Definitions

• “the buyer” means the person/company who accepts a quotation from the seller for the sale of the goods or whose order for the goods is accepted by the seller.
• “the seller” refers to Capidema GmbH.
• “the conditions” means the standard terms and conditions of sale set out herein and includes any special terms and conditions agreed in writing between the buyer and the seller.
• “the contract” means the contract for the purchase and sale of the goods.
• “the goods” means the goods which the seller is to supply in accordance with these terms and conditions.
• “person” means an individual or a body corporate or unincorporated or a partnership.
• “writing” shall have the ordinary meaning ascribed to it, including but not restricted to typed written documents, telex, cable, facsimile and electronic communication.

Acceptance of Orders

• The contract between the seller and the buyer shall only become binding upon the confirmation of any order by the seller acting through its authorized representative and all quotations made and price or product lists supplied treated as invitations to trade only.
• The seller reserves the right to accept or refuse orders.
• The seller also reserves the right to cancel any uncompleted order or to suspend delivery in the event that the buyer’s commitments with the seller are not met.
• The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order within a sufficient time to enable the seller to perform the contract in accordance with its terms.
• lf the goods are to be manufactured or any process is to be applied to the goods by the seller in accordance with specification submitted by the buyer, the buyer shall indemnify the seller against lass, damages, costs and ex-penses awarded against or incurred by the seller in connection with any claim for infringement of any patent, copyright, design, Trademark or other industrial or intellectual property rights.
• On acceptance of an offer explicitly stated as being without obligation, the seller has the right to withdraw the offer within two working days of receipt of such acceptance

Carriage and Packing

• Unless expressly stated in writing, all prices quoted are ex works and carriage and transportation insurance is not included.
• Unless otherwise agreed, the packaging of the goods is at the sole discretion of the seller.

Payment

• The seller will invoice the buyer immediately upon dispatch of ordered goods. Unless otherwise indicated, the to-tal invoice value must be paid by the buyer to the seller within the payment condition stated above.
• lf the buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to:
• Cancel the contract and/or suspend any further deliveries to the buyer and/or
• Charge the buyer interest (both before and after any judgement at the rate of 5% per annum above the HSBC base rate from time to time until full payment is made (a part month being treated as a full month for the pur-pose of calculating interest)
• lf the recovery of any sums outstanding from the buyer to the seller is passed to a debt collection agency, the buyer shall pay the seller’s costs incurred.

Delivery

• Delivery shall take place at the buyer’s premises as notified in writing.
• The seller will endeavour to complete on any delivery dates stipulated, but such dates are only estimated and the seller will not be liable to the buyer for any claim whatsoever arising from any delay in delivery.
• The seller shall be entitled to deliver the goods by installment.
• The seller reserves the right not to deliver part installment where the buyer is exceeding or would do so on deli-very any credit Iimit with the seller.
• A delivery or collection note signed by or on behalf of the buyer or the buyer’s customer or representative is deemed to be evidence of delivery or collection of the goods specified within, in a good condition.
• lf the buyer fails to take delivery as agreed, the seller may:
• Store the goods at the buyers expense
• Seil the goods at the best price readily available and charge the buyer for any shortfall

Claims and Damages

• The buyer shall upon delivery examine the goods and shall promptly (and in any case within 48 hours of receipt) notify the seller in writing of any apparent damaged, defect or shortage, otherwise the seller shall be deemed conclusively to have performed its Obligations under the contract.
• The seller shall not be liable for any claims arising out of mis-use of the goods by the buyer.
• ln the event of any claim, the value of the claim shall be limited to the value of the goods defectively processed and will in no way extend to consequential lass.
• All goods must be stored by the buyer in suitable conditions and the seller will not be liable to the buyer for any defects brought about by the buyer’s storage conditions.

Risk and Property

• The buyer acknowledges that before entering into the contract, it has expressly represented and warranted to the seller that it is not insolvent and that there are no circumstances which would entitle any debenture holder or se-cured creditor to appoint a receiver or entitle any person to petition for its winding up or exercise any other right over or against the buyer or its assets.
• Notwithstanding delivery and passing of legal ownership of the goods shall not pass from the seller to the buyer until the seller has received full payment for the goods.
• Risk of damage to or lass of goods shall pass from the seller to the buyer when the good leave the warehouse of the seller.
• Until such time as ownership of the goods passes from the seller to the buyer, the buyer shall hold the goods as the seller’s agent and bailee, and shall keep the goods safe and identified as the sellers property.
• The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the seller’s property.

Termination

• Save as herein appears the buyer shall have no right to cancel the whole or any part of the contract and if not-withstanding this clause, the buyer shall purport to cancel the whole or any part of the contract, the seller may, by notice in writing to the buyer, elect to treat the contract as repudiated and the buyer shall thereupon be liable to pay to the seller by way of Iiquidated damages a sum equal to the expenses incurred by the seller in connection with the contract.
• lf the buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order, becomes bankrupt or goes into Iiquidation, the seller shall be entitled to cancel the contract or suspend any fur-ther deliveries without any liability to the buyer.

Force Majeure

• lnsofar as the performance of the contract by the seller may be affected by any strike, lack of available transport or materials, any restriction by any local authority or government department or by any strike, riot, act of God or any other reason beyond the seller’s control the seller may either terminate the contract or postpone its perfor-mance of the contact until such time as any event has passed.

Severability

• Should any single condition of the contract be found by a court or other competent authority to be void or unen-forceable such provision shall be deemed to be deleted from these conditions and remaining conditions shall re-main in full force and effect.

Variation

• The contract between the buyer and the seller cannot be varied, altered or excluded unless such variation, altera-tion or exclusion is agreed in writing between the authorized representatives of the buyer and seller.

Proper Law

• These conditions and the contract shall be construed in accordance with German law and the parties hereto he-reby submit to the jurisdiction of the courts of Germany (Saarbruecken). Applicable law is only German law.