Delivery and payment terms

1. Offers:
All offers are subject to change, if not expressly determined to be otherwise.

2. Prices:
Prices are those effective on the delivery date - subject to change. Orders are not considered to be accepted until Ditsch confirms them. Delivery of goods is also a valid form of confirmation.

3. Right to cancel:
We reserve the right to cancel in the event that we are unable to procure raw materials and in cases of force majeure (e.g. crop damage or failure, transportation problems, official action, strikes, lockouts, power outages, energy shortages, traffic disruptions). Claims to damages are excluded in this case.

4. Passage of risk:
If delivery is by Ditsch or by a shipper authorized by Ditsch, risk passes on transfer to the destination or pickup by the customer or by vehicles operating under authorization by the customer when the goods leave the loading dock or the loading ramp of Ditsch.

5. Delivery:
Agreed delivery times shall be considered within the scope of reasonable tolerance. Deliveries on orders of a minimum of 500 Euro (excluding VAT and only with complete pallets) shall be free of charge if no other arrangement is made. For smaller amounts Ditsch shall add shipping costs of 40 Euro per delivery.

6. Delay in taking delivery of goods:
Should the customer occasion a delay in acceptance of a delivery, Ditsch may, after expiration of a period of 14 days maximum, withdraw from the contract and demand compensation for damages.

7. Payment conditions:
Payment of invoices shall be due without deductions within 14 days from the invoice date, unless other arrangements have been agreed upon. Setoffs or the exercise of rights of retention shall be excluded. Interest in line with banking shall be added to payments made after the due date. Checks shall only be accepted for the purpose of payment. In the event of a deterioration in the purchaser?s financial situation or of any other threat to the pecuniary claim, Ditsch shall be authorized, even with prior confirmation of the order, to request at its own discretion the provision or payment in advance of the amount of the invoice. In such cases, all outstanding claims may furthermore be made immediately payable by Ditsch. Ditsch understands "deterioration in financial situation" to refer not only to the declaration of bankruptcy or conciliation proceedings, but also especially to the exceeding of debt limits regarding other claims.

8. Reservation of title:
Ditsch shall pursue reservation of title as stipulated in § 449 BGB for all goods delivered in satisfaction of all claims (including all receivables from current accounts) that Ditsch makes now or will make in the future against the customer. The goods shall be at the customer?s disposal within the normal transaction of business insofar as payments are not delinquent. The pledging or assignment of goods as security is not allowed. The customer shall, in the interest of security, immediately make over all claims arising from the resale of reserved goods (including all receivables from current accounts) to their fullest extent to Ditsch. The customer is revocably authorized to collect in his own name all claims made over to Ditsch. Direct debit authorization may be revoked if the customer does not fulfill its payment obligations in accordance with law. In the event of seizure by a third party of the reserved goods, the customer shall refer to Ditsch?s ownership and notify Ditsch of it without delay.
Ditsch reserves the right, in the event of any action by the customer in violation of the contract - particularly that of delinquent payment - to recover the reserved goods. Recovery and seizure of the reserved goods by Ditsch shall not constitute - insofar as the Law Relating to Deferred Payment Sales does not apply - any annulment of the contract. Ditsch will of its own accord and on request release the securities given insofar as their value sustainably exceeds claims by Ditsch by more than 20 %.

9. Guarantee:
The customer is to inspect the goods after receipt within a reasonable scope and to lodge a complaint concerning any deficiencies immediately after determining them. The goods must be stored and handled properly until a second inspection occurs. Returns are subject to approval by Ditsch. Discrepancies in quantity must be confirmed by the carrier in writing immediately on acceptance of goods. If objections are justified, the customer may only request a replacement delivery, to the exclusion of all other claims.

10. Severability clause:
Deviation from these terms and other agreements shall be valid only if they are confirmed in writing by Ditsch. Should a provision of this contract be invalid, this shall not affect the validity of the remainder of the contract.

11. Place of Performance and Venue:
Place of performance for all payments is Mainz. All payments must be made in Euro. Venue is Mainz. All relations between customers and Ditsch are subject exclusively to the laws of the Federal Republic of Germany.