The following terms and conditions shall apply for each delivery to be carried out by the supplier. Verbal ancillary agreements shall only become legally effective upon written confirmation by the supplier. By placing an order, these terms and conditions are deemed to be accepted in all parts. If the
counter-confirmation of the purchaser, these shall only apply if they are accepted by the supplier in writing. In the case of continuous business relations, these terms of delivery and payment shall apply to each individual order, even if the terms and conditions are not expressly attached to each individual order confirmation or if they are referred to. If the customer is not a merchant within the meaning of the provisions of the German Commercial Code (Handelsgesetzbuch), Section II, Paragraph 2, Paragraph 1, Paragraph 1 and Paragraph 7 as well as Section V, Paragraph 3 do not apply.
II. Delivery terms
- Our offers are subject to change without notice. The contract shall only come into effect upon our order confirmation or the execution of the order. The sending of our price lists is not to be regarded as an offer Sending of price lists, circulars or general offers does not oblige us to deliver. Type samples are not binding. They indicate the general character of the goods, but not their individual characteristics. Deviations from samples or earlier deliveries and qualities as well as tolerances in the dimensions, which are technically unavoidable during the production and processing of the raw materials, do not give the buyer a right to complain about the goods. We do not assume any guarantee for the observance of the specific weights. Deviations of up to 10% upwards or downwards are reserved. The invoicing of the goods shall be carried out at the prices stipulated in the order confirmation. If the prices between order confirmation and delivery are increased as a result of rising raw material costs, wages and transport costs or due to any other reason not foreseeable by us, our prices valid on the day of delivery are subject to sales contracts concluded by our field service as well as telephone agreements require our written confirmation in order to be valid.
- The products manufactured by us from high-quality plastics are checked for dimensional accuracy before dispatch. However, these can change in size in the event of temperature fluctuations. The goods must be checked for dimensional accuracy at room temperature at the latest 10 days after receipt of the goods and then stored protected from sunlight. We cannot accept any complaints after this period.
- The delivery periods and deadlines stated in our offers and order confirmations are only approximate. We will make every effort to comply with them. Without prejudice to our rights arising from the Purchaser’s default, the delivery periods shall be extended by the period of time by which the Purchaser is in default with its obligations arising from this contract. This shall apply accordingly to delivery dates. If we are in default, the customer can withdraw from the contract after expiry of a period of grace set to us and reasonable for us insofar as the goods have not been notified as ready for dispatch by the deadline. The above paragraph shall also apply if delivery periods or dates have been expressly agreed as fixed. Operational disruptions of any kind and delivery difficulties for which no fault is attributable, such as the failure of primary materials and energy supply, water and fire damage, unforeseeable breakdowns of machinery and plant, strikes and lockouts, official measures, natural disasters and force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up time or to postpone delivery in whole or in part due to the part of the contract which has not yet been fulfilled. We are entitled to make partial deliveries. In the event of delays in delivery for which we are responsible and which are based on slight negligence, claims for damages are excluded, a delay in delivery caused by us through gross negligence, our liability is limited to the damage foreseeable as a result of this breach of duty Correspondingly, our liability is limited to the damage foreseeable as a result of this breach of duty Correspondingly applies to – wholly or partially – failure of deliveries due to impossibility.
- The goods travel at the risk of the recipient, also in case of carriage paid deliveries. We shall not be liable for damage and losses suffered by the goods during transport. In the event of a delay in dispatch due to the conduct of the supplier, the risk shall pass to the purchaser upon readiness for dispatch.
- The prices of our other production items are quoted ex works excluding packaging. Small containers, cardboard and paper packaging are charged at cost price and will not be taken back.
- If the customer does not comply with the terms of payment or if, after conclusion of the respective contract, we become aware of circumstances which in our opinion are likely to reduce the creditworthiness of the customer or if he does not fulfil his obligations towards us – even if these are from other contracts – punctually and in accordance with the agreement, all our claims shall become due immediately – regardless of the term of the bills of exchange received We shall also be entitled to execute outstanding deliveries only against advance payment or provision of security.
III Industrial property rights
If items are manufactured according to the orderer’s instructions, he shall guarantee that any industrial property rights of third parties are not infringed by the manufacture of such items. The orderer shall be liable to us for all damages resulting from the assertion of industrial property rights.
IV Terms of payment
- Our prices in quotations, order confirmations and invoices are quoted in Euro.
- Our invoice amounts are payable free of postage and expenses in Altena.
- Unless otherwise agreed, a payment term of 14 days net without discount is deemed to have been agreed. Any other terms and conditions require our written confirmation.
- If the target is exceeded, interest and commissions are charged in accordance with the respective bank rates for short-term loans, but at least 3 % above the respective discount rate of the Deutsche Bundesbank.
- Cheques – free of charge for us – do not exclude a claim to a cash account if they are sent to us in sufficient time to be redeemed within the above payment deadlines. Postdated checks are not accepted in payment.
- If own or external acceptances are given, bill of exchange taxes and discount charges shall be borne by the buyer. In the case of payment by bill of exchange, the use of a cash discount is generally excluded. We reserve the right to accept our own and foreign acceptances in any case.
- Bills of exchange and cheques will only be credited under reserve of encashment. We do not assume any guarantee for timely presentation and raising of protests in the event of a bill protest, whether it be an acceptance of the customer’s own account, or if a protested third-party acceptance is not settled immediately, our claims from all current bills of exchange, irrespective of whether they are our own or third-party acceptances, are due immediately.
- We reserve the right to assess loans and the cancellation of granted credits, even after receipt of an order. We are entitled to demand adequate security at our discretion at any time. Our claim shall become due immediately if, at such a request, the security is not provided.
- Offsetting against other counterclaims that are undisputed or have become res judicata, as well as the exercise of rights of refusal and retention against purchase price claims require our consent.
- Payments shall only be legally effective if they are made directly to us. Employees or representatives may only accept payments on the basis of a special power of attorney.
- Deliveries to foreign countries are made against cash in advance, bank transfer or payment upon delivery of bills of lading (letter of credit), unless otherwise agreed.
V Liability conditions
- For defects of the goods, including the absence of warranted characteristics, we shall only provide warranty in accordance with the following regulations. Complaints due to material defects and incorrect deliveries are to be asserted immediately, at the latest within 14 days after receipt of the goods, in writing, by telex or telegraphic transmission, in so far as these can be ascertained by reasonable examinations, defects which cannot be detected within this period even after the most careful inspection, shall be made immediately after their discovery, but no later than 3 months at the latest. Notification of defects shall not result in any change to the agreed terms of payment. If a notice of defect proves to be justified, we shall deliver a replacement or repair free of charge at our discretion, if the replacement delivery is also defective, we shall grant the purchaser the right to rescind the contract or reduce the purchase price. Defective deliveries may not be processed or processed in part or in part without our express consent and must be stored for the purpose of preserving evidence. Any dropouts that have already been produced from faulty material must be ensured. Any replaced goods shall become the property of the supplier and shall be returned to him at his request and expense. We assume no responsibility for personal accidents, damage to property or breakdowns caused by faults or defects in our products.
- Our liability shall be governed exclusively by the agreements made in this and the preceding sections. All claims not expressly granted there, including claims for damages – irrespective of the legal grounds – shall be excluded to the extent permitted by law. 276 para. 2 BGB remains unaffected.
VI Retention of title
We reserve the right of ownership of the delivered goods as long as we are still entitled to claims from the present and future business relationship with the buyer. The buyer is entitled to dispose of the goods owned by us in the ordinary course of business as long as he fulfils his obligations arising from the business relationship with us in a timely manner. In the event of seizure of the goods by third parties, the buyer must inform the supplier immediately. In the event of processing of our goods by the buyer, we shall be deemed to be the manufacturer and acquire ownership of the newly created goods. If the processing is carried out together with other materials, we shall acquire co-ownership in proportion to the invoice value of our goods to that of the other materials. Should we nevertheless lose ownership of our goods during the processing of our goods without acquiring ownership or co-ownership of the newly created goods, it is agreed that ownership or co-ownership of the newly created goods shall pass to us at the time of purchase by the buyer in accordance with the above provisions. If, in the case of processing or mixing of our goods with an item of the buyer, this is to be regarded as the main item, co-ownership of the item shall be transferred to us in the ratio of the invoice value of our goods to the invoice value or – in the absence of such – to the market value of the main item. In such cases, the buyer is deemed to be the custodian. In the event of a delay in payment on the part of the buyer, we shall be entitled to demand the provisional surrender of the goods owned by us at the buyer’s expense, even without exercising our right to withdraw from the contract and without setting a grace period. At our request, the buyer must provide us with all necessary information on the stock of goods owned by us and on the claims assigned to us in accordance with the above-mentioned claims assigned to us, as well as inform his customers of the assignment. The buyer is entitled to collect claims from the sale of goods until our revocation, which is permissible at any time, is effected. 11.7. named cases.
VII Place of jurisdiction and place of performance
The place of performance for both parties to the contract for deliveries in Germany and abroad shall be the place of performance.
If the buyer is a registered trader, the place of jurisdiction for goods up to a value of EUR 5,000 is Altena Local Court, the District Court of Hagen or, at our discretion, the buyer’s general place of jurisdiction. For all legal relations between us and the buyer, excluding foreign law, only the law applicable to the legal relationship of domestic parties at our registered office shall apply.
VIII Severatory hermitage
Should individual provisions of these General Terms and Conditions of Sale and Delivery be invalid in whole or in part, the remaining provisions of these General Terms and Conditions shall remain in full force and effect.