Clause 1: General
1. These general terms and conditions shall apply to all quotations, offers, sales, handovers, deliveries, services, agreements and all associated activities and transactions of ELECLEAN Europe and affiliated companies and third parties that it engages (jointly referred to as: the “seller”), issued to, concluded with and/or carried out by the other party concerned (hereinafter referred to as: the “other party”). In these terms and conditions “goods” shall also be taken to mean “services”.
2. By accepting offers, placing orders and entering into agreements with the seller (including accepting the seller’s goods), the other party accepts that it is bound to and shall act in accordance with these general terms and conditions. Companies affiliated to the seller and the third parties it engages can invoke these terms and conditions against the other party.
3. The seller will only make quotations and will only enter into agreements (under which it supplies goods) to which only these general terms and conditions apply. Other general terms and conditions (of other parties) are explicitly rejected by the seller and delivery of goods by the seller shall not mean that the seller has accepted (the use of) terms and conditions other than its own, or that these other general terms and conditions shall apply.
Clause 2: Orders
1. All offers from the seller are without obligation, unless a deadline for acceptance is contained therein. Offers shall expire four weeks after the offer date. An offer shall also expire if the goods to which it relates becomes unavailable in the meantime.
2. Price lists, brochures and other information provided with a quotation are given as accurately as possible, but should only be used for information purposes – no rights can be derived from these.
3. If the other party has placed an order with the seller in writing (including by e-mail or other electronic means), this is irrevocable.
4. An agreement between the seller and the other party shall only come into effect once the seller has accepted the orders or instructions and any special arrangements in writing, or after the seller has started dispatch or performance of the goods. In the latter case dispatch or performance does not mean that the conditions set by the other party for that delivery or performance have been accepted, except inasmuch as these relate to the quantity and identification of the goods concerned. If an order confirmation differs from the other party’s order, the other party must report this, immediately after dispatch of the order confirmation; failure to do so shall result in the order confirmation being binding.
5. The seller has the right to reject an order or to charge a surcharge if the value of that order is not at least equal to the minimum order value of EUR 500. The seller also has the right to deliver the order first if the minimum order value of EUR 500 is reached.
6. Any additions or changes shall only be binding on the seller if these have been confirmed in writing by the seller.
Clause 3: Prices
1. The seller expressly reserves the right to amend prices prior to an order (including, but not limited to, situations where this is required on the grounds of any (statutory) rules or amendments thereto (e.g. changes in taxes, import or export rates and import and export duties) or if the seller’s suppliers make price changes). Furthermore, the seller is at all times permitted to amend prices if this is the result of changes that have nothing to do with the seller (such as, but not limited to, price amendments made by the manufacturer, and/or exchange rate fluctuations and/or national or supranational rules) and show a change of more than 2%. Unless otherwise agreed, the prices shall apply to delivery of goods DDP from the seller and are exclusive of VAT. Additional costs, including but not limited to costs of packaging and advance payments for freight charges shall be charged to the other party separately.
2. The wholesaler or retailer is not allowed to sell Eleclean products above the suggested retail price indicated by Eleclean Europe
Clause 4: Delivery and risk
1. The delivery term starts on the date of confirmation of the order. If the payment has been agreed in advance, or by means of a deposit, then the delivery term shall start after receipt of full payment or deposit.
2. Delivery terms are not be regarded as deadlines unless otherwise agreed in writing. In the event that the term is exceeded the other party cannot make any claim against the seller for damages, nor demand dissolution of the agreement. In the event of a late delivery the seller shall only be in default after written notice to that effect.
3. Force majeure shall be taken to mean – without prejudice to what is understood in any case by the term in law and case law – any circumstance independent of the will of the seller, which permanently or temporary prevents compliance with the agreement, e.g. war and threat of war, riots, full or partial mobilization, strikes, lack of raw materials, stagnation in the supply of goods by suppliers, unforeseen circumstances within the business, transport difficulties, import and export restrictions, frost, fire, epidemics, natural and other disasters and/or other unforeseen hindrances that, inter alia, render the manufacture or transportation of the goods wholly or partially impossible. The terms of this clause shall also apply if the circumstances in question affect factories, suppliers or other traders from whom the seller buys goods or services.
4. If the seller is affected by the above force majeure from complying with the agreement, it is entitled – without legal intervention if it so chooses – either to suspend the performance until the circumstance leading to the force majeure has ceased to exist, or to dissolve the agreement in whole or in part without legal intervention, without being obliged to pay damages.
5. The seller has a choice in the method of transport of the goods to be delivered unless the other party or a third party engaged by the other party collects the goods itself from the moment of delivery to the other party or a third party engaged by the other party.
6. The seller is entitled to make part-deliveries.
7. The other party has an obligation to take up the goods. As soon as the seller has told the other party that the goods are ready to be taken up with the seller, the other party, irrespective of the agreed method of transport, is obliged to take them up within the shortest possible reasonable timescale. If the seller delivers or has someone deliver the goods, the other party must arrange for them to be unloaded on site as soon as possible. If the goods have not been taken up by the other party by the expiry of the delivery term, they shall be stored at the other party’s risk and expense. After four weeks the seller is entitled to sell the goods. Any lower proceeds and costs incurred are chargeable to the other party, without prejudice to any other rights of the seller.
Clause 5: Retention of title
1. All goods delivered or to be delivered by the seller shall remain the property of the seller until the moment the other party has fully complied with all of its payment obligations in respect of the goods. If the seller does work for the other party in the context of the purchase agreement, the retained title shall also apply until the other party has paid all debts associated with the work. The retained title also applies to any claim that the seller may acquire against the other party on account of a breach by the other party of one or more of its obligations towards the seller.
2. The other party is obliged within reasonable limits to give its assistance to all measures that the seller wishes to take to protect the goods that are handed over and/or its proprietary rights.
3. If third parties wish to levy attachment on the goods handed over under retention of title or wish to establish or enforce rights on them, the other party is obliged to notify the seller of this immediately, in writing.
4. The other party is not authorized to encumber the goods covered by retention of title with any right, or to sell these or make them available in any way to third parties. As long as the delivered goods are covered by retention of title, the other party is solely authorized to treat or process the delivered goods in the normal operation of its business. The other party is not authorized to pledge or encumber the goods covered by retention of title, in any other way. After treatment or processing of the goods in question the seller will become owner or co-owner of the goods made from, or partly made from the goods and the other party shall automatically keep these goods for the seller.
5. If the seller, notwithstanding the terms of the previous paragraph, does not obtain title to the goods made by the other party, the other party shall, at first request from the seller, give any required assistance needed to establish a pledge – non-possessory or otherwise and where appropriate also vested in other rights holders – on the goods concerned, on behalf of the seller.
6. The seller is irrevocably authorized, without notice of default being required, to take back the goods delivered under retention of title by removing these from the place they are located, if the other party fails to comply with its payment obligations or if the seller has good grounds to fear that the other party shall fail to comply with its obligations and is not in a position to provide appropriate security.
7. In the event of goods that have been delivered by the seller being taken back, the purchase price will be credited to the other party. The seller is entitled to reduce the amount to be credited with an amount of its choosing, which is equal to its costs and loss, without prejudice to any further or other rights of the seller to compensation.
Clause 6: Returns
1. Other parties are entitled to return certain goods delivered by the seller within fourteen calendar days of delivery on submission of a copy of the purchase invoice or the packing slip. This shall not apply:
a. to goods that are not part of the seller’s standard stock in its warehouse or which were made or custom-made by the seller for the other party;
b. if the seller has bought the specific item from a third party solely at the request of the other party;
c. if the goods have an expiration date of six months or less and those goods are not returned within the aforementioned fourteen days;
d. if the seller has expressly excluded returning the goods;
e. if the goods have been warehoused by the other party (i.e. in any way set up, installed or put to use)
Goods will only be taken back if they are returned to the seller at the designated address within the deadline stipulated in clause 1 unused, undamaged, in the original packaging and at the other party’s expense. Samples and test products will only be taken back with the consent of and in consultation with the seller.3. If goods are returned, the purchase price will be credited to other party. The seller is entitled to reduce the amount to be credited by an amount to be determined by the seller alone, equal to the costs and damages it incurs from the returns.4. The seller will only accept the returned goods if and insofar as it has agreed to the return in advance (by giving the other party a return order number) and if the goods are handed over at the address to be given by the seller, in the original packaging and in the condition in which they were delivered by the seller. Any costs of assembly or dismantling will be borne by the other party.5. Goods received by the seller will not be taken back after the term referred to in clause 6.1, unless there are circumstances as referred to under the guarantee provision in clause 7.6. During the period that the other party has possession of an item that is to be returned, the other party is obliged to look after the item with due care.