General Conditions

General Conditions


Nord-Schrott International GmbH
Lilienthalstraße 30
D-24941 Flensburg

§ 1 Terms of Validity

1. The delivery, services and offers made by Nord-Schrott Scrap and Metal Wholesaler, (in the following NOS) and firms associated with NOS are executed exclusively on the basis of these conditions. Therefore, these are also applicable for all future business relations, even if these are not specifically mentioned. On acceptance of goods and services, at the latest, these conditions are accepted as valid. Counter confirmation by the customer with reference to his business and or purchasing terms are expressly denied.2. Deviations from these terms only take effect when confirmed in writing by NOS.

§ 2 Offer and Closing of Contract

1. Offers made by NOS are non-binding and subject to alleration. Declarations of acceptance and all orders require written or telefax confirmation by NOS to become legally binding. The same applies to additions, alterations or supplementary agreements.

2. All service date, such as drawings, pictures, measurements, weights or the like are only non-binding approximations. Statements of characteristics of any kind, and samples are only approximations of the character of the goods.3. Scrap is secondary raw material. Purity in regard to quality and material is limited to te possibility of material sorting optically or by place of origin, which has to be carried out in a professional and careful manner. A guarantee of the type and or alloy purity is not possible. Farther-reaching claims are excluded.

§ 3 Prices

1. Prices given by NOS are net and exclusive of VAT. They are based on the freight tariffs valid at the time. Introduction of and increases in public levels and, in case of freight free delivery - the increase of freight results in the increase in the final price. If freight free delivery is agreed upon, the negotiated price applies only to unhindered and normal transport possibilities.

§ 4 Delivery and Service Times

1. Times and dates given by NOS are non-binding, unless anything else is agreed upon specifically in writing.

2. When there are delays in delivery and service caused by acts of God and caused by occurrences that make it very difficult or impossible for NOS to deliver - this includes later occuring difficulties in obtaining materials, industrial disputes, strikes, lockouts staff shortages, shortages of means of transport, official orders etc., even if they occur at agreed and binding times and dates. They entitle NOS to delay the delivery and or service for the duration of the hindrance with the addition of a tolerable starting up time or to withdraw from the contract in part or in whole because of the non-completed parts.

3. If the hindrance lasts longer than 3 months the customer is entitled to withdraw from the contract after setting a tolerable time period in regard to the as yet non-completed part of the contract.The customer is entitled to withdraw from the non-completed part of the contract after setting a tolerable time limit, if the hindrance lasts longer than 3 months. NOS is entitled to provide delivery and services at any time.

§ 5 Risk

1. Risk is transferred to the customer as soon as the consignment is handed over to the party executing transport, or for purposes of dispatch have left NOS firm and or the contract dispatch point of NOS. This is also valid if the transport is carried out by performance assistants of NOS. If dispatch becomes impossible through no fault of NOS, the risk together with the notice of dispatch readiness is transferred to the customer.

2. Means and type of transport are chosen by NOS.

§ 6 Determination of Weight and Quantity

The basis for the determination of weight and quantity are the weights and or quantities determined at the point of dispatch.

§ 7 Warranties

1. Complaints must be made in writing without delay, but within 4 days at the latest after receipt of the goods at the point of destination by the customer. Faults which cannot be found despite careful examination within this period of time have to be notified to NOS in writing without delay following discovery. Rejected goods may not be unloaded without consent of NOS, otherwise they are deemed to be accepted as being without fault. In so far as type deviation becomes evident only during unloading. The material has to be stored seperately, otherwise the goods are deemed to be accepted as without fault.

2. In case of faulty delivery, the customer, at the determination of NOS, is entitled to replacement delivery or a price reduction. If the replacement delivery fails as well, then the customer, as he wishes, may demand a reduction in payment or the cancellation of the contract.

3. Only the direct customer is entitled to warranty entitlements and these are not transferable.

§ 8 Ownership Reservations, Transfer of Ownership as Security on a Debt, Assignability

1. Until discharge of all demands to which NOS is or in future entitled, stemming from all legal grounds against the customer, NOS is granted the following securities, which it, on demand and which take effect at their choice, in so far as the value constantly exceeds the demand by more than 20%.

2. The goods remain the property of NOS. Processing or alleration are always carried out for NOS as manufacturer, however, without liabilities accuring to them. If the (co)-ownership of NOS terminates by merger, than it is even now agreed that the (co)-ownership by NOS of the entire property is transferred in proportion (value of calculation) to NOS.

3. The customer is required to insure the conditional goods sufficiently at his own expense in favor of NOS against basic risks as well as against theft.

4. The customer is entitled to process the conditional goods in an orderly business manner and to sell them under the conditional ownership as long as he is not arrears. Liens and assignments are not allowed. The customer presently assigns for reasons of security in the full amount to NOS claims stemming from further sales or other legal grounds (insurance, improper actions). The customer is required to give to NOS the name and adress of his purchaser at any time on request in case of further sales. NOS empowers the customer, until revocation, to bill on his own behalf claims assigned to NOS. This right of direct debiting can only be revoked when the customer does not meet his obligations to play in an orderly manner.

5. When third parties seize conditional goods and or secured goods, the customer will point out the ownership of NOS and notify NOS immediately.

6. In cases of behavior of the customer in contradiction of the contract, especially delay of payment, NOS is entitled to take the conditional goods and, if necessary, to demand the assignment of the delivery claims of the customer against a third party. The taking back as well as the leign of the conditional goods by NOS does not constitute a withdrawal from the contract in so far as the Law of installments (Abzahlungsgesetz) is not applied.

7. In case of the final taking back, NOS is entitled to make a lump sum deduction of 25% of the credit without further proof. We reserve the right to make further damage claims.

8. The right of ownership in accordance with the above mentioned agreement also remains ineffect if the individual claims of NOS are included in a current invoice.

9. Only drafts and or checks are accepted in payment. The agreed ownership rights remain untouched by this. When payment is by check or draft, the ownership rights remain until the last draft is collected.

§ 9 Payments

1. If not otherwise agreed, the invoices of NOS are due immediately on receipt of the invoice and without deductions.

2. In case of agreement on a payment deadline, the day of delivery is the qualifying day for calculation as well as for any interest. Each order is individual in this regard.

3. NOS is entitled, in spite of different agreements, to first add payments to the customer's previous debt. If costs and interest were already incurred, then NOS is entitled to first add the payment to the costs and then to the interest and eventually to the main sum.

4. Payment is only deemed to have been made when NOS has the sum at their disposal. When payment is made by check, payment is only deemed to have been made when the check is collected, finally and unconditionally.

5. Payments by draft require the express, prior agreement by NOS. All drafts fees are debited to the customer. the acceptance of drafts does not mean a deferment of payment of the basis claim.

6. Cash payments only have an excluding effect against NOS in so far as they are made to persons who have a written power of attorney to collect.

7. If the customer is in arrears, NOS is entitled to charge interest at 3% above the German Federal Reserve Bank minimum lending rate, but in addition, at least 10% of the VAT from the applicable date.

8. If the customer does not meet his payment obligations, especially if a check is not covered or payment ceased, or a draft fails or NOS is otherwise charged, in such a manner as to call the creditworthiness of the customer into question, then NOS is entitled to demand the entire remaining debt, even if the checks have been accepted. Furthermore, in this case NOS is entitled to demand appropriate security.

9. For reasons of payment, keeping or reduction, even if claims of fault or counter claims are made, the customer is only entitled to make claims if the counter claims are legally valid or admitted to in writing.

§ 10 Limitation of Liability

Claims of damage are excluded for reasons of inability to perform, actual failure of claims, getting into debt at closing of contract as well as breech of contract and inadmissable action. NOS as well as their agents are excluded in so far as intentional or very negligent actions is the case.

§ 11 Jurisdiction and Applicable laws

1. The laws of the Federal Republic of Germany are applicable. The application of the Hauge Purchasing Agreement is excluded.2. Place of performance and exclusive jurisdiction for all disputes stemming from the contractual relationship, direct or indirect, is Flensburg (i.e. in this case case the District Court (Amtsgericht) Flensburg).

§ 12 Final Terms

Should any of the terms in these general conditions or within other agreements be or become invalid, then the validity of all other terms or requirements remain untouched. Invalid terms are to be replaced by such that are closed to the targeted economic aim.