General Terms & Conditions

November 2015

1. General

Our General Terms and Conditions apply to all present and future business transactions between us and the buyer, even if we do not disagree to deviating purchasing conditions or confirmations to the contrary which we hereby expressly reject. They are deemed to be accepted when the order is placed, but no later than when the goods are accepted by the buyer or his agents. Any variations to these terms require our written confirmation for each individual contract.
We store personal data for the reasons of contractual or pre-contractual relationships.

The buyer shall not be entitled to any usage rights for industrial copyrights belonging to Kiesel through a purchase agreement or purchase agreements Copyrighted material can only be used with written approval from Kiesel, provided that exhaustion has not occurred. The direct or indirect use of copyrighted material (e.g., product photography), which has been downloaded or photographed from our website or edited using technical equipment, is prohibited.

2. Prices and Offers

Our offers are non-binding in terms of price, quantity, delivery periods and availability and are therefore not offers in the legal sense. The contract is concluded upon the acceptance of the order by the customer. Acceptance can also be implicitly concluded, in particular by executing the order. Any refusal of the order on our part will be sent in writing by post immediately but at the latest within 5 working days after receipt of the order.
Our stated prices are always strictly net, i.e. without VAT.
Unless otherwise agreed in writing, our sales prices are those applicable on the date of delivery.

3. Delivery and Shipping

Unless otherwise agreed, shipping is at the expense and risk of the buyer. If carriage paid prices are agreed, the buyer shall bear the costs for express freight and express delivery. Force majeure events, such as strikes, lockouts, shortages of raw materials and energy and the like, release us from our delivery obligation for the duration of such disturbances. Such events shall also entitle us to withdraw from the contract entirely or in part, without the buyer being entitled to compensation.

Risk transfers to the customer upon dispatch of the goods ex works or ex warehouse. Unless otherwise agreed, goods are dispatched at our discretion without guarantee of the cheapest and fastest method.

The agreement of delivery dates and periods do not amount to fixed-date purchases in the legal sense, unless they are expressly stated as such.

4. Containers, Pallets

Containers that are not separately invoiced are non-returnable. A return period of 30 days applies to returnable packaging. Packaging must be returned to us in a perfect and reusable condition. Upon expiry of the deadline they will be charged to the buyer either at replacement cost or rental rates. Such invoices are payable immediately on receipt without deduction. Pallets must be returned in exchange on delivery. If the pallets are not exchanged, we shall be entitled to immediately charge for them on delivery at cost price. If the pallets are subsequently returned a credit note will be issued.

5. Payment Terms

Unless specifically agreed otherwise, 100% payment in advance is required. If payment terms are specifically granted, the buyer shall be in default if he fails to pay until the due date. From this date we shall charge the statutory default interest; we reserve the right to assert a higher claim for damages.

Bills of exchange and cheques are only accepted on a conditional basis. If a payment or bill of exchange or cheque is subject to protest, all of our claims against the buyer shall immediately become due. We are entitled to recall other bills of exchange or cheques in circulation and to demand their immediate payment in cash. The same applies if our customer does not pay immediately in cash a protested third party bill of exchange lodged with us. In the event of the debtor defaulting we shall be entitled to withdraw from uncompleted orders or to demand payment in advance. The same applies if circumstances become known to us after conclusion of contract that cause doubt on the buyer's creditworthiness.
The buyer cannot derive any claims from a different performance of the above provisions in individual cases.

6. Rentention of Title

We retain title of ownership of the delivered goods until the payment in full of all our claims arising out of the business relationship, even if the goods have already been sold to a third party. The buyer has the revocable right to sell or process goods subject to retention of title. Claims on the part of the buyer against third parties resulting from the resale or application of the goods shall, from the moment they arise, be deemed as being assigned to us as security for all of our claims arising from this business relationship.
The buyer shall not be permitted to pledge the reserved good or transfer its ownership as collateral. We must be immediately informed of any claims under distraint by third parties.
In the event of default by the customer and after expiry of a deadline without result, we are entitled to withdraw from the contract, take back the goods and claim compensation.
In that case we shall credit the customer with our sales price less the costs for recovery of the goods, less any loss in value arising from damage, alterations or usage and less any loss of our income.

7. Application

Our specifications relating to the composition and quality of our products is based on diligent investigations. However, they are not to be understood as guarantees within the meaning of the law.
Due to the very varied working conditions on construction sites and the various areas of application for our products we are only able to provide general guidelines with our application instructions. Where special requirements have to be met that are not mentioned in the application instructions, our recommendations regarding the specific case must be obtained before application.

Our recommendations do not relieve the buyer or processor from carrying out his own tests of our product as to its suitability for the particular purpose in question and paying due regard to our application instructions. The information and recommendations provided by our sales representatives and application technicians, particularly if they diverge from our general application guidelines, shall only be binding if they are given in written form.
Our coverage data is based on our experience. No claims can be asserted against us where a greater or lesser quantity of the product is actually consumed.

8. Liability for Defects, Damages

The buyer must notify obvious defects in writing not later than 14 days after receipt of the goods. The opportunity to inspect the goods shall be granted to us on request.
We shall only be liable for damages, whether due to delivery of faulty goods, breach of contract or other legal reasons (e.g. product liability) in the case of intent or gross negligence on the part of our legal representatives, employees or vicarious agents, unless material contractual duties are affected. Liability for culpable injury to life, limb or health shall not be affected.
Otherwise we only accept liability for damage to this or other items resulting from the use of our product, if the product has been properly applied in conformance with our application guidelines, the relevant DIN standards and the generally recognised rules of good practice of the trade, engineering and construction.

9. Applicable Law and Jurisdiction

For transactions with merchants under the terms of the Commercial Code the place of jurisdiction for both parties shall be Esslingen, Germany. This also includes claims in connection with cheques and bills of exchange. However, we can at our option also bring an action before the court that is generally responsible for the customer.

It is agreed that this contract shall be governed solely by the law of the Federal Republic of Germany. The application of the UN Sales Law (CISG) is expressly excluded.