounds is assumed by the customer on our behalf without the eventuation of any obligation on our part. He then transfers– insofar as no agreement to the contrary has been concluded – full ownership of the new item to us. Should the customer acquire the sole property right to this new item in cases of compounds, mixtures or intermingling of the goods under reservation with other goods, the parties to this agreement are agreed that the customer will transfer to the supplier co-ownership of the new item in the relation of the value of the goods under reservation. In all cases the customer shall store the new item free of charge for the supplier. The rules in cases of resale set forth in paragraph (2) shall apply appropriately to the amount of the value of the goods under reservation.
(4)	The customer must advise the supplier without delay of enforcement measures for third parties on goods under reservation or previously assigned claims. He must also admit the supplier or his representative access to the place of storage for this goods and assume the costs of any interventions.
(5)	The supplier is obliged to release the security to which he is entitled under the foregoing terms and conditions at his option on request of the customer, insofar as the value of the claims to be secured exceeds 20%.
(6)	The customer is obligated to store duly the goods under reservation and insure them at his expense against theft, breakage, fire, water and other forms of damage. The insurance claims are deemed to be assigned to the supplier in the amount of the value of the goods under reservation.
(7)	In cases where goods supplied to other countries may not be subjected to property reservations with the same effect as can be agreed to under German law, but the reservation of other rights on the object to be supplied are permitted, the supplier is entitled to those rights. The customer must cooperate in every way with this procedure.

IX. Liability

(1)	The supplier shall be liable for defects for one year dated from the delivery of the goods or the default in acceptance on the part of the customer. The supplier only accepts liability for the suitability of the supplied goods for the purposes envisioned by the customer in cases where these purposes have been expressly established in writing in the contract. The supply of a specific quantity of bottles or jars does not represent an entirety of res.
(2)	The customer must examine the goods supplied immediately on receipt. In this case a dynamic arrival check must be carried out. Before and during processing and filling, the removal of defect goods supplied must be assured through appropriate regular short-term checks and the installation of appropriate equipment. The supplier must be advised of any apparent defects in writing within 10 days following the delivery of the goods. Non-apparent defects shall be reported in writing immediately upon discovery, no later, however, than one year following delivery. Otherwise the supply are deemed to be as may be required be the contract. Further obligations of inspection and advice of defects remain unaffected.
(3)	In cases of justified and on-time notifications of defects, the supplier shall have the option to supply substitute goods or make improvements on the goods supplied. Items replaced become the property of the supplier. Should the supplier default on a deadline to be set within reason for him by the customer without correcting the defect, or should improved or replaced goods prove faulty, the customer has the option to withdraw from the contract or demand a reduction (in the price of the goods). Should the condition of the supplied goods deviate only immaterially in cases of delivery within Germany or not significantly in international goods trade from the condition agreed to, the customer will have no claim for subsequent satisfaction and withdrawal.
(4)	Claims for damages by the customer against the supplier can only be asserted within the frame of reference of Section X.
(5)	The return of goods requires mutual agreement. The customer is liable for loss or damage to goods on return shipment.
(6)	The foregoing regulations apply appropriately to defects resulting from consultation or other additional contractual obligations.
(7)	The supplier is entitled to refuse to fulfill claims on the part of the customer in cases of warranty as long as the customer has not met his contractual obligations. Without specific written agreement, the supplier accepts no responsibility for seeing to it that the goods supplied by him meets foreign legal specifications.

X. Claims for damages and indemnification

(1)	Customer’s claims for damages and indemnifaction against the supplier are, as far as legally allowed, limited to cases of intention or gross negligence. This limitation does not apply in cases of assumption of a specific contractual guarantee or an procurement risk. It additionally does not apply to injury to life, body or health, as well as to violation of contractual obligations that are significant toward the attainment of the contractual purposes in the sense of the German Civil Code.
(2)	Supplier’s liability for customer’s claims for damages and indemnification of all kinds is limited in any case to the amount of the actual damage incurred, which was noticeable for the supplier on the basis of circumstances expressly communicated to him by the customer (e.g. risk-bearing contractual purpose).
(3)	The foregoing terms and conditions to not eliminate possible further claims under the terms of the product liability law.

XI.  Molds, Tools and Dies, Sales Documents

(1)	The costs for the production, acquisition and alteration of special molds, tools and dies are to be borne by the customer. The ownership of these molds, tools and dies as well as all copyrights thereon involved with the supplier even after payment. This does not apply in cases in which the customer supplies his own production molds, tools or dies for the carrying out of his order without the supplier having significantly altered them.
(2)	The supplier is obliged to use production molds, tools and dies supplied by the customer only to carry out the customer’s order, unless he has significantly altered them.
(3)	The supplier is obliged himself to keep production molds, tools and dies paid for by the customer until they have naturally worn out, no later however than for the duration of 2 years following the last delivery.

XII. Violation of Property Rights
The customer shall be liable for making sure the execution of orders placed by him on the basis of his own stipulations, desires or designs for forms, colors, sizes and weights in no way violate the copyrights, commercial property rights or other rights of third parties. Should claims be asserted against the supplier because of the violation of the aforementioned rights or claims under the stipulations of competition legislation, the customer will indemnify the supplier against all obligations and costs eventuating therefrom and, if requested by the supplier, also provide reasonable advance payment and security.

XIII. Data Acquisition
The supplier will store data related to the person of the customer necessary for business relations in the memory of his electronic data processing equipment.

XIV. Jurisdiction, Applicable Law

(1)	Jurisdiction for all litigation arising from this contractual relationship is Bad Wurzach. The supplier is also entitled to take legal proceedings at customer’s place of business.
(2)	German law shall apply.

XV. Partial Invalidity
Should a stipulation in these General Terms and Conditions of Sale become void or invalid, this shall not affect the validity of the remaining stipulations. The void or invalid stipulation is to be replaced by the valid regulation which comes closest to its commercial purpose.