1-Validity
1. Our Terms and conditions apply only to companies within the meaning of § 310 BGB.
2. The following terms and conditions of sale and delivery shall apply to all our contracts, deliveries and other services provided that they are not subject to our express written consent be changed or excluded. They shall apply in particular even if we carry out the delivery/service without reservation in the knowledge of deviating conditions of our customer. General Terms and conditions of our contracting partner shall only apply if we confirm them in writing.
3. Our Terms and conditions also apply to all future contracts, deliveries and services, even if your text does not return to our contractual partner with our offer or our order confirmation is sent.
2-Offer and closing
1. Our offers are subject to alteration. Contracts and other agreements are only binding by our written confirmation or by our delivery/service.
2. All agreements between us and our client must be made in writing upon conclusion of the contract.
At or after the conclusion of the contract between our employees or representatives and our customers require our written confirmation to be valid, the power of representation of our employees and representatives is limited to this extent.
3-Prices, price increase and payment
1. Our prices are free of charge, plus the legal value added tax, which we calculate in any case with the rate in force on the day of delivery or service.
2. In the case of orders which are to be fulfilled later than four months after conclusion of the contract or for reasons to be represented by our customers, increase only later than four months after the
conclusion of the contract can be fulfilled, our purchase prices between contract conclusion and execution of the order, we are entitled to a percentage of the affected purchase price at the agreed price
proportionately to the higher price. In the case of permanent obligations, we have this right even if, between conclusion of the contract and performance, a shorter period of four months.
3. We reserve the right to deliver only by train for payment of the agreed prices. Furthermore, unless otherwise expressly agreed in writing, our invoices are immediately receipt of our deliveries or services is due without any deduction.
4. Our invoices are deemed to be accepted if our customer does not object in writing within 30 days of receipt of the invoice. We will point out to the customer with each invoice.
5. We shall be entitled to pay interest in the amount of 8% above the respective base rate from maturity without further reminder. Further claims in particular due to the delay of our contractual partner-remain untouched.
6. Offsetting with counterclaims which we have disputed, and which have not been legally determined is not permissible. The assertion of a right of retention for claims which are not based on the same contractual relationship is excluded if these claims are not recognised by us and are not legally established.
7. Due to a complaint of defect, our customer may withhold payments only if there is no doubt about the justification of the defect notice, and in addition only to a scope which is proportionate to the defects that have occurred.
4-Deterioration of the contract partner’s assets
1. If one of the events described below occurs or if such an event, which already existed at the conclusion of the contract, is known to us only after the conclusion of the contract, we can advance payment in amount of the agreed price by our customer. This is true for the following events:
A judicial or extrajudicial insolvency or settlement procedure is opened on the assets of our Contracting Party or the opening of such a procedure is in the absence of mass rejected or there is a written
credit report from a bank or an information agency, from which the credit worthiness of our contracting partner arises.
2. If our contractual partner does not meet our legitimate request for advance payment within a reasonable grace period set by us, even though we have explained to him that we expiry of the expiration of the acceptance of further services by him, we shall be entitled to rescind the contract or demand compensation instead of performance, but only in view of the part of the contract that we have not yet fulfilled.
5-Dispatch and transfer of risk, insurance
1. In any case, irrespective of the location of the dispatch, the risk shall be transferred to our customer with the dispatch of the goods, even if, exceptionally, freight-free delivery and/or assembly have been agreed. This does not apply in cases where we are transported or assembled by our own employees and there is a fault of our employees.
2. Deliveries are made at our choice by train, post Office, forwarding agent or our own truck in suitable packaging materials of our choice.
3. Only at the request of our contracting partner and at his expense, we assure the delivery item against any risk desired by our contractual partner, and in particular against theft and transport damage.
Transport claims must be reported to us without delay, and the consignee must ensure, upon delivery, that the corresponding claims and reservations against the carrier be logged on.
4. If the shipment is delayed at the request of our contractual partner or for reasons for which our contractual partner is responsible, the goods shall be stored at the expense and risk of our contracting partner.
In this case, the risk is transferred to our customer with our notification of readiness for dispatch.
5. We are entitled to make partial deliveries and to charge them separately.
6. As far as we are obliged to take back packaging, our contracting partner bears the costs for the return transport of the used packaging.
6-Delivery periods, purchase on call
1. Delivery periods and deadlines shall only be deemed binding if this is confirmed by us in writing.
2. A period of time after a certain period of performance shall commence with the expiration of the day on which agreement has been reached on all details of the content of the order, at the earliest with the acceptance of the order by us, but not before the delivery of all documents, permits, approvals to be procured by the customer, and not before the receipt of a down payment to be carried out by the customer.
3. A delivery period or a delivery date is maintained if the goods or in the cases in which the goods cannot or should not be dispatched, our advertisement about our readiness to deliver until the deadline expires has been dispatched by us.
4. Delivery periods shall be extended-even within a delay-proportionate to the occurrence of force majeure and unforeseen obstacles which we are not responsible for, insofar as such obstacles to the
delivery of the item sold are of considerable influence. In any event, as a non-representative act within the meaning of this paragraph, strikes and lockouts. The above regulations shall also apply if the
delaying circumstances occur with our suppliers or their sub-suppliers. If such delayed delivery delays last longer than six weeks, our contractual partner is entitled to withdraw from the contract, excluding any further claims.
5. Delivery periods shall be extended by the period in which the customer is in arrears with his obligations-within an ongoing business relationship also from other contracts-or the conditions for the
commencement or continuation of the work which it is required to create, in particular where it does not provide the necessary documents, plans or other requirements available. The burden of proof that he has created the necessary prerequisites and provided necessary documents, plans or specifications is made by our contracting partner.
6. Call off orders are accepted only with agreed deadlines. If the acceptance period is not specified exactly, it ends 3 months after the conclusion of the contract. The goods are in approximately the same monthly quantities. If the acceptance does not take place within the agreed period, we are free to deliver completed deliveries without further notification or to put them at the expense of the customers. In addition, we are entitled to set a grace period for our customer to be accepted, together with the threat that we refuse to accept the goods in the event of the fruitless expiry of the deadline. If the grace period expires then we shall be entitled to withdraw from the contract under termination of our delivery obligation and to demand compensation instead of performance, but only in view of the part of the contract that has not yet been fulfilled.
7. If the customer does not take a classification of the goods incumbent upon him at the latest within one month after the expiry of the period agreed for the classification, in the absence of such an
agreement at the latest within one month of the request by us, we may divide and deliver the goods at our discretion. In addition, we are entitled to set a grace period for our customer, combined with the threat that we reject the acceptance of the goods in the event of the fruitless expiry of the deadline. If the grace period expires without fruit, we shall be entitled to withdraw from the contract or to demand compensation instead of performance in the event of termination of our delivery obligation but limited to the part of the contract which is not fulfilled by us.
7-declaration on the choice of rights after the deadline for supplementary performance
In all cases in which our customer has set us a period of supplementary performance for non-or improper delivery and this period has elapsed, we shall be entitled to demand from the customer
To require that he declares, within a reasonable period of time, whether he continues to claim the right to fulfilment/supplementary performance despite the expiry of the deadline or to the other, optionally given to him Rights. If our customer does not declare himself within the reasonable time limit set by him, the right to fulfillment/supplementary performance is excluded. Inform our customer within the set, reasonable time, that he continues to demand fulfillment/supplementary performance, he remains free to set a time limit for this and, in the case of its fruitless elapse, to refrain from the other rights.
8-Delay, exclusion of the obligation to perform
If we are in arrears with the delivery or if our obligation to perform under § 275 BGB is excluded, we are only liable under the conditions and to the extent of § 12 point 3 on compensation, but with the following additional provisions:
1. If we are in arrears with the delivery and are merely a case of slight negligence on our part, then our customer's claims for damages are due to a flat delay compensation
In the amount of 1% of the delivery value for each completed week of delay, but not more than 8% of the delivery value, which is reserved for us to prove that as a result of the delay in delivery or only a lesser damage has occurred.
2. In the event of our delay, our customer shall be entitled to compensation instead of performance only if he has previously set us an appropriate, at least 4-week grace period for delivery, whereby he is reserved to give us a reasonable period of less than 4 weeks, provided that in individual cases a minimum 4-week grace period for delivery is unreasonable for him.
3. A right of withdrawal from the customer and a claim for damages due to the customer shall in principle be limited to the part of the contract which has not yet been fulfilled, unless the customer has
reasonably no interest in the fulfilled part of the contract.
4. Claims for damages against us due to delay or exclusion of the obligation under § 275 BGB expire after one year from the legal beginning of the statute of limitations.
5. The foregoing provisions shall not apply in the case of damages arising from the injury to the life, body, health or freedom of our contracting partner or the damage on an intentional or grossly negligent breach of duty by us, one of our legal representatives or vicarious agents, in addition, in the event of delay, if a fixed has been agreed.
9-Default of acceptance of our contract partner
1. If our contractual partner is in arrears with the acceptance of our services in whole or in part, we shall be entitled, after the fruitless expiry of a reasonable grace period set by us, to threat that, in the
event of the expiry of the deadline, we will refuse to accept our performance by the customer either to withdraw from the contract or to claim compensation instead of the performance but only with regard to the part of the contract which we have not yet fulfilled. Our legal rights in case of default of acceptance of our customer remain unaffected.
2. The Customer shall reimburse us our storage costs, storage rent and insurance costs for goods due for acceptance but not accepted. An obligation to in stock goods but it does not exist for us.
3. If the delivery of the goods is delayed at the request of the customer or if it is in default of acceptance, we may after the end of one month since sending the advertisement about our readiness to deliver charge the amount of 0.5% of the invoice amount for each month of the delay, and we reserve the rights to claim a higher damage actually incurred.
10-Cancellation of orders, withdrawal of goods, damages instead of performance
1. At the request of our customer, we declare our agreement to the cancellation of a mandated order or accept goods delivered by us for reasons not for which we are responsible. Exemption of the orderer from his duty to acceptance and payment or if we are entitled to compensation instead of performance, we can provide 20% of the contract price share the affected part of the delivery item, without proof as compensation, whereby our customer reserves the right to prove that there is no or only a lesser loss originated. Our right to claim a higher damage actually incurred remains unaffected.
11-Quality of goods, excess and minor benefits
1. For quality and properties, the following shall be considered in the following order of precedence and:
-the respective agreed specifications/product descriptions are decisive
-Subject to priority agreed specifications/product descriptions, we guarantee that our films retain their properties for 12 months if they are protected in original packaging, light (in particular protection against UV radiation), stored at temperatures between 15 to 30 degrees Celsius and a relative humidity of 40 to 65% and not with unpleasant odors in connection.
-Subject to the above, the goods to be delivered by us correspond to the GKV test and evaluation clause of polyethylene, which is deposited at the Federal Institute for material testing in Berlin Films
(LDPE) and products thereof.
2. Illustrations, dimensions, weights, information on shades and surface texture and other characteristics of the texture, which are contained in catalogues, brochures, price lists, descriptions, drawings or other documents, represent only industry-standard approximation values. Our specimens and samples are considered to be approximate pieces of quality, dimensions and other properties. Our information about the dimensions, properties and purpose of our products is for the mere description and does not contain any guarantee or warranty of quality.
3. In the case of technical necessity, we reserve the right to supply the ordered goods with deviations in quality, dimensions and other properties. We will provide our customers such changes. In this
respect, our customer shall not be entitled to any warranty claims if and insofar as the changes do not significantly impair the usability of the products for him.
4. Deliveries up to 10% below or above the ordered quantity as far as deviations of dimensions, weights, illustrations and quality specifications are given, we reserve the right to insofar as the delivered
items not be significantly affected by their usefulness.
12-Liability for defects and damages
1. Claims of our customer due to defects of the goods require that he has duly complied with his duties of investigation and complaint as provided for in § 377 HGB, with the claim to be made in writing. If our customer fails to make the correct and timely complaint, he can no longer assert claims because of the circumstances to be displayed, unless we had acted fraudulently.
2. The rights of our customer for defects of the goods are determined according to the legal regulations with the proviso that our customer provides us with a reasonable period for the rectification of at least for a period of four weeks, subject to the reservation of an appropriate time limit of less than four weeks in individual cases, provided that a minimum of four week period for supplementary
performance is unreasonable. The period for supplementary performance does not commence in any case before the time when our customer has returned us the defective goods, and we bear the cost of the return shipment. If just a part of the goods delivered by us is defective, the right of our contracting partner to rescind the contract or to claim compensation instead of the performance is limited to the defective part of the delivery, unless this restriction is impossible or unreasonable for our contractual partner. Compensation claims of our contracting partner due to defects in delivery or service shall be limited in the amount resulting from the following clause 3.
3. Our liability for damages arising from the injury to life, body, health or freedom of our contracting partner based on culpable breach of duty is neither excluded, nor limited. We are liable for other
damages of our contracting partner only if you are on an intentional or grossly negligent breach of duty by us, one of our legal representatives or vicarious agents based. If we have caused the damage
only slightly negligently, we are only liable if it is the breach of essential contractual obligations, and that is limited to the contract typical and reasonably foreseeable damage. Incidentally, claims for
damages by our contracting partner are excluded due to breach of duty, tort or other legal reason. The aforementioned limitations of liability do not apply in the absence of warranted properties, if and insofar as the assurance had the purpose of providing the partner with any damage not caused by the goods themselves. As far as our liability is excluded or limited, this also applies to the personal liability of our employees, employees, staff and vicarious agents. The aforementioned exclusions of liability shall in any case also apply to consequential damages. However, the foregoing exclusions of liability shall not apply to claims under the product Liability Act.
13 – Producer liability
Our contractual partner shall indemnify us from all claims for damages which third parties are entitled to due to the rules on tort, product liability or force of other regulations make any mistakes or defects in the goods manufactured or delivered by us or by our contractual partner against us, as far as such claims also against our contractual partner justified or are no longer justified because of the limitation period which has now occurred. Under these conditions, our contracting partner shall also be aware of the costs of the Legal disputes which are brought against us on account of such claims. If the claimed claims are also justified to us or are no longer justified because of the limitation period which has now occurred, a proportionate claim for exemption from us against our contractual partner whose scope and height are set out in § 254 BGB. Our indemnification and damage claims pursuant to § § 437, 440, 478 BGB or for other legal reasons remain unaffected by the above provisions.
14-Retention of title
1. Until the fulfilment of all claims that we are entitled to against our customer now or in the future, our customer shall grant us the following collateral, which we shall release upon request of our choice, as far as their nominal value exceeds our receivables sustainably by more than 20%:
Delivered goods remain our property.
Processing or transformation is always done for us as a manufacturer, but without committing ourselves. If the goods delivered by us are processed with other objects not belonging to us, the purchase we co-ownership of the new item in the ratio of the invoice value of the goods delivered by us to the invoice of the goods used at the time of processing. Will our goods be other movable objects are connected to a single item and if the other thing is to be regarded as the main thing, our customer transfers proportionately to us co-ownership, as far as this main thing belongs to him.
A transfer required to acquire the property or co-ownership by us is replaced by the agreement already reached, that our customer is the cause as a borrower for us or, insofar as he does not own the item, the surrender is already replaced by assignment of the claim against the owner to us. Items to which we are entitled according to the above regulations (co-) property are hereinafter referred to as reserved goods.
2. The customer is entitled to sell the reserved goods in the proper course of business and to combine them with other things. The sale, connection or other legal reason for claims arising in respect of the goods subject to retention of title, the customer shall already be fully or proportionally in the relationship in which we are entitled to the sold or processed object ownership, to us. When such receivables are set in current invoices, this assignment also covers all balance receivables. The assignment is made with rank before the rest. We authorize the customer, subject to revocation, to collect the assigned receivables. The customer shall immediately discontinue the collected amounts to us, as far as and as soon as our receivables are due. Insofar as our receivables are not yet due, the customer must record the collected amounts separately.
Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the receivables as long as our customer has paid his payment obligations from the proceeds, is not in
default of payment and in particular no application is made for the opening of an insolvency or settlement procedure or the cessation of payments. Is this on the other hand, our customer is obligated to inform us of the assigned claims and their debtors, to hand over the relevant documents to us and to collect all of us necessary information and to notify the third debtor of the assignment, whereby we are entitled to also display the assignment to the debtor himself. With payment setting, application, or opening of insolvency proceedings, judicial or extrajudicial settlement proceedings, the rights of our customer for resale, processing, mixing or the installation of the reserved goods and the authorization to collect the assigned claim even without our revocation.
3. The customer shall immediately inform us of the access of third parties to the reserved goods and to the assigned receivables. The customer shall bear any costs of interventions or their defense.
4. The customer is obligated to treat reserved goods with care, in particular to insure them at their own expense against fire, water and theft damages sufficient to the new value.
5. In the event of non-contractual behavior of the customer-in particular late payment-we are entitled to withdraw the reserved goods at the customer's expense or to assign the surrender claims of the customers against third parties without the need to declare our withdrawal from the contract before or at the same time. In particular, a withdrawal or attachment of the reserved goods by us is no withdrawal from the contract unless we expressly stated this in writing.
6. Should our retention of title lose its validity in the case of deliveries abroad or for other reasons, or should we, for reasons of any kind, be the property of the goods subject to retention of title, our
customer is obligated to immediately give us another safeguard against the goods subject to retention of title or any other security for our claims, which is effective in accordance with the law applicable to the domicile of the customer and is as close as possible to the retention of title under German law.
15-Ownership of documents, secrecy
1. Illustrations, drawings, calculations, designs and models remain our property. Our customer undertakes not to provide such items to third parties in any form without our express permission. To make it accessible in any case of culpable infringement of the aforementioned obligations, our customer promises us a contractual penalty of in each case €6,000.00. Our right to demand compensation for damages that are actually incurred beyond the contractual penalty remains unaffected.
2. The contractual partners undertake reciprocally, all commercial and technical details which have become known to them from the cooperation and are not obvious, such as their own trade secrets and to keep third parties completely silent about this. For any case of culpable infringement of the aforementioned obligations the Contracting Parties pledge a contractual penalty in the amount of individual cases €6,000.00. The right to compensate for any damage actually incurred beyond the contractual penalty shall remain unaffected.
16-Protection rights
1. If the goods are to be manufactured according to drawings, samples or other information of the Contracting Party, the contractual partner shall be responsible for ensuring that any rights of third parties, in particular patents, protection and copyright are not infringed. The customer shall indemnify us from claims of third parties arising from any breach of such rights. In addition, our contracting partner assumes all costs incurred by third parties to assert the violation of such rights and we defend ourselves against them. The same applies to the use of samples, designs, print templates, etc., created by us or left by our customer.
2. If, in the course of our development work, results, solutions or techniques are created which are in any way protected, we shall be the sole proprietor of the resulting ownership, copyright and rights of use, and we reserve the right to make the corresponding patent applications in our own name and on our name.
17-Assignment
1. We are fully entitled to assign the claims against our customer to third parties.
2. Our customer is only entitled with our written consent to assign claims of any kind directed against us.
18-Place of performance, legal venue, applicable law
1. Place of performance and exclusive jurisdiction for deliveries, services and payments, including cheque and Bill of exchange actions, as well as all disputes arising between the parties is at our
discretion the seat of the customer or Dessau, but we have the right to our customers also at another, for him according to § § 12 ff. Legal venue in force in the CCP.
2. Relations between the Contracting Parties shall be governed solely by the law applicable in the Federal Republic of Germany, excluding international sales law, in particular the un-purchase law and other international agreements for the harmonisation of the right to purchase.
RIPAC September 2018