General Terms and Conditions
XeNTiS Composite Entwicklungs- und Produktions GmbH
Part 1 of 3:

I. Realm of application
These general sales and delivery terms of XeNTiS are an integrated part of every
business relationship, particularly of every offer and every contract. They apply insofar as
the parties to the contract have not specifically agreed otherwise in writing, including to
all further orders, even if reference is not made to such orders. Purchasing terms
respective to other general terms of customers that read differently do not oblige us,
even if the customer has informed us of them and we have not refuted them. All orders
that we receive are accepted only conditionally with respect to the recognition of these
sales and delivery terms. Special agreements with our representatives that differ
considerably from normal business practice or the General Terms also require the written
authorization of the management.
II. Offer, order confirmation and trademark rights
All specifications in our offers are non-binding. In particular price changes stipulated by
pre-suppliers, changes in law, administrative regulations and new collective contractual
wages as well as basically all circumstances imposed upon us from outside and that take
effect between the time when an offer is made and the time when work is performed
shall be passed on. This stipulation applies correspondingly for exchange rate
fluctuations, changes in material costs or on the basis of changes in the world market
price for raw materials that have an effect upon the materials that we use. Also nonbinding
are data specified in catalogues, brochures, advertisements, circulars, price lists
and our cost proposals. All orders only become legally valid by way of our written order
confirmation or our unconditional and unlimited delivery. Similarly, changes made
pursuant to the establishment of a contract or cancellations of parts of already confirmed
orders also require our explicit written authorization. The client continues to be bound to
an order until it is rejected or executed by us.
If an offer comprises contract objects that must be executed according to drawings,
models, or samples provided by the client, the client must see to it that no rights of third
parties are infringed upon as a result of the use of these drawings, models or samples.
The client is obliged to indemnify us against all claims or demands for damages that may
be imposed upon us as a result of such an infringement. We are not obliged to verify
accuracy, legality and completeness of documents transferred by the client to us. Our
own drawings, samples, models, plans, sketches and other technical documents as
(delete "as") remain our intellectual property even after the purchase has been
concluded, as well as being covered by all legal stipulations with respect to adaptation
reproduction, copying, competition and amongst others. These items may not be made
available to third parties under penalty of the payment of full damages. They must be
returned upon our request.
Our brands respectively our product- and company-attributes are protected by patent
rights and copyrights, so that every unauthorized usage respectively any type of
imitation, illegal usage and/or reproduction is an infringement upon the protection of
commercial law, patent and copyright, which will cause claim for damages and
respectively criminal prosecution.
If in the course of execution of an order it should prove that for technical or economic
reasons the order must be changed (enlarged upon), the contractor is authorized to
execute the order in that scope that he may assume according to his professional
judgment is in the interest of the client. The written authorization of the client is
required for an order scope that goes beyond this. If the client does not agree with such
a change in the order, the contractor is authorized to issue an invoice for the work
carried out up to that point and to refuse any further execution of the order.
III. Prices
The prices listed in the price lists and brochures are non-binding and, if nothing is
specifically agreed to the contrary, net prices ex factory without packaging, assembly and
transport costs. With respect to general price changes that occur after an order has been
established, the above specifications under point II apply correspondingly. If - after an
order has been established - the client specifically requests that the order has to be
executed urgently, so that we are forced to have our employees work also during the
weekend or during the evening, the client must pay the extra costs incurred for the
necessary overtime and therefore the prices in the order shall be increased
V. Payment terms
Insofar as nothing is agreed to otherwise, a payment deadline of 14 days from the date
of invoice applies. Invoices are considered to have been approved if they are not
disputed in writing within 8 days of the date of invoice. Any complaints of defects have
no effect upon the payment deadlines. Incoming payments are first applied to interest
and secondary costs, even if this should not match the payment requests of the client.
We are authorized to demand immediate cash payment and guarantees for open invoices
at anytime, if the credit worthiness of the client declines or is no longer evident, in the
absence of which payment we shall withdraw from the contract and may demand that
goods already delivered but unpaid be returned to us.
In case of even only partial payment delays and in case of delays with regard to receiving
goods, interest on late payments in the amount of 1.5% per month . In addition to this we are
authorized to immediately demand all open payments and to withhold deliveries still
open until the amount of the invoice is received. This also applies to one-time deliveries
insofar as we were informed the uncertain financial situation of the client after the
contract is established. Should the client default, the risk of possible decline or worsening
in the quality of goods transfers to the client upon their default.
Payments that will decrease the balance owed may only be paid into one of the accounts
mentioned on the invoices or to a representative whom we have especially authorized in
writing to receive them.
All delivered goods shall remain the property of the Seller until payment in full
has been received. Until full payment is received the Seller may (without prejudice
to any of its other rights) recover all goods supplied by him, and which are still at the
Customer’s premises.

Only cash payments and unconditional credits into our accounts are considered to
represent effective payment. We reserve the right to accept drafts, but in any case only
with respect to payments. Discount fees, exchange tax and interest on late payments
must be paid immediately in cash. We are not responsible for timely notification,
protests, notification or tracing back a draft if it is not cashed. Set-offs because of alleged
counterclaims or because of warranty claims or others which are not recognized by us
and/or the retention of payments are excluded. Payment obligations, in particular
established monetary values, are considered to have been agreed upon in US Dollars.

Continue to Part 2


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