Terms & Conditions

Generel Terms & Conditions

We are interested in a long-term and successful co-operation with you. The General Terms and Conditions serve to define the framework for a solid business relationship - to the benefit of both parties. In addition, we always endeavour to find individual solutions for your specific needs.


The following terms and conditions shall apply exclusively to all contracts concerning deliveries by the seller. The buyer recognises them as binding for the present and all future contracts. He waives the right to assert or enforce his own terms and conditions of purchase. Such terms and conditions shall not become part of the contract by silence of the seller or its delivery, but only by its express written confirmation and only for the respective transaction. The content of the contract results from the seller's written confirmation of sale including the conditions above and below. Verbal collateral agreements as well as amendments and supplements to this contract require the written confirmation of the seller.


Our offers are non-binding. If contracts are concluded subject to written or telex confirmation, the content of the letter of confirmation from Heinrich Nagel KG (GmbH & Co.) shall be authoritative unless the recipient contradicts immediately. The delivery of the goods or sending of the invoice shall also be deemed confirmation.


Unless otherwise agreed, we deliver free to the buyer's yard. The delivery has been made and accepted by the buyer when it has been made available as is customary in the industry. Partial deliveries by us are permissible. We are also authorised to invoice partial deliveries immediately.

The buyer shall ensure that the delivered goods can be delivered or filled into the storage locations/tanks/silos unhindered and without risk. The buyer is also responsible for ensuring that the delivered goods are filled into the correct and authorised tanks. If the goods are accepted on the buyer's premises, they shall be unloaded exclusively in accordance with the buyer's instructions and at the buyer's responsibility.

Our obligation to deliver shall be suspended as long as the buyer is in arrears with an obligation. If delivery on call has been agreed, the contractual partner must call for delivery within a reasonable period of time.

We shall not be responsible for delays in delivery and performance due to force majeure or due to events which make delivery considerably more difficult or impossible for us not only temporarily - this includes in particular strikes, official orders, riots, consequences of war and war (force majeure) etc., even if they occur at our suppliers - even in the case of bindingly agreed deadlines and dates. They authorise us to postpone the delivery or service for the duration of the hindrance plus a reasonable additional period.


Unless otherwise agreed, payment shall be made without any deduction immediately after the invoice date in the case of delivery and performance by the recipient. In the case of delivery or service to destination, the term of payment shall be calculated according to the date of delivery or service. If the buyer is in default of payment, we shall be entitled to charge interest at a rate of 6% above the base rate from the relevant date. The seller is at liberty to claim higher damages.

The buyer shall only be entitled to offset, withhold or reduce payment, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established and are undisputed.

In cases of § 3 para. 4, a claim for price adjustment (e.g. transport costs) shall arise.


Upon delivery, the customer must inspect the goods immediately in accordance with the statutory provisions of § 377 GCC (German Commercial Code) and, if necessary, make a substantiated complaint. This also applies to partial deliveries. The buyer must notify us immediately of any deviations with regard to quantity, weight, composition, suitability and other characteristics.

In the event of a complaint as described above, the goods complained about must be stored properly to enable us to carry out our own inspection.

If no agreement is reached between the contracting parties regarding the quality of the goods, a sample shall be taken by an expert appointed by us. A sample must be taken either immediately after delivery or no later than 5 working days after notification of the alleged defect. The buyer undertakes to grant the expert appointed by the seller access to the rejected goods upon first request. The sample shall be analysed by an independent laboratory. The costs of the sampling and the subsequent examination shall be borne by the party ordering the sampling. If this sampling reveals that the complaint was not justified, the costs of the inspection and sampling shall be borne by the complaining buyer.


In the event of timely and justified notification of defects, we shall take back the defective parts of the goods and replace them with other goods free of charge. Instead of replacement deliveries, we are also entitled to refund the purchase price of the goods. Further costs incurred without our consent, such as freight costs, labour costs, damage caused by delay, processing costs or other costs and expenses shall not be borne by us.


All goods delivered by us shall remain our property until all claims arising from the business relationship have been paid in full. In the event of behaviour in breach of contract, in particular default of payment, we shall be entitled to take back the goods and the buyer shall be obliged to surrender them. The buyer shall bear the costs incurred by us in taking back the goods. Taking back the delivered goods shall not be deemed to be an exercise of the right of cancellation. Our retention of title shall continue to apply to the goods subject to retention of title, including mixed goods; in this respect, we shall be entitled to the claim against the buyer's customers arising from the resale. The buyer undertakes to provide us with the name of the customer with a precise description of the claim (copy of invoice + delivery note).

The processing and transformation of our goods by the buyer shall be carried out exclusively for us. In the event of processing with other goods not belonging to us, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of our reserved goods to the purchase price of the other processed goods at the time of processing.

In the event of access to the goods and claims belonging to us by third parties, the buyer must inform us immediately and in writing of their access and inform these third parties, who have access to the goods and claims, that they are our property. The goods and the claims replacing them may neither be pledged to third parties nor transferred or assigned as security before our claims have been paid in full.


The contractual partners undertake to treat all non-public commercial or technical details that become known to them through the business relationship as business secrets. The Contractual Partners may only advertise the business relationship with Heinrich Nagel KG (GmbH & Co.) with prior written consent.


  1. The place of fulfilment for the delivery is the place of loading or dispatch.
  2. The place of fulfilment for payment is Hamburg.
  3. The place of jurisdiction is Hamburg.
  4. Should a provision of these terms and conditions or a provision within the framework of another agreement be or become invalid, this shall not affect the validity of all other provisions or agreements. Rather, the provision that comes closest to the invalid provision in commercial terms, but is effective, shall apply.
Hamburg, 24. April 2013
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