§ 1. Scope of the agreement
These conditions of sale, delivery and payment are applicable to all sale transactions between C. R. Laurence of Europe GmbH (CRL) and the customer, even if they are not mentioned in future contracts. All customer’s conditions that are contradictory, additional or different to these conditions of sale, delivery and payment are not accepted, except if CRL has expressly accepted them in writing. These conditions of sale, delivery and payment are also applicable when we deliver to a customer even with the knowledge of these contradictory, additionnal or different conditions.

§ 2. Offers
Our offers are non-binding and can be changed at any time. An order becomes binding after being confirmed in writing by CRL. For volumes and delivery terms our confirmation in writing is binding. All other agreements, changes and additions must be confirmed in writing by CRL. The eventual documents related to the offer such as drawings, calculations, samples or all other types of documents stay our propriety. They cannot be reproduced nor made accessible to third parts without our written consent. Obvious entry and calculation errors in our offer or in our order confirmation are not binding.

§ 3. Price
Unless expressly agreed otherwise, indicated prices in the order confirmation or in an eventual offer are applicable when leaving our warehouse. The legal VAT is not included in the price and will be separately added in the invoice at the applicable rate on the day of invoice. Orders for which no fixed price has expressly been agreed will be charged at the applicable rate on the day of invoice. The writing of the applicable rate on the day of order on an order form or on an order confirmation doesn’t establish a fixed price agreement. In the case of a price increase of the production conditions before the delivery date CRL has the right to adjust the price without regard for the offer and the order confirmation.

§ 4. Delivery time and force majeure
Delivery time details are not binding and are given according to our knowledge, except in the exceptional event of an agreed, binding delivery time. In the event of circumstances that are unexpected and non-attributable to CRL such as social conflicts, official decisions, energy shortage, obstacles to a vendor’s delivery or important perturbations of all sorts, and in case of force majeure, CRL is free of its obligation of service during the time of impediment and also for a reasonable time to restart the activity without having to pay compensation to the customer. Such obstacles don’t authorise either parts to cancel the contract. The right of both parts to cancel the contract for an important reason over a long period of time remains unchanged. CRL delivery obligation is applicable, subject to its correct and punctual stock, except if delivery delay and errors are caused by CRL. CRL is authorised to partially ship.

§ 5. Shipment and risk transfer

According to packaging regulations, packaging for transport and sale will be collected by CRL’s warehouse. CRL is not in charge of costs involved by the customer for the return of merchandise, sale and transport packaging. Risks are transferred to the customer from the moment merchandise are transferred to the person in charge of the transport or leaves our warehouse. This also applies to partial deliveries and when CRL covers additional charges such as transport costs. At the customer’s request and cost CRL can insure merchandise with a transport insurance that covers risks mentioned by the customer. Compensation claims in case of damage caused to merchandise during the transport must be addressed directly to the person in charge of the transport.

§ 6. Complaints for faulty products
Legal dispositions are applied for complaints for faulty products unless otherwise specified below. No complaint for faulty products can result from a wrong usage, natural wear, wrongly executed changes and reparations or for products wrongly installed by the customer or a third part. In case of a faulty products customers’ rights state that he/she checks the merchandise at reception and that in case of fault he/she informs CRL immediately in writing and within 8 days at most following the reception of the merchandise. Hidden faults must be notified to CRL immediately at most within 5 days after being noticed. Customers must document faults in detail when contacting CRL. In case of faulty products CRL is authorised to fix the products faults or to send new products.

§ 7. Responsibility
CRL is responsible of all damages resulting from the violation of a guarantee or of the intrusion on the privacy, physical or health damage. This also applies to intentional acts and serious negligence. In case of a slight negligence CRL is responsible only if a contract obligation, of which the respect is essential to the aim of the contract, is not fulfilled. If such obligations are not respected, late or impossible, CRL responsibility is limited to damages typically linked to the contract. A mandatory, legal responsibility for faulty products is not applied.

§ 8. Payments
All CRL invoices are payable within 30 days after the invoice date or up to 10 days after the invoice date with deduction of a 2% discount unless otherwise agreed in writing. If the payment is overdue we have the right to invoice interests at the interest rate in effect at the Deutschen Bundesbank with an increase of 8 points of percentage per year. Damage claims and additional interests are not excluded.

§ 9. Reserve of ownership
Until the entire payment of all debts from a commercial agreement between CRL and the customer delivered merchandise remains CRL’s propriety. In the event of transformation, assembly and combination of merchandises with other merchandises belonging to the customer and made by the customer, CRL can pretend to the co-ownership of the new merchandise proportionally to the amount of merchandise invoiced subject to other merchandises used at the moment of transformation. If CRL’s ownership ends following the assembly or mixture of merchandise the customer transfers directly to CRL its ownership rights on the new merchandise created at the same value as the original merchandise value subject to the amount invoiced and keeps merchandise free for CRL. Co-ownership rights created are considered as merchandise according to paragraph 1 on ownership.

The customer cannot resell the merchandise subject to ownership in application of these terms and conditions and for as long as he/she is not in a situation of debts to CRL, at the condition that debts created by deadlines related to the resale conform with the following paragraphs about CRL. The buyer is not authorised to dispose of the merchandise subject to ownership. The customer doesn’t have the right to pledge or transfer any merchandise subject to the right of ownership or to take any disposition putting CRL’s ownership at risk. The customer must inform CRL of a of a seizure or of all affectation caused by a third part.

Now the customer transfers his/her debts resulting from the resale of merchandises that are subject to ownership. They are related to the guarantee of our debts like our merchandises that are subject to ownership. If the merchandise that is subject to ownership is resold by the customer with other merchandises not sold by CRL, the transfer of the debt will be of the value invoiced for the resale of the merchandise subject to the concerned ownership. In the event of merchandise resale in which CRL owns co-ownership actions conforming the above dispositions, the transfer of the deb twill be at the value of this co-ownership. The obligations of the customer mentioned in paragraph 3, sentence 3 are applicable in consideration of the transferred debts.

The customer is authorised to recover the debts of the resale until revocation by CRL at any time. The customer is authorised to transfer debts – included in the event of the sale of the debts to factoring banks – only with the written, preliminary agreement from CRL. At CRL’s request he/she must inform immediately his/her buyer of the transfer to CRL – if the latter doesn’t do it itself – and to give to CRL all pieces of information and documents necessary to the recovery.

If the buyer pays the customer by check its ownership is transferred to CRL from the moment that the customer acquires it. If payments are done by bills the customer transfers primarily to CRL the rights resulting from these payments. Instead of the transfer of these documents the customer will keep them for CRL or, if he/she doesn’t have the direct ownership, will transfer primarily to CRL the reimbursement rights to third parts; he will transfer without delay these documents with its endorsement to CRL.

In the event of contract breach by the customer in particular if payment is missing CRL will be able to cancel the contract immediately in regard to legal dispositions. In this situation, the customer must immediately give CRL access to merchandise subject to ownership. After announcement CRL can use differently the merchandise that is subject to ownership in order to reimburse its debts to the customers. If the existing value is more than 20% over the insured debts CRL must reduce the value at its own discretion, at its own discretion.

§ 10. Jurisdiction court and place of execution
Legal documents between CRL and the customer are subject to laws of the Federal Republic of Germany except for the United Nation Convention on sales contracts for international merchandises (CVIM). The place of execution for delivery and payment is always D-74360 Ilsfeld. Jurisdiction court is Heilbronn.

§ 11. Safeguard clause

If a disposition of this contract is not valid or not applicable or becomes invalid or not applicable after the signature of the contract the validity of remaining dispositions is not affected. The invalid or non-applicable disposition must be replaced by a valid and applicable disposition that aims to the most similar economical effect of the original aims of the invalid or non-applicable disposition. The previous dispositions are applicable if the contract is incomplete.