Sales and Delivery Terms

I. Scope of application 

All deliveries, services and offers of Zeisberg Carbon GmbH are made exclusively on the basis of these Terms and Conditions. They therefore also apply to all future business relationships, even if they are not expressly agreed again.

Any deviating terms and conditions—whether in the form of counter-confirmations or other forms of the contractual partner referring to its own general terms or purchasing/sales and delivery terms—shall not become part of the contract, even if Zeisberg Carbon GmbH does not expressly object to them. Acceptance of goods deliveries or placement of an order likewise does not constitute consent to the supplier’s or client’s terms and conditions.

All agreements made between Zeisberg Carbon GmbH and the contractual partner for the purpose of executing this contract must be set out in writing in this contract. This does not apply to arrangements made between the parties after conclusion of the contract.

II. Offer and conclusion of contract 

Declarations of acceptance by Zeisberg Carbon GmbH and all orders shall be made exclusively in writing. All contracts are concluded upon receipt of our written order confirmation, at the latest upon delivery/handing over of the предмет of delivery.

Oral side agreements or assurances going beyond the content of the written contract are only effective if made by a person authorised to represent Zeisberg Carbon GmbH. Authorised in this sense are the shareholders of Zeisberg Carbon GmbH.

III. Prices 

(a) The prices stated in the offer or the order confirmation of Zeisberg Carbon GmbH shall apply.

(b) If, after conclusion of the contract, material, labour and/or other costs increase, Zeisberg Carbon GmbH is entitled to increase the originally agreed price accordingly.

(c) Unless otherwise agreed, prices are ex works / ex warehouse of Zeisberg Carbon GmbH and exclude packaging. Zeisberg Carbon GmbH is entitled to charge, in addition to VAT, the costs for packaging, transport, installation, insurance and other ancillary services separately and in addition. The buyer shall also bear any fees, charges, customs duties and taxes incurred at the buyer’s place of business, including those based on laws yet to be enacted. If the price is payable in a foreign currency, this only determines the means of payment; the amount payable results from the euro amount that the customer would have had to pay at the official exchange rate on the date of contract conclusion.

(d) For deliveries and services from the Federal Republic of Germany to countries outside the EU, the buyer must provide the export evidence required for tax purposes. If such evidence is not provided, the buyer shall immediately pay the VAT applicable to deliveries within Germany on the invoice amount.

(e) For deliveries and services from one EU Member State to another EU Member State, the buyer must provide its VAT identification number before the transaction is carried out, under which it performs intra-EU acquisition taxation. Otherwise, the buyer shall pay, in addition to the agreed purchase price, the statutory VAT amount owed. For invoicing deliveries and services from Germany to other EU Member States, the VAT rules of the recipient Member State apply if either the buyer is VAT-registered in another EU country or Zeisberg Carbon GmbH is VAT-registered in that recipient country.

IV. Delivery and performance period 

(a) Delivery dates or delivery periods must be agreed in writing. If such a period was agreed orally, written confirmation will be provided by Zeisberg Carbon GmbH or obtained by the buyer. An agreed delivery period begins on the date of the order confirmation. The contractual performance period is deemed complied with if Zeisberg Carbon GmbH has handed over the goods to the person carrying out the transport within the delivery period or has notified the buyer that the goods are ready for dispatch.

(b) Compliance by Zeisberg Carbon GmbH with its delivery and performance obligations requires the timely and proper fulfilment of the buyer’s contractual obligations (cooperation duties, advance payments, etc.). Delivery periods shall be extended—without prejudice to Zeisberg Carbon GmbH’s rights arising from the buyer’s default—by the period during which the buyer is in default of its obligations under this or other contracts with Zeisberg Carbon GmbH. This applies accordingly to delivery dates.

(c) Delays in delivery and performance due to force majeure and due to events that significantly impede or make performance impossible for Zeisberg Carbon GmbH—this includes in particular strikes, lockouts, official orders, etc., even if occurring at suppliers or sub-suppliers of Zeisberg Carbon GmbH—are not attributable to Zeisberg Carbon GmbH, even if deadlines and dates were agreed as binding. In such cases, Zeisberg Carbon GmbH is entitled to postpone the delivery/performance time by a reasonable period or to withdraw from the contract in whole or in part with respect to the part not yet fulfilled or only partially fulfilled.

(d) If the impediment as defined in IV(c) lasts longer than two months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the part not yet fulfilled.
If Zeisberg Carbon GmbH exercises its right pursuant to IV(c), the buyer shall have no claims for damages, provided Zeisberg Carbon GmbH immediately notifies the buyer and informs it of the decision taken. In this case, only advance payments already made shall be refunded.
If Zeisberg Carbon GmbH is responsible for non-compliance with bindingly promised deadlines and dates, the buyer is entitled to delay compensation of 2% for each month of completed delay, but no more than 5% of the invoice value of the services affected by the delay. Further claims are excluded unless the delay is due to at least gross negligence on the part of Zeisberg Carbon GmbH.

(e) Zeisberg Carbon GmbH is entitled to make partial deliveries and partial services at any time, provided these are in the buyer’s interest, reasonable for the buyer, or the buyer agrees.

(f) Zeisberg Carbon GmbH’s obligation to perform is subject to correct and timely self-supply, regardless of the reason for Zeisberg Carbon GmbH not being supplied.

(g) If the buyer is in default of acceptance, Zeisberg Carbon GmbH is entitled to demand compensation for the damage incurred; upon the occurrence of default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the buyer.

V. Right of withdrawal (consumers) 

In accordance with the new version of Section 357(6) German Civil Code (BGB), the consumer shall bear the direct costs of returning the goods.

You may revoke your contractual declaration within 14 days without giving reasons in text form (e.g. letter, fax, email). The period begins upon receipt of this instruction in text form, but not before the goods have been received by the recipient or a third party who has taken possession of the goods (in the case of recurring delivery of similar goods, not before receipt of the first partial delivery), and not before fulfilment of our information obligations pursuant to Article 246a Section 1(2) sentence 1 no. 1 EGBGB (new version) in conjunction with Section 312d(1) sentence 1 BGB (new version).
To comply with the withdrawal period, it is sufficient to send the notice of exercising the right of withdrawal before expiry of the withdrawal period.

Section 312g(2) BGB (new version)
There is no right of withdrawal for goods that are made/assembled according to customer specifications or clearly tailored to the buyer’s personal needs. This applies to all our fabrics, multi-axial reinforcements, mats, nonwovens and films, as we cut/assemble these according to your order.

Withdrawal must be addressed to:
Zeisberg Carbon GmbH
Voltmerstr. 65
30165 Hanover
Email: info@zeisberg-carbon.com
Fax: +49 (511) 65513-918

Registered office: D-30165 Hanover
Managing Directors: Zeisberg, Larisa; Zeisberg, Marcel
Commercial Register: HRB 217 487, Register Court Hanover

Consequences of withdrawal:
In the event of an effective withdrawal, the services received by both parties must be returned.
If you are unable to return the received service in whole or in part, or only in a deteriorated condition, you may have to pay compensation for value in this respect (Section 357(7) BGB, new version). Otherwise, you can avoid the obligation to compensate for value for deterioration resulting from intended use of the item by not using it as your own property and refraining from anything that impairs its value.

If you withdraw from this contract, we will reimburse all payments we have received from you excluding delivery costs, without undue delay and no later than fourteen days from the day on which we received notice of your withdrawal. In accordance with Section 357(6) BGB (new version), the consumer bears the direct costs of returning the goods. We will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise; in no case will you be charged fees for this reimbursement.

End of the withdrawal instruction

VI. Transfer of risk 

Subject to any deviating agreements, the place of performance for Zeisberg Carbon GmbH’s performance shall—at Zeisberg Carbon GmbH’s option—be exclusively the supplying plant or the warehouse of Zeisberg Carbon GmbH. Zeisberg Carbon GmbH shall notify the buyer that the goods are ready for dispatch. Upon receipt of this notice, the risk of accidental loss shall pass to the buyer.

If it is agreed that Zeisberg Carbon GmbH ships the goods to the buyer (contract of dispatch), the place of performance remains the supplying plant or warehouse of Zeisberg Carbon GmbH. Subject to the rule under V(a), risk shall pass to the buyer at the latest upon handover to the carrier. Unless otherwise agreed, shipment is generally at the buyer’s expense; Zeisberg Carbon GmbH determines the shipping route and method. If shipment is “free of freight”, Zeisberg Carbon GmbH only owes transport customary in type and scope to the destination named by the buyer at the freight rates prevailing at the time the contract was concluded. Any additional costs due to freight increases after conclusion of the contract, special shipping requests, or shipping difficulties not attributable to Zeisberg Carbon GmbH shall be borne by the buyer.

VII. Retention of title 

Until all claims have been fulfilled—including all claims to which Zeisberg Carbon GmbH is entitled against the buyer now or in the future on any legal basis—Zeisberg Carbon GmbH shall be granted the following securities.

(a) Zeisberg Carbon GmbH retains title to the delivered goods. Processing or transformation shall always be carried out for Zeisberg Carbon GmbH as manufacturer, but without obligation for it. If Zeisberg Carbon GmbH’s (co-)ownership expires due to combination, it is already agreed that the buyer’s (co-)ownership of the uniform item shall pass to Zeisberg Carbon GmbH in proportion to its value share (invoice value). The buyer shall store Zeisberg Carbon GmbH’s (co-)ownership free of charge. Goods in which Zeisberg Carbon GmbH has (co-)ownership are referred to below as goods subject to retention of title.

(b) The buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business as long as it is not in default. Pledges or transfers by way of security are not permitted. The buyer hereby assigns to Zeisberg Carbon GmbH, as security and in full, the receivables arising from resale or any other legal ground relating to the goods subject to retention of title, including all receivables from current accounts. Zeisberg Carbon GmbH irrevocably authorises the buyer to collect the receivables assigned to it in its own name for the account of Zeisberg Carbon GmbH. This collection authorisation may only be revoked if the buyer does not properly meet its payment obligations. In such cases, the buyer must disclose the debtors of the assigned receivables and, at Zeisberg Carbon GmbH’s option, notify the debtors of the assignment.

(c) Zeisberg Carbon GmbH will release the securities mentioned under (b) at its discretion upon request insofar as their value exceeds the claims sustainably by more than 20%. In the event of third-party access to the goods subject to retention of title, in particular seizures, the buyer shall point out Zeisberg Carbon GmbH’s ownership and inform Zeisberg Carbon GmbH immediately so that Zeisberg Carbon GmbH can enforce its ownership rights. If the third party is not in a position to reimburse Zeisberg Carbon GmbH for the judicial and extrajudicial costs incurred in this connection, the buyer shall be liable for these costs. In the event of breach of contract by the buyer, in particular default of payment, Zeisberg Carbon GmbH is entitled to withdraw from the contract, take back the goods subject to retention of title, or, where applicable, demand assignment of the buyer’s claims for surrender against third parties.
Taking back or seizing the goods subject to retention of title shall not be deemed withdrawal from the contract unless mandatory law prevents this or Zeisberg Carbon GmbH issues a corresponding declaration.

VIII. Payment 

Unless otherwise agreed, invoices of Zeisberg Carbon GmbH are payable immediately net upon notification of readiness for dispatch, without deduction. Notwithstanding different provisions of the buyer, Zeisberg Carbon GmbH is entitled to allocate payments first to the buyer’s older debts. Zeisberg Carbon GmbH will inform the buyer of the type of allocation.

If interest and costs have already arisen, Zeisberg Carbon GmbH is entitled to allocate the payment first to costs, then to interest and lastly to the principal claim. Payment is deemed made when Zeisberg Carbon GmbH can freely dispose of the amount in Germany. Collection and discount charges, costs of prolongation, re-endorsement, etc. shall be borne by the purchaser.

If Zeisberg Carbon GmbH becomes aware of circumstances that call the buyer’s creditworthiness into question—particularly if a cheque is not honoured or the buyer suspends payments—or if other circumstances become known that call the buyer’s creditworthiness into question and justify Zeisberg Carbon GmbH’s assumption that a substantial deterioration in the buyer’s financial situation has occurred, Zeisberg Carbon GmbH is entitled to declare the entire remaining debt due. This also applies if Zeisberg Carbon GmbH has accepted cheques. In this case, Zeisberg Carbon GmbH is also entitled to demand advance payments or security.

The buyer is only entitled to set-off, retention or reduction—even if notices of defects or counterclaims are asserted—if the counterclaims have been finally adjudicated or are undisputed. However, the buyer is also entitled to retain payments due to counterclaims arising from the same contractual relationship.

IX. Damages 

If Zeisberg Carbon GmbH or the buyer withdraws from the contract for a reason attributable to the buyer, or if the contract is not performed for reasons attributable to the buyer, Zeisberg Carbon GmbH is entitled—without further proof—to demand lump-sum damages of 20% of the order value for expenses and loss of profit.

Zeisberg Carbon GmbH is entitled to charge interest from the due date at the customary bank rate.

The buyer remains free to prove that lower or no damage has occurred; Zeisberg Carbon GmbH may also prove higher damage.

X. Warranty for defects 

The buyer must observe the duties of inspection and notification of defects within the meaning of Sections 377 and 378 German Commercial Code (HGB). The buyer is obliged, upon delivery of chemicals, to take samples and carry out an analysis. A period of 10 days is deemed “without undue delay” within the meaning of Section 377 HGB.

Defects that cannot be discovered within this period even with careful inspection must be reported in writing immediately upon discovery.

In the event of material defects, Zeisberg Carbon GmbH shall, at its discretion, provide replacement delivery, grant a price reduction, or undertake rectification. If replacement delivery and rectification have definitively failed, the buyer may demand rescission or reduction. If the buyer requests that rectification work be performed at a location specified by the buyer, Zeisberg Carbon GmbH may comply, whereby parts covered by warranty will not be charged, while labour time and travel costs must be paid at Zeisberg Carbon GmbH’s standard rates.

Changes in the design and characteristics of the goods delivered by Zeisberg Carbon GmbH correspond to the state of the art at the respective time. Changes made generally by Zeisberg Carbon GmbH or its suppliers after conclusion of the contract that do not impair the quality and functionality of the delivered product do not entitle the buyer to complain.

The preceding paragraphs conclusively regulate the warranty for the products and exclude any other warranty claims of any kind. This does not apply to claims for damages arising from guarantees of quality/assured characteristics intended to protect the buyer against the risk of consequential damage due to defects.

XI. Exclusion/limitation of liability 

Claims for damages arising from positive breach of obligation, culpa in contrahendo, and tort are excluded both against Zeisberg Carbon GmbH and against its vicarious agents, unless intent or gross negligence exists. This also applies to claims for damages due to non-performance, but only insofar as compensation for indirect or consequential defect damage is claimed, unless liability is based on a guarantee intended to protect the buyer against the risk of such damage. This limitation of liability applies with regard to the breach of essential contractual obligations by Zeisberg Carbon GmbH or its vicarious agents.

In the event of breach of non-essential contractual obligations, liability of Zeisberg Carbon GmbH or its auxiliary persons is excluded.

Zeisberg Carbon GmbH’s liability is limited to the amount of the respective value of the goods.

XII. Final provisions 

These Terms and Conditions and the entire legal relationship between Zeisberg Carbon GmbH and the buyer are governed by the laws of the Federal Republic of Germany.

The place of jurisdiction for all disputes is Hanover. For legal disputes with a buyer who is not registered in the commercial register or is registered only as a “minor merchant” (Section 4 HGB), the court having jurisdiction is the court in whose district the buyer is domiciled. However, Zeisberg Carbon GmbH is also entitled to sue the purchaser in Hanover if the purchaser has its domicile or habitual residence abroad or if its domicile/residence is unknown at the time legal action is brought.

Application-related notes, information and details provided by Zeisberg Carbon GmbH are non-binding unless Zeisberg Carbon GmbH assumes a contractual duty to provide advice. The buyer is responsible for complying with official or statutory regulations when using the delivered goods.

Should a provision in these Terms and Conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

End of the General Terms and Conditions (GTC)