General Terms and Conditions of Sale and Delivery
The following terms and conditions apply to all offers and sales, unless otherwise expressly stipulated in writing. Purchase terms of the customer are only regarded as binding, if they are not opposed to our sales terms or have been expressly acknowledged by us.
Our offers are subject to change without notice, unless expressly confirmed otherwise.
Our prices are normally quoted ex station exclusive of value added tax. Deliveries free domicile or receiving station must be expressly agreed.
4. Order confirmation
Every order is only considered accepted upon our written order confirmation. Verbal agreements are only valid, if we have acknowledged these in writing.
5. Placing of orders
Full particulars must be provided each time a new order is placed. We shall not be liable for faults or damages resulting from incomplete or inaccurate information.
6. Delivery Period
A new delivery period must be agreed upon for each individual order or call. The date of our final letter of confirmation is authoritative for statement of the delivery period. Delivery periods can only be stated approximately. Compensation claims due to delayed delivery are excluded.
7. Execution of orders
Buyer and seller shall submit themselves to the GKV Prüf- und Bewertungsklausel 1959 (test and assessment clause) (high-pressure) polyethylene films and derivate products, established by the Fachverband Verpackung und Beläge (technical association for packaging and covering) in the GKV on October 7, 1959. The admissible thickness tolerance is +/- 20%. We shall only accept liability for the suitability of our films for certain packaging purposes, if we have expressly warranted this in writing. With regard to customized products, the seller reserves the right to deliver in excess of or short of the ordered quantity and to invoice the quantity actually delivered. The excess or short quantity can amount to: 20% for blank goods, 25% for imprinted goods (up to 30% for all orders of less than 300, namely with regard to the total contracted quantity as well as with regard to each delivery by instalments). Small-scale orders necessitate a surcharge of up to 20% on the respective quoted prices. During manufacture of bags and similar products, origination of a comparatively lower number of faulty goods is technically unavoidable, thus a proportion of up to 3% of the total quantity shall not represent a cause for complaint, irrespective of whether the defect concerns processing or printing. Samples represent demonstration material without obligation and, with regard to their quality and technical material, are only to be regarded as approximate criterions for execution of the order. Any deviations from previous samples and deliveries have technical reasons and do not represent a cause for complaint.
Should execution of a customised order violate proprietary rights of third parties, the customer shall accept responsibility for any obligations arising as a result. We do not provide the customer with a guarantee that proprietary rights of third parties will not be violated via execution of the order.
The shipment risk shall in all instances – also in cases of delivery free domicile – pass to the buyer as soon as the goods leave our works. The respective weight and number of items ascertained in our works is decisive for calculation. Damages and loss occurring in transit are for the buyer’s account.
9. Delay in delivery and prevention of delivery
Force majeure events and operational disturbance, regardless of whether due to lack of raw materials or operating supplies, strike or lock out, mobilisation, war, blocking of traffic routes or other reasons, shall entitle us to either request an appropriate extension of the delivery period or to annul the supply contract in whole or in part. This does not result in a right to indemnification on the buyer’s part. In case of doubts regarding the solvency of the buyer, we shall be entitled to withdraw from the contract at any time without indemnity. If dispatch of the goods is impossible due to extraordinary circumstances for which the seller is not responsible, the goods are taken into stock or warehoused by a forwarding agent for the account of and at the risk of the buyer. Such storage shall represent fulfilment of the seller’s obligation to deliver.
10. Non-performance of the buyer
Should the buyer fail to meet the stipulated period for taking delivery, we shall be entitled to either withdraw from the contract without fixing a final deadline or to claim damages. In case of order cancellations for which the customer is responsible, we shall be entitled to invoice compensation for lost profits amounting to at least 10% of the order value, as well as any payable contract commissions. Costs connected with the cancelled order (unavoidable costs) will be charged separately.
In case of well-founded and timely notice of defects no later than 8 days after receipt of the goods, the defective items will be taken back, replacements will be supplied free of charge or the defects remedied. Any further claims, particularly for damages resulting from faulty delivery, are expressly excluded. We are not liable for damages caused to our goods due to improper storage, processing or combination with incompatible substances. The buyer is not entitled to retain payment of the purchase price in whole or in part until possible defects are eliminated.
Standard packaging as indicated in our quotations is included in the purchase price. Special packaging requests shall be fulfilled if possible and invoiced at cost price.
Our invoices are payable cash without deductions within 30 days from the date of issue. Agreed deductions of discount in the event of cash payment are only permissible, if the invoiced amount is available to us within the specified period. Basic condition for granting of discount is that all outstanding accounts from previous deliveries to the customer have been settled. Discount shall not be granted for expenses such as freight, customs duties, packaging etc. In the event of delayed payment on the part of the buyer, we will charge interest amounting to 8% above the respective base rate of the European Central Bank. Offsetting against counter claims is excluded without our approval. In the event of cheque or bill protests, all existing claims shall, contrary to all previous agreements, become due immediately.
14. Reservation of Title
The goods supplied shall remain our property until all claims due to us from our business connection with the customer have been settled. Our deliveries are exclusively performed under reservation of title. The buyer shall not pledge or transfer by way of security any goods still owned by us and must inform us immediately of any seizure or other impairment of our rights through third parties. As long as the reservation of title exists, machining or processing of the reserved goods will be in our favour; we shall be entitled to ownership or co-ownership (§ 947 German Civil Code) of the resultant new product. In the event of combination or mixing of the reserved goods with other items, we shall be entitled to co-ownership according to the value of the reserved goods in proportion to the value of the other items at the time of combination or mixture (§ 948 German Civil Code). The new product originating through processing, combination or mixing is regarded as reserved good in accordance with these terms and conditions. The buyer assigns to us any claims against his customers, inclusive of all ancillary rights, which are due to him from resale of the reserved goods. This assignment shall apply to processing or combination of the goods to the amount of the invoiced value of our goods used in the process.
At our request, the buyer shall, as soon as he is in default, notify his debtors of such assignments and shall provide us with all necessary information and hand over to us the corresponding documents. Third-party seizure of the goods under reservation of title as well as any claims in this regard shall be reported to us immediately stating the respective third party and, where applicable, the date of seizure and the file number. The same applies in the event of a petition in bankruptcy or petition for composition as well as in the event of institution of such proceedings, irrespective of whether the petition was filed by the customer or another creditor.
Should the value of the securities with which we have been provided exceed our claims by more than 20% in total, we shall be obliged to retransfer such securities at the buyer’s request.
15. Other agreements
Seller’s designs are intellectual property and may not be reproduced or copied without the seller’s consent. Payment of expenses for manuscripts, drafts, final drawings, screens, original and rubber printing plates as well as gravure cylinders does not entitle the buyer to these objects, which always remain property of the seller, without prejudice to any design copyrights of the buyer, even if the buyer has provided a proportion of the objects required for preparation of printing. The costs of objects such as manuscripts, drafts, final drawings, screens, original and rubber printing plates as well as gravure cylinders are not included in the commodity price and will be invoiced separately. The seller is granted the right to replace worn rubber printing plates without prior consultation and to bill the buyer for these. The obligation to store these objects shall expire, if no further orders are received from the customer within two years after the last delivery.
Should one or several provisions of these General Terms and Conditions of Sale and Delivery be or become ineffective, it/they will be replaced by a valid provision or practice which is, under aspects of economic outcome, equivalent to or as close as possible to the ineffective provision(s). The validity of our remaining General Terms and Conditions of Sale and Delivery shall remain unaffected.
16. Applicable law
Place of performance and jurisdiction for both parties is Göttingen, however, we are also entitled to institute proceedings at the customer’s place of general jurisdiction. The law of the Federal Republic of Germany applies.
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