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ArcelorMittal
SSC
Deutschland Burbach GmbH
Carl-Benz-Straße 10 – 12
D-57299 Burbach / Industriepark
Phone: +49 (0) 27 36 44 02 - 0
Fax: +49 (0) 27 36 44 02 - 33
e-mail: info@fbh.de |
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You are here: Start page  AGB |
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General Terms and Conditions | as at 15/05/2006 |
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I. |
Validity / Offers |
| 1. |
These general sales conditions apply to all - also future - contracts with companies, legal entities under public law and special funds under public law, for deliveries and other services, including contracts for services and the delivery of specific items. In the event of chain-of-delivery business, the provisions of the price list of the commissioned supplying plant also apply. The buyer’s purchasing conditions are not recognized, even if we have not expressly refuted them again after receipt. |
| 2. |
Our offers are subject to change. Verbal agreements and assurances from our employees in the context of contract conclusion, are only binding after written confirmation from us. |
| 3. |
In cases of doubt, the Incoterms in their newest version take precedence over the layout of trade terms. |
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II. |
Prices |
| 1. |
Unless otherwise agreed, the applicable prices and conditions are those of the price lists and price agreements that were valid when the contract was concluded. |
| 2. |
If the taxes or other outside costs that are included in the agreed price change more than four weeks after the conclusion of the contract, or if they re-emerge, we are entitled to make price changes as appropriate. |
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III. |
Payment and settlement |
| 1. |
Unless otherwise agreed or specified in our invoices, the purchase price is due immediately after delivery without discount and is to be paid in such a manner that it can be accessed by us on the due date. The buyer bears the costs of payment transfer. They buyer is only entitled to withhold payment and offset it, in so far as his counter claims are determined as undisputed or legally valid. |
| 2. |
If the payment target is exceeded, or in the event of delay, we calculate interest at a rate of 8 percentage points above the basic interest rate, unless higher interest rates are agreed. We reserve the right to impose further delay penalties. |
| 3. |
The buyer is delayed if payment is not received at the latest within 10 days after the due date of our demand. No warning is required. |
| 4. |
If after conclusion of the contract, it is recognized that the buyer may have insufficient funds to meet our payment demand, or if the buyer is delayed in payment by a substantial sum, or other circumstances occur after the contract is concluded, which have a substantial effect on the buyer’s ability to pay, we have rights arising from § 321 BGB (Civil Code). We are also then entitled to demand settlement of all outstanding claims arising from the current business connection with the buyer. |
| 5. |
An agreed discount always relates to the invoicing value excluding freight and requires the complete settlement of all liabilities due from the buyer at the time of the discount. Unless otherwise agreed, discount periods commence from the invoice date. |
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IV. |
Execution of deliveries, delivery periods and deadlines |
| 1. |
Our delivery obligation is subject to the reservation of proper and timely self-delivery, unless the improper or delayed self-delivery is the result of our culpability. |
| 2. |
Details on delivery times are approximate. Delivery periods begin on the date of our order confirmation and only apply under the requirement of proper clarification of all particulars of the order and timely fulfilment of all duties on the part of the buyer, such as production of all official certificates, production to customs of accreditations and guarantees or provision of advance payments of any type. |
| 3. |
For adherence to delivery periods and deadlines, the time of despatch ex factory or warehouse is decisive. The deadline is viewed as having been met, if the goods cannot be despatched in a timely manner on notification of despatch-readiness and we are not culpable. |
| 4. |
In the event of a delivery delay, the buyer can set us an appropriate extension period and if this lapses without successful delivery, may withdraw from the contract, as the contract has not been fulfilled. This excludes contracts, for which our supplier has already prepared the material specified for this order. In such cases, claims for damages are arranged according to section XI of these conditions. |
| 5. |
Unforeseen events release us from our agreed deadline. |
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V. |
Retention of ownership |
| 1. |
All delivered goods remain the property (reserved goods) of ArcelorMittal
SSC Deutschland Burbach GmbH until fulfilment of all claims, particularly also the appropriate settlement claims, which we have in the context of the business relationship (overall reservation of title). This also applies to claims that emerge in the future and conditional claims, e.g. arising from acceptors’ changes and also if payments are made for particularly designated claims. This overall reservation of title finally lapses with the settlement in proper time of all payments still open and claims that have arisen because of this reservation of title. |
| 2. |
Processing of the reserved goods is effected for us as the manufacturer in the sense of § 950 BGB (Civil Code) without our obligation. The processed goods count as reserved goods in the sense of the no. 1.When the buyer processes, combines and mixes the reserved goods with other goods, we retain co-ownership of the new items, in relation to the invoiced value of the reserved goods to the invoiced value of the other goods used. If our ownership lapses as the result of combining or mixing, the buyer transfers to us his ownership rights arising from the new item or object, in the scope of the invoicing value of the reserved goods and stores them for us free of charge. Our co-ownership rights count as reserved goods in the sense of the no. 1. |
| 3. |
Processing of the reserved goods is effected for us as the manufacturer in the sense of § 950 BGB (Civil Code) without our obligation. The processed goods count as reserved goods in the sense of the no. 1.When the buyer processes, combines and mixes the reserved goods with other goods, we retain co-ownership of the new items, in relation to the invoiced value of the reserved goods to the invoiced value of the other goods used. If our ownership lapses as the result of combining or mixing, the buyer transfers to us his ownership rights arising from the new item or object, in the scope of the invoicing value of the reserved goods and stores them for us free of charge. Our co-ownership rights count as reserved goods in the sense of the no. 1. |
| 4. |
The claims from the reselling of the reserved goods are now transferred to us together with all securities that the buyer acquires for the claim. They serve for safety in the same scope as the reserved goods. If the reserved goods are sold by the buyer together with other goods not purchased from us, the claim from the resale is transferred to us in relationship to the invoiced value of the reserved goods to the invoiced value of the other purchased goods. In the event of sales of goods, to which we have co-ownership rights in accordance with no. 2, a share proportional to our co-ownership share is transferred to us. |
| 5. |
The buyer is entitled to collect claims from the resale. This power of collection lapses in the event of our recall, but at the latest on payment delay, non-payment of an exchange, or application to open insolvency proceedings. We will then only make use of our recall right, if it becomes clear after concluding the contract that the buyer may have insufficient funds to settle our payment claims arising from this, or other contracts with the buyer. At our request, the buyer is obligated to report to his customers immediately of the transfer to us and to give us all documents necessary for collection. |
| 6. |
The buyer must immediately inform us of any levy of execution or other detractions by third parties. The buyer bears all costs, which must be paid to cancel access or for retransport of the reserved goods, unless they are replaced by third parties. |
| 7. |
If the buyer is delayed or does not pay an exchange on the due date, we are entitled to take back the reserved goods and to enter the buyer’s premises for this purpose as is necessary. The same applies, if it becomes clear after concluding the contract that the buyer may have insufficient funds to settle our payment claims arising from this, or other contracts with the buyer. Taking back the goods does not constitute a withdrawal from the contract. The provisions of the Bankruptcy Act remain unaffected. |
| 8. |
If the invoiced value of the existing securities exceeds the secured claims, including incidental claims (interest; costs etc.), in total by more than 50 v.H., we are obligated at the buyer’s request in this respect to release securities at our choice. |
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VI. |
Qualities, dimensions and weights |
| 1. |
Qualities and dimensions are determined according to the DIN/EN standards or material sheets applicable when the contract was concluded. If these are not available, then usual commercial usage applies. References to standards, material sheets or material inspection certificates and details of qualities, dimensions, weights and usability are no assurances or guarantees, just as little conformity declarations, manufacturers’ declarations and corresponding labelling such as CE and GS. |
| 2. |
The weighing performed by us or our suppliers is decisive for the weights. The proof of weight is effected on request by submission of the weight note. If legally permissible, weights can be calculated without weighting according to standard. The usual charges and discounts (commercial weights) in the German steel industry remain unaffected. The number of units, bundles etc detailed on the despatch note are not binding for goods calculated by weight. If individual weighing is not usually performed, the overall weight of the shipment applies in each case. Differences in the calculated individual weights are divided proportionally on this basis. |
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VII. |
Inspections |
| 1. |
If a final inspection is agreed, it can only be effected in the supplying plant or our warehouse immediately after notification of inspection readiness. The buyer bears the personal inspection costs. The actual inspection costs are calculated for the buyer according to our price list or the price list of the supplying plant. |
| 2. |
If the inspection does not take place, or is not timely, or complete, and we are not culpable for this, we are entitled to despatch the goods without inspection, or to store them at the buyer’s cost and risk and to bill the buyer. |
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VIII. |
Despatch, transfer of risk, packaging, partial delivery |
| 1. |
We determine the despatch route and method and carrier and forwarder for “carriage paid” or “post-paid” deliveries. |
| 2. |
In accordance with the contract, goods that are reported as ready for despatch, must immediately be released, otherwise we are entitled after a warning to either despatch, or store at our discretion, at the buyer’s cost and risk, and to bill immediately. |
| 3. |
If transport on the proposed route or to the proposed location in the proposed period is not possible and we are not culpable for this, we are entitled to deliver using a different route or to a different location; the buyer bears the resulting costs. The buyer is given the opportunity to state his position. |
| 4. |
When the goods are passed to a carrier or forwarder, but at the latest when they are released from the warehouse or supplying plant, the risk, passes to the buyer. This also applies to the risk of a seizure of the goods, for all transactions, also for “carriage paid” or “post-paid” deliveries. We will only provide insurance at the buyer's instruction and cost. The buyer bears the duty and costs of unloading. |
| 5. |
The goods are delivered unpackaged and not protected against rust. We will deliver packaged if this is the normal practice or it is agreed. We provide packaging, protection and/or transport aids according to our experience at the buyer’s cost. They are taken back to our warehouse. We will not take on the buyer’s costs for return transport or for own disposal of the packaging. |
| 6. |
We are entitled to make partial deliveries of reasonable amounts. Standard industry additional and part deliveries of the completed amounts are permissible. |
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IX. |
Orders for goods to be delivered on demand / consecutive deliveries |
| 1. |
On conclusion of consecutive delivery on sale, requests for delivery of goods ordered and type classification for approximately equal monthly amounts are to be given to us; otherwise we are entitled to set the terms at equitable discretion. |
| 2. |
If the individual requests exceed the overall contractual quantity, we are entitled to deliver the additional amount, but are not obligated to do so. We can bill for the additional amounts using the prices valid at the time of the request or the delivery. |
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X. |
Liability for defects |
| 1. |
Defects in the goods must be communicated immediately in writing, at the latest seven days after delivery. Flaws in the material may only amount to 2 % and are embodied in the German price lists. Defects, which it was not possible to discover within this period, even with the most careful checking - under immediate adjustment of any processing - are to be communicated in writing immediately after discovery, at the latest before the expiration of the agreed or legal period of limitation. |
| 2. |
In the event of entitled, timely notification of defects, we can either remedy the defect or deliver alternative defect-free goods (supplementary performance). In the event of failure or refusal of supplementary performance, the buyer may, after unsuccessful expiration of a reasonable period, withdraw from the contract or reduce the purchase price. If the defect is not substantial or if the goods have already been processed or altered, the buyer is only entitled to reduce the price. |
| 3. |
We only bear the costs in connection with supplementary performance, if these are reasonable in individual cases, particularly in relation to the purchase price of the goods. We will not bear costs that are incurred in this situation if the sold goods have been brought to a location other than the agreed place of fulfilment, unless this was in accordance with their contractual use. |
| 4. |
After the buyer has performed an agreed inspection of the goods, notification is precluded of defects, which could have been detected during the agreed type of inspection. If the buyer remained unaware of a defect because of negligence, he can only assert his rights resulting from this defect, if we maliciously concealed the defect, or if we have made a guarantee for the procurement of the item. |
| 5. |
If the buyer does not give us an immediate opportunity to satisfy ourselves of the defect, in particular if he does not make available on demand the goods in question, or tests on the goods for the purposes of inspection, all rights arising from the defect are inapplicable. |
| 6. |
For goods that have been sold as declassed material, the buyer has no rights arising from defects, with regard to the specified declassification reasons and such defects, which normally occur. In the event of sale of so-called II1 goods, our liability because of defects is precluded. |
| 7. |
Any further claims on the part of the buyer are in accordance with section XI of these provisions. The buyer’s rights of recourse in accordance with §§ 478, 479 BGB (Civil Code) remain unaffected. |
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XI. |
General liability limitation and limitation of actions |
| 1. |
In the event of a breach of contractual and extra-contractual obligations, particularly due to impossibility, delay, culpability for contract initiation and impermissible trade, we are liable, also for our managerial employees and other agents – only in cases of intent and gross negligence, limited to contract-typical damage foreseeable when the contract was concluded. Generally, our liability is precluded, also for damage and consequential damage from defects. |
| 2. |
These limitations do not apply to a culpable breach of substantial contractual obligations, if the fulfilment of the purpose of the contract is endangered, in the event of culpably effected damage to life, body and health, and then also not if we have made a guarantee for the procurement of the sold item, and in cases of mandatory liability in accordance with product liability legislation. Regulations on the burden of proof remain unaffected. |
| 3. |
Unless otherwise agreed, contractual claims that the buyer has against us, because of and in connection to the delivery of goods, expire one year after delivery of the goods. This period also applies to such goods, which are used for a construction site according to their usual manner of use and have caused faultiness, unless this manner of use was expressly agreed in writing. This does not affect our liability arising from intentional and grossly negligent breaches of obligation, culpably effected damage to life, body and health and the limitation of claims under a right of recourse. |
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XII. |
Place of fulfilment, jurisdiction and applicable law |
| 1. |
The place of fulfilment for our deliveries is the supplying plant named by us for deliveries ex factory and, for usual deliveries, our warehouse. At our choice the place of jurisdiction is Burbach, the head office of our main subsidiary, or the buyer's head office. |
| 2. |
In addition to these provisions, the German non-standardised law, particularly the BGB/HGB (Civil/Commercial Code), applies to all legal relations between ourselves and the buyer. The provisions of the UN Convention on Contracts for the International Sale of Goods of 11th April 1980 also apply. |
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