Terms of Delivery and Payment

1. Application of Terms of Delivery and Payment
   1. Deliveries, services and offers result exclusively out of these terms of delivery an payment. They apply to future business connections as well. 
   2. In cas the terms and conditions of business of the buyer are in conflict with those, there are herby rejected.
2. Offer and Contract Conclusion
   1. Our offers are non-binding. 
   2. Declaration of acceptance and orders are only effective in law, if we confirm in written form or we effectively comply with the offer. 
3. Delivery of Goods
   1. Regarding to the minimum order value and the proportionate costs of delivery our curren lists and offers apply. 
   2. In cas of culpable exceedance of the terms of delivery, a default in delivery is only given when an appropriate respite was set.
   3. As long as the buyer is arrear with liability including interests for delay, the delivery commitment is in abeyance. 
   4. The compliance of our delivery commitment implies the timely and proper completition of commitment of the buyer. The exception of a failure to fulfill the contract is reserved.
   5. Is the buyer in default of acceptance or culpably violates other obligations to co-operate, we are authorised to resign from the contract and/or to demand the insofar occurred incidental damages, including any additional expenses. Further claims are reserved. 
   6. Provided that paragraph (5) is existent, the risk of accidental perishing or incidental deterioration of the goods vest to the buyer at the time the buyer got in default of acceptance or debtor's delay. 
4. Payment
   1. Our invoices are due for payment strictly net after invoicing and via bank debit memo payable strictly net due eight days. 
   2. Payment by checks must be accpeted by us. Transaction fees are at buyers' expenses. 
   3. OSMA Werm GmbH deducts the invoice amount for the payment method PayPal plus 1.9% fee immediately upon receipt of the order from the customer's PayPal account.
5. Default of Payment and Set-off Agreement 
   1. Is the buyer in delay, we are authorised to charge a default interest of 8% at the current base lending rate of the related date. The enforcement of further damage is reserved, in particular in case of non-acceptance of the offered goods. 
   2. Only uncontradicted or valid claims can be balanced by the buyer. The buyer is allowed to withhold because of counterclaims of the same contract. 
   3. In case of default of payment and reasonable doubts of the ability to pay or the creditworthiness of the buyer, we are able to demand securities or pre-payments for outstanding deliveries, as well as we are able to demand all claims of business relation immediately. Is the purchaser not providing securities or pre-payments in the set respite, we are able to withdraw from the contract. 
   4. In case of a non-acceptance of offered goods, we are able to withdraw from the contract with the occurrence of the default of acceptance. In this case there is a compensation of 50% of the value of the goods to be delivered due for payment. Further claims are reserved. 
6. Defects Liability and Duty of Inspection
   1. It is the buyers obligation to check incoming good for any faults regarding the quality and intended use of the products otherwise the goods cound as proved. If needed and reasonable tests have to be done. 
   2. Claims can only be considered, if they are imposed written immediately and not later than eight days. Hidden faults have to be reported written immediately after occurence and latest after six month upon receipt. 
   3. Our liability is limited to the following: Compensation delivery, redhibitory action, reduction or subsequent improvement. Claimed goods can only be sent back with a written agreement from us. 
7. Reservation of proprietary rights
   1. The goods remain our property until fully paid, including all outstanding balance claims of current accounts. The buyer is authorised to possess the goods in a proper transaction.
   2. The reservation of proprietary applies as well in case of converting, intermixture or in connection with our goods produced manufactures at full value, whereby we are the producer. If the right of ownership remains to a third party in case of converting, intermixture or in connection with goods of this third party, including all outstanding balance claims, the third party  gains joint ownership on those processed goods. 
   3. The buyer resigns from all claims resulting from the resale, or in the amount of our joint ownership for security. 
   4. The goods and its stead claims may not be pledged to third parties or to be transferred or assigned as security, before fully paid to us. The buyer is not authorised to convey claims, not even factoring. Access of third parties to goods or claims of the sellver have to be reported by the buyer written, oral via phone or internet (e-mail) immediately. This applies in particular in case of bankruptcy of the buyer. In this case the buyer has to reassign all delivered and paid goods as well as goods, such as the back-transferring goods are therefor subject of special rights. An assessment of the back-transmitted goods take place accoring to our specifications. 
   5. We undertake ourselves to release our owing securities to the customer, as the realistic value of our securities is not higher than 10% of the claims. It shall be for us to make the choice of released claims. 
8. Place of Fulfilment and Place of Jurisdiction
   1. Place of fulfillment and place of jusidiction is Würzburg.
   2. The risk is transferred to the buyer, as soon as the goods are given to the delivery performer or as they left our stock in order to be delivered. If the delivery will be impossible, without any of our default, the risk and announcement of deliverability devolves to the buyer. 
9. Place of Jurisdiction and Applicable Law
   1. Insofar as the buyer is a registered trader, the only place of jurisdiction for all contractual relationships' direct and indirect subsequent disputes in Würzburg, Germany. 
   2. For the general terms and conditions and the privity of contract of the seller and the buyer, the law of the German Republic applies. 
   3. In case of cross-border agreements for sale United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply, as long as the German law is applicable.
10. All products and services are intended to be sold in Germany. In case of the delivery to other countries, the buyer is obligated to indemnify us from third party claims.