The following expressions shall have the following meanings:
Conditions: means these terms and conditions.
Buyer: the person or company who purchases the Goods from the Seller as set out in the Order or the Seller’s
acknowledgment of the order.
Seller: means AKTINA CDS GmbH
Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods under these
Order: The Buyer’s order for purchasing the Goods.
Goods: The goods or part of them set out in the Order
These Conditions apply to all current or future deliveries or goods or sales offers. Each Buyer is responsible to
place an accurate Order. The Order can only be finally accepted if the Seller issues a written acceptance of it or if
the Seller delivers the goods. The Contract constitutes the entire agreement between the parties. The Seller can
correct any price quotation errors and inform in written the Buyer about these corrections. In such case, the Buyer
can cancel his order within 7 days. Otherwise, the price correction has been accepted.
Terms of payment are strictly cash with order unless a credit account has been established with the Seller.
In case the Seller has agreed to create an internal credit account, the actual payment must take place regarding
each partial or whole delivery, according to the agreed Payment Terms.
The Seller is not- in any way- obliged to create or maintain a credit account regarding any Buyer. He has the right
to delete such an account at any time. If the agreed payment terms are not met, the Buyer goes into default, and
the Seller is entitled to claim maturity Interest according to § 353 HGB (German Commercial Code)
Further rights which can be exercised, remain reserved.
If a financial deterioration of the Buyer has taken place, the Seller is entitled to exercise his rights according to the
provisions of § 321 BGB (German Civil Code), Defence of uncertainty.
Any quotation shall not constitute a binding offer. Any order for goods shall be subject to the prices current at the
date of dispatch. Prices are quoted ex-works and are subject to change or withdrawal without notice. Packing,
delivery, and insurance are charged extra. Any discounts shall apply only after a prior written agreement. The
price of the Goods is exclusive of amounts in respect of value added tax, which shall be payable additional.
5.Time for delivery and delay in delivery
In case a delivery date was agreed upon individually or rather indicated by us upon acceptance of the order, if the
Byer wishes a rescheduling of the order, this must be made in writing within a three months prior notice and the
Seller must also agree in writing. Any additional costs which will occur from the rescheduling of the order must be
paid by the Buyer.
The Seller has the right to perform partial deliveries, in case no additional costs occur for the Buyer or the Seller
agrees to pay such costs.
If a fixed time for delivery is agreed in writing and we fail to deliver within such time, the Buyer agrees that he is
only entitled to cancel his order after having extended the original term of delivery for at least 30 days. If we are
unable to keep binding delivery times for reasons that we do not have to justify, we will immediately inform the
Buyer hereof and at the same time indicate an expected new delivery time.
Unforeseen events like e. g. force majeure, hostilities, strikes, lack of primary products, and operating trouble,
entitle us to protract the delivery reasonably. Where appropriate, we are entitled to a repudiation of the contract,
respectively of parts of the contract.
We are entitled to deliver goods of equal quality and price such as these ordered if our Suppliers cannot deliver to
us the ordered goods. If delivery of equal quality and price is not possible, both parties are entitled to a
repudiation of the contract. In this case, the Buyer will be informed as soon as possible and will receive back any
payments already made.
6.Delivery and shipping of goods, transfer risk
Delivery is always executed as “ex-warehouse”. The delivery is carried out at the expense of the Buyer. The
Seller is responsible for the shipping and packaging of the ordered goods.
The transfer risk is transferred to the Buyer as soon as the goods are handed to the carrier responsible for the
transport or the goods have left the warehouse of the Seller to be shipped.
7.Warranty and Liability
Slight deviations in quality, colour, and weight which were technically necessary, are excluded from the warranty.
Deviations that have occurred due to the fact of technological progress do not constitute a defect.
The Buyer accepts the fact that the Seller will only run elementary inspections, such as visual inspection, label
inspection, and appropriate packaging, regarding the ordered Goods which have to be delivered. If not otherwise
and in writing agreed between the Parties, the Seller is not obliged to run any other more specific tests or
inspections regarding the Goods to be delivered.
The Buyer must inspect thoroughly the delivered goods for defects, immediately after receiving the goods.
In case the delivered goods have obvious defects or other defects which can be immediately identified after an
inspection, the Seller must be informed in writing within 10 days from the delivery. Otherwise, the goods have
been accepted by the Buyer and he cannot make any claims regarding the existence of a defect. If a defect could
not be identified immediately, the Seller must be informed in writing within 10 days after an actual defect has
been identified by the Buyer. Otherwise, the goods have been accepted by the Buyer and he cannot make any
claims regarding the existence of a defect
The Buyer is obliged to check and inspect the delivered goods immediately, for damages that have taken place
during their shipping. In such an event he must inform the Seller immediately.
The Seller is liable for damages, only in the case of wilful intent and gross negligence. If ordinary negligence has
occurred, he is only liable for health, life, or body damages.
The warranty period is one year and it begins on the date of delivery. The same period of one year applies also to
any other claims of the Buyer against the Seller.
The Buyer is aware and has granted the Seller the right, to store, process, and assess various data which he has
received due to the business relationship and the placement of an order.
All personal data such as phone, telefax number, or e-mail address, will only be used for business communication
between Buyer and Seller so that an order can be processed. Access to this data will not be given to any third
If the use of such data is necessary from partners of the Seller so that an order can be processed rightly, the
Seller will disclose the absolutely necessary data only.
The Buyer can contact the Seller and be informed about the data that are processed and stored by him
9.Retention of Title
Until the Seller receives all payments under the contract and, in the event of the existence of an ongoing business
relationship, until receipt of all payments under the said relationship, the ownership of the goods delivered shall
remain with the Seller. This also applies if the receivables were included in a current account and if the balance
was struck and acknowledged; and also applies regarding future receivables.
The Buyer is obliged to treat the delivered goods with care, and to store them correctly and properly. He is
obliged to insure them sufficiently, at his own expense against possible damages caused by fire, water, and theft.
If the goods delivered are processed together with other objects not owned by the Seller, the Seller shall acquire
the co-ownership of the new item at the ratio existing between the objective value of the goods delivered and the
other processed objects at the time of processing. Incidentally, for the item obtained by processing, the same
rules shall apply as for the goods delivered subject to retention of title.
If the goods delivered are mixed, blended, or connected inseparably with other objects not owned by the Seller,
the Seller shall acquire the co-ownership of the new item at the ratio existing between the objective value of the
goods delivered and the other objects at the time of mixing, blending or connecting. If the process takes place in
such a way that the Buyer’s item is to be deemed the principal item, then it shall hereby be considered agreed
that the Buyer transfers to us proportionate co-ownership and stores the wholly or jointly owned property at no
charge for us.
The Buyer is entitled to re-sell and use the delivered goods in the regular course of business; he, however,
already assigns to the Seller all claims against his purchasers or third parties arising for him from the re-sale, in
the amount of the value of the goods subject to retention of title; this shall be independent of whether the goods
delivered were re-sold prior to or following processing. The total invoice amount (inclusive of VAT) agreed with
the Seller, shall be the value of the goods subject to retention of title. If the re-sold goods which are subject to
retention of title are co-owned by the Seller, the assigning of the receivables shall apply to the amount
corresponding to the Seller’s share of the co-ownership. The Buyer shall not be entitled to any other kind of
disposal of the goods, such as in particular their pledging or assignment as security.
Even after assignment, the Buyer shall be authorized to collect the receivable from the re-sale. Our right to collect
the receivable ourselves shall remain unaffected by the a foregoing. We undertake, however, not to collect the
receivables as long as the Buyer meets his obligations to pay using the proceeds collected, he is not in default in
payment, and, in particular, as long as no application to open insolvency proceedings was filed or stoppage of
payments has occurred. If such is the case, however, we shall be entitled to require the Buyer to indicate to us
the receivables assigned and their debtors, to provide all pieces of information needed for collection, to hand over
the pertaining documents, and to inform his debtor of the assignment.
The Buyer shall also assign to us, inclusive of all ancillary rights and ranking above all other claims, such
receivables serving to safeguard our claims towards him, in the amount of the value of the goods subject to
retention of title which accrues to him towards a third party from connecting the goods subject to retention of title
as an essential part to another party’s piece.
We undertake to release, at Buyer’s request, the securities we are entitled to, in case the realizable value of our
securities exceeds the claims to be secured by more than 20%; it shall be for us to select the securities to be
10.Applicable Law, Jurisdiction, place of performance
Except for the United Nations Convention, regarding contracts for the International Sale of goods, this agreement
shall be governed by the Laws of the Federal Republic of Germany.
Frankfurt am Main will be the place of performance and jurisdiction.
In the event of a provision of this agreement is or becomes invalid, this shall not affect the validity of the
remaining provisions of this agreement. In such a case the parties shall be under the obligation to replace the
invalid provision with a provision corresponding to the economic purpose the parties would have agreed upon if
they had known about the invalidity.
AKTINA CDS GmbH
Otto Hahn Str. 36
63303 Dreieich – Germany
Phone number: +49 (0) 6103-839800