Terms and conditions

General terms and conditions of vermicon AG, Munich, Germany

1. Preface

In business transactions with non-consumers in the sense of § 310 BGB (German Civil Code), all orders granted to us and deliveries and other performances executed by us are governed by the following conditions. Deviating agreements, in particular the General Business Conditions of the purchaser, are only then applicable when expressly confirmed by us in writing.

2. Prices

Prices are understood as EURO and ex-warehouse plus the applicable rate of Value Added Tax. Within Germany packaging and freight are billed at a flat rate. Credit is not granted on returned packages.

3. Payment

Delivery takes place per invoice, payable without deduction within 14 days following receipt of merchandise/invoice. Withholding payment due to any counter claims of the customer is not admissible, unless these are undisputed, legally effective or agreed in writing. The same applies to the balancing of accounts with counter claims. Rectification of typing errors and obvious calculation mistakes is reserved.

4. Deliveries, delivery terms

4.1 Delivery dates are only binding when agreed or confirmed in writing. Delivery deadlines agreed in writing apply as adhered to when the consignment is handed over within this period to the shipper or shipping agent, or leaves our warehouse, respectively is ready for collection by the customer.

4.2 With hand-over of the merchandise to the shipper or shipping agent, at the latest, however, upon its leaving our warehouse, the risk of accidental loss and deterioration is transferred to the customer.

4.3 Blameless delay in delivery, strikes or lockouts and incidents of force majeure entitle us to withdraw fully or partially from the contract, or to prolong the delivery time correspondingly. The purchaser may demand from us a written declaration on whether we wish to withdraw from the contract or deliver within an appropriate period. Should our immediate declaration not be forthcoming, the customer may withdraw from the contract.

5. Reservation of ownership

Delivered merchandise remains our property until all claims arising from the business transaction are settled. The purchaser is entitled to sell the delivered merchandise to third parties under the scope of conventional and correct business operations. In this case for good measure the purchaser already transfers to us now the claims on purchase price payment arising from purchase contracts signed with third parties.

6. Fulfilment as Per Contract and Guarantee

6.1 The purchaser is obliged to check merchandise for obvious defects immediately upon delivery. We must be notified in writing of any defects within two weeks following receipt of merchandise.

6.2 If the merchandise delivered by us is defective, we shall provide replacement. Upon failure of the replacement delivery the purchaser has the choice of demanding reduction of payment or cancellation of the contract. In case of negligible defects (petty claims), claim of the purchaser is limited to reduction of the purchase price.

6.3 The aforementioned rights of the purchaser due to deficiencies expire by limitation one year following delivery of the merchandise. Compensation claims are regulated by paragraph 7.

7. Limitation of liability

7.1 Claims for damages, compensation and reimbursement of expenses of the purchaser (hereinafter summarized as "compensation claims"), regardless of for what legal reason, particularly due to infringement of liabilities from an obligation and tortious acts are excluded. This does not apply when a guarantee or a procurement risk is undertaken. It does not apply furthermore in cases of gross negligence or intent (hereinafter called "gross culpability"), to liability under the Product Liability Act, to death, physical injury or health risk, as well as to the infringement of fundamental contractual obligations. Compensation claims for the infringement of fundamental contractual obligations are, however, limited to contract-typical, foreseeable damages, insofar as gross negligence is not perpetrated or liability prevails for injury to life, body or health.

7.2 The statutory provisions on expiry by limitation apply to gross negligence and to compensation claims resulting from injury to life, body or health. In all other cases the expiry by limitation term for damage compensation claims against the seller amounts to one year.

8. Recourse of the Purchaser Following Resale to a Consumer

When the end-purchaser of the sold merchandise is a consumer and should she/he or an intermediary, to whom the purchaser has sold the merchandise, demand that the merchandise be taken back by the purchaser due to defects, then the purchaser must notify us immediately of the risk of recourse. The purchaser will undertake all in her/his power to ensure that the recourse claim directed at her/him can also be fulfilled by us at our request in order to keep the costs of recourse as low as possible.

9. Disposal

9.1 Customer is obliged to closely observe our goods accompanying documents and to ensure the correct disposal of the goods in accordance with the applicable law.

9.2 In case Customer is a businessman, Customer shall be obliged to dispose the goods at own costs. Customer shall be obliged to transfer this obligation on the purchaser of the goods or parts thereof in case of a resale of the goods. In case the Customer is a Consumer the statutory provisions regarding disposal of waste shall apply.

10. Applicable law / place of performance / jurisdiction

10.1 German Law, excluding rulings of international civil law and the stipulations of the Convention on Contracts for the International Sale of Goods (CISG), applies to all legal relationships between the parties.

10.2 Place of legal fulfilment and legal venue for all disputes arising out of and in connection with this contract is Munich. We are nonetheless also entitled to choose to institute legal proceedings against the purchaser at her/his domicile.

vermicon AG, June 2010