Terms & Conditions

General Terms of Business (International)

§ 1 General

(1) The following general terms and conditions govern all legal transactions, deliveries and services of Noris Blattgold with customers who are not consumers according to §13 German Civil Code. The terms also govern future business relations even if it has not been expressly agreed upon.

(2) Unless other business terms have not been explicitly accepted in writing, our terms govern exclusively; other terms will not be part of any agreement, even if they have not been expressly rejected – their inclusion is also rejected in future transactions.

(3) Deviations of these business terms and other changes, including oral agreements, become effective only after written confirmation by the management of Noris Blattgold. Our staff, agents or representatives are not entitled to make orally binding commitments, grant guaran-tees or otherwise deviate from these terms of business.

§ 2 Offers, Conclusion of Contract

(1) All offers are subject to confirmation and without obligation unless otherwise expressly stated.

(2) Orders to Noris Blattgold are only to be considered accepted if they have been confirmed by us in writing (letter, fax, e-mail, telegram) or if we fulfil such an order by sending the ordered goods and corresponding invoice. A delivery slip or shipment also constitutes a confirmation.

§ 3 Composition, Suitability, Use of Products

(1) Agreements as to the composition or suitability require, in principle, our expressly written confirmation or appropriate references in the customer’s order and our confirmation.

(2) The suitability of our products for the intended use requires expert assessment by the customer, or by trial use on the intended surface taking expected weather and environmental influences into account.

(3) Our processing and storage instructions (no frost!), as well as the product’s shelf life must be strictly adhered to.

(4) Without our express confirmation in writing it cannot be assumed that our products conform to rules regarding safety, marking, usage and composition in the country of import, if these rules exceed those applicable in Germany. The customer is required to check this at his own responsibility and advise us prior to contract conclusion of any specifics governing the usage of our product.

(5) Any agreement as to quality, usability or other guarantees must be expressly confirmed in writing by the Noris Blattgold management.

(6) Minor deviations in product specifications, e.g. shape, dimensions, colour and weight caused by production or specific sales reasons are at our discretion and shall be deemed to be a contractual fulfilment, provided that they are acceptable to the customer.

(7) Colours shown are close approximations of the original colours.

§ 4 Prices, Payment, Set-Off Agreements and Right of Retention

(1) All prices are quoted in Euro (€) net, before VAT. The legal VAT in force at the time of purchase is also to be paid by the purchaser.

(2) Place of payment is Schwabach. Cost of bank transfer payments to the account of Noris Blattgold are at the expense of the purchaser.

(3) Unless otherwise agree on, freight, packaging and transport insurance will be charged at cost. If packaging is to be returned, special prior agreement is required.

(4) Payment terms: advance payment only. Other methods of payment, including cash on delivery, require prior agreement. If other methods of payment have been agreed upon – including cash on delivery and advance payment – Noris Blattgold may request security or cash payment step-by-step in case there are justified doubts about a customer’s ability to pay or his unwillingness to pay (bill or cheque protest, prior delinquent payments).

(5) Cheques and bills of exchange are accepted only on the basis of special agreements. Payment is only considered as effected if the paid amount is completely at our disposal. Any bank charges are at the purchaser’s expense.

(6) Cash discounts require prior agreement. Cash discounts agreed upon cannot be granted if the purchaser has not settled prior due invoices.

(7) Our order number (see our order) must be given on any invoices.

(8) Set-off against our receivables is only possible against uncontested, accepted and legally confirmed receivables.

(9) Right of retention can only be exercised if this right is based on the same contractual relati-onship under the law of obligations.

§ 5 Delivery, Time of Delivery, Shipment, Passing of Risk

(1) Shipments are made ex warehouse Schwabach to the address given in the customer’s order. If the customer has not given a delivery address, shipment will be made to the address given in the purchase order: If not known, to the customer’s address.

(2) The customer is required to accept shipments made according to contract. If this is violated, all resulting costs, such as cost of returning shipment, storage, re-packaging and re-shipment are at his expense. In such cases, Noris Blattgold may withhold re-shipment until these expenses have been paid.

(3) Delivery dates are given without obligation, unless they have been bindingly confirmed. This will generally require express confirmation by us via e-mail, fax or letter, or a clear indication in the customer’s order and confirmation by us. Even binding delivery dates entitle us to earlier shipment.

(4) Unpredictable events such as Acts of God, strikes, insufficient supply of raw material and other circumstances beyond the control of Noris Blattgold, release us of our contractual obliga-tions for the duration of such circumstances, especially, delivery dates are extended accordingly. Official export or delivery restrictions of any kind or delayed official rulings regarding export or delivery are also considered unpredictable events.

(5) Unless otherwise agreed upon, the customer is not entitled to receive advance notice of ship-ment. This also applies to the sending of shipping documents.

(6) Loss, transport damage or delays must be reported by the customer to the forwarding com-pany immediately and to Noris Blattgold by telephone, followed then in writing.

(7) Noris Blattgold is entitled to part shipments or part services unless this causes, as an excep-tion, undue problems for the customer. Any additional expenses arising thereof will not be char-ged to the customer.

(8) In case of accidental perishing, accidental spoilage or delays during shipment of a sale by delivery, the responsibility is transferred to the customer once the goods have been turned over to the forwarder.

§ 6 Foreign Trade Restrictions

(1) The customer is bound by contract to observe and follow all applicable laws and stipulati-ons regarding export control and trade embargos. This includes German, European and foreign national stipulations in particular the rules of the US export administration. The products to be delivered may not be sold - either directly or indirectly - exported, distributed, transferred or otherwise distributed without first observing the restrictions, obtaining official rulings and observe and follow all formalities which are to be obeyed or required by the aforementioned laws, rules or stipulations.

(2) If Noris Blattgold undertakes to ship to a destination outside Germany the customer is required to inform us in writing of any legal regulations valid in the country of destination which are to be observed by Noris Blattgold in connection with the sale and delivery of the goods. The customer must inform Noris Blattgold at an early stage, latest at time of contract conclusion, if usage of the products-to-be-delivered in either the defence industry or armaments industry or any other military use or use by the customer or any third party in a country outside the Euro-pean Union is intended or cannot be excluded. If such information is not given it is interpreted as the customer’s assurance that no military usage of the goods-to-be-delivered is planned in that country. Should there be concrete indications to a possible military usage in such a country, Noris Blattgold is entitled to ask for a ruling by the Federal Office for Economy and Foreign Trade Control as to whether the transaction is subject to approval or to ask the customer to obtain a ruling. Expenses caused by delays in this connection cannot be claimed by the customer.

§ 7 Checking Received Shipments and Claims

(1) The customer is requested to carefully inspect the shipment, or have it inspected, immedia-tely after receipt, if this is possible in the normal course of business.

(2) The customer is obligated to report obvious deficits immediately after receipt of goods.

(3) The customer is further required to report obvious deficits (see §7 (1) above) immediately after checking the goods.

(4) Any deficits that have not been detected despite careful inspection, are to be reported imme-diately after detection.

(5) The purchaser is furthermore requested to inform Noris Blattgold of any claims of his custo-mers with regard to goods delivered by Noris Blattgold.

(6) Any claims according to §7 (2 – 5) above are to be reported in writing immediately, latest within 5 days. If the customer decides to report by letter of which delivery within this periodis not guaranteed, he is requested to submit his claim in advance either by telephone or e-mail.

(7) The goods are deemed accepted and without defect if the customer has not lodged a claim according to §7 (6) above. This does not apply if Noris Blattgold has guilefully failed to draw the customer’s attention to a possible defect. In order to uphold the customer’s legal rights, a punctually lodged claim suffices.

(8) If the customer detects a defect, it is necessary to secure the evidence in whatever form is suitable and to give Noris Blattgold the opportunity, if requested, to verify this.

(9) Defective goods and the governing documents are to be returned to Noris Blattgold in part or wholly, on request. Expenses in this case are carried by Noris Blattgold.

§ 8 Warranty

(1) In the absence of other agreements, the warranty is 2 years from the date of shipment.

(2) In case of defect, the customer, at his discretion, can choose between supplementary perfor-mance (remedy or replacement). At the same time, Noris Blattgold is entitled to either remedy or replace defective goods unless this is unacceptable to the customer. Supplementary perfor-mance can be turned down in the case of disproportional expense.

(3) However, if certain legal requirements are met, the customer (exceeding §8 (2)) is legally entitled to a reduction of the purchase price or cancellation of the contract and may claim damages for reimbursement of expenses incurred. Cancellation of contract is not possible if the defect is immaterialt.

§ 9 Title Retention

(1) Until all liabilities resulting from the current contract and the business connection in general have been paid, the supplied goods remain the property of Noris Blattgold (goods subject to retention of title).

(2) Processing or alteration of the goods lies in the hands of Noris Blattgold. If goods subject to retention of title are processed together with other products, Noris Blattgold acquires owners-hip in relation to the value of the other components at the time of processing. Should the custo-mer acquire sole ownership through such processing, he will transfer part ownership to Noris Blattgold in advance according to the relation of the value of the other components and the components subject to retention of title at the time of processing. Noris Blattgold accepts this part ownership: For this part ownership and the title thereto all rules governing goods subject to retention of title govern. The customer is required to safeguard goods owned or part owned by Noris Blattgold at his expense.

(3) Any receivables arising from a re-sale or any other legal cause regarding the goods subject to retention of title are to be ceded to Noris Blattgold in advance. Noris Blattgold allows the custo-mer revocably to collect such receivables and will not collect them until one of the cases listed in §9 (7) occurs. At the request of Noris Blattgold, the customer is required to name the debtors of the ceded receivables and their addresses, in writing, giving the reason for the claim and inform them of the cession; however, Noris Blattgold is also entitled to be informed of the cession.

(4) The customer is entitled to direct, use and process goods subject to retention of title only in the normal course of business, with the stipulation that receivables according to §9 (3) above are actually transferred. He is not entitled to any other directives (especially pledging and assign-ment as security).

(5) Foreclosure proceedings from third parties on the goods subject to retention of title should be reported to Noris Blattgold immediately and to hand over any necessary papers pertaining to these goods that may be instrumental in lodging an objection.

(6) If the realisable value of securities exceeds Noris Blattgold’s receivables by more than 20 %, Noris Blattgold is required to release the corresponding amount, on the customer’s demand. It is at Noris Blattgold’s discretion to select securities to be released.

(7) If the customer is in default of payment, or neglects his responsibilities regarding the retention of title, or acts in any way contrary to the contract, or is subject to legal or civil insolvency or bankruptcy procedures, his rights according to §9 (3) and (4) above are void. In such case, Noris Blattgold is entitled to take back the goods subject to retention of title and may even ask the customer to cede any claims towards third parties to return such goods. Such procedure does not constitute a cancellation of the contract.

§ 10 Limitation of Liability

(1) Noris Blattgold is generally liable for damage caused deliberately or by gross negligence according to legal rulings. The same applies to damage to life and limb, through negligence. In case of wilfully caused damage to tangibles and items of property, Noris Blattgold is liable only if an important part of the contract has been violated. This liability is limited to the value ofsuch damages that were typical of the transaction or were to be expected. Important parts of the transaction (cardinal obligations) are those which are vital to the orderly completion of the contract adherence to which the contract parties can and do depend.

(2) Limitation of liability applies according to §10 (1) above applies also to agents, staff and third parties which may have been appointed by Noris Blattgold to be third party of the contract.

(3) Burden of proof and claims according to the Product Liability Act, as well as warranty claims and transfer of transport risk remain unaffected by the aforementioned.

§ 11 Applicable Law, Place of Jurisdiction, Partial Nullity

(1) German Material Law applies to all business transactions of contract between the customer and Noris Blattgold. The UN convention of contracts (CISG) and the rules of collision right do not apply.

(2) Place of Jurisdiction for all legal disputes arising from the contract is Schwabach. Noris Blattgold may, at their discretion, appoint a court of law at the customer’s or a subsidiary’s place of business.

(3) If one or several parts of these business terms become invalid, the validity of the remaining parts remains unaffected. This does not apply if upholding the contract represents an undue hardship for either party.