1. Offer and Acceptance
Seller’s quotations are not binding offers but invitations to the customer to submit a binding offer.
If Seller’s prices or Seller’s terms of payment are generally altered between the date of contract and dispatch, Seller may apply the price or the terms of payment in effect at the date of dispatch. In the event of a price increase, Buyer is entitled to withdraw from the contract by giving notice to Seller within 14 days after notification of the price increase.
3. Delivery, Damage in Transit
3.1 The net weight determined at the point of loading will form the basis for all documents.
3.2 Quoted delivery dates are best estimates only and are not binding.
3.3 Delivery shall be effected as agreed in the contract. General Commercial Terms such as CIF, FOB, CFR etc. shall be interpreted in accordance with the Incoterms as published by the International Chamber of Commerce on the date the contract is concluded.
3.4 Notice of claims arising out of damage in transit must be lodged by Buyer directly to the carrier within the period specified in the contract of carriage, providing Seller with a copy thereof.
4. Laws in Country of Destination
Buyer is responsible for compliance with all laws and regulations applicable in the country of destination regarding import, delivery, storage and use of the goods delivered by Seller.
5. Delay of Payment
Delay in due payment constitutes a fundamental breach of contract. In such case Seller is entitled to charge interest on the amount outstanding at the rate of 3 percentage points above the current discount rate of the major banking institution of the country of the invoiced currency.
Technical advice with regard to goods and their application is given to the best of Seller’s knowledge based on Seller’s research and experience. All advice and information with respect to suitability and application of the goods shall not, however, create any liability of Seller and shall not relieve the Buyer from undertaking his own investigations and tests.
7. Lack of Conformity
7.1 Buyer must notify Seller in writing if the goods do not conform with the contract, specifying the nature and extent of the lack of conformity, within 14 days after receipt of goods, as far as such deficiency can be discovered by reasonable examination.
7.2 Buyer may only declare the contract void or request a reduction of the purchase price if delivery of substitute goods or remedy of the lack of conformity offered by Seller has not been performed within a reasonable period of time.
In no event shall Seller be liable for any damages including incidental and consequential damages arising out of, or in connection with, the contract, except in cases of gross negligence or willful act.
9. Force Majeure
Any incident or circumstance beyond Seller’s control, such as natural occurences, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, or acts of government shall relieve Seller from his obligations under this contract to the extent Seller is prevented from performing thereby. The same applies to the extent such incident or circumstance renders the contractual performance within a reasonable time commercially impractical or occurs with a supplier of Seller. If the aforementioned occurrences last for a period of more than 3 months, Seller is entitled to withdraw from the contract without the Buyer having any right to compensation.
10. Set off, Retention of Payment
A set off or retention of payment is only permitted if counterclaims are existing which are either undisputed or adjudicated by final judgement.
Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.
12. Place of Performance
Regardless of the place of delivery of goods or documents, the place of payment shall be Seller’s place of business.
13. Retention of Title
The goods sold shall remain the property of the Seller until the price has been paid in full.
14. Jurisdiction, Applicable Law
14.1 Any dispute arising out of or in connection with this contract shall be heard, at Seller’s option, at the court having jurisdiction over Seller’s principal place of business or Buyer’s principal place of business.
14.2 The applicable law of the contract shall be the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) and, to the extent the Convention does not contain a provision, the law of Seller’s principal place of business.
Kassel, January 2007
K+S KALI GmbH
General Conditions of Sale / Export
In case these General Conditions of Sale/Export are made known to Buyer in his native language in addition to the language in which the sales contract has been concluded (“contract language”), this is merely done for Buyer’s convenience. In case of differences in interpretation, the version in the contract language shall be valid.
Registered Office: Kassel, HRB 7452 AG Kassel
Chairman of the Supervisory Board: Norbert Steiner
Management: Dr. Ernst Andres, Dr. Ralf Diekmann, Steffen Kirchhof
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