- Purpose of application our agreements are governed solely by the terms and conditions set forth in our sales confirmations and the following general sales conditions. For this reason, we explicitly reject the divergent or conflicting terms of Purchase of our Buyer, unless otherwise explicitly agreed in writing by both parties.
2. Offer and Acceptance Our offers are non-binding. Orders from our Buyer shall not be binding on us until the earlier of our sales confirmation or our delivery.
3. Prices and Payment
3.1. The purchase price is payable without any deduction by the due date.
3.2. In the event of late payment, Buyer will pay interest from the due date for final payment receipt at a rate of 9 percentage points above the base interest rate announced by Deutsche Bundesbank if the amount is invoiced in euros or, if invoiced. in Dolares, at a rate of 9 percentage points above the United States Central Bank’s discount rate at the time of payment.
3.3. In the event of doubt as to Buyer’s ability to pay and, in particular, if payment defaults have already occurred, we shall be entitled – without prejudice to other rights – to revoke any credit terms granted and to require advance payment or sufficient collateral.
3.4. Compensation or retention with counterclaims other than those that are not contested by us or confirmed by final court decision will be excluded.
3.5. Regardless of the place of delivery of goods or documents, the place of payment will be our designated bank or place of business, the seller’s bank if RYMAX GLOBAL is an agent of sale.
4. Delivery
4.1. Delivery shall be effected as agreed in the contract. General Commercial Terms shall be interpreted in accordance with the Incoterms in force on the date the contract is concluded.
4.2. In the event of delay in delivery by us, or by the seller, in the event of sale arrangement, Buyer shall be required to grant a reasonable grace period.
5. Product Quality
5.1. Unless explicitly agreed in writing, product quality is determined solely by the specifications of our products, or third parties at the time of sale.
???????5.2. Identified uses under the European Chemicals Regulation REACH relevant for the goods shall neither represent an agreement on the corresponding contractual quality of the goods nor the designated use under this contract.
5.3. Product and sample properties are binding to the extent that they are agreed in writing to define product quality.
5.4. Quality and shelf life data, as well as other additional data, will constitute a guarantee only if explicitly agreed and designated as such in writing by regulatory agencies.
6. Suggestion
6.1. Any suggestion rendered by us is given to the best of our knowledge. Any advice and information with respect to suitability and use of the goods shall not relieve the Buyer from analysing and testing the goods in your processes .
6.2. Technical and chemical specifications are no warranty or guarantee for a combination or application of the goods in yours processes. .
7. Retention of ownership
7.1. Simple retention of ownership: Ownership of the delivered goods will not be passed on to the buyer until the purchase value has been paid in full.
7.2. Right of access and disclosure: Upon our request, Buyer will provide all necessary information and information about the products we provide and / or will identify our brand and title of the goods in their packaging.
7.3. Late Payment: In the event of late payment by Buyer, we shall have the right – without terminating the sales contract and without granting a courtesy period of time – to demand the temporary delivery of goods owned by us at Buyer’s expense until completion of payment.
??????7.4. Partial waiver clause: should the value of the securities exceed our claims by more than 15%, we will waive securities of our choice to this extent.
7.5. Retention of Ownership
7.5.1. Retention of Ownership: If Buyer has paid the purchase price for the delivered goods but has not yet fully met any other debt arising out of his business relationship with us, we will retain possession of the delivered goods until all outstanding debts have been fully paid.
7.5.2. Retention of Ownership with Processing Clause: If Buyer processes the goods delivered by us, we will be considered manufacturers and directly acquire exclusive ownership of the newly produced goods. If processing involves other materials, we will directly purchase the joint title of the newly produced goods in proportion to the invoice value of the goods delivered by us to the invoice value of the other materials.
7.5.3. Retention of ownership with combination and mixing clause: If the goods delivered by us are combined or mixed with material owned by Buyer and such material has to be considered as the primary material, it is agreed that Buyer will transfer to us the joint title thereof. main material in proportion to the invoice value of the goods delivered by us to the invoice value (or, if the invoice value cannot be determined, to the market value) of the main material. Buyer will keep in custody for us any sole or joint property originating therein, at no expense to us.
7.5.4. Extended retention of title with blanket assignment: in the ordinary course of business, the Buyer shall have free disposal of the goods owned by us, provided the Buyer meets his obligations under the business relationship with us in due time. When concluding the sales agreement with us, the Buyer already assigns to us all claims in connection with the sale of goods to which we reserve the right of retention of title; should we have acquired joint title in case of processing, combination or blending, such assignment to us shall take place in the proportion of the value of the goods delivered by us with retention of title to the value of the goods sold by the Buyer. The Buyer already assigns to us any future confirmed balance claims under 3/4 current account agreements in the amount of our claims outstanding when concluding the sales agreement with us.
7.5.5. Right of access and disclosure: furthermore, at our request, the Buyer shall provide all the necessary information on the claims assigned to us and/or shall notify his customers of the assignment of the claims to us.
8. Defects
8.1. The Buyer is required to inspect goods promptly after delivery and to give notice in writing of any defect, false delivery or deviation in quantity immediately but not later than one week after delivery. Delivered goods are deemed accepted if no written complaint is made. Defects that could not be discovered during inspection after delivery must be notified in writing immediately but no later than one week after discovery.
8.2. In the case of timely and justified complaints, the warranty claims of the Customer are initially limited at our discretion to the delivery of non-defective goods or to remedying the defect.
8.3. If our supplementary performance according to Sec. 8.2 fails, the Buyer may reduce the purchase price or withdraw from the purchase contract at his discretion. Claims for damages under Sec. 9 shall remain unaffected.
8.4. The filing of a complaint or any other claim does not release the Buyer from his obligation of payment.
8.5. We do not warrant or guarantee that the product is free from patents or other intellectual property rights of third parties.
8.6. The Buyer’s claims for defective goods become time-barred one year after receipt of our products, notwithstanding any statutory provisions for a longer limitation period.
9. Liability
We shall be generally liable for damages in accordance with the law and according to the following rules:
(i) In the event of a simple negligent violation of fundamental contractual obligations, however, our liability shall be limited to compensation for typical, foreseeable losses. (ii) In the event of a simple negligent violation of nonfundamental contractual obligations, we shall not be liable.
(iii) The foregoing limitations on liability do not apply to damage to life, body or health.
10. Force Majeure To the extent that any incident or circumstance beyond our control (including natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, acts of government) reduces the availability of goods from the plant from which we receive the goods, meaning that we cannot fulfil our obligations under this contract (taking account of other supply obligations on a pro-rata basis), we shall (i) be relieved from our obligations under this contract to the extent we are prevented from performing such obligations and (ii) have no obligation to procure goods from other sources. The first sentence also applies to the extent that such incident or circumstance renders contractual performance commercially useless for us over a long period or occurs with our suppliers. If the aforementioned occurrences last for a period of more than 3 months, we shall be entitled to rescind the contract without the Buyer having any right to compensation.
For direct import quotations: contact@rymaxglobal.com