General Terms and Conditions TRUPLAST Kunststofftechnik GmbH
I. Validity of T&C´s
- Unless otherwise expressly agreed, the following „General terms of delivery“ apply to all contracts, deliveries and other services in commercial dealing within the meaning of § 310 sec.1 German Civil Code. Any contrary terms and conditions of the Purchaser, particularly terms and conditions of purchase are hereby rejected.
- Within the scope of a current business connection between businessmen the general T & C´s are also a component of the contract, even if the salesman has never expressly indicated their inclusion.
II. Offers and conclusion of the contract
- Contract offers by the Seller are non-binding.
- Type and scope of the delivery shall be defined in the order of confirmation.
- The contract shall be includes not prior to our order confirmation. Confirmation of receipt does not constitute a binding acceptance of the order.
- Oral supplementary agreements become only legally binding by a written confirmation from the Seller. Amendments and additions require written confirmation.
- These conditions are also valid for any pending and future business, even if not expressly referred to, providing they were received only by the buyer by way of a confirmed order of the Seller.
III. Prices and terms of payment
- The prices are quoted ex works excluding freight, customs, subsidiary import charges and packaging. Packaging is charged at cost-price and will only be accepted back if the Seller is obliged to do so in accordance with compelling legal regulations. In case cost factors change considerably after submission of the quotation or after the order confirmation appropriate adjustment of the prices could be conducted.
- Our conditions of payment are defined in the respective offer.
- Should the Seller consider the Buyer´s alteration requests any resulting additional costs will be invoiced to the Purchaser.
- With follow-up orders the Seller is not bound to preceding prices.
- In case payment dates are exceeded the Seller is entitled to charge customary bank overdue interests. Compensation or assertion of a right of retention will be permissible with the Seller´s prior consent only.
IV. Delivery term
- The indication of a delivery date is effected at best discretion and can be reasonably extended should the Purchaser delays or neglects required or agreed cooperation actions. The same shall apply in the event of any circumstances arising in connection with industrial disputes, in particular strikes or lockouts as well as upon the occurrence of unforeseeable obstacles that are beyond the Seller´s will, as far as delayed delivery of upstream suppliers, transport or technical problems, lack of material or energy etc. Changes to delivered goods initiated by the customer may also result in an appropriate extension of the delivery term.
- Partial deliveries are permissible. The Seller reserves the right to make deliveries which exceed or fall short of the ordered quantity by up to 10 %.
- The delivery time stated in an offer can generally be observed if the order is placed immediately. Precise deliverydate should be specified in incoming order. However, in almost all cases the indicated delivery times are to be regarded as approximate and non-binding. Should an agreed supply period not be met through the fault of the Supplier, the Purchaser may withdraw from the contract after an adequate period of grace. Further claims are excluded. Shipping time and forwarding route will be the customary selection after best discretion.
V. Reservation of proprietary rights
- The Seller shall retain title to all items delivered by him until full
- payment. The reservation of proprietary rights is also valid until all payments between the Seller and the Purchaser relating to the business connection have been made, including future and conditional demands.
- If the supplied goods are finished or processed by the Buyer the right of retention is extended and includes the complete new item. The Seller acquires co-ownership according to the pro rate basis, that is equal to the ratio between the Buyer´s product and the value of the Seller´s delivered goods.
- Non-observance of terms of payment or circumstances which become known to the Seller after the respective conclusion that are suitable to reduce the Buyer's creditworthiness will result in immediate maturity of all claims of the Seller and entitles the Seller to perform outstanding deliveries only on advance payment, and to withdraw from contract after an appropriate period of grace or, with refusal of delivery, to demand compensation due to non-performance.
VI. Transfer of risk
- The risk shall pass to the Purchaser at the latest at the time of
- shipment or collection of the delivery parts, even in the case of freight paid delivery. If shipment is delayed through the conduct of the Purchaser the risk passes to the Purchaser at the time of the notification that the goods are ready for shipment.
- On written request of the Buyer the commodity is insured against break, transport and fire damage at its own expense.
VII. Liability for defects of delivery
- The extrusion samples, which are submitted to the Buyer for test, are decisive for quality and design.
- The responsibility for constructively correct design of the goods as well as for their practical suitability bears solely the Buyer, even if the Seller offered advice during the development phase.
- If the purchase is a commercial transaction for both parties, the Buyer is obliged to inspect the goods immediately after the delivery by the Seller to the extent permitted by appropriate business procedures. If a deficiency is noted, it has to be reported immediately after discovery to the Seller.
- If the Buyer fails to notify the Seller, the products are considered to be approved, apart from defects which could not be detected during inspection. Should a deficiency become apparent at a later date, notification shall be made immediately after its discovery; otherwise the goods are deemed to have been approved, even in respect of this deficiency.
- To preserve the right of the Buyer the timely sending of the notification is sufficient.
- The Seller may not invoke these regulations if he has failed to disclose the defect maliciously.
- The warranty claims will prescribe one year after delivery of the purchased item.
VIII. Property right
- If the Seller has t o deliver according to drawings, models or samples provided by the Buyer, the Buyer shall be responsible for ensuring that property rights of third parties are not violated. He has to release the Seller from all claims of third parties. If the Seller is prohibited from production or delivery by a third party referring to a property right belonging to him, the Supplier is entitled – without examination of the legal situation - to stop work and to demand compensation for his expenses.
- Drawings and samples provided to the Seller will be returned on request; otherwise he is entitled to destroy them 3 months after submission of the order.
IX. Place of fulfilment
- Place of fulfilment and legal venue for all claims arising from this contract is Labour Court of Gießen.