General Terms and Conditions
of Kelewell Trading GmbH

1. Scope of Application

(1) These General Terms and Conditions (GTC) apply to all deliveries and services provided by Kelewell Trading GmbH to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) (hereinafter referred to as "Customer").

(2) These GTC apply to all business relationships, regardless of whether they involve domestic or international deliveries.

(3) Any conflicting or deviating terms and conditions of the Customer shall not be recognized unless their validity has been expressly agreed to in writing.

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2. Conclusion of Contract

(1) Offers made by Kelewell Trading GmbH are non-binding and subject to change unless expressly marked as binding.

(2) A contract shall only be concluded through:

• a written order confirmation, or

• delivery of the goods.

(3) Purchase orders placed by the Customer shall be deemed a binding offer.

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3. Prices and Payment Terms

(1) All prices are quoted net, plus applicable statutory value-added tax (VAT), if applicable.

(2) Unless otherwise agreed, the following payment terms shall apply:

• Advance payment within 3 working days after invoicing

• Remaining payment within 5 working days after presentation of documents (e.g., copy of B/L) for international deliveries

• For domestic deliveries, payment no later than 2 working days prior to shipment

(3) Kelewell Trading GmbH shall be entitled to withhold deliveries until full payment has been received.

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4. Delivery and Transfer of Risk

(1) Delivery terms shall be governed by the agreed Incoterms (e.g., FOB, CIF, CFR, DAP, EXW).

(2) Unless otherwise agreed, delivery shall be made ex warehouse or ex works.

(3) The transfer of risk shall occur in accordance with the respective agreed Incoterms.

(4) Partial deliveries shall be permitted insofar as they are reasonable for the Customer.

 

5. Delivery Time and Force Majeure

(1) Delivery times are non-binding unless expressly confirmed in writing.

(2) Events of force majeure shall entitle Kelewell Trading GmbH to postpone the delivery for the duration of the hindrance.

(3) Force majeure shall include in particular:

• Natural disasters

• War or civil unrest

• Transport and logistics disruptions

• Port delays or failures of transport companies

 

6. Quality and Notice of Defects

(1) The quality of the goods shall be determined exclusively by the contractually agreed specifications (e.g., TDS).

(2) The Customer is obliged to inspect the goods immediately upon receipt.

(3) Defects must be reported in writing within 30 working days after receipt of the goods.

(4) Notices of defects shall only be valid if supported by a test report from an ISO 17025 accredited laboratory.

 

7. Liability

(1) Kelewell Trading GmbH shall only be liable for intent and gross negligence.

(2) To the extent permitted by law, no liability shall be assumed for indirect damages, loss of profit, or consequential damages.

 

8. Retention of Title

(1) The delivered goods shall remain the property of Kelewell Trading GmbH until full payment has been made.

 

9. Applicable Law

(1) The laws of the Federal Republic of Germany shall apply.

(2) The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

 

10. Place of Jurisdiction

To the extent permitted by law, the place of jurisdiction shall be Hamburg.