GTC

Terms and Conditions

I. SCOPE OF APPLICATION
These General Terms and Conditions of Sale and Delivery shall apply exclusively to the Supplier's business relations with the Purchaser, unless expressly agreed otherwise in writing. The Supplier agrees with the Purchaser upon the first conclusion of the contract that these General Terms and Conditions of Sale and Delivery shall also apply to all subsequent orders, even if no further express agreement is made in this respect. Any deviating terms and conditions of the Purchaser, in particular any conflicting terms and conditions of purchase, shall apply only if expressly accepted by the Supplier in writing.

II. CONCLUSION AND CONTENT OF THE PURCHASE CONTRACT
(1) These General Terms and Conditions of Sale and Delivery shall become an integral part of the contract. Subsidiary agreements, supplements and amendments shall only be effective if they have been agreed in writing.
(2) Offers made by the Supplier are always subject to change. Conclusions of contracts must be in writing to be effective.
(3) The quantities stated in the order confirmation shall be complied with within the scope of technical possibilities. Deviations from the agreed quantities which are customary in the industry are permissible. Partial deliveries are permissible; unless the partial performance is of no interest to the Purchaser.
(4) All data on weight, content and dimensions are average values. Unless specific values have been agreed or are mandatory under statutory provisions, deviations customary in the industry shall be permissible.

III. DELIVERY DATES AND PERIODS
(1) Dates and deadlines for deliveries shall only be binding if they have been agreed in writing.
(2) If the Supplier is in default of delivery and has allowed a reasonable period of grace to be set by the Purchaser in writing to elapse without delivery, the Purchaser shall be entitled to rescind the contract to the extent that delivery has not yet taken place, unless partial performance of the contract is in the Purchaser's interest.
In this case, the purchaser may withdraw from the entire contract. Claims for damages due to non-performance or delay in delivery can only be asserted within the scope of Section VIII.
(3) Cases of force majeure and other events occurring after conclusion of the contract for which the Supplier is not responsible and which make delivery substantially more difficult or impossible, such as natural disasters, armed conflicts, strikes, lawful lock-outs, official measures as well as non-delivery, incorrect delivery or late delivery on the part of its suppliers - provided that these have been carefully selected by the Supplier and the corresponding orders have been placed in good time - shall release the Supplier from its obligations under the respective contract for the duration of the hindrance. The Supplier shall notify the Purchaser immediately upon the occurrence of such events. For the duration of such hindrance, the Purchaser shall also be released from its contractual obligations, in particular the payment of the purchase price. If the Purchaser cannot reasonably be expected to tolerate the delay, it may withdraw from the contract by written notice after expiry of a reasonable period to be set by it.
(4) If delivery on call (total or partial delivery) by the Purchaser without a specific delivery period has been agreed, the Supplier may, at its option, either demand acceptance of the entire delivery at the latest within six months after conclusion of the contract or withdraw from the contract after expiry of a reasonable period to be set by the Purchaser.
(5) The Purchaser shall be obliged to accept without delay any goods provided or delivered on time. In addition, he shall create in good time all conditions necessary on his part for the timely completion of the order. If goods ready for delivery remain at the purchaser's disposal at the latter's request, the invoice may be issued immediately and payment may be demanded. In all other respects the provisions of §§ 243 para.2;300 para.2 BGB shall apply.
(6) SELF-DELIVERY RESERVED.

IV. PACKAGING, SHIPPING, TRANSFER OF RISK, POOL MATERIALS
(1) The costs for standard packaging shall be borne by the Supplier. In the absence of other agreements within the scope of para. 4, he shall choose the type of packaging and dispatch as well as the dispatch route and transport company as inexpensively and expediently as possible. The goods shall only be insured against transport damage and other risks at the express request of the Purchaser and at the latter's expense.
(2) If goods are delivered on loan packaging such as pallets, these shall remain the property of the Supplier. If these or other loaned packaging of the same type and quality are not returned to the Supplier carriage paid and in a usable condition no later than three months after delivery, the Supplier shall be entitled to charge them to the Purchaser at the replacement price, taking into account a "new for old" deduction if applicable, unless the Purchaser can prove that the impossibility of returning the pallets or their deterioration is not attributable to its fault. This shall also apply to damaged returnable packaging.
(3) The Supplier shall be liable for outer packaging provided by the Purchaser, such as crates, cartons, etc., with the due care of a prudent businessman. The provisions of the Packaging Ordinance shall remain unaffected.
(4) Upon conclusion of a contract, the parties shall agree on who shall bear the freight costs, if any. With regard to the transfer of risk, §§ 446; 447 BGB shall apply.
(5) If goods are delivered on pool materials such as panels, these pool materials shall remain the property of the respective pool holders. The Supplier undertakes to send the Purchaser and the respective pool holders a monthly list of the pool materials delivered by the Supplier to the Purchaser separately according to pool holders. The customer undertakes - in accordance with the designation of the pool holders given by the supplier and the number of pool materials owned by them - to keep pool materials ready for collection by the respective pool holder in the corresponding quantity and to hand them over to the pool holder. If the Purchaser fails to comply with this obligation or fails to comply with it in full, the provisions of Paragraph 2, Sentences 2 and 3 shall apply mutatis mutandis.

V. PRICES / PAYMENT
(1) Unless otherwise agreed, the sales prices are net prices in EURO plus value added tax at the statutory rate, customs duties and other levies. In the case of list prices or if no specific price has been agreed, the price list of the Supplier shall apply in the version valid at the time of conclusion of the contract.
(2) If, as agreed, delivery is to take place more than four months after conclusion of the purchase contract, any significant increases in the costs of raw materials, energy, wages or freight incurred by the Supplier or its suppliers shall entitle the Supplier to demand immediate negotiations on a corresponding price adjustment from the Purchaser. If an agreement is not reached within six weeks thereafter, either party may withdraw from the part of the contract not yet executed by delivery.
(3) The submission of bills of exchange shall require the prior consent of the Supplier.
(4) The withholding of payments due to or the offsetting against counterclaims of the Purchaser shall only be permissible if these counterclaims are undisputed or have been established as final and absolute.
(5) In the event of sustained default in payment, protest of a bill of exchange or check and suspension of payments by the Purchaser as well as in the event of the opening of bankruptcy or composition proceedings against the Purchaser's assets or in the event of the discontinuation of such proceedings for lack of assets, the Supplier may demand immediate payment of all claims against the Purchaser to which it is entitled - including any claims arising from bills of exchange in circulation - irrespective of their agreed due date. If these conditions are met, the Supplier shall also be entitled to make outstanding deliveries only against advance payment or provision of security and, if the advance payment or security is not provided within two weeks, to withdraw from the contract without setting a new deadline.

VI. RESERVATION OF TITLE
(1) All goods delivered to the Purchaser shall remain the property of the Supplier until full payment of all present and future claims of the Supplier arising from the business relationship, irrespective of the legal basis. This shall also apply insofar as the claims are included in a current account. In the event of payment by bill of exchange or check, the retention of title shall not expire until the bill of exchange or check has been honored.
The Purchaser shall be entitled to resell the goods subject to retention of title in the ordinary course of business, unless the Purchaser's claim resulting from the resale has already been assigned to others; the right to resell shall also cease to exist if the prerequisite pursuant to Section V (6) is met. The Purchaser may not pledge the Retained Goods or assign them as security without the express consent of the Supplier.
(2) The Purchaser hereby assigns to the Supplier all claims against third parties arising from the resale of the Retained Goods in the amount of the Supplier's claims, without this requiring a separate declaration of assignment in the individual case; the Supplier accepts the assignment.

 

(2) The Purchaser hereby assigns to the Supplier all claims against third parties arising from the resale of the Retained Goods in the amount of the Supplier's claims, without this requiring a separate declaration of assignment in the individual case; the Supplier accepts the assignment.
Notwithstanding the assignment and the Supplier's right to collect, the Purchaser shall be entitled to collect as long as it fulfils its obligations towards the Supplier and does not meet any of the conditions set forth in Section V (6). If one of the aforementioned conditions is met, the Purchaser shall, at the Supplier's request, provide the information on the assigned claims required for collection and notify the debtors of the assignment. The Supplier shall then be entitled to notify the third party debtors of the assignment of the claims and to collect the claims itself or to take back the Retained Goods.
(3) If the reserved goods are combined or mixed with other items within the meaning of §§ 947; 948 BGB, the Supplier shall acquire a share in the reserved goods in the proportion of the
value of the reserved goods, the Supplier shall acquire co-ownership of the resulting intermediate and end products. If the Purchaser acquires sole ownership of the new item in the event of treatment or processing of the Retained Goods with other items in accordance with Section 950 of the German Civil Code (BGB), the contracting parties agree that the Purchaser shall grant the Supplier co-ownership of the new item in proportion to the value of the Retained Goods. In all cases, the Purchaser shall keep the new item in safe custody for the Supplier free of charge. The rules for resale according to paragraph (2) shall apply accordingly in the amount of the proportionate value of the reserved goods.
(4) The Purchaser shall notify the Supplier without undue delay of any execution measures by third parties against the Retained Goods or the claims assigned in advance, handing over the documents necessary for an intervention.
(5) The Supplier undertakes to release the securities to which it is entitled in accordance with the above provisions at its discretion at the request of the Purchaser to the extent that the value exceeds the claims to be secured by 20%.
(6) The Purchaser shall be obliged to store the Retained Goods properly and to insure them at its own expense against theft, breakage, fire, water and other damage in accordance with the Purchaser's usual business practices. The insurance claims shall be deemed assigned to the Supplier to the amount of the value of the Retained Goods.
(7) If, in the case of deliveries abroad, a reservation of title cannot be agreed with the same effect as under German law, but the reservation of other rights to the delivery item is permitted, the Supplier shall be entitled to these rights. The Purchaser shall cooperate in every respect in this respect.

VII. WARRANTY
(1) The Purchaser shall subject the delivered goods to an incoming goods inspection and shall immediately notify the Supplier in writing of any defects discovered. Defects which are not obvious must be reported in writing immediately after discovery, but at the latest within 6 months of delivery, otherwise the delivery shall be deemed to have been duly made. The provisions of §§ 377; 378 HGB remain unaffected.
(2) The Supplier does not warrant that the delivered goods are suitable for the special purposes envisaged by the Purchaser, unless these purposes have become part of the contract.
(3) In the event of a warranty claim, the Supplier shall, at its discretion, either replace or repair the goods. Replaced parts shall become the property of the Supplier. If the Supplier allows a reasonable period of grace to be set by the Purchaser to elapse without remedying the defect, or if the repair or replacement fails, the Purchaser may demand rescission (cancellation of the contract) or reduction (reduction of the remuneration). All further warranty claims, in particular claims for damages, may only be asserted within the scope of Section VIII.
(4) In the absence of a special written agreement, the Supplier shall not be liable for the fact that the goods delivered by him comply with foreign regulations of any kind.

VIII. CLAIMS FOR DAMAGES
(1) Claims for damages by the Purchaser against the Supplier and its legal representatives or vicarious agents - irrespective of the legal grounds - in particular due to defects in the delivered goods, impossibility of delivery or delay in delivery for which the Supplier is responsible, positive breaches of contract, breaches of duties during contract negotiations and tort are excluded. This shall not apply insofar as the Supplier or its legal representatives or vicarious agents are compulsorily liable in cases of intent, gross negligence, the absence of warranted characteristics and the breach of contractual obligations which are essential for achieving the purpose of the contract.

(2) The liability of the Supplier for claims for damages of any kind of the Purchaser shall in any case be limited to the amount of the damage, the possible occurrence of which was recognizable and foreseeable for the Supplier upon conclusion of the contract.
(3) The above provisions shall not exclude any further claims under the Product Liability Act.
(4) Insofar as liability of the Customer is excluded or limited, this shall also apply to the personal liability of our representatives and vicarious agents.
(5) In all cases, except for personal injury, claims due to slight negligence shall become statute-barred after one year.
(6) The liability claim expires if the customer does not assert his claims in court within 3 months after rejection by the contractor or his insurance company.
(7) Liability claims expire within a period of 12 months.

IX. TOOLS, REINFORCEMENT PARTS OR OTHER PROVISIONS
(1) Unless expressly agreed otherwise, we are and shall remain the owner of the tools (e.g. molds) manufactured by us or by a third party commissioned by us for the orders of the Purchaser. This shall also apply if the customer has assumed the costs for the tools or has participated in them or their manufacture is also due to the cooperation and suggestions of the customer.
(2) If it has been agreed that tools for a specific Purchaser shall only be used for orders of this Purchaser, the Purchaser shall bear all costs incurred. In other cases, the Purchaser shall bear a share of the costs of the tools to be agreed. In the absence of an agreement on the allocation of costs, the Purchaser shall bear half of the costs of the tools.
(3) The Purchaser shall be obliged to pay its share of the costs of the tools in equal parts at the time of the order and in equal parts after receipt of the reference samples (even if modifications are still necessary) without deduction of any cash discount. No separate financial compensation will be made by us for this after termination of the supply relationship.
(4) Any obligation to use tools exclusively for the Purchaser's orders shall only apply as long as the Purchaser fully meets its payment and acceptance obligations towards us. In the event of non-fulfillment of the payment and acceptance obligations within the meaning of sentence 1, the Seller shall be entitled to use the tools also for orders of third parties, provided and to the extent that such use is not opposed by any industrial property rights concerning the tools belonging to the Buyer.
(5) In the event of changes prior to completion of the tools which are initiated by the Purchaser and result in a postponement of the submission of the reference samples, the Purchaser shall be obliged to reimburse us for the tool costs incurred up to that time. Costs for subsequent changes to the tools initiated by the purchaser shall be borne by the purchaser.
(6) If the Purchaser does not place a binding order for the delivery of corresponding goods within six months after production of the tools, the Purchaser shall reimburse us for any difference between the share to be borne by the Purchaser and the full tool costs.
(7) Unless otherwise agreed in an individual contract, we shall carefully store the tools for repeat orders, insure them at replacement value against fire damage and undertake their maintenance at the Purchaser's expense. We shall bear the costs for the replacement of tools which have become unusable only if we are responsible for this. Our obligation to store the tools shall expire if no further orders are received from the Purchaser within two years of the last delivery.
(8) Insofar as costs are incurred for test equipment, devices and other special equipment, they shall be provided by the purchaser at his expense. They shall remain the property of the Purchaser.
(9) If materials are provided by the Purchaser, the Purchaser shall be obliged to deliver them free works, in good time, in perfect condition and in such quantities that we are able to process them without interruption.
(10) In the event of late or insufficient delivery of reinforcement parts, the Buyer shall be obliged to reimburse us for any additional costs incurred as a result. In such cases, we reserve the right to interrupt production and to resume it at a later date.
(11) Storage of customer mold sets which have not been used for production for more than 6 months will be invoiced at Euro 100 per month. The reconditioning, i.e. the cleaning and inspection of the molds after this longer break in production and storage will be invoiced at a flat rate of Euro 700.

X. PROPRIETARY RIGHTS
(1) If we have to deliver according to drawings, models or samples of the customer, the customer shall be responsible for ensuring that the property rights of third parties are not infringed thereby. He shall indemnify us against claims of third parties. If the manufacture or delivery is prohibited by a third party with reference to an industrial property right belonging to him, we shall be entitled - without examining the legal position - to stop the work and to demand reimbursement of the costs incurred.
(2) Drawings and samples provided to us shall be returned upon request; otherwise we shall be entitled to destroy the drawings and samples three months after submission of our offer.

XI. DATA COLLECTION
(1) The Supplier shall store personal data relating to the Purchaser using automatic data processing.

XII. GENERAL
(1) The place of jurisdiction for all legal disputes with registered traders arising from the contractual relationship shall be the Supplier's principal place of business. The Supplier shall also be entitled to bring an action before the court having jurisdiction over the Purchaser's principal place of business.
(2) The conclusion of the contract as well as the contractual relations between the Supplier and the Purchaser shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.
(3) Even if individual provisions of these General Terms and Conditions of Sale and Delivery are legally invalid, the remaining parts of the contract between Supplier and Purchaser shall remain binding. The invalid provision shall be replaced by a provision which comes closest to this provision in economic terms. Alternatively, the authoritativeness of the legal regulation is agreed.

 

Terms of Purchase

I GENERAL

(1) The following Terms and Conditions of Purchase shall apply to all business relations with our suppliers. The Supplier acknowledges our Terms and Conditions of Purchase as the exclusive legal basis for the present contract to be concluded and also for all future transactions as binding upon him. Silence with regard to different terms and conditions of the supplier cannot be interpreted as acceptance of the same; such deviating terms and conditions are expressly objected to. Any deviating agreement shall require our express written confirmation, otherwise any deviation from our terms and conditions shall be deemed to be a rejection of the order, and any delivery nevertheless made shall be deemed to be the supplier's acceptance of our terms and conditions of purchase.

II CONCLUSION OF CONTRACT

(1) Only written purchase orders signed by an authorized company representative shall be valid. Changes and additions by the supplier shall not be valid without our consent. Agreements made by telephone are subject to written confirmation. As a matter of principle, even a contract concluded by implied conduct shall only become effective upon our written order.

III PRICES

(1) In the absence of a separate agreement, the prices shall apply free domicile, including packaging.

IV PAYMENT

(1) Our terms of payment are as follows, unless separately agreed: within 14 days with a 3% discount; within 30 days strictly net; down payment invoices will not be made.

V DELIVERY TIME

(1) The delivery time stated in the order is binding. The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent which indicate that the stipulated delivery time cannot be met. In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular, we shall be entitled to claim damages for non-performance after the fruitless expiry of a reasonable period, whereby an express threat of refusal shall not be required. Force majeure shall release us from the obligation to accept delivery.

VI PACKAGING

(1) All packaging costs shall be borne by the Supplier. Loaned packaging must be identified as such and will be returned at the Supplier's expense. Liability for damaged goods due to defective packaging shall lie with the supplier.

VII DEFECTS

(1) The fact that the goods are free of defects is warranted by the Seller, and it is further warranted that defects will not appear before the expiration of one year. If a defect is discovered within this warranty period, the limitation period for this defect begins to run. In the case of deliveries and services with defects, we may give notice of obvious defects within one month after receipt of the delivery item at the agreed place of receipt, and of hidden defects within one month after discovery. We shall be entitled to the statutory warranty claims in full; irrespective of this, we shall be entitled to demand that the supplier, at our discretion, rectify the defect or make a replacement delivery. In this case, the supplier shall be obliged to bear all expenses necessary for the purpose of rectification of defects or replacement delivery. We expressly reserve the right to claim damages, in particular damages for non-performance.

VIII COMPENSATION FOR DAMAGES

(1) In the event of delayed or defective deliveries and services resulting in disruptions or failure of operations, we shall claim compensation in the amount of the damage incurred, but at least 20% of the purchase price. This shall also apply in particular to the properties of the deliveries and services warranted in the contract.

IX SAFETY REQUIREMENT

(1) The delivery item shall comply with the recognized rules of technology, the Equipment Safety Act, the Ordinance on Hazardous Materials, the Act on the Protection of Hazardous Substances, the trade association and other relevant safety regulations and accident prevention regulations.

X PRODUCER LIABILITY

(1) Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties upon first request if the cause lies within his sphere of control and organization and he himself is liable in relation to third parties. Within the scope of this liability for damages, the supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB (German Civil Code) as well as pursuant to §§ 830, 840, 426 BGB (German Civil Code) arising from or in connection with a recall action carried out by us or one of our customers. Other claims shall remain unaffected.

XI TRANSFER OF RISK

(1) The risks shall be borne by the freight payer in accordance with the agreed frankings up to the place of performance.

XII PLACE OF PERFORMANCE, PLACE OF JURISDICTION

(1) The contracting parties agree that the court in Bonn shall have jurisdiction over all disputes. With regard to the subject-matter jurisdiction, the statutory provisions shall apply.

XIII EFFECTIVENESS

(1) Should individual agreements - for whatever reason - not be applicable, this shall not affect the validity of the remaining terms and conditions.

XIV APPLICABLE LAW

(1) The contracting parties agree that German law shall apply. In addition, the provisions of the UN Convention on Contracts for the International Sale of Goods shall apply.