The following general terms and conditions of delivery apply exclusively to all deliveries of goods and products and services provided by us unless otherwise individually agreed with our contractual partner (the purchaser). Deviating terms and conditions of the purchaser shall not apply unless we have expressly agreed to them in writing on a case-by-case basis. The acceptance of our deliveries or services shall constitute acknowledgement of these terms and conditions of delivery.
Our offers are subject to change unless expressly agreed otherwise. Attachments such as brochures or samples or references in our offers to samples, quantities, dimensions and weights are only approximate unless they are expressly designated as binding. We are authorised to make changes to the technical structure and chemical composition of our goods and/or products, taking due account of the interests of the purchaser.
We are authorised to accept offers from the purchaser within a reasonable period of at least 2 weeks.
The prices do not include VAT. The weights, dimensions, quantities and quantities determined by us shall be decisive for the calculation if the purchaser does not object to them immediately after becoming aware of them. Prices are ex works excluding packaging and other ancillary costs. If the price’s dependence on weight has been agreed,
the final price is determined by the weight of the samples approved by the purchaser.
Significant operational disruptions unforeseeable and not caused by us, delays in delivery times or delivery failures by our suppliers, shortages of raw materials, energy or labour, strikes, lockouts, difficulties in procuring means of transport, traffic disruptions, directives from higher authorities and other cases of force majeure affecting us or our sub-suppliers shall extend the delivery period by the duration of the impediment to performance, insofar as they are relevant to the ability to deliver the goods and/or products. We shall inform the purchaser of the beginning and end of such obstacles as soon as possible.
Partial deliveries that are reasonable for the purchaser are permitted. Deliveries are generally made in standard packaging.
If at the time of delivery there are outstanding claims from previous deliveries or other services to the same purchaser, we are entitled to withhold delivery of the ordered goods until those claims have been paid.
If materials for the manufacture of goods and/or products are delivered or made available by the purchaser, they must, at the purchaser’s cost and risk, be supplied in due time and in perfect condition with an appropriate surplus of at least 5 % over the agreed quantity. If these conditions are not met, our delivery time shall be extended accordingly. We reserve the right to charge the purchaser for any damages and additional costs caused by late or improper delivery/provision.
We are willing to accept follow-up orders with reasonable delivery deadlines, provided we regularly retain the purchaser’s moulds or are obligated to store our customer-specific moulds. This does not imply any price fixing for our products or services.
If call-off orders are placed without agreement on term, production batch sizes and/or delivery dates, we are entitled at any time after order confirmation to require a binding determination of the term, production batch sizes and/or delivery dates. If the purchaser does not fulfil this request within 3 weeks, we shall be entitled to set a 2-week grace period and to withdraw from the contract and/or claim damages if this period expires without result.
Unless otherwise agreed, we shall select the dispatch route and type of dispatch at our own discretion, whereby the interests and wishes of the purchaser shall be taken into account appropriately.
The risk of accidental loss, accidental destruction or accidental damage to the goods or products passes to you upon delivery of the goods or products to the person entrusted with shipment, or, in the case of collection, upon the goods made-available as notified to the purchaser. This also applies to carriage-paid delivery.
Rejected goods may only be returned to us with our express consent.
Returnable packaging must be returned by the purchaser immediately at the purchaser’s expense. Loss and damage to loaned packaging shall be at the purchaser’s expense until it has been returned to us, provided the purchaser is responsible for such loss or damage. Returnable packaging may not be used for purposes other than its intended purpose or to hold other goods or products. They are only intended for the transport of the delivered goods or products. Labelling must not be removed.
All payments are to be made in EUR exclusively to us.
Invoices are payable within 30 days of the invoice date without any deduction. Bills of exchange will only be accepted by special agreement and solely as payment, with all collection and discount charges to be borne by the purchaser.
Retention or offsetting against claims or receivables of the purchaser disputed by us are excluded unless such claims or receivables have been legally established by a court of law.
Non-compliance with agreed terms of payment or the occurrence of other circumstances which, when applying customary banking standards, indicate a significant deterioration in the financial circumstances of the purchaser, shall result in the immediate maturity of all our claims against the purchaser based on the same legal relationship.
In the event that separate moulds are made for the manufacture of goods and/or products, the following shall apply:
Moulds shall be produced at the purchaser’s expense, unless otherwise agreed. The price for moulds also includes the sampling costs, but not the costs for testing and processing equipment or the costs for changes initiated by the purchaser after the order has been placed. Unless otherwise agreed, 50 % of the purchase price for moulds shall be payable upon order confirmation and a further 50 % within 14 days of submission of the samples in accordance with the contract, in each case without deductions. In the event of subsequent changes, all costs incurred up to that point shall be reimbursed at the request of the purchaser upon confirmation of the purchaser’s change orders and prior to completion of the mould, insofar as they exceed any advance payment made.
Unless otherwise agreed, we are and remain the owner of the moulds manufactured for the purchaser by ourselves or by a third party commissioned by the purchaser.
These shall only be used for the purchaser’s orders if and as long as the purchaser fulfils his payment and acceptance obligations.
We keep moulds manufactured for the purchaser for a period of 2 years after the date of the last delivery of products from the mould in question.
If it has been agreed that the purchaser is to become owner of moulds, ownership of the moulds transfers to them upon payment of the purchase price for the moulds. In this case, the transfer of the moulds shall be replaced by our safekeeping of the moulds on behalf of the purchaser. Regardless of the statutory
right of surrender of the purchaser and the lifespan of the moulds, we are entitled to retain exclusive possession of the moulds until the agreed minimum quantity has been accepted and/or until the agreed production period has expired. We will label the moulds as third-party property and, at the purchaser’s request, insure them at the purchaser’s expense.
In the case of purchaser-owned moulds and/or moulds provided to us on loan by the purchaser, our liability for their storage and maintenance is limited to that of a diligent businessperson. For our liability in the event of breaches of duty, the following provisions under Section VII shall apply.
The purchaser shall bear the costs for maintenance and insurance of the moulds. Our obligations regarding the moulds stored for the purchaser expire if, after completion of the order and corresponding request, the purchaser fails to collect the moulds.
Complaints regarding quality or quantity must be reported to us in writing without delay, no later than 14 days after receipt of the affected goods and/or products, and in the case of hidden defects, no later than 7 days after their discovery, stating the invoice and shipping number and the exact product designation.
The purchaser must – if necessary by means of a trial processing – check whether the delivered goods are suitable for the intended use.
In the case of complaints that are submitted in due time and are justified, we are entitled to remedy the defect within a reasonable period. If remedying the defect fails twice, becomes impossible, is unjustifiably refused, or is unreasonable for the purchaser, the purchaser is entitled (at their discretion) to reduce the purchase price or withdraw from the contract.
Claims by the purchaser for damages and reimbursement of expenses (claims for damages), regardless of the legal basis, in particular due to breaches of obligations under the contractual relationship or due to tort, are excluded. This shall not affect cases of breach of material contractual obligations, mandatory liability under the Product Liability Act, injury to life, limb and health, or cases of wilful or grossly negligent damage. In the event of a breach of material contractual obligations, the claim for damages shall be limited to the foreseeable damage typical of the contract, unless one of the above-mentioned mandatory grounds for liability applies. Liability for consequential damages resulting from breaches of duty is excluded unless the breached duty was intended to protect against such consequential damages. The above provisions do not shift the burden of proof to the detriment of the purchaser.
The above exclusions of liability also apply to the personal liability of our employees, the members of our executive bodies (e.g. managing directors) and our other vicarious agents.
Claims of the purchaser arising from a guarantee within the meaning of Section 443 of the German Civil Code (BGB) remain unaffected by the above provisions.
Claims for defects regarding the delivered goods and/or products become time-barred after one year, with the exception of claims by the purchaser based on defects that were fraudulently concealed.
Natural wear and tear and damage caused by force are excluded from the warranty.
In the event that we are involved in the development of goods and/or products at the purchaser’s request, the following shall apply:
We provide technical application advice to the best of our knowledge and only in a supportive capacity. All information and advice regarding the technical suitability and application of the goods or products do not release the purchaser from carrying out their own checks as to the suitability of the goods or products for the intended use and purposes.
In addition, the purchaser must strictly observe the specifications in the safety data sheet regarding the handling of the delivered substances and their intended use.
If the purchaser wishes to use the delivered goods for purposes other than those discussed or agreed with us, this may only be done after extensive testing and examination by the purchaser and the necessary official authorisations and/or certificates have been obtained.
Delivered goods or products remain our property until the purchaser has settled all liabilities arising from present and future business relations with us.
If the delivered goods or products are processed by the purchaser, we are deemed to be the manufacturer and acquire ownership of the newly created items. If processing takes place together with other materials, we acquire co-ownership in proportion to the invoice value of the delivered goods or products relative to the value of the other materials and the value of the processing. If, in the case of combination or mixing of the delivered goods or products with an item belonging to the purchaser, that item is to be regarded as the principal item, co-ownership of the item passes to us in proportion to the invoice value of the delivered goods or products relative to the invoice value or – if no such value exists – the market value of the principal item. In such cases, the purchaser is deemed to be our bailee.
The purchaser is obliged to store the reserved goods carefully, to mark them as our property and to insure them at its own expense against loss and damage. It hereby assigns to us all corresponding claims arising from or in connection with the insurance contracts.
The purchaser is entitled to dispose of the goods owned by us in the ordinary course of business as long as it fulfils his obligations arising from the business relationship with us in good time.
The purchaser hereby assigns to us as security all claims arising from the sale of goods to which we are entitled to ownership rights, to the extent of our respective ownership share in the goods sold. If the purchaser combines or mixes the delivered goods or products with a main item of a third party against payment, it hereby assigns to us as security its claims for remuneration against the third party up to the amount of the invoice value of the delivered goods or products.
Upon request, the purchaser is obliged to inform its purchasers of the assignment and to provide us with the information and documents required to assert its rights against its own purchasers.
If the purchaser is in default of payment, we shall be entitled to demand the return of the goods owned by the purchaser at the purchaser’s expense, even without exercising the right of cancellation and without setting a grace period.
If the value of the securities to which we are entitled exceeds the claims to be secured against the purchaser by more than 20 %, we shall be obliged to release securities of our choice at the purchaser’s request.
If there is a delay in performance on the part of the purchaser or any other breach of statutory or contractual obligations, we shall be entitled to withdraw from the contract without having to set a deadline for the purchaser to provide the service.
The purchaser is liable to us for ensuring that their specifications, samples, designs, construction drawings or drafts for the commissioned deliveries and services are free from third-party intellectual property rights, and shall indemnify us against any corresponding claims by third parties and compensate us for all damages incurred as a result.
The place of performance for each delivery is our respective shipping location, and for payment, our registered office.
The place of jurisdiction is, at our discretion, our registered office or the general place of jurisdiction of the purchaser. This also applies to proceedings involving documents, bills of exchange and cheques.
The contractual relationship and all legal relationships arising therefrom shall be governed exclusively by the substantive law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The invalidity or unenforceability of one or more clauses shall not affect the validity of the other provisions and the contract. The purchaser and we are obliged to replace the invalid clauses with legally permissible provisions that come as close as possible to the economic intent of the invalid or unenforceable clauses.
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