General Conditions of Sale (GCS)
1.1. These GCS apply to all business relationships with our customers (Buyers) who are entrepreneurs in the sense of Section 14 of the German Civil Code [Bürgerliches Gesetzbuch, BGB], legal persons under public law or special funds under public law.
1.2. These GCS especially apply to all contracts on the sale of movable objects (goods) and only distinguish between the sale of wet or hot glue adhesive paper tape and the sale and, if applicable, installation of tape dispensers and JETTACK® hot glue installation kits (tapers) where expressly stated.
1.3. These GCS apply exclusively. Contrary or supplementary general terms and conditions of the Buyer will only be part of the contract if we expressly agree to their application in writing.
2.1. Our offers are non-binding.
2.2. Goods orders by the Buyer will be considered binding contract offers. Unless otherwise stated in the order, we may accept the contract offer within 10 business days of receipt. We will not accept orders with a total goods value of less than net €300.00.
2.3. Oral side agreements will only be valid if expressly stated by the Buyer when ordering the goods and if confirmed by us during acceptance.
2.4. We will accept orders in text form or by delivering the goods to the Buyer.
3. Prices and Payment
3.1. Sold goods will be delivered within the EU:
a) FCA (free carrier) under Incoterms 2020 for a total value of ordered goods of up to net €1,000.00.
b) CIP (carriage and insurance paid) under Incoterms 2020 for the place of destination for a total value of ordered goods exceeding net €1,000.00.
3.2. The agreed price is based on the material costs and wages applicable at the time of acceptance. If these change until the goods are delivered, the price will also be adjusted in accordance with the percentage change of the material costs and wages which will be included in the determination in equal percentage shares. The respective manufacturing condition at the time of the material cost or wage changes will be taken into account; price adjustments therefore only refer to the part of the price that corresponds to the costs still to be incurred.
3.3. We may require advance payment for full or partial deliveries at any time. We will declare corresponding reservations, at the latest, with the order confirmation.
3.4. For all other orders, the purchase price will be due and payable within 14 days of invoicing and delivery of the goods.
3.5. Payments must be transferred without deductions or costs to our account specified on the invoice; our representatives are not authorized to collect debts.
3.6. Offsetting against our claims is excluded, unless the claims used for offsetting are uncontested or have been legally established. The same applies to the exercise of rights of retention for claims of the Buyer in cash. Rights of retention for other claims of the Buyer are excluded, except if based on the same contractual relationship.
4. Delivery and Transfer of Risk
4.1. Adhesive paper tape: Quantitative deviations of up to 10% from the ordered quantity are permitted for goods; the delivered quantity will be invoiced.
4.2. Deliveries and transfers of risk will be performed FCA or CIP (place of destination) under Incoterms 2020; the place of delivery is our establishment in Oberursel, Germany.
5. Retention of Title
5.1. We will retain title to delivered goods until we receive all payments plus costs and interest under the purchase contract. If operating a running account, the retained title will secure the balance claim of the Buyer, even if payments are made for specially specified invoices for deliveries and services (current account reservation).
5.2. Goods whose title we retain may not be pledged or otherwise transferred to third parties as collateral until the secured claims have been fully settled. The Buyer must notify us in writing without undue delay if insolvency proceedings are requested or if third parties otherwise access (seize) our goods.
5.3. In case of non-contractual conduct of the Buyer, especially in case of non-payment of the due purchase price, we may, in accordance with legal regulations, withdraw from the contract and/or demand the return of the goods. Return requests do not include declarations of withdrawal; we may only demand the return of the goods and reserve the right to withdraw from the contract. If the Buyer does not pay the due purchase price, we may only exercise this right if a grace period we granted the Buyer expires unsuccessfully or is not required by law.
5.4. Until withdrawal under Letter d) below, the Buyer may process and/or resell the goods for which we retain title through the ordinary course of business, unless the claims established by reselling the goods or product have already been assigned or cannot be assigned to us for other reasons. In such cases, the following regulations will apply additionally.
a) Tapers: When tapers delivered by us are installed in a complete system, we will continue to retain title because our tapers only represent an ancillary system.
b) Our retention of title extends to the full value of the product created through the processing, mixing or combining of our goods for which we will be considered the manufacturer; this also applies to tapers that become an essential part of the complete system. If third-party property rights remain when processing, mixing or combining third-party goods, we will acquire joint ownership for the ratio of the invoice value of the processed, mixed or combined goods. Apart from that, the same regulations apply to the product as to the goods delivered under retention of title.
c) The Buyer already hereby assigns as collateral any claims established by the resale or other economic disposal of the goods or of the product to us fully or for the amount of our joint ownership in accordance with the above Letter b). We accept this assignment.
d) The claim may be collected by the Buyer, in addition to us. We will not collect the claim as long as the Buyer fulfills the payment obligations to us and we do not enforce our retention of title by exercising rights under Section 5.3. However, if this is the case, we may demand that the Buyer disclose the assigned claims and their debtors, provide all necessary information and submit any corresponding documents to us and report the assignment to the debtors (third parties). Furthermore, in this case, we may withdraw the Buyer’s authorization to resell and process the goods for which we retain title.
e) If the realizable value of the collateral exceeds our claims by more than 15%, we will release the collateral at our discretion if requested by the Buyer.
6. Material Defect Liability
6.1. Adhesive paper tape: Due to technical reasons, the weight, color and smoothness of the paper may vary and deliveries from different parties may differ. For printed adhesive paper tape, this also applies to deviations of the print color and to the lightfastness of the processed flexographic ink. These are customary qualities in the sense of Section 434(1) Sentence 2 Number 2 of the German Civil Code, i.e., not material defects.
6.2. Adhesive paper tape: Our notice on the storage of adhesive paper tape (available on our website www.neubronner.com/en/) must be observed. Functional impairments caused by improper storage do not represent material defects for which we are responsible.
6.3. Tapers: Functional impairments and damages caused due to the following reasons do not represent material defects for which we are responsible:
a) Normal wear of wear parts, incl. infrared radiators
b) Non-compliance with installation and operating instructions
c) Incorrect installation or commissioning by the Buyer or third parties
d) Incorrect operation
e) Non-compliance with recommended or required maintenance intervals
f) Unsuited operating equipment
g) Electrostatic, electromagnetic or electric influences
h) Chemical or electrochemical influences
i) Influence of parts of external origin not procured from us
j) Improper alterations or independent repairs
k) Damage caused by further usage despite the presence of a defect
6.4. After delivery, the period for inspections and objections under Section 377 of the German Commercial Code [Handelsgesetzbuch, HGB] will last up to 1 week for adhesive paper tape and up to 2 weeks for tapers. However, in any case, inspections and objections must be performed before the processing or installation.
6.5. Claims based on supplier regress are excluded if the defective goods are processed by the Buyer or by another entrepreneur, e.g., through installation in another product.
6.6. Our fault-based liability—irrespective of the legal reason—is limited to intent and gross negligence. In case of simple negligence, we will, except in case of legal liability limitation, only be liable for:
a) Damages caused by injuries to life, limb or health.
b) Damages caused by violations of essential contractual obligations (obligations on whose fulfillment proper contract performance depends and on compliance with which the contract partner may regularly rely); however, in such cases, our liability will be limited to foreseeable and typical damage. These liability limitations do not apply if we fraudulently conceal a defect or provide a guarantee for the quality of the goods and do not apply to claims of the Buyer under the German Product Liability Act [Produkthaftungsgesetz, ProdHaftG].
6.7. Without a separate written agreement, we will not be responsible for ensuring that our goods comply with foreign regulations.
6.8. Agents commissioned by us to review and remedy defects are not authorized to recognize defects and/or claims against us derived from defects.
7.1. Claims based on material or legal defects will, except in case of Section 7.3, expire 12 months after delivery.
7.2. This limitation period also applies to contractual and non-contractual damage claims of the Buyer based on defective goods.
7.3. Damage claims of the Buyer under Section 6.6. Sentence 1 and Sentence 2 Letter a) and under the German Product Liability Act will only expire in accordance with legal limitation periods.
8. Choice of Law, Place of Fulfillment and Place of Jurisdiction
8.1. The contractual relationship between us and the Buyer is governed by the law of the Federal Republic of Germany under exclusion of international uniform law, especially the United Nations Convention on Contracts for the International Sale of Goods. If the choice of German law is impermissible or invalid at the respective storage location, the requirements and effects of the retention of title under Section 5 will be subject to the law of the respective location at which the goods are stored.
8.2. The place of fulfillment for all mutual obligations under the contractual relationship is our registered office in Oberursel, Germany.
8.3. The exclusive—including international—place of jurisdiction for any dispute resulting directly or indirectly from the contractual relationship is our registered office in Oberursel, Germany. However, we may also sue at the competent court of the Buyer’s location. Overriding legal regulations, especially concerning exclusive competence, remain unaffected.
8.4. The contract language is German. If the meaning of a German contract text differs from a translation thereof or of these General Conditions of Sale, the German text will have priority.
NEUBRONNER GmbH & Co. KG, Neubronnerstraße 1, 61440 Oberursel