General Terms and Conditions
Terms of delivery and payment
1. Type and scope of delivery are specified in the order confirmation.
2. Orders will only be binding on the supplier when the order is confirmed by him.
3. Oral side agreements are only legally enforceable when confirmed in writing by the supplier. Changes and amendments must be executed in writing to be enforceable.
4. These terms and conditions are applicable for pending and future transactions in which they are not expressly referenced to the extent they are only received by the ordering party in an order confirmed by the supplier. Our purchaser’s terms of purchase only apply to the extent that they do not contradict our terms of delivery and payment.
5. We are entitled to assign the claims from our business relationship.
1. The prices apply ex works including freight, customs, import duties and packaging. The packaging will be calculated at the self-cost price. If after the tender is submitted, or the order is confirmed, the cost factors change, then price adjustments and shares of tool costs can be made.
2. The plastics processor (supplier) is not bound to previous prices in follow-up orders.
3. In the case of default on payment, the supplier is entitled to bill default interest in the amount of 3% above the discount rate currently offered by the Bundesbank.
4. Offsetting and assertion of any right to retention is only permitted with the consent of the supplier.
III. Delivery deadline
1. The delivery period begins on receipt of all documents required for the execution of the order and the agreed-upon down payment. If the customer has to supply reinforcing components, the period does not begin to count down before they are received.
2. The delivery deadline specified in the tender as a rule can be met if the order is made immediately; it is determined precisely when the order is received, but in all cases, it must be regarded as non-binding and approximate. If an agreed-upon delivery deadline is not met, the customer can withdraw from the contract after a reasonable grace period has passed without action. Additional claims are excluded. Unless the customer specifies otherwise, the shipping route and type will be selected using good judgement.
3. Partial shipments are allowed. The supplier reserves the right to send the shipment with variance of up to 10% above or below the quantities ordered.
4. For on-call orders, the supplier is entitled on passing of six months from the date of order confirmation and on condition of setting a 14-day grace period to either demand the acceptance of the quantity not yet called and bill it or to refuse delivery and demand compensation for damages from non-fulfilment of contract, at its own discretion.
5. Events of force majeure nature at the premises of the supplier or his sub-suppliers will delay the delivery time by the duration of these events with an appropriate run-up time. If they continue for more than six months, the supplier can withdraw from the contract.
6. Force majeure events include acts of public officials, difficulties in energy supply and supply of raw materials, strikes, lock-outs, accidents, unforeseeable difficulties in production, and all other events that make delivery significantly more difficult or impossible.
7. The delivery deadline is deemed met with the timely notification that the good is ready to ship if shipping is rendered impossibly without there being any culpability on the part of the supplier.
IV. Reservation of Title
1. The supplier retains ownership of the object of delivery until all claims it holds against the customer from the entire business relationship are satisfied. This reservation of title also extends to the goods created through the processing of the delivered wares or the combination of these wares with other components into new products. In cases where the good is combined with foreign material, the supplier gains co-ownership which the customer must hold in safekeeping for him. In the event that the new product is re-sold by the customer, the customer herewith assigns the claim to the purchase price from the re-sale owed to the customer. The re-seller (customer) here and now assigns all of its claims along with all incidental rights from such re-selling to the supplier. On request the customer is also obligated to issue the supplier a written special assignment of these claims to the supplier. If the securities provided exceed the supplier’s claims by more than 20%, the supplier is required to release to the customer the proportion of the securities exceeding what is actually owed. Liens and other acts endangering the supplier’s ownership of the object must be reported to him immediately. The costs of interventions will be borne by the customer.
2. Failure to meet terms of payment or circumstances which become known to the supplier shortly after the conclusion of contract and plausibly could reduce the buyer’s creditworthiness, this will result in all of the supplier’s claims coming due and entitle the supplier to perform any services still due only in return for pre-payment, as well as to withdraw from contracts after allowing for a reasonable payment period or refuse delivery and demand compensation for damages owing to failure to perform.
V. Transfer of risk
1. Even with freight-paid delivery, the risk transfer to the customer at the latest when the good leaves the supplier’s works. In the event that an act by the customer delays shipping, the risk transfers to the customer with the notification that the good is ready to ship.
2. On written request from the customer, the good will be insured at cost to the customer against breakage, transport damages and fire damages.
VI. Liability for defective shipments
1. A decisive factor in the quality and execution of the products are the outturn samples which the supplier has submitted to the customer for review.
2. The customer is solely responsible for the correct construction design of the products and their practical suitability, even if it received consulting form the supplier during development.
3. Complaints of defects are to be sent without delay and at the latest within five days of receipt of the shipment at its intended destination, otherwise the good is deemed approved. Absence of properties that were expressly assured in writing is also deemed to constitute a defect. Complaints of defects do not bring about any changes in the agreed-upon terms of payment. If a complaint of defect proves justified, the supplier will provide a replacement free of charge through rectifying the defect or will give credit for the amount billed or the amount by which the value is reduced. Any claims from the customer that go beyond this, regardless of their nature, but especially claims for lost profits or compensation for subsequent damages are excluded. Any goods replaced become property of the supplier s and must be returned to it at its cost on request.
4. Any remediation done on the customer’s own will result in the loss of all claims against the supplier relating to defects.
VII. Means of payment
1. The billed amount is due and payable within 30 days of the date of billing without discount.
2. Payments which discharge obligations can only be paid to the factor to whom we have assigned our claims arising from this business relationship.
3. In the event of default of more than one obligation, all claims become immediately due and payable.
1. For tools (e.g. moulds) which are made by the plastics processor or a third party acting on contract for it and needed to complete a contract for a customer, the customer will be charged for its part of the tool costs. The tool costs are payable without discount. 1/3 on order, 1/3 on mould-proving and 1/3 when production-ready (even if changes are still necessary). Changes in before tool fabrication which necessitate a delay in submission of the outturn samples, entitle the plastics processor to demand the immediate reimbursement of the share of tool costs already paid to that point. If the customer is not issued any order for plastic components matching the tender within six months, the plastic processor is entitled to bill the difference between its share of the tool costs and the full tool costs. The customer will bear the costs for changes in the tools that it initiates; these costs will not be reimbursed.
2. Since the share of tool costs does not cover the plastic processor’s expenses for constructive performance, fabrication, breaking in, ongoing maintenance, service of the tools, etc., the tools remain the property of the plastics processor. It is not required to surrender them. Its obligation to hold them in safekeeping expires if the customer does not receive any more orders within one year of the last shipment.
3. The tools will be used exclusively for the customer’s orders. If the customer does not pay for shipments and services as contractually specified, the plastics processor can use the tools for other purposes.
4. Costs for testing equipment, callipers, devices and special equipment are included neither in the tool costs nor in the unit costs. To the extent that they are required, they must be provided by the customer to the plastics processor free of charge. They remain the property of the customer.
IX. Reinforcing components
1. If reinforcing components, e.g. metal components that are pressed in or injected, are supplied by the customer, the it is required to supply them free ex works from the supplier with a charge of 5-10% depending on the agreement, for any rejects, and these must be delivered on time, in proper condition and in such quantities that the supplier is able to process without interruption.
2. If supply of reinforcing components is not on time or not in sufficient quantity, the customer is obligated to pay compensation for the added costs this generates. The supplier reserves the right in such cases to interrupt manufacture and only begin it again at a later date.
X. Protected rights
1. If the supplier must supply according to drawings, models or samples provided by the customer, the customer is responsible for assuring that they do not infringe on the protected rights of third parties. It must indemnify the supplier against third-party claims. If the supplier is denied the manufacture or delivery by a third party based on a protected right held by that party, the supplier is entitled – without reviewing the legal situation –to suspend work and demand compensation for the costs so incurred.
2. Drawings and samples given to the supplier for use will be returned on request; otherwise it is entitled to destroy them three months after receipt of the tender.
3. If the customer withdraws from the supply contract, we are entitled to demand 10% of the purchase price without providing documentation, plus the value of goods deposited for this contract.
XI. Court of jurisdiction
The place of fulfilment for all obligations arising from this contract is the supplying firm’s headquarters. The court of jurisdiction for both parties is the district court in Münster/Westphalia or Hannover if desired. This also applies to disputes in processes concerning documentation, bills of exchange or checks.
XII. Applicable law
The law of the Federal Republic of Germany applies.