General Terms and Conditions of CEYLAN GmbH · Version HJB0BE
These General Terms and Conditions (GTC) apply to all purchases and sales of CEYLAN GmbH to and from entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law, or special funds under public law. Part A (General Terms and Conditions of Sale and Delivery – GTSD) applies where CEYLAN sells or delivers goods and thus acts as seller or supplier. Part B (General Terms and Conditions of Purchase – GTCP) applies where CEYLAN purchases goods or services similar to works or service contracts and thus acts as buyer. Part C (General Terms and Conditions of Delivery for Internet Sales) applies to the exclusive distribution of CEYLAN goods or services via the Internet. In case of doubt and in supplementation of Parts B and C, the provisions of Part A shall apply.
Deviating terms and conditions of the customer shall apply only if expressly agreed by CEYLAN in text form. These GTC shall also apply to future transactions of the same type.
Priority shall be given to the individual contract and the order confirmation, followed by specifications and service descriptions. These GTC shall apply subordinately, and finally offers and cost estimates. CEYLAN may amend these GTC at any time without stating reasons. Amendments shall become effective upon inclusion in the next transaction.
Part A – General Terms and Conditions of Sale and Delivery
Section 1 Offer and Conclusion of Contract
(1) Offers made by CEYLAN are non-binding and subject to change.
(2) Orders placed by the customer are binding and may be accepted within seven working days either by order confirmation in text form or by delivery or collection of the goods.
(3) Dimensions and weight specifications are customary approximate values unless expressly designated as binding.
Section 2 Customer’s Duties to Cooperate and Provide Assistance
(1) The customer shall, in due time and at its own expense, create all prerequisites necessary for proper delivery, performance, and any agreed assembly or installation. This includes, in particular, ensuring suitable access and unloading facilities, the timely provision of all required information, documents, data, and access, as well as any other cooperation and assistance obligations.
(2) The customer shall ensure that all cooperation and assistance services are provided completely, in due time, in the agreed scope, and in a form usable by CEYLAN.
If cooperation services are not provided in whole or in part, or are not provided in due time or in the agreed manner, the customer shall bear all resulting or incurred consequences, in particular delays, extensions of deadlines, additional expenses, waiting times, downtime costs, repeated trips, and other additional costs.
(3) Agreed performance or delivery periods shall be reasonably extended by the period during which CEYLAN is prevented from performing in accordance with the contract due to missing or insufficient cooperation by the customer. Further statutory or contractual claims of CEYLAN shall remain unaffected.
(4) The customer is responsible for checking delivered goods, materials, or other services for suitability for their intended purpose prior to processing or use. This shall also apply if samples, specimens, or preliminary versions were previously provided to the customer.
(5) Unless expressly agreed otherwise in writing, assembly or installation shall be carried out by the customer at its own responsibility. The customer shall observe and implement the assembly, installation, or operating instructions provided by CEYLAN. Necessary connections to electricity, gas, water, or other supply networks as well as safety-related settings during commissioning shall be carried out exclusively by authorized specialist companies.
(6) If CEYLAN has exceptionally undertaken assembly or installation in an individual case, the customer shall ensure that all required preliminary work, in particular construction or preparatory work, has been completed by the agreed installation date to such an extent that uninterrupted execution is possible. This includes, in particular, ensuring that necessary supply lines have been routed on site to the designated installation location.
(7) If structural conditions, in particular openings, access routes, or passages, prove insufficient for the transport of assembly parts, tools, or lifting equipment, the customer shall bear all resulting or incurred costs. This includes, in particular, costs for necessary structural adjustments, dismantling of parts, as well as resulting idle, waiting, or downtime periods.
(8) During the period of agreed assembly or installation, the customer shall provide CEYLAN free of charge with the necessary infrastructure. This includes, in particular, electricity, water, heating, lighting, suitable lockable rooms for storing tools and materials, and necessary rigging or lifting equipment for transporting heavy objects.
(9) If the customer provides CEYLAN with data or data carriers or if data stored on the customer’s systems is to be processed, the customer shall ensure that such data is complete, reproducible, technically flawless, and free of malware. If the customer breaches this obligation, it shall compensate CEYLAN for all resulting damages and indemnify CEYLAN against third-party claims, unless the cause lies outside the customer’s sphere of control and organization.
(10) The customer shall ensure that CEYLAN always has up-to-date and accurate customer data, in particular address and contact details.
Section 3 Delivery, Shipment, Transfer of Risk
(1) Unless otherwise agreed, delivery shall be made ex works or warehouse in accordance with EXW Incoterms. The customer shall collect the goods within five working days after notification of availability.
(2) If the goods are not collected, CEYLAN may store them and charge storage costs of 1 percent of the net order value per calendar day.
(3) If the customer requests shipment, delivery shall be made curbside. Unloading shall be the responsibility of the customer.
(4) Risk shall pass upon handover to the carrier or upon loading. Transport insurance shall be taken out only upon request and at the expense of the customer.
(5) The type of packaging shall be determined by CEYLAN at its reasonable discretion. Euro pallets must be exchanged; otherwise, CEYLAN may charge the replacement value.
(6) Partial deliveries shall be permissible provided that the remaining delivery is secured and the customer does not incur unreasonable disadvantages.
Section 4 Deadlines and Force Majeure
(1) Delivery periods are non-binding unless expressly designated as binding.
(2) In cases of force majeure, in particular natural events, war, terror, pandemics, strikes, or official orders, obligations shall be suspended for the duration of the disruption and deadlines shall be reasonably extended.
(3) If the disruption lasts longer than eight weeks, both parties may withdraw from the affected part of the contract.
Section 5 Transport Damage, Inspection and Notice of Defects pursuant to Section 377 German Commercial Code (HGB)
(1) The customer shall inspect the goods without undue delay and notify any defects without undue delay, at the latest within five calendar days after delivery.
(2) Hidden defects shall be notified without undue delay after discovery.
(3) Transport damage must be reported to the carrier upon delivery, confirmed in writing, and notified to CEYLAN simultaneously together with photographic documentation.
Section 6 Prices, Minimum Order Value, Payment and Default
(1) Prices are net ex works plus statutory value added tax. The minimum order value is EUR 30.00 net; below this amount a small-quantity surcharge of EUR 10.00 shall apply.
(2) Invoices are due for payment within ten days.
(3) Default interest shall amount to nine percentage points above the base interest rate. The customer shall bear any return debit charges and bank fees.
(4) If the payment claim is at risk, CEYLAN may revoke payment terms and demand advance payment.
(5) Unless otherwise specified by the customer, payments shall be credited first against costs, then interest, and finally against the oldest principal claims.
(6) Set-off and rights of retention are permitted only with undisputed counterclaims, counterclaims that have been finally adjudicated, or counterclaims that are ready for decision.
Section 7 International Deliveries and Value Added Tax
(1) In the case of intra-Community supplies, the customer shall provide a valid VAT identification number and furnish confirmations of receipt or equivalent evidence. Otherwise, CEYLAN shall be entitled to charge value added tax.
(2) For exports outside the European Union, the customer shall bear customs duties, taxes, fees, and required permits.
(3) If tax risks arise due to the customer’s registered office or due to missing, incomplete, or doubtful information, CEYLAN shall be entitled to make delivery or performance dependent on advance payment or the provision of appropriate security.
Section 8 Retention of Title
(1) CEYLAN retains title to all delivered goods until full payment of all present and future claims arising from the business relationship with the customer. The retention of title shall also extend to acknowledged balances insofar as claims of CEYLAN are included in a current account.
(2) The customer shall handle goods subject to retention of title with due care and insure them at its own expense against theft, breakage, fire, water, and other customary risks at replacement value. The customer hereby assigns to CEYLAN by way of security any claims against the insurer in the amount of the value of the goods subject to retention of title. CEYLAN accepts this assignment.
(3) The customer may neither pledge nor assign the goods subject to retention of title by way of security. The customer shall notify CEYLAN immediately in text form of any third-party access, in particular attachments or other impairments of CEYLAN’s rights, and shall provide CEYLAN with all information and documents necessary for legal action.
(4) Any processing or transformation of the goods subject to retention of title shall always be carried out for CEYLAN as manufacturer within the meaning of Section 950 German Civil Code (BGB), without imposing obligations on CEYLAN. If the goods subject to retention of title are processed, combined, or mixed with other items not belonging to CEYLAN, CEYLAN shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title to the value of the other processed or combined items at the time of processing or combination. The customer shall store the resulting sole or co-ownership free of charge for CEYLAN.
(5) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to CEYLAN in full all claims arising from the resale of the goods subject to retention of title, including all ancillary rights. This shall apply regardless of whether the goods subject to retention of title are resold without processing or after processing. If the goods subject to retention of title are sold together with other goods, the assignment shall be made proportionally in the amount of the invoice value of the goods subject to retention of title. CEYLAN accepts the assignment.
(6) The customer shall remain authorized to collect the assigned claims until revoked. CEYLAN is entitled to revoke the collection authorization in the event of default in payment, significant deterioration in the customer’s financial situation, or other jeopardy to the claims. In such case, CEYLAN shall be entitled to disclose the assignment and collect the claim itself. The customer shall immediately provide CEYLAN with all information and documents necessary to assert the assigned claims.
(7) In the event of conduct by the customer in breach of contract, in particular default in payment, CEYLAN shall be entitled, after setting a reasonable deadline, to withdraw from the contract and demand return of the goods subject to retention of title. The taking back of the goods subject to retention of title shall constitute withdrawal from the contract only if CEYLAN expressly declares such withdrawal.
(8) If the realizable value of the securities exceeds CEYLAN’s claims to be secured by more than 10 percent, CEYLAN shall be obliged, at the customer’s request, to release securities at CEYLAN’s discretion to that extent.
Section 9 Warranty
(1) For new goods, the limitation period shall be twelve months from transfer of risk. For used goods, warranty is excluded.
(2) Claims shall not exist in particular in cases of improper use, operating errors, interventions by unauthorized third parties, incorrect assembly, insufficient maintenance, unsuitable operating conditions, natural wear and tear, or corrosion. Wear parts such as seals, thermocouples, as well as glass, ceramics, porcelain, and fireclay are excluded.
(3) CEYLAN shall choose the type of subsequent performance between repair and replacement delivery. As a rule, two attempts are owed.
(4) No new warranty period shall commence for parts replaced or repaired within the scope of subsequent performance.
(5) The place of subsequent performance shall be Essen. The customer shall send the goods carriage paid to CEYLAN and, in the event of a justified notice of defect, shall be reimbursed for the customary costs of the most economical shipping method.
Section 10 Liability
(1) CEYLAN shall be liable without limitation in cases of intent and gross negligence, for injury to life, body, or health, under the Product Liability Act, and in the case of a guarantee.
(2) In the event of slightly negligent breach of essential contractual obligations, CEYLAN’s liability shall be limited to the foreseeable damage typical for the contract. The amount of liability per claim shall be limited to the net order value of the affected order. Otherwise, liability shall be excluded.
Section 11 Returns, RMA, Refusal of Acceptance and Re-Use
(1) Returns require an RMA number, which must be requested from CEYLAN.
(2) Returns outside the warranty shall only be accepted upon agreement against a handling fee of 15 percent, at least EUR 25.00, and reimbursement of transport and inspection costs. Prerequisites are unused original packaging and approval by CEYLAN.
(3) Repair or warranty goods not collected may be re-used by CEYLAN after setting a deadline. The proceeds shall be credited after deduction of expenses.
Section 12 Technical Progress and Tolerances
(1) CEYLAN may implement reasonable design and model changes.
(2) Customary deviations that do not impair usability shall be deemed in conformity with the contract.
Section 13 Confidentiality and Protection of Know-How
(1) Confidential information shall be kept secret and used exclusively for contract performance.
(2) Reverse engineering is prohibited unless mandatory statutory provisions provide otherwise.
Section 14 Assignment and Transfer of Contract
Assignments and transfers require the consent of CEYLAN. Section 354a German Commercial Code (HGB) shall remain unaffected.
Section 15 Data Protection and Compliance
(1) CEYLAN processes personal data for contract execution in accordance with separate data protection notices.
(2) The customer shall comply with export, customs, sanctions, and anti-corruption regulations.
Section 16 Place of Jurisdiction, Place of Performance, Governing Law and Language
(1) The place of performance shall be Essen unless otherwise agreed.
(2) The place of jurisdiction for all disputes shall be Essen.
(3) German law shall apply. The United Nations Convention on Contracts for the International Sale of Goods is excluded.
(4) If these terms and conditions are available in several language versions, the German version shall prevail exclusively in the event of deviations or contradictions. The same shall apply to all other foreign-language documents in connection with the performance of the respective contract.
Section 17 Severability Clause
(1) The invalidity of individual provisions shall not affect the validity of the remaining provisions.
(2) In place of the invalid provision, a provision shall be deemed agreed that comes closest to the economic purpose of the invalid provision.
Part B – General Terms and Conditions of Purchase
Section 1 Order and Order Confirmation
(1) Orders shall be binding only if issued in text form.
(2) The supplier shall confirm orders in text form within five working days. Confirmations issued later or deviating from the order shall be deemed a new offer.
(3) The supplier shall permit reasonable changes to specifications, quantities, packaging, or deadlines against an appropriate adjustment of price and schedule.
Section 2 Prices, Invoices and Payment
(1) Prices are fixed prices and shall be DDP to CEYLAN’s registered office or to a designated place of receipt in accordance with Incoterms, including packaging, transport, insurance, and ancillary costs, unless otherwise agreed.
(2) Payment shall be made, subject to proper delivery and invoicing, within 14 days with a 3 percent cash discount or within 30 days net.
(3) Invoices shall be issued separately for each order, stating the order and item numbers as well as quantities and prices. Incorrect or duplicate invoices shall be deemed not received.
Section 3 Deadlines, Delay and Contractual Penalty
(1) Delivery dates are fixed dates.
(2) The supplier shall immediately notify of any delays and propose countermeasures.
(3) After prior notice, CEYLAN may, in the event of delay, demand a contractual penalty of 0.3 percent of the net order value per commenced week of delay, up to a maximum of 5 percent in total. Further rights shall remain unaffected, and the contractual penalty shall be offset against claims for damages.
Section 4 Shipment, Transfer of Risk and Packaging
(1) Delivery shall be made free to the place of receipt in accordance with DDP Incoterms, including unloading.
(2) Risk and title shall pass only after goods receipt inspection or acceptance by CEYLAN.
(3) The supplier shall use packaging suitable for transport and environmentally compliant. Euro pallets must be exchanged; otherwise, CEYLAN may deduct the replacement value.
(4) Delivery documents shall contain at least the order and item numbers, batch or lot number, net and gross weight, and the number of packages.
Section 5 Quality, Goods Receipt and Notice of Defects
(1) The supplier shall maintain an appropriate quality management system and deliver in conformity with the contract and statutory requirements. Upon request, the supplier shall provide certificates and test reports.
(2) CEYLAN shall conduct random inspections regarding identity, quantity, and visible transport damage. No further inspection obligations shall exist.
(3) Hidden defects shall be notified upon discovery. Section 377 German Commercial Code (HGB) shall apply; notification within ten working days after discovery shall suffice.
Section 6 Warranty and Subsequent Performance
(1) The warranty period shall be 24 months from transfer of risk or acceptance, unless a longer period is required by law or contract.
(2) In the event of defects, CEYLAN may demand subsequent performance, replacement delivery, or price reduction and, after expiry of a deadline, withdraw from the contract and claim damages.
(3) In urgent cases, in particular in the event of production downtime, CEYLAN may remedy defects itself or have them remedied by third parties. The supplier shall bear the costs.
Section 7 Product Compliance, Environment and Safety
The supplier shall comply with all applicable product, environmental, and occupational safety regulations, in particular REACH, RoHS, WEEE, and the German Electrical and Electronic Equipment Act (ElektroG), and shall indemnify CEYLAN upon first request in the event of violations.
Section 8 Retention of Title and Assignment
(1) At most, a simple retention of title shall apply. Extended or expanded retention of title clauses are excluded.
(2) Claims against CEYLAN may only be assigned with CEYLAN’s consent. Section 354a German Commercial Code (HGB) shall remain unaffected.
Section 9 Subcontractors, Compliance and Audits
(1) The engagement of subcontractors requires the consent of CEYLAN.
(2) The supplier shall comply with sanctions, export, customs, and anti-corruption regulations as well as human rights and environmental due diligence obligations within the supply chain.
(3) CEYLAN may conduct or commission audits.
Section 10 Liability and Insurance
(1) The supplier shall be liable in accordance with statutory provisions.
(2) In the event of product liability, the supplier shall indemnify CEYLAN and maintain customary product liability insurance. Proof thereof shall be provided upon request.
Section 11 Third-Party Intellectual Property Rights
The supplier warrants that the goods are free from third-party intellectual property rights and shall indemnify CEYLAN against corresponding claims.
Section 12 Confidentiality and Data
(1) Information provided by CEYLAN shall be kept confidential and used only for contract performance.
(2) The supplier shall process personal data lawfully in accordance with statutory requirements.
Section 13 Place of Jurisdiction and Governing Law
(1) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction shall be Essen. CEYLAN may also bring claims against the supplier at the supplier’s general place of jurisdiction.
(3) If these terms and conditions are available in several language versions, the German version shall prevail exclusively in the event of deviations or contradictions.
Part C – General Terms and Conditions of Delivery for Internet Sales
Section 1 Scope of Application, Customer Group and Relationship to Part A
(1) This Part C applies to all contracts concluded via CEYLAN GmbH’s online distribution channels or web shop in accordance with the provisions applicable to customers pursuant to Part A.
(2) In case of doubt and on a supplementary basis, the provisions of Part A shall apply. In the event of a conflict, the provisions of Part C shall prevail.
Section 2 Presentation of Goods and Conclusion of Contract
(1) The goods and services presented in the web shop do not constitute a legally binding offer but rather a non-binding invitation to place an order.
(2) By submitting the order, the customer makes a binding offer to conclude a contract.
(3) The contract is concluded upon acceptance by CEYLAN. Acceptance may be effected by an individual order confirmation in text form, by delivery of the goods, by making the goods available for collection, or by an individual request for payment.
(4) An automated acknowledgement of receipt of the order does not constitute acceptance.
(5) CEYLAN is entitled to accept or reject orders within seven working days after receipt.
Section 3 Prices, Minimum Order Value and Terms of Payment
(1) The prices stated in the web shop shall apply net ex works plus statutory value added tax.
(2) For orders placed via the web shop, a minimum order value of EUR 60.00 net shall apply.
(3) The payment methods offered in the web shop are final. There is no entitlement to the use of a specific payment method.
(4) Where payment by invoice has been agreed, invoices are due for payment within ten days from the invoice date.
(5) If the payment claim is at risk, CEYLAN is entitled to revoke payment terms and demand advance payment or appropriate security.
(6) Set-off and rights of retention are permitted only with undisputed counterclaims, counterclaims that have been finally adjudicated, or counterclaims that are ready for decision.
Section 4 Delivery, Shipment and Transfer of Risk
(1) Unless otherwise agreed, deliveries shall be made ex works or warehouse in accordance with EXW Incoterms.
(2) If the customer requests shipment, delivery shall be made curbside. Unloading shall be the responsibility of the customer.
(3) The risk of accidental loss and accidental deterioration of the goods shall pass at the latest upon handover to the carrier or upon loading onto the customer.
(4) Transport insurance shall be taken out only upon express request and at the expense of the customer.
(5) Partial deliveries are permissible provided that the customer does not incur unreasonable disadvantages as a result.
Section 5 Commencement of Shipment, Delivery Periods, Availability and Sale of Stock
(1) Where advance payment has been agreed, shipment or delivery periods shall commence only upon receipt of the full purchase price including value added tax and shipping costs.
(2) In the case of payment by invoice or cash on delivery, delivery periods shall commence upon conclusion of the contract.
(3) Delivery periods are non-binding unless expressly designated as binding.
(4) Where advance payment has been agreed, CEYLAN is entitled to sell the goods elsewhere as long as the customer has not paid the purchase price in full within five working days after acceptance of the offer and CEYLAN has not already made a binding reservation of the goods for the customer.
(5) In this case, delivery within a specified period shall only be made while stocks last.
(6) If delivery is delayed due to untimely or missing self-supply by upstream suppliers, delivery periods shall be reasonably extended, provided that CEYLAN is not responsible for the delay and has concluded a congruent covering transaction in due time.
Section 6 Inspection, Notice of Defects and Transport Damage
(1) The customer shall inspect the goods without undue delay after delivery and notify any recognizable defects at the latest within five calendar days.
(2) Hidden defects shall be notified without undue delay after discovery.
(3) Transport damage must be reported to the carrier upon delivery, confirmed in writing, and notified to CEYLAN without undue delay together with photographic documentation.
Section 7 Transfer of Contract
CEYLAN is entitled to engage third parties for the performance of the contract without affecting its own obligations towards the customer.
Section 8 Returns
(1) Returns of goods are permitted only with the prior express consent of CEYLAN.
(2) There is no entitlement to return ordered or delivered goods unless mandatory statutory provisions provide otherwise.
(3) Goods returned without authorization may, at the customer’s cost and risk, be returned to the customer or re-used after a reasonable deadline.