Business Terms
Terms of Trade
General terms and conditions governing business relationships between Nadernia Trading GmbH and our partners.
📋 Introduction
These Terms of Trade (“Terms”) constitute the general terms and conditions governing all business relationships between Nadernia Trading GmbH (“Seller,” “we,” “us,” or “our”) and our business partners (“Buyer,” “you,” or “your”) for the procurement, sale, and delivery of goods and services in the field of international trade and B2B commerce.
By placing an order or engaging in business with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms apply exclusively; any conflicting or supplementary terms and conditions of the Buyer will not be recognized unless expressly agreed to in writing.
Effective Date: January 1, 2013
Last Updated: December 2025
Version: 3.2
1️⃣ Scope of Application
These Terms apply to all business transactions including:
- Sale and purchase of commodities
- International trade transactions
- Procurement and sourcing services
- Logistics and shipping arrangements
- Consulting and advisory services
- Long-term supply agreements
These Terms remain in effect for all future transactions unless superseded by a new written agreement.
2️⃣ Contract Formation
Quotations & Offers:
All quotations are subject to confirmation and non-binding unless expressly stated otherwise. Offers remain valid for 14 days from the date of issue.
Order Acceptance:
Your purchase order constitutes a binding offer. We reserve the right to accept or decline within 14 business days.
Contract Execution:
The contract is formed upon our written confirmation or commencement of delivery/service provision.
3️⃣ Pricing & Payment Terms
Pricing Structure
- All prices quoted in EUR unless otherwise specified
- Prices exclusive of VAT, customs duties, and taxes
- Prices subject to change for unforeseen cost increases
- Volume discounts available for large orders
- Long-term contract pricing upon request
- Currency fluctuation clauses may apply
Payment Terms
- Standard Terms: Net 30 days from invoice date
- Early Payment: 2% discount for payment within 10 days
- Methods: Bank transfer, Letter of Credit, Wire transfer
- Late Payment: 9% p.a. above base rate
- Deposits: May be required for large orders
- Credit Terms: Subject to credit approval
4️⃣ Delivery & Shipping
Delivery Terms
Delivery dates are approximate unless expressly confirmed in writing. Standard lead times: 2-6 weeks depending on product category and volume.
Incoterms
We operate under Incoterms 2020. Standard terms: EXW, FOB, CIF, DDP. Custom arrangements available upon request.
Risk Transfer
Risk passes to Buyer upon delivery as per agreed Incoterms. Insurance coverage available at Buyer’s request and cost.
Partial Deliveries
We reserve the right to make partial deliveries unless otherwise agreed. Each delivery may be invoiced separately.
Shipping & Logistics
We work with reputable international freight forwarders and logistics partners. Tracking information provided for all shipments. Customs clearance assistance available. Export/import documentation prepared in accordance with international trade regulations.
5️⃣ Quality Assurance
All products meet international quality standards and specifications as agreed in the contract.
- Pre-shipment quality inspection available
- Certificates of origin and quality provided
- Compliance with EU and international standards
- Third-party testing and certification
- Product specifications documented
- Traceability throughout supply chain
Quality claims must be reported within 7 days of delivery with photographic evidence.
6️⃣ Inspection & Acceptance
Buyer’s Duty to Inspect:
Buyer must inspect goods immediately upon delivery. Any visible defects must be reported within 5 business days.
Hidden Defects:
Claims for hidden defects must be submitted within 30 days of discovery, but no later than 12 months from delivery.
Acceptance:
Goods are deemed accepted if no defect notice is received within the inspection period.
7️⃣ Warranty & Returns
Warranty Terms
Standard warranty period: 12 months from delivery date. Warranty covers:
- Material defects existing at time of delivery
- Non-conformity with agreed specifications
- Defects in packaging affecting product quality
Warranty does not cover normal wear and tear, misuse, improper storage, or modifications by Buyer.
Returns & Remedies
In case of justified warranty claims, we will, at our discretion:
- Repair the defective goods
- Replace with conforming goods
- Provide appropriate price reduction
- Refund purchase price (in exceptional cases)
Returns require prior authorization (RMA number). Unauthorized returns will not be accepted.
8️⃣ Limitation of Liability
We are liable for damages caused by:
- Intent or gross negligence
- Injury to life, body, or health
- Breach of essential contractual obligations
- Mandatory statutory liability (e.g., Product Liability Act)
For slight negligence, liability is limited to typical, foreseeable damages.
Liability for indirect or consequential damages is excluded unless caused by intent or gross negligence.
9️⃣ Retention of Title
We retain ownership of delivered goods until full payment of all outstanding amounts from the business relationship.
Buyer’s Obligations:
- Handle goods with care
- Insure goods at replacement value
- Notify us of any third-party claims
- Maintain goods in identifiable condition
- Not pledge or assign as security
Resale permitted in normal course of business; receivables assigned to us as security.
🌪️ Force Majeure
Neither party is liable for failure to perform due to circumstances beyond reasonable control, including:
- Natural disasters, pandemics, epidemics
- War, terrorism, civil unrest
- Government actions, embargoes, sanctions
- Labor disputes, strikes, lockouts
- Fire, explosion, infrastructure failure
- Supplier defaults beyond our control
Affected party must notify the other promptly. Performance obligations suspended during force majeure period.
✅ Compliance
Both parties commit to compliance with all applicable laws and regulations:
- Export control and sanctions laws
- Anti-corruption and anti-bribery laws
- Environmental protection regulations
- Labor and human rights standards
- Data protection and privacy laws
- Product safety and certification requirements
Buyer responsible for obtaining all necessary import licenses and permits.
🔒 Confidentiality
Both parties agree to maintain confidentiality of all non-public information exchanged during the business relationship.
Confidential Information includes:
- Pricing and financial terms
- Technical specifications and designs
- Business strategies and plans
- Customer and supplier lists
- Trade secrets and proprietary information
Obligation continues for 3 years after contract termination.
©️ Intellectual Property
All intellectual property rights remain with the respective owner. No license or rights are granted except as expressly stated in writing.
Protected Rights:
- Trademarks, logos, brand names
- Patents and patent applications
- Copyrights in documents and materials
- Trade secrets and know-how
- Design rights and industrial designs
Buyer may not use our trademarks or IP without prior written consent.
📋 Termination
Ordinary Termination:
Long-term contracts may be terminated with 3 months’ notice to end of quarter unless otherwise agreed.
Extraordinary Termination:
Either party may terminate immediately for good cause, including material breach, insolvency, or force majeure lasting beyond 90 days.
Termination must be in writing. Outstanding obligations remain enforceable.
⚖️ Governing Law & Jurisdiction
Applicable Law:
These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of Jurisdiction:
Exclusive jurisdiction: Courts of Darmstadt, Germany (for merchants, legal entities under public law, or special funds under public law).
Disputes may be resolved through arbitration if mutually agreed.
📜 Final Provisions
Amendments
Amendments and supplements to these Terms must be made in writing. Email communication is sufficient for form requirements unless otherwise specified.
Severability
If any provision is invalid or unenforceable, the remaining provisions remain in full force. Invalid provisions shall be replaced by valid provisions closest to the intended economic purpose.
Language
These Terms are executed in English. In case of discrepancies with translations, the English version shall prevail.
Nadernia Trading GmbH
Berliner Allee 47, 64295 Darmstadt, Wissenschaftsstadt, GERMANY
Email: [email protected] | WhatsApp: +49 1521 4809094
Version 3.2 | Effective: January 1, 2013 | Last Updated: December 2025
