Terms and Conditions
General Terms and Conditions of Sale and Delivery (AVLB) of MOLYMET Germany GmbH
1. General Provisions
1.1. These General Terms and Conditions of Sale and Delivery (hereinafter referred to as AVLB) apply exclusively to all deliveries, services, offers, and contracts in their respective valid version, even if they are not explicitly agreed upon again. The buyer accepts these AVLB by taking delivery without objection, but no later than upon conclusion of the contract. In the context of ongoing business relationships, the seller’s AVLB apply to future deliveries and services, even if they are not explicitly agreed upon each time.
1.2. Deviating, conflicting, or supplementary general terms and conditions of the buyer do not become part of the contract unless their validity is explicitly and in writing acknowledged by the seller. This also applies if the seller does not explicitly object to the corresponding general terms and conditions of the buyer.
1.3. Oral agreements and side agreements require written confirmation by the seller to become an effective part of the contract and shall only be legally binding if explicitly agreed upon in writing in the contract.
2. Offer and Contract Conclusion
2.1. All offers made by the seller are non-binding and merely constitute an invitation to submit inquiries or orders. Cost estimates are non-binding and do not constitute fixed prices. Unless a price is explicitly agreed upon as a fixed price, the seller is entitled to charge the prices applicable on the delivery date.
2.2. The seller's obligation to deliver only arises after a legally signed contract by both buyer and seller, or alternatively, upon receipt of the seller’s written order confirmation by the buyer.
3. Content and Scope of Deliveries and Services
3.1. The content and scope of our deliveries and/or other services are determined exclusively by our written order confirmation.
3.2. Side agreements, additions, and amendments to the contract require our written confirmation to be legally effective. This also applies to the waiver of the written form requirement.
4. Prices and Calculation
4.1. All prices are exclusive of the applicable VAT at the time of contract conclusion. Our prices are “ex works” (FCA Bitterfeld-Wolfen, Incoterms 2020), including product packaging, unless explicitly agreed otherwise in writing.
4.2. The weight determination relevant for the calculation takes place at the seller’s shipping location unless the buyer explicitly requests, at their own expense, an official railway weighing at the departure station. The weight is only approximately determined within customary commercial tolerances. In this respect, a quantity tolerance clause of ± 1% per shipping unit or total order quantity applies.
4.3. The calculation basis for the contractually agreed prices is the purchase price for the necessary raw materials. As a result, the validity of the seller’s offers is precisely time-limited.
5. Payment
5.1. All invoices are payable without deduction within 30 days from the invoice date unless explicitly agreed otherwise in writing. In case of late payment, the seller is entitled to charge interest on arrears of 8 percentage points above the base interest rate. Claims for actual higher damages remain unaffected. Furthermore, the statutory rights to claim damages for non-performance and the right to withdraw from the contract in the event of default remain reserved.
5.2. Payment methods other than cash or bank transfers are only accepted if agreed in advance in writing and then only as a conditional payment. In particular, the acceptance of bills of exchange requires the prior express consent of the seller. The maximum term for bills of exchange is 90 days from the invoice date. All costs, discount fees, exchange fees, and stamp duties from 30 days after the invoice date are borne exclusively by the buyer.
5.3. Payments are deemed to be made only when the amount is finally available in the seller’s account. Incoming payments are first used to cover costs, then interest, and finally principal claims in order of their age. Contrary provisions of the buyer in the payment are irrelevant. Counterclaims entitle the buyer to offset only if they are undisputed or legally established. The buyer’s right of retention is excluded unless the counterclaim arises from the same contractual relationship.
5.4. In cases of justified doubts about the buyer’s financial solvency or creditworthiness, the seller is entitled to demand advance payment or suitable security from the buyer. If the buyer does not comply with the seller’s request in due time, the seller is entitled to withdraw from the contract.
6. Delivery, Delivery Time, and Impossibility
6.1. All delivery dates are non-binding unless explicitly guaranteed in writing by the seller. Unless a fixed delivery date is agreed, the seller’s delivery period begins with the receipt of the order confirmation but never before the buyer has clarified the details necessary for order execution. In case of delays caused by the buyer, the delivery time is extended accordingly. Delivery obligations are suspended if the buyer is in default with any (partial) obligation.
6.2. Partial deliveries are permitted. If the buyer does not call off partial deliveries as agreed, the seller has the right to withdraw from the contract or deliver without further notice to the buyer.
6.3. In cases of force majeure and other unforeseeable, unavoidable, and unmanageable obstacles, particularly material procurement difficulties, operational disruptions, labor disputes, transport shortages, strikes, lockouts, government interventions, seizures, export or import bans, embargoes, energy supply difficulties, natural disasters, etc., the agreed delivery time is extended accordingly. This also applies if such obstacles occur at the seller’s suppliers or arise during an already existing delay.
7. Shipping and Transfer of Risk
7.1. All deliveries by the seller are made “ex works” (FCA Bitterfeld-Wolfen, Incoterms 2020), unless expressly agreed otherwise in writing.
7.2. The buyer bears all costs and risks for transport arrangements requested by them. This also applies to increases in freight rates, additional costs for rerouting, storage costs, etc., occurring after contract conclusion, except in cases where free freight delivery is expressly agreed in writing.
7.3. The risk of accidental loss or deterioration passes to the buyer upon provision at the delivery location, including partial deliveries and agreed free freight deliveries, but at the latest upon transfer to the carrier. In case of the buyer’s default in acceptance or 10 days after notification of shipment readiness, the risk of accidental loss, accidental damage, or accidental loss passes to the buyer.
8. Retention of Title
8.1. The delivered goods remain the property of the seller until full payment of all present, conditional, or future claims from the mutual business relationship with the buyer. The seller is entitled to reclaim the goods if the buyer violates contractual obligations.
8.2. The buyer is only entitled to resell reserved goods in the ordinary course of business. This right ends if the buyer ceases payments or applies for insolvency proceedings.
9. Liability and Warranty
9.1. The seller excludes liability for damages, except in cases of intentional misconduct, gross negligence, or injury to life, body, or health.
9.2. The buyer must inspect the goods immediately upon receipt and report defects within five working days.
10. Final Provisions
10.1. The place of performance is Bitterfeld-Wolfen, Germany.
10.2. German law applies exclusively; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Effective: May 2022