General Conditions of Purchase of Goods & Services
Application of these terms and conditions: These terms and conditions apply to all purchases of goods and services by C. Woermann GmbH & Co. KG from companies located outside of the Federal Republic of Germany. These terms and conditions apply exclusively. Other terms and conditions from the seller which differ from our terms and conditions only apply when we gave our explicit consent to them in written form. If we do not mention this point to the seller, the consent to their terms and conditions is not given.
Applicable law:Applicable law between the parties shall be the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The Swiss law of obligations, excluding any conflict of law rules, shall apply with respect to any matters not governed by such Convention.
Fundamental breach of contract: A breach of contract is fundamental under Article 25 CISG when
- - the goods purchased do not have the quality agreed upon in the sales contract and therefore cannot be used properly or be sold without damage;
- - the goods are delivered later than two weeks after the agreed delivery date;
- - more than 5 per Cent of the goods purchased are defective unless the entire shipment is seized by the authorities because of the defect;
- - the seller breached an exclusivity agreement;
- - the seller provided inadequate or faulty documents or failed proper documentation under the agreed upon INCOMTERM clause, even if we are able to obtain the correct documents.
The seller’s ability to cure does not restrict the fundamentality of a breach of contract; it does not restrict our right to avoid the contract.
Third party rights and claims: The seller is fully liable for the absence of third party rights as laid out in Article 42 CISG. We do not have to investigate the existence of third parties rights, even if they are registered in Germany, the European Union or the countries we ship the goods to.
No Examination of goods and no notification of lack of conformity: We exclude the obligations of the buyer under Art. 38 and Art. 39 CISG to the extend legally permissible. We do not have to examine the goods when they arrived. And we do not have to give notice to the seller specifying the nature of the lack of conformity in order to rely on a lack of conformity of the goods.
No mandatory request in order to rectify the defect:We are entitled to reduce the purchase price or request delivery of substitute goods because of a lack of conformity even if we have not requested the seller to rectify the defect within a reasonable time. We have the right to declare the contract avoided without having to fix an additional period of time.
Liability for indirect and consequential damages: The seller is liable for indirect and consequential damages including, without limitation lost profits, loss of goodwill, losses arising out of the interruption of business and frustrated expenses. Damage claims are not limited to a certain percentage of the net purchase price.
Dispute regulation: Any dispute arising in connection with the contracts governed by these terms and conditions or with respect to the validity of the contracts shall be finally settled by the Court of Arbitration of the Hamburg Chamber of Commerce, to the exclusion of the ordinary courts of law.
Place of jurisdiction:If the dispute cannot be legally settled by the Court of Arbitration of the Hamburg Chamber of Commerce, the place of jurisdiction is Hamburg, Germany.
Miscellaneous:In the event that one or more provisions of these terms and conditions should be or become invalid or unenforceable, the validity oft he remaining provisions shall not be affected thereby.