NEPTUN Technologies GmbH General Terms and Conditions of Sale
for Industrial Customers
1. All offers and purchase agreements relating to commercial transactions involving merchants, as well as all transactions with legal persons under public law, are subject to our "NEPTUN Technologies GmbH General Terms and Conditions of Sale for Industrial Customers." They are applicable both to current and to future business relationships.
2. Renewed reference to these Terms and Conditions of Sale is not required for
3. Any terms and conditions of sale that are in conflict herewith are expressly
4. Differing terms and conditions, and oral agreements deviating here from, are valid only if expressly agreed in writing.
5. Conclusion of contract is not prevented by conflicting general terms and
II. Offers, Prices
1. Our offers are non-binding and are intended as a request that the customer make a purchase offer. The contract comes into being through the customer's order (offer) and its acceptance by us. If our acceptance deviates from the order, it is considered to be a new offer, which is subject to change.
2. Unless designated otherwise, all prices are in euros and are net of value-added
3. Models, samples, verbal instructions and recommendations, and all other
documents and data, such as photos, drawings, and weight and measurement
specifications, are considered to be approximate only and are not binding, unless
an express written assurance or guarantee was given.
1. Delivery dates and deadlines are subject to change, unless expressly designated as binding.
2. Circumstances beyond our control that prevent or interfere with manufacture or shipping, such as force majeure, war, labour disputes, unrest, lack of raw
materials, business interruption, or failure by our suppliers to make deliveries, release us from the obligation to deliver for the duration of such circumstances. If
such circumstances last for more than two months, the customer is entitled to
rescind the contract.
3. Delivery takes place in accordance with the general commercial terms defined in the individual contract, which are to be interpreted with reference to
INCOTERMS in the version in effect on the date the contract is entered into.
4. Unless agreed otherwise in an individual case, the customer is responsible for
complying with all legal and regulatory provisions in connection with
importation, transportation, storage, and use of goods.
IV. Rights in the Event of Defects, Warranty, Liability, Returns
1. Claims for visible defects must be submitted to us in writing within a cut-off
period of two weeks. In all other respects, the legally mandated provisions apply.
2. If a defect claim has been made in timely fashion and acknowledged by us as
justified, we may, at our discretion, either cure the defect by delivering a
replacement or take back the defective good and refund the purchase price. We
are entitled to two attempts to cure the defect.
3. In the event there is only minor deviation from the agreed quality or only minor
interference with usability, the customer is not entitled to a claim for defects.
4. Unless the law requires a longer period, claims for defects are prescribed 12
months after delivery of the good. The aforementioned limitation on liability does
not apply to injury to life, body, or health or to violation of a material contractual
obligation, to the extent that the damage is attributable to an intentional or
negligent breach of duty by the customer or by its legal representative or a person
used to perform an obligation, nor does such limitation apply to other damages
attributable to an intentional or grossly negligent breach of contract by the
customer or by its legal representative or a person used to perform an obligation.
5. The customer must record and document all defects in an appropriate manner.
Particularly with damages incurred during transportation, it must use best efforts
to note the damages on the shipping documents upon delivery and to take
photographs of the damages.
6. Returns of any nature require our prior consent.
V. Payments, Special Right of Rescission, Set-Off, and Retention
1. Unless agreed otherwise, all invoiced amounts are due and payable without
deduction not later than 14 days after the date of invoice. In the event of payment
terms providing a discount for early payment, only the value of the goods net of freight is discountable. The customer is entitled to such discount only if no other
invoices are due.
2. If our invoice is not contested in writing within 30 days of the date of invoice, it is deemed acknowledged.
3. If the customer is in default in payment, we are entitled to charge default interest at the legally permissible rate beginning on the date such default commences. We reserve the right to assert claims for further damages. Likewise, we are entitled to demand payment of all outstanding amounts owed. In addition, we can demand advance payments or the posting of security for future deliveries.
4. The customer may set off claims and receive refunds only if same are uncontested and have legally been declared final and absolute.
VI. Retention of Title
1. We reserve the right to retain title to the delivered goods until payment in full of
all claims under the delivery contract. We are entitled to take back the thing sold
if the customer is in breach of the contract.
2. Until such time as ownership is transferred to it, the customer is obligated to treat the thing sold with care. Until such time as ownership is transferred to it, the
customer must inform us in writing without delay if the delivered item has been
made subject to a lien or other security rights of a third party. If such third party is
not able to reimburse us for the legal and extra-legal costs of a lawsuit pursuant to Section 771 of the German Code of Civil Procedure (Zivilprozeßordnung, ZPO),
then the customer is liable to us for such costs.
3. The customer is entitled to resell the goods subject to retention in the course of
normal business. The customer hereby assigns to us the buyer's claims under the
resale of the goods subject to retention in the amount of the agreed net invoice
(including value-added tax). This assignment is valid irrespective of whether the
thing sold has been resold with or without further processing. The customer
remains authorised to collect on its claim after the assignment. The foregoing
notwithstanding, we are entitled to collect on the claim ourselves. However, we
will not collect on the claim as long as the customer meets its payment obligations
from the revenues collected, it is not in default in payment, and, in particular, no
application for the commencement of bankruptcy proceedings has been made or
stoppage of payment has occurred.
4. The customer's processing or reworking of the thing sold is always done in our
name and on our behalf. In such case, the customer's rights of expectation in the
thing sold continues in effect in the reworked item. If the thing sold is processed
using other items not belonging to us, we acquire co-ownership in the new item in
relation of the objective value of the thing sold by us to the other processed items at the time of such processing. The same applies in the event of case of joining of
goods. If joining occurs in such a manner that the customer's item is to be
considered the main item, it is deemed agreed that the customer assigns to us a
proportionate share of co-ownership and holds in trust for us the sole or coownership thereby created.
5. We undertake to release the security interest to which we are entitled at the
customer's request, to the extent that the value of such security exceeds the claims secured by more than 20%.
VII. Jurisdiction, Applicable Law
1. For both parties to the contract, the place of performance is 56593 Krunkel.
2. The place of jurisdiction is the place where our company has its registered office.
We are also entitled to sue the customer at the place where it has its registered
3. The law of the Federal Republic of Germany is solely applicable. The
applicability of the United Nations Convention on Contracts for the International
Sale of Goods is precluded.
VIII. Severability Clause
1. If any one or more of these conditions of sale should be or become legally
ineffective, all other conditions of sale remain in full force and effect.
Version: 1 January 2010