1 Scope
All deliveries and related services shall be made exclusively on the basis of these Terms and Conditions of Sale. References of the buyer to his terms and conditions are hereby contradicted. These terms and conditions of sale shall also apply to all future transactions. Deviations from these terms and conditions of sale require our express written acknowledgment. The unconditional delivery of goods, performance of services or acceptance of payments shall not constitute any acknowledgment on our part of deviating provisions.

2 Offer and acceptance
Our offers are not binding, but are to be understood as an invitation to the buyer to make us an offer to buy. The contract is concluded by the order of the buyer (offer) and our acceptance. If this differs from the order, this is considered our new offer without obligation.

3 Product details
3.1 Samples or specimens are only non-binding templates. Certain properties are not warranted hereby.
3.2 Deviations from product specifications are permitted, provided they are insignificant or unavoidable despite all care.

4 Consulting
We advise to the best of our knowledge based on our research and experience. All data and information on the suitability and use of the goods are not binding and do not exempt the buyer from their own tests and trials.

5 Prices
Should we change our prices for the product to be delivered or the terms of payment in general in the period between conclusion of the contract and delivery, we shall be entitled to apply the prices or terms of payment valid on the day of delivery. In the event of a price increase, the buyer is entitled to withdraw from the contract within 14 days after notification of the price increase.

6 Delivery
Delivery shall be made in accordance with the commercial clause stipulated in the individual contract, for the interpretation of which the INCOTERMS in the version valid at the time of conclusion of the contract shall apply. We reserve the right to choose the shipping route and method. Additional costs caused by special shipping requests of the buyer shall be borne by the buyer. The same applies to increases in freight rates occurring after conclusion of the contract, any additional costs for rerouting, storage costs, etc., unless carriage paid delivery has been agreed.

7 Transport damage
Complaints due to transport damage, the buyer has to report directly to the transport company with a copy to us within the special deadlines provided for this.

8 Laws of the importing country
The buyer is responsible for compliance with legal and official regulations for the import, delivery, storage and use of the goods delivered by us in the country of destination of the delivery.

9 Default in Payment
9.1 Failure to pay the purchase price when due shall constitute a material breach of contract. The buyer is in default if he does not pay after a reminder after the due date of the purchase price, but no later than 30 days after receipt of an invoice and due date of the purchase price, even if we have not sent a reminder. If a time according to the calendar is determined for the payment, the Buyer shall be in default without reminder if he does not pay on time.
9.2. In the aforementioned cases, we shall be entitled to charge interest on arrears at a rate of 5 percentage points above the one-month prime rate applicable at the time of the occurrence of the arrears if invoiced in euro, and at a rate of 5 percentage points above the discount rate of the highest banking institution of the country in whose currency the invoice was issued at that time if invoiced in another currency, but at least six percent of the amount owed.

10 Warranty
10.1 The Buyer shall notify us in writing of any lack of conformity of the goods (such as material defects, wrong delivery or deviations in quantity) within 2 weeks after receipt of the goods, stating the exact nature and extent of the lack of conformity. Insofar as the lack of conformity with the contract cannot be ascertained without reasonable investigation, the period for lodging a complaint shall be six months (insofar as the Buyer is not domiciled in Germany: one year) from receipt of the goods.
10.2 The buyer may demand the cancellation of the contract or a reduction of the purchase price only if the replacement delivery or rectification offered by us has not taken place within a reasonable period.

11 Liability
11.1 Insofar as we are not responsible for the breach of contract, claims for damages by the Buyer shall be excluded.
11.2 In cases of simple negligence, our liability shall be limited to cases of breach of essential contractual obligations.
11.3 Our liability shall in any case be limited to compensation for foreseeable damage.

12 Offsetting, right to refuse performance
Offsetting or the exercise of a right to refuse performance shall only be permissible in the case of undisputed or legally established counterclaims.

13 Securities
In case of justified doubts about the solvency of the buyer, especially in case of payment arrears, we can, subject to further claims, revoke granted payment terms and demand advance payments or securities for further deliveries.

14 Retention of title
The goods remain our property until full payment of the purchase price.

15 Force Majeure, Contractual Impediments
All events and circumstances whose occurrence is beyond our control, such as. Natural events, war, labor disputes, unforeseeable shortage of labor, energy, raw materials or auxiliary materials, traffic and operational disruptions, fire and explosion damage, orders of higher authorities, shall release us from our contractual obligations for the duration of the disruption and to the extent of its effects. This shall also apply insofar as the events and circumstances make the performance of the affected business sustainably uneconomical for the Seller or are present at our upstream suppliers. If these events last longer than eight weeks, both parties are entitled to withdraw from the contract. In the event of partial or complete discontinuation of our sources of supply, we shall not be obliged to obtain supplies from external suppliers. In this case, we are entitled to distribute the available quantities of goods, taking into account our own needs.

16 Place of payment
Regardless of the place of delivery of the goods or documents, the place of performance for the payment obligation of the buyer is the registered office of our company.

17 Receipt of declarations
Notifications and other declarations to be made to a party shall become effective when they are received by that party. If a deadline is to be met, the declaration must be received within the deadline.

18 Jurisdiction
Jurisdiction is the seat of our company or - at our option - the general jurisdiction of the buyer.

19 Applicable law
The law applicable at the registered office of our company shall apply to the contractual relationship. Should the Buyer not have its place of business in Germany, the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall apply to the contractual relationship.

20 Contract Language
If these General Terms and Conditions of Sale are made known to the Buyer in a language other than the language in which the Contract is concluded ("Contract Language"), this shall only be done to facilitate understanding. In the event of differences of interpretation, the text drawn up in German shall be binding.

Version: August 2018
Keller & Bohacek GmbH & Co. KG - the registered office of the company: D-40472 Duesseldorf, trade register Duesseldorf HRA No. 2646 

.