Sobre Nós

1. About these terms and conditions
2. Entry into force
3. Terms of delivery
4. Prices and terms of payment
5. Damages and defects in delivery
6. Transfer of risks
7. Default and breach of contract
8. Liability in the execution of the agreement
9. Compensation of debts
10. Force majeure clause
11. Hardship clause
12. Applicable Law. Judicial Estoppel
13. Jurisdiction
14. Data protection.
15. Miscellaneous

1. About these Terms and Conditions

In the present terms and conditions, “Seller” means Sylenco GmbH, a company regulated by German law, with registered office in Donnerstraße 10a, Speichergebäude- Carl Blunk’s Fabrikhöfe, 22763 Hamburg (Germany). Meanwhile, “Buyer” makes reference to any person, individual or legal entity, that purchases any type of goods and/or services from the seller.

These terms and conditions apply to any business relationship in which the seller acts as a supplier of goods or services. Any act where the buyer requests a quote, places an order and/or formalizes an agreement with the seller implies full acceptance of the buyer of the present terms and conditions. Thus waiving the buyer the application of their own terms and conditions (if any).

These terms and conditions apply in all cases unless different terms and conditions are agreed between seller and buyer. Seller reserves the right to make modifications to the terms and conditions in subsequent sales.

2. Entry into force

This agreement enters into force whenever the Seller sends a confirmation to the Buyer about an order that has been placed or failing that, when the Seller has started executing the order.

An exchange of information or communication is non-binding and shall only be considered as an invitation to place an order, even if the content is a quotation or a document containing prices, rates, delivery times or terms, or other conditions of sale, in any form (verbal or written) and even when these statements are made by the Seller. It can never have a binding effect on the Seller.

Once the Buyer places an order, it becomes binding for them and cannot be revoked. All order modifications or cancellations are subject to the Seller’s prior consent. The transfer of the rights and obligations, resulting from an order, to a third party, cannot be done without the Seller’s consent.

3. Terms of delivery 

The delivery times indicated prior to the formalization of the agreement are merely indicative and do not bind the buyer.

The delivery times estimated at the time of entering into the agreement are calculated so that the seller can send the goods in an appropriate manner. A delay in the shipment of the goods shall in no event give rise to any damages or compensation of any kind to the Buyer. 

Prior to shipment of the goods, the seller is entitled to secure the payment of the goods and therefore to demand upfront payment or an alternative security measure for collection from the buyer. Failure by the Buyer to provide such security entitles the Seller to cancel the agreement in whole or in part, without any liability towards the Buyer.

The Seller has the right to deliver the goods in stages and to issue a separate invoice for each delivery.

It shall not be considered a failure in delivery or breach of contract by the Seller if a shipment is 5% or less in deficiency or surplus than the order placed by the buyer.

Unless otherwise stated, the delivery of the goods takes place DAP as per Incorterms 2020 in the EU 27 countries at point of destination, determined by the Buyer upon confirmation of an order by the Seller.

4. Prices and terms of payment

Unless otherwise indicated, all prices are set by the seller in Euros, excluding VAT as well as other taxes, fees, duties and charges that may apply, unless otherwise stated in the invoice.

Any taxes, fees or duties that may apply to the order, including those incurred with the execution of the order, shall be borne by the buyer. Any currency exchange risk is always borne by the Buyer.

At its discretion the Seller may request payment in advance before delivery of the goods.

The amounts due to the Seller are payable to the bank account stated on the invoice. Unless explicitly agreed otherwise, the Buyer must make the payment within sixty (60) calendar days from the invoice date.

The buyer has five (5) days to dispute the invoice. After this period, the invoice shall be deemed accepted by both parties and must be paid in full by the purchaser within the aforementioned period. The dispute of an invoice by the Buyer does not suspend the payment obligation.

The amounts paid are offset against the oldest debt, plus the accrued interest and costs, pursuant clause 9 of these terms and conditions.

The Buyer reserves the right to adjust the prices of those goods which have not yet been delivered to the Customer if it becomes apparent from the production or purchase data that there has been an increase in the price of raw materials, manufacturing costs, management and personnel costs, insurance costs, taxes or duties, or other costs related to the performance of the agreement.

This price increase shall be applied immediately upon written notice to the purchaser. In the event that the buyer does not accept the new price, the parties may agree to cancel the order, provided that the buyer shall not be entitled to any compensation and/or damages.

5. Damages or defects in delivery

The buyer undertakes the duty to check the condition of the goods upon receipt. Any complaint or claim regarding any apparent defect concerning the goods delivered must be sent by post to the Seller, together with photographs and a clear description of the defect or claim, within fifteen (15) days of receipt.

A submission of a claim will not suspend the obligation of payment of the buyer.

Once this period has elapsed without the seller having received any communication, it is understood that the Buyer has accepted the goods, without prejudice to any non-visible defects. A complaint regarding apparent defect of the goods will only be rendered valid and be investigated if the buyer has not yet disposed or used the goods.

The period for submitting non-visible defects shall be 2 years from the date of production of the goods. The deadline for the buyer to notify the seller of the existence of these defects is 15 days after the defects are noticed, made in writing and sent by mail. The claim shall be considered invalid if the buyer has tampered with the goods after delivery.

Complaints made by Buyer do not release Buyer from the obligation to pay. If the Seller considers the complaint to be justified, it shall deliver replacement goods to the Buyer. Alternatively, the Seller shall grant the Buyer a discount, to be mutually agreed with the Buyer. Only in cases where the Seller consents in writing shall a return of the delivered goods be made. This never implies an acknowledgement by the Seller. Delivered goods must always be returned in their original packaging, free of freight and charges. 

6. Transfer of risks

The Seller retains ownership of the goods, even if delivered, until payment of the full price has been received. Including to the sale price, interest and compensation, if any. Until the full price for the goods is paid, Buyer is prohibited from selling the goods, pledging, transferring and/or modifying them in any way, without Seller’s prior consent.

The Seller may at any time prior to the transfer of ownership to the Buyer, reclaim the delivered goods, in whole or in part, without prejudice to the rights of the Buyer.

If the products delivered by the Seller are reclaimed by any third party or if there is a risk of seizure, the Buyer undertakes to notify the Seller immediately and to give it all useful information to enable it to exercise its rights.

The buyer assumes all possible risks to which the goods sold are exposed, as well as possible resulting damages. From that moment on, it is the buyer who assumes the risk of loss, damage, theft, loss of value, etc. without recourse to the seller.

The Seller is entitled to demand specific guarantees for the transport in the agreement. If the Buyer is unable to give such warranties, the Seller shall be entitled to suspend its obligations and/or terminate the agreement by operation of law and without notice of default being required.

7. Default payment and breach of contract

• Failure to pay and/or incomplete payment by the stated or agreed due date makes any claim, even if not due, immediately payable, and this legally and without proof of default.
• If the Buyer fails to pay all or part of the invoice amount by the due date indicated on the invoice, the Buyer shall bear interest on late payment at the rate of 12% per annum and this for each year commenced. Interest is payable by law and without notice from the due date of the invoice and is compounded annually. In case of partial payment, the Buyer is liable for all legal and extrajudicial collection costs.
• The Seller is entitled to a compensation for the costs of collection of the claim too (such as personnel and administration costs, file management and follow-up, financial management affectation, etc.). The principal amount will be increased by 15% with a minimum of 50 euros, without prejudice to the seller’s right to prove higher damages and to claim extra compensation for the higher amount. This fee is payable in addition to interest and recoverable expenses, and this without prior notice of default and regardless of the granting of grace periods.
• If the Buyer cancels the order after it has been placed, for any reason, the Buyer shall pay the Seller an amount equal to 20% of the total amount of the order or 25% plus shipping costs if the ordered deliveries have already been made, without prejudice to the Seller’s right to prove higher damages and to claim extra compensation for the higher amount.
• The acceptance of cheques, bills of exchange, promissory notes or other deferred payments does not constitute a novation and therefore does not modify these conditions, which remain unconditionally applicable. A reciprocal netting of debts is only possible with the explicit agreement of the Seller.
• If the Buyer fails to perform its obligations, or performs partially or late, the Seller is entitled to immediately and unilaterally terminate the agreements between the parties, after notice to the Buyer, without judicial intervention and without compensation being due to the Buyer and is entitled to take back the delivered goods if the Buyer fails to remedy the default within 30 days to the Seller’s satisfaction. If further deliveries are made, the Seller is entitled to terminate this agreement for the part not yet performed, without prejudice to its right to full indemnity. Any claims which the Seller still has against the Buyer shall then become immediately due and payable and the Seller shall be entitled to compensation in an amount equal to 20% of the total amount of the order, without prejudice to the Seller’s right to prove greater damages and to claim extra compensation for the higher amount.
• In case of bankruptcy, liquidation, declaration of bankruptcy or suspension of payments of the buyer, the seller is entitled to unilaterally terminate the contract, as well as any other agreement in force between the parties, in whole or in part, without judicial intervention, without any compensation for the buyer and without prior notice. As well as to recover the goods delivered. Any claim that the Seller may still have against the Buyer shall become due and payable immediately.

8. Liability in the execution of the agreement

• Seller’s Duties and Liabilities:

The Seller commits its diligent activity to the achievement of the expected result, but this commitment does not guarantee the result.

Unless liability arises from fraud, deliberate misconduct or gross negligence, the total liability of the Seller and its employees for damages shall at all times be limited to the amount covered by the Seller’s liability insurance.

Furthermore, the Seller shall not be liable or obligated to pay for any possible intangible, indirect or consequential damage or loss, including (but not limited to) loss of goodwill or clientele, administrative, personnel or other overhead costs (even if increased), production limitations or interruptions, loss of profit or turnover, third party claims and similar.

The Seller is not liable to pay any compensation for damage caused by the goods as a result of improper use, applications, treatments or storage of the goods.

• Buyer’s duties and responsibilities:

The Buyer undertakes to use, sell and/or market the Seller’s products in the broadest sense only in accordance with the legal and/or other regulations applicable in the countries or areas concerned.

The Buyer undertakes not to use, sell and/or market the products in countries or areas where it is not authorized.

The Buyer also undertakes to apply at its own expense for certificates and/or permits with the competent authorities, if necessary.

The Buyer undertakes not to use, sell and/or market the Seller’s products in countries or areas where third parties may oppose activity on the basis of rights such as intellectual, industrial and/or property rights. The Buyer undertakes to collect all information and/or take all measures necessary to comply with this obligation.

The Seller shall accept no liability whatsoever if the Buyer fails to comply with the above obligations.

Seller shall be entitled to be indemnified by Buyer for damages, expenses and other adverse consequences arising from the breach of the aforementioned obligations.

9. Compensation of debts

The buyer and seller agree to the application of the financial securities law, which allows the offsetting of existing debts between the two companies for the duration of the business relationship between them. Which means that the higher credit balance always remains after the automatic offsetting.

This comparison of debts shall be enforceable by the liquidator and the other competing creditors, who may not appeal against the comparison of debts made by the Seller and the Buyer.

10. Force majeure clause

In the event of force majeure, Seller is entitled to suspend performance of the contract or to dissolve the contract in whole or in part, without Buyer being entitled to any reimbursement of costs, compensation and interest thereon.

An example of force majeure may be, but is not limited to: natural disasters, introduction of new and/or change in laws or regulations, governmental action or omission, strikes or labor difficulties, interruptions or delays in transportation or inability to procure parts or materials, fires and delays in production, for any reason whatsoever.

11. Hardship clause

In the event of hardship, the parties shall negotiate alternative contractual terms that reasonably overcome the impact of the event. If the parties are unable to agree on alternative contractual terms, they may decide to terminate the agreement, or to execute it at a mutually acceptable later date or request a court or arbitrator to review and adapt the agreement to restore the balance of the agreement or declare the contract terminated.

Hardship makes reference to an exceptional event, which has occurred beyond reasonable control and has altered substantially the existing circumstances at the time of the conclusion of the contract. This alteration makes the performance of the agreed agreement more difficult than reasonably anticipated at the time of the conclusion of the agreement, and/or implies that there is an exorbitant disproportion that exceeds any calculation of costs and/or benefits initially forecasted. An example of a hardship may be, but is not limited to, an excessive and unforeseen increase in one party’s costs, or a currency market crisis, or severe inflation, or, interruption or delay in transportation, or, inability to purchase parts or materials/products.

12. Applicable law. Judicial Estoppel.

The legal relationship between the Seller and the Buyer is exclusively governed by German law. No judicial estoppel may be applied to any disputes arising from this agreement between Seller and Buyer.

13. Jurisdiction 

All disputes arising from this contract shall be submitted to the sole jurisdiction of the Courts in Hamburg, Germany, without prejudice to the Seller’s right to declare the courts in the district where the Buyer has his registered office, administrative headquarters, operation, branch or office competent.

14. Data protection.

Any personal data from the Buyer and the Buyer’s employees to which the Seller may have access in the execution of this agreement will be processed in accordance with data protection applicable law. The Seller informs the Buyer that the Buyer’s personal data are collected and processed solely for the execution of this agreement. The data and information processed in accordance with these general conditions of sale will not be disclosed to third parties in any way unless specifically authorized in writing by the Seller, subject to legal obligations regarding the submission to public authorities of documents containing personal data.

15. Miscellaneous

• The costs relating to the recovery of empty packaging of products are borne by the Buyer. The Buyer is also responsible for the declaration of the quantities of empty packaging of products.
• The invalidity of all or part of individual provisions of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions. 
• Every amendment or supplement to this contract must be made in writing and duly signed by the parties.
• The Buyer is not entitled to transfer its respective rights and obligations under the General Conditions without the prior written consent of the Seller.
• Each modification of the General Conditions and each addition or omission requires the written consent of the Seller.
• The non-execution of a means of recovery or right assigned under the General Conditions cannot be considered as a waiver of such means of recovery or right, nor shall the non-execution of a means of recovery or right assigned under these Conditions, subsequent to a breach or error, give rise to an implied acceptance of a similar breach or error in similar situations, regardless of whether these events occur before or after.