General terms and conditions (GTC)

 

1.    General
1.1    These general terms and conditions shall be decisive for all quotations and order acceptances as well as for all deliveries and other services provided by the suki.international GmbH (hereinafter referred to as "Vendor"). They shall also apply for future business relationships between the Vendor and the Buyer in their respectively latest version. These conditions shall apply only if the Buyer is an entrepreneur in accordance with § 14 of the German Civil Code, a legal entity under public law or a separate estate under public law.
1.2    These conditions shall apply exclusively. Conditions other than those on hand, in particular conflicting or deviating general terms and conditions of the Buyer are contradicted and will not be applied even if they are not rejected expressly in written form.
1.3    Verbal agreements and confirmations as well as changes and amendments must be in writing to be effective. Any deviation from this requirement is possible only if the Vendor's managing director has expressly approved this. The requirement of written form is fulfilled upon having a confirmation letter as well as a written acceptance by the Vendor on hand.


2.    Prices
2.1    The Vendor's final prices shall be net, in the case of bulk packaging and raw products excluding the sales packaging, in the case of commercial goods including the sales packaging developed by the Vendor, plus statutory value added tax applicable at the time.
2.2    In case of sales shipment, the Buyer shall bear the transport costs ex warehouse and the costs of a transport insurance possibly requested by the Buyer. We offer delivery of the commodities free of freight charges for special delivery locations from the following order values:

 

Delivery location

Net order value of the respective individual order

Federal Republic of Germany

more than 250 €

Within the EU (except for islands)

from 500 € up

In all other cases within Europe

from 1,500 € up

 

2.3    Any customs, fees taxes and other public charges shall be borne by the Buyer. If following the conclusion of the contract freight costs, insurance costs or public levies and charges (e.g. customs, import- and export fees) are newly introduced or increased, the Vendor -even in case of a freight-paid or customs-cleared delivery – shall be entitled to add such additional expenditures to the agreed price.


3.    Conditions of payment
3.1    Unless otherwise agreed in writing, payments shall become payable immediately upon receipt of the invoice or the delivery of commodities.
3.2    Even without a payment reminder by the Vendor, the Buyer is deemed to be in default 14 days after the payment has become due for payment. Due date and default interest at the statutory rate shall become payable.
3.3    The Vendor reserves the right to claim damages for the assertion of further default damages.
3.4    Payments may be made in discharge of the sum owed to the Vendor only or to persons provided with a written collection authority of the Vendor. The date of receipt of the amount with the Vendor resp. with the person with a written collection authority or the date of crediting the Vendor's account resp. the account of the person with collection authority shall be deemed the day of payment
3.5    If the Buyer does not pay a due payment and if the Vendor has not set a period of grace required according to the provisions of § 323 German Civil Code to the Buyer, the Vendor shall be entitled to immediately demand payment of his claims – regardless of any other payment terms – and to demand prompt payment of all outstanding claims and to withdraw from existing contracts, even from those which are not affected by the default.
3.6    Discountable bills and cheques will be accepted by the Vendor on account of performance upon express agreement only. Credit notes against bills of exchange and cheques are credited subject to receipt with stating the value date decisive for the Vendor's bank, on which the Vendor may finally dispose of the object. In the event that bills of exchange are accepted, collection and discount costs shall be at the Buyer's expense. They need to be remunerated promptly along with the invoice amount. The Vendor shall not give any warranty for the timely submittal and protest of a bill of exchange.
3.7    All payments will principally be credited towards the earliest liability, independent of contrary provisions of the Buyer.
3.8    Partial services and partial deliveries may be settled separately.


4.    Offers, Delivery terms and Supply reservation
4.1    The Vendor’s quotations are binding, but subject to confirmation with regard to prices, delivery possibility and delivery periods. These are only binding with the Vendor’s written confirmation of order. .
4.2    The delivery of the commodities shall be subject to the correct and timely self-delivery. The Vendor will inform the Buyer promptly about the non-availability of the service object and promptly remunerate the Buyer a possibly provided return service. A case of non- availability of the service object shall in particular be the untimely self-delivery by the supplier of the Vendor, if the Vendor has concluded a congruent covering transaction, the fault can neither be attributed to the Vendor nor his suppliers or if the Vendor is not obliged to provide the commodities in the individual case.


5.    Duty to examine
Any of the Buyer's claims for defects shall require that he has complied with his statutory inspection- and complaint obligations (§ 377 of the German Commercial Code). The Buyer undertakes to inspect the delivered goods and to complain about possible deficiencies within 8 days after the receipt of the goods at the latest. What is decisive for the timely  notification is the point of time when the Vendor receives the complaint. A written complaint after the above mentioned 8 days which is obtained in written form shall be deemed to be delayed. Hidden defects which could not be detected despite of an inspection are to be complained about promptly after having been detected. Upon expiry of these complaint deadlines, the delivered goods shall be deemed as approved in view of a defect and the Buyer may no longer derive any rights from the asserted deficiencies.


6.    Rectification
6.1    No warranty is given for damage resulting from any of the following reasons: improper or inappropriate use, faulty installation on the part of the ordering party or third parties, natural wear and tear, improper or negligent handling, inappropriate operating resources, deficient construction works, unsuitable foundation, substitute materials, chemical, electrochemical or electrical influences, improper change and repair works provided without prior approval by the Vendor on the ordering part or by third parties.
6.2    If there is a defect in the merchandise and the Buyer has fulfilled his obligation from clause 5 of these conditions, the Buyer shall be entitled to choose between eliminating the deficiency or delivering a defect-free merchandise (rectification).
If the kind of rectification chosen by the Buyer is disproportionate the Vendor shall be entitled – regardless of his rights following from § 275 Sect. 2 and 3 of the German Civil Code
– to refuse this kind of rectification. In this case, the Buyer's claim is limited to the other kind of rectification; the Vendor's right to refuse this kind, too, subject to the preceding sentence, shall remain unaffected. If the Buyer does not inform about which of the two kinds of rights he will choose, the Vendor may set a reasonable deadline for this. If the Buyer does not exert his choice within this deadline, the right of choice will pass to the Vendor upon the expiry of the deadline.
6.3    Furthermore, the rectification may be refused as long as the Buyer has not complied with his payment duty vis-à-vis the Vendor to an extend equal to the fault-free part of the rendered services. This shall not apply if the defective service is without any value for the Buyer.
6.4    The Buyer shall give the Vendor the time and opportunity required for the owed rectification, in particular he shall have to turn over the rejected goods for inspection purposes.
6.5    If the rectification fails the Buyer may choose between either reducing the purchase price accordingly or withdrawing from the contract according to the statutory regulations subject to determining an extension of time. However, no right to cancellation exists with an insignificant defect. A failure is given only after the 2nd unsuccessful attempt of rectification unless nothing else is provided in particular as a result of the kind of matter or deficiency or other circumstances.
6.6    The statutory cases for the dispensability of setting deadlines shall remain unaffected.
6.7    The expenditures needed for rectification, in particular the costs of transport, travel, labor and material shall be borne by the Vendor should a fault actually exist. However, if a claim by the Buyer to eliminate a deficiency turns out to be unjustified, the Vendor may claim the Buyer to pay the costs.
 
7.    Limitation of claims for defects of material and title
7.1    The claims for defects of material and title shall lapse 12 months following the delivery of the purchased object, except for the cases specified under clause 9.7.
7.2    The claims to reduce the price and the right of resignation shall be excluded so far as the claim for rectification has lapsed.
7.3    However, in the case of clause 7.2, the Buyer may reject payment of the purchase price in so far as he is entitled to do so due to the withdrawal or reduction.
7.4    § 479 of the German Civil Code shall remain unaffected.


8.    Liability within the frame of recourse according to § 478 of the German Civil Code
8.1    In so far as the Buyer resells a merchandize bought from the Vendor to a consumer, or any claims are made against him pursuant to §§ 478, 479 of the German Civil Code, he shall be entitled to the rights from § 478 of the German Civil Code only if he informs the Vendor about the deficiency within 8 days after having obtained knowledge thereof.
8.2    The Buyer is not entitled to the rights from § 478 of the German Civil Code if the deficiency occurred with the consumer had been recognizable for the Buyer within the frame of his obligation to examine the product.
8.3    The claim will be excluded also if the deficiency is insignificant pursuant to § 323 Sect. 5 of the German Civil Code.
8.4    The reimbursement of expenses is limited to those costs which would have been caused to the Buyer when sufficiently providing for an elimination of the deficiencies and may only be asserted to the extent to which the Buyer has not made any agreements going beyond the statutory claims for defects.
8.5    Finally, the reimbursement of expenses is limited to the foreseeable damages typical to the contract.
8.6    The reimbursement of expenses will be granted in the form of a credit note.


9.    Legal disclaimer and compensation for damages
9.1    For all claims of compensation for damages and expenses against the Vendor resulting from a breach of duty for which he is responsible – for whatever legal reason – in the case of slight negligence, the Vendor shall be liable only for a breach of essential obligations which represent a risk of the contract purpose. Apart from that, the Vendor's liability for slight negligence is excluded. Essential obligations pursuant to clause 1 are those obligations which protect the Buyer's legal rights important for the contract, which the contract must guarantee to him according to its content and purpose. Furthermore, those contractual obligations are deemed essential, the compliance of which make the orderly execution of the contract possible at all and on the fulfillment of which the Buyer regularly relies and may rely.
9.2    In the event of liability according to clause 91. and a liability without culpability, the Vendor shall be liable for the typical and foreseeable damage only. The assertion of useless expenditures by the Buyer shall not be admissible.
9.3    For damage resulting for delays, the Vendor shall be liable in case of slight negligence to an amount of 5 % of the net order value only.
9.4    The Buyer shall decide about the use of the delivered goods or other services at his own
 
responsibility. In so far as the Vendor has not confirmed in writing specific qualities and aptitudes of the products for a contractually determined purpose of use, an assessment regarding the application shall be non-binding in any case. Also, the Vendor shall be liable for a realized or omitted assessment only pursuant to clause 9.1 which does not refer to the aptitudes and usability of the delivered product.
9.5    The legal disclaimer according to clause 9.1 thru 9.4 shall apply to the same extent in favor of organs, legal representatives, managing staff and staff without managing functions and other agents of the Vendor.
9.6    All claims for damages and reimbursement of expenses against the Vendor shall lapse within 12 months following the delivery of the commodities, in the case of the contractor's acknowledgement or in the case of grossly negligent ignorance of the circumstances justifying the claim or the person liable to pay damages. This shall not apply in the case of intent and the cases mentioned in clause 9.7.
9.7    The stipulations of the clauses 9.1 thru 9.6 as well as 7.1 shall not apply in the case of strict liability, if there is a violation of life, the body or the health, in the case of an assumption of a warranty of quality or in the case of fraudulent concealment of a defect.


10.    Retention of title
10.1    The deliveries will be provided subject to the retention of title. The delivered goods shall remain the Vendor's property until the full payment of all claims from the business relationship including all accessory claims. The Buyer must neither pledge the reserved goods nor assign them by way of security. The Buyer undertakes to inform the Vendor promptly in writing about third party-intervention.
10.2    If the Buyer is in default of payment, the Vendor shall be entitled to withdraw from the contract according to the statutory regulations and to request the commodities back from the Buyer due to the retention of title and the withdrawal. If the Buyer does not pay the due purchase price, the Vendor may assert these rights only if he has unsuccessfully given the Buyer a suitable deadline for payment beforehand or if such a deadline is dispensable according to the statutory regulations.
10.3    Neither the withdrawal nor the attachment of the reserved property represents a withdrawal from the contract unless this is explicitly expressed. The prerequisites for withdrawal shall remain unaffected. The costs caused by the withdrawal and attachment of the reserved property shall be borne by the Buyer.
10.4    The Buyer is entitled to connect the reserved goods with goods of third parties within the frame of normal commercial transactions. In such a case, the Vendor acquires co- ownership in the new goods generated by this connection in proportion to the value of the goods connected with each other or newly made. The same shall apply for the case of intermixture.
10.5    Already now the Buyer will transfer the co-ownership in the goods, provided the Buyer's goods are to be considered as main goods. If the Buyer sells the connected or newly made goods, in which the Vendor holds a title, he already now assigns the purchase price claim vis-à-vis the third party in proportion of the value of co-ownership of the Vendor and
 
entitles him to collect the claim in his own name, even in case of a purchase of the company. The Vendor accepts the assignment.
10.6    If the item to which title is reserved is processed to become a new item, the Vendor shall be deemed the processing party and the Buyer as commissioned by him.
10.7    The Buyer is entitled to sell the goods to third parties within the frame of normal commercial transactions. Already now he assigns all claims towards third parties from the sale to the Vendor as a security (extended retention of title), even in case of a purchase of the company. The Vendor accepts the assignment. Regardless of the Vendor's authorization to collect the claim himself, the Buyer shall remain authorized and obligated for collecting the claim vis-à-vis third parties. This right shall automatically cease in case the Buyer discontinues his payments.
10.8    If the realizable value of the security exceeds 110 % of the secured claim, the Vendor will release the excessive part of securities as chosen by him upon request by the Buyer.


11.    Defence of insecurity
If it becomes recognizable to the Vendor that a claim for counter-performance is at risk due to missing capability on the Buyer's part, he will be entitled to refuse the service for which he is responsible until the counter-performance has been effected or security provided.


12.    Passing of risk
12.1    Forwarding shall be upon request and at the cost of the Buyer. The risk of accidental loss or deterioration of the goods as well as the risk of delay shall pass to the Buyer even in case of a freight-paid delivery at the moment of dispatch of the goods to the forwarder, the carrier or the person or institution otherwise determined to provide for the forwarding of the goods.
12.2    Unless otherwise agreed in writing, the goods will be forwarded by a forwarding possibility chosen by the Vendor and at the risk of the Buyer.
12.3    If the transport is provided by the Vendor's staff, they shall be liable only according to the prerequisites of clause 9 of the present terms and conditions.


13.    Deliveries
13.1    The Vendor will deliver the ordered goods to the Buyer within the Buyer's respective hours for accepting the goods. In this connection, arrival of the supplier within the goods acceptance hours shall be deemed as delivery within the goods acceptance hours.
13.2    If delivery delays for reasons not due to the Vendor, the Vendor shall not be liable for any damage caused to the Buyer as a result of the delay.


14.    Default of acceptance
14.1    If the Buyer does not accept single deliveries or partial deliveries offered to him in an orderly manner or if he fails to act in cooperation, the Vendor may set the Buyer an adequate deadline for acceptance. In this connection the Vendor shall be entitled to even make partial deliveries to a reasonable extend.
14.2    The Buyer shall bear all costs in connection with the refusal of acceptance, in particular storage costs. If the Buyer has not accepted the goods within the deadline the Vendor shall be entitled to withdraw from the contract and demand compensation for damage caused by non-compliance.
14.3    For this case, the Vendor is entitled to flat-rate claim for damages vis-à-vis the Buyer to an amount of 10 % of the not accepted delivery. The Vendor maintains the right to prove that he suffered a higher damage; the flat rate is to be offset against further monetary claims. The Buyer is entitled to prove that the Vendor did not suffer any damage at wall or a considerably less damage than indicated in the preceding flat rate.


15.    Right of retention/Offsetting
15.1    The Buyer shall be entitled to offsetting only if his counterclaims are legally determined claims expressly acknowledged by the Vendor or claims that are ready for decision; this shall not apply for counterclaims from the same contract relationship. The Vendor reserves the authorization of offsetting even for the case that the reciprocal claims are quoted in different currencies.
The conversion rate shall be the officially set mean buying and selling rate fixed on the Frankfurt Stock Exchange on the day of the declaration of set-off.
15.2    The Buyer has a right of retention only if his counterclaim is legally determined, undisputed, acknowledged or if the deficiency in the commodity is obvious; this shall not apply for counterclaims from the same contractual relationship. The Buyer shall have a right of retention only in so far as the retained amount is proportionate to the deficiencies and presumable costs of rectification.


16.    Packaging

16.1    Packaging will be taken back exclusively in accordance with the provisions of the Packaging Ordinance. The costs of taking back the packaging shall be borne by the Buyer.
16.2    Packaging bearing the Green Dot will not be taken back by the Vendor.
16.3    The Buyer can return transport packaging at the place of performance. Returned transport packaging must be reusable if destined for reuse as in the case of pallets. Transport packaging not destined for reuse and which have become unusable for reuse must be sorted clean, free from foreign substances and by types. Otherwise the Vendor shall be entitled to charge the Buyer with the additional costs resulting for disposal.
17.    Assignment
The Vendor is entitled to assign his claims.
18.    Trademarks
The Vendor's trademark is a protected trademark and is subject to trademark-, brand- and patent law protection. In so far as trademarks are partly used without a corresponding labeling, this does not mean that they are free of signs. The good reputation and the esteem of the trademark must not be impaired. The Buyer must omit anything which might have a negative effect on the Vendor's reputation and name as well as his trademarks. If the Buyer acts contrary to the preceding provisions the Vendor shall be entitled to demand damages.


19.    REACH-clause
If the Buyer informs the Vendor about the use according to article 372 of the Regulation (EC) No. 1907/2006 (REACH regulation), which requires an updating of the registration or the chemical safety report or which causes another obligation according to the REACH regulation, the Buyer shall reimburse the Vendor all verifiable expenses. The Vendor shall not be liable for delivery delays caused by the publication of this use and the compliance
with the corresponding obligations according to the REACH-Regulation by the Vendor. If for health or environmental protection reasons the Vendor is not able to incorporate the identified use and if the Buyer despite the Vendor's advice intends to use the goods in the way the Vendor had dissuaded from, the Vendor may withdraw from the contract.


20.    Place of performance/Legal venue
20.1    The place of performance is Landscheid.
20.2    The legal venue for all legal disputes in connection with the deliveries of the Vendor, provided the Buyer is a merchant in accordance with the German Code of Commercial Law, a legal entity under public law or a separate estate under public law and always if the Buyer does not have a sole legal venue within the domestic territory or has relocated his residence or usual residence outside the domestic territory or the residence is not known. However, the Vendor is also entitled to take action at the general legal venue of the Buyer.


21.    Applicable law
The law of the Federal Republic of Germany shall apply exclusively. If the Buyer's official seat is outside of Germany, the CISG ("UN sales law") shall apply with the following special regulations:
•    Contract modifications or cancellations require the written form. This shall also apply for provisions about the abandonment of this written form agreement.
•    In the case of delivery of non-conforming goods, the Buyer shall be entitled to cancel the contract or make replacement deliveries only if claims for damages against the Vendor are excluded or it is unreasonable for the Buyer to utilize the non-conforming goods and to claim the remaining damages. In these cases, the Vendor is authorized to eliminate the deficiencies in the first instance. If the elimination of deficiencies fails or if it leads to an unreasonable delay, the Buyer may choose to declare the cancellation of the contract or to request replacement delivery. The Buyer shall be entitled to do so also if the elimination of deficiencies causes unreasonable inconveniences or uncertainty with respect to the reimbursement of possible expenses of the Buyer.


22.    Data protection
According to §§ 33, 28 Federal data protection law, the Vendor points out that all customer- and supplier-related data will be stored by the Vendor by the help of the electronic data processing.

23.    Partial invalidity
If individual provisions of these General Terms and Conditions are or become ineffective, the validity of the remaining provisions of this agreement shall remain unaffected thereby. The ineffective provision shall be replaced by a provision that comes closest to the intended economical purpose.


24. Prevailing German version

These General terms and conditions shall be interpreted according to German interpretation of law. If the legal meaning of a translation deviates from the German legal meaning, the German legal meaning shall have precedence.

Dated: May 2019

suki.international GmbH, Suki – Str. 1, DE - 54526 Landscheid – www.suki.com

 

 

Standard Terms and Conditions of Purchase

 

1.    General and Exclusivity clause

1.1    Unless otherwise expressly individually agreed in writing, our orders shall be effected exclusively on the basis of our Standard Terms and Conditions of Purchase. They form an integral part of the order and shall be approved by you as soon as being accepted. Differing conditions shall not become a part of the contract even if we do not expressly object thereto.
1.2    If the delivery or service is received without our express objection, this shall not imply in any case that we have accepted the delivery and service conditions, neither in part. The same shall apply for our unconditional payments.
1.3    Our Standard Terms and Conditions of Purchase in the respectively latest version shall also apply for all future contractual relationships with you, even if they have not been expressly agreed upon once again.
1.4    Our Standard Terms and Conditions of Purchase shall apply vis-à-vis businessmen only as provided for in § 14 German Civil Code (BGB).


2.    Orders, Conclusion of contract, Changes and Prices

2.1    All correspondence must include our order number.
2.2    Only those orders which are submitted in writing by our procurement/scheduling departments shall be legally binding. Orders which are placed orally, by phone or by conclusive behavior shall require the subsequent written confirmation by the procurement/scheduling departments to become legally valid. The same shall apply to verbal subsidiary agreements, modifications of the contract and to the cancellation of the requirement of written form.
2.3    If you do not accept our order within 5 working days after receipt in writing by signing it on the duplicate of our order, we shall be entitled to revoke resp. modify the integral parts of the contract offered at any time and free of cost.
2.4    We shall also be entitled to request modifications of the object of delivery resp. of the service agreed even after the conclusion of the contract to the extent that such requests are reasonable for you. In case of such a contract modification, both parties shall agree on appropriate effects in particular with respect to increased- or decreased costs as well as the delivery dates.
2.5    You shall not be entitled to pass on the order or integral parts of the order to Third Parties without our prior written consent. The consent must not be refused without good reason.
2.6    Orders, call-offs as well as modifications and amendments thereof may also be provided by means of remote data transmission or by machine-readable data carriers.
2.7    If no prices are specified in the order, your current list prices shall apply with the customary deductions.
2.8    The prices agreed are fixed prices and shall exclude additional claims of any kind. Costs for packaging and transport up to the unloading of the goods at the point of use indicated by us shall be included in these prices. The type of pricing shall not affect the agreement on the place of performance.


3.    Costs for quotations and visits

Principally in our inquiries we will request you to submit a binding quotation to us free of cost. We shall not grant any remunerations for visits or for the preparation of quotations and projects unless they have been expressly confirmed by our procurement/scheduling department in writing in advance.


4.    Packaging, Transfer of risk, Delivery and Force Majeure

4.1    The goods need to be packed by you in a manner which is suitable to avoid transport damages. Packaging material is to be used to the extent only which is needed to achieve this purpose. Only environmentally friendly packaging material may be used
4.2    If by way of exception we are invoiced packaging material separately, we shall be entitled to return to you packaging material which is in good state free of freight charges against a remuneration of 2/3rd of the value resulting from the invoice. Your obligation to take the packaging back shall be based on the legal provisions
4.3    Shipping shall be carried out at your risk. The risk of any deterioration including the accidental loss shall remain with you until the goods have been handed over at the place of use requested by us.
4.4    The agreed delivery dates shall be binding. If a calendar week is agreed as delivery date, the last date shall be Friday of the said week.
4.5    The decisive for a compliance with the delivery date or delivery period shall be the receipt of the goods at the place of receipt or use determined by us or the timeliness of successful receipt.
4.6    You may only invoke failure by us to submit any necessary documents if you had requested such documents by way of a reminder in writing and had not received them within a reasonable period of time.
4.7    Force majeure and labor disputes shall release the parties to the contract from their performance obligations for the duration of the disturbance and to the extent of their effect. The parties to the contract shall undertake within the scope of what is reasonable to promptly provide the required information and to adapt their obligations to the modified conditions in good faith and to the best of their abilities. We are completely or partially released from the obligation to accept the ordered delivery/service and entitled in this respect to withdraw from the contract if, owing to the delay caused by force majeure resp. the labor dispute, the delivery or service is no longer usable by us, taking into account economic aspects.
4.8    If the delivery is made earlier than agreed we shall reserve the right to return the shipment at your expense. If the goods are not returned in the event of early delivery, we shall store them until the agreed delivery date at your expense and risk. We reserve the right to withhold payment for early deliveries until the agreed due date.
4.9    We will accept partial deliveries only if expressly agreed. The remaining quantity must be listed in case of agreed partial shipments


5.    Claims in case of delay

5.1    If you see that an agreed upon date cannot be met for whatever reason you need to inform us promptly in writing and state the reasons and the presumable duration of the delay. At the same time, you undertake to do whatever is necessary to minimize the delay as much as possible and, upon written coordination with us, to possibly realize the contract by another contract partner at the same conditions.
5.2    If the agreed delivery date is not met due to circumstances caused by you, then we shall be entitled to full statutory claims. In particular, you are obliged to compensate us for any indirect and direct damages resulting from delay.
5.3     In the case of delay, we shall be entitled to claim 0.3 % of the net order value per calendar day during the period of delay as a contractual penalty. The total amount of the contractual penalty is limited to max. 5 % of the respective net total order value. Even if we accept your late delivery without reserve, we may nevertheless claim the contractual penalty from you. The contractual penalty will be directly charged by way of debit note according to a rhythm to be determined by us.

6.    Documents and Samples

The dispatch of any supporting documents and samples shall be at your risk. The documents (e.g. drawings, formulas, samples, etc.) need to be promptly returned to us at your expense (i.e. if they are no longer needed for the performance of the order/s).

7.    Invoices and Payments

7.1    Invoices need to be rendered in duplicate and submitted to us complete with all the associated documents and data upon completion of the delivery/service separately and in an appropriate form by separate mail and separate from the respective shipment. The turnover tax needs to be shown separately in all invoices. You need to ensure the requirements of a properly prepared invoice in the respectively statutory form and content. Improperly submitted invoices (i.e. not correct, not complete, not orderly, not verifiable and not received) shall only be deemed to have been received by us once correct. All invoices need to contain the order reference resp. order number determined by us. You can recognize them by their initial number 4500xxxxxx or 4700xxxxx.
7.2    Payment shall be made in the standard commercial way, either within 14 days with a 3 % discount or after 30 calendar days net, calculated from the receipt of the consideration, the receipt of the invoice following the provision of the consideration or a later point of time stated by you. Where certifications, e.g. concerning material testing have been agreed upon, these shall form an integral part of the delivery/service and need to be forwarded to us together with the invoice. However, we need to have them on hand 14 days after receipt of the invoice at the latest.
7.3    In the event any goods/services are non-conforming we shall be entitled to withhold the payment proportionately to the value until the contract has been duly performed.
7.4    We shall not be in default until you have sent us a written reminder and if we do not have legitimate reasons for withholding the payment proportionately until the contract has been completely and duly performed.
7.5    In the case of advance payments, you shall have to provide an appropriate security upon our request, by means of an unlimited, directly enforceable guarantee of a German bank.
7.6    Any claims against us may not be assigned to Third Parties or collected by them without our prior written consent which shall not be withheld without reasonable cause. In the case of simple retention of title the permission is considered to be granted. However, if you assign your claims against us to a Third Party without our consent, this assignment shall nevertheless be effective. Anyhow however, we will provide service either to the supplier or the Third Party affected with the effect of discharging the obligation.
7.7    Our right of offsetting or of exercising a right of retention cannot be limited. You shall be authorized for offsetting claims with counterclaims or for exercising a right of retention if and to the extent the counterclaim has been determined indisputably or with legal effect only.


8.    Initial examination and Responsibility for defects

8.1.    Obligations of inspection and complaint shall not exist before the full delivery or service has been provided.
8.2.    You allow us to perform our initial examination properly by making spot checks in a reasonable manner resp. check the identity of the delivered object, the weight, the dimension and the appearance directly after the delivery, within 10 working days at the latest. We shall not be obliged to perform technical function tests or other examinations.
8.3.    Defects in delivery found during the aforementioned tests will have to be announced by us promptly, within 10 working days at the latest, hidden deficiencies within a period of 10 working days after having detected them.
8.4    You accept liability for the fact that all deliveries/services shall comply with the latest state-of-the-art knowledge, technology and science, the relevant legal regulations and the provisions and regulations of authorities, professional and trade associations of the Federal Republic of Germany, the EC and the country of destination. Furthermore, you assume liability for the fact that the goods delivered and services rendered comply with our requirements, dispose of the agreed properties and the suitability for the contractually intended use.
8.5    If deviations from these agreements or regulations are necessary in specific cases, you must obtain our written consent to the same beforehand. Your liability for defects shall not be restricted due to this consent.
8.6    If you have any concerns about the nature of the work requested by us, you need to promptly notify us in writing. The documents (e.g. drawings, formulas) will be prepared in accordance with our requirements. You will promptly check the documents for their factual and technical correctness. Possible complaints need to be communicated to us in writing promptly after receipt of the goods. Deviations from our requirements cannot be accepted. You shall be liable for faulty transmission.
8.7    You undertake to use ecologically sound products and procedures in your deliveries/services within the frame of economic and legal possibilities even in case of outsourced supply and supplementary work. You shall be liable for the environmental sustainability of the products and packaging material delivered and for all consequential damage resulting from a breach of statutory disposal obligations.
8.8    Upon our request, you shall prepare a procurement certification for the goods delivered.
8.9    Defects of the delivery/service which are reported during the period of responsibility for defects will have to be eliminated by you promptly and cost-free at request and at our discretion, including all secondary costs, within the frame of subsequent performance by correction/rework or by replacement/new manufacturing.
8.10    After failure of the second attempt at subsequent performance we shall be entitled to the statutory rights without restriction, in particular the rights of rescission, reduction of the purchase price and indemnification instead of the service
8.11    If you culpably do not meet your warranty obligation within a reasonable deadline established by us, we shall be entitled to take necessary steps on our own or to have steps taken by Third Parties in order to eliminate the defect at your cost and risk irrespective of your responsibility for defects liability.
8.12    In urgent cases we may remedy the defects ourselves or have them remedied by Third Parties after your prior written consent.
8.13    The period of the responsibility for defects amounts to 36 months unless expressly agreed otherwise. It starts with the turnover of the delivery item to us or the Third Parties designated by us at the place of use determined by us resp. with the successful receipt (transfer or risk). The limitation period shall extend by the duration of supplementary performance measures provided by you as of receipt of the deficiency notice for the time until you declare the termination of the measure in writing or reject another supplementary performance in writing.
8.14    The provisions of §§ 445a, 445b, 478, 479 of the German Civil Code on recourse in the chain of suppliers shall not be affected thereby.
8.15    You shall also be liable for compensation of direct or consequential damages pursuant to the statutory provisions.


9.    Product liability, Recall and Quality assurance

9.1    If our clients or third parties claim compensation for damages from us for product liability, irrespective of for which domestic or foreign legal basis, you shall exempt us from such claims – including the associated costs required for a legal defense -, insofar as you caused the damage and – when applying fault-based law – you are responsible for the circumstances underlying the liability.
9.2    Within the frame of liability pursuant to paragraph 1 you shall also be obliged to reimburse necessary and reasonable expenses which result from the fact that the delivery item is not secure, in particular for a callback; a potential contributory negligence by us needs to be taken into consideration.

9.3    If a contracting party has reason to assume that a callback action is needed due to their product, he shall have to communicate his reasons to the other contracting party at once as well as surrender the documents to him which support his point of view. The other contracting party must promptly comment on these assumed reasons and a possible callback action. If the contracting parties do not reach agreement on the necessity of a callback action, the scope or the payment of costs, a contracting party may set a date for an immediate common meeting, which must be attended by staff with decision-making competence of both contracting parties. If any of the contracting parties acts contrary to this time schedule, he cannot invoke the fact vis-à-vis the other party that the callback action had been objectively necessary resp. not necessary unless the other party has recklessly or intentionally disregarded this.
9.4    If we are exposed to measures of the market surveillance authorities, e.g. pursuant to the Product Safety Act, you shall transfer all information to us and provide any assistance we need in order to ward off the corresponding measures of the authorities. You will not be reimbursed possible costs or expenditures.
9.5    Other statutory claims shall remain unconsidered.
9.6    You shall mark delivery objects in such a way that they are permanently recognizable as your products.
9.7    You shall have to carry out a quality assurance which is suitable in kind and scope and which incorporates the latest available technological advances and prove them to us without request. Insofar as we consider it to be necessary, you shall have to enter into a corresponding quality assurance agreement with us.
9.8    Furthermore, and at least for the duration of the business relation, you will insure yourself against all risks from the product liability including the risk of callback to a suitable amount and submit the insurance policy and payment documents to us for review upon request.


10.    Insolvency and Withdrawal

10.1    If you stop payments or if insolvency proceedings against your assets or a judicial or extrajudicial settlement proceedings is filed, we shall be authorized to withdraw from the contract completely or in part.
10.2    If the withdrawal from the contract results from a breach of duty caused by you, the services performed up to this date will be settled at contractual prices to the extent only to which we will be able to use them as planned. The damage caused to us will be considered at the time of settlement.


11.    Reservation of proprietary rights

11.1    You shall be entitled to the reservation of property requested to you if it expires as a result of the payment of the remuneration agreed for the delivered object (goods subject to retention of title) and we are authorized to sell the reserved goods within the frame of an orderly course of transaction.
11.2    To ensure further processing and resale instead of the retention of title and in case that a retention of title is effectively agreed according to paragraph 1, we hereby assign to you the claim to our purchaser– which we are entitled to resulting from the further sale of the object produced by using the goods subject to retention of title- to the amount of the invoice value of the goods subject to retention of title respectively delivered to you. If the claims to our purchaser are included in a current account, the assignment refers to the corresponding part of the balance including the final balance from the current account.
11.3    Already herewith, you assign the claims assigned to us in paragraph 2 back to us, namely, subject to the condition precedent, that we shall pay the remuneration invoiced for the respective goods subject to retention of title.
11.4    We shall be entitled to collect claims assigned to you. A revocation of the entitlement shall be effective only if we cease to comply with payment obligations resulting from the business which is the basis of the delivery of the respective goods subject to retention of title. Under this condition you may also request us to disclose the assigned claims and the debtor to you and notify the debtor of the assignment or that we ourselves provide for the notification.

12.    Tools and formulas

12.1    All services among others molds, tools, reproductions, drawings, samples, formulas, packaging, dies, photos, printing plates, layouts, technical delivery conditions and similar, which have been provided and paid at our expense, respectively have been turned over to you by us, shall pass into our property at the time of manufacture respectively shall remain in our property and possession. They need to be stored, maintained, kept in good condition and to be protected by you free of charge. Upon request, they are to be turned over to us without the assertion of any rights of detention. In the event of incorrect documents (e.g. photos, drawings) you shall need our prior written consent before you may charge costs for resulting need for corrections which have not been caused by you.
12.2    The unrestricted and unlimited right of use lies exclusively with the Client. Thus, it is not allowed to use the product on your own, to pass it on to third parties free of charge, nor to sell it to third parties wholly or in parts. In the individual case, the express written consent by our management shall be needed beforehand. This shall apply for all legal acts with effect from today in the future.
12.3    Services provided according to our documents among others such as molds, tools, reproductions, drawings, samples, formulas, packaging, dies, photos, printing plates, layouts, technical delivery conditions and the same may be exclusively produced for us and delivered to our company, unless we expressly agree in writing with a delivery to Third Parties.

13.    Secrecy and Client protection

13.1    All technical data and not obvious commercial and technical details which you come to know as a result of the business relation with us must be kept secret by you. They may be used only when performing our orders and they may be made accessible to those employees only whose employment in the execution of the order is required pursuant to your business conditions. You shall oblige these employees to keep all details strictly confidential according to sentence 1.
13.2    In case of any infringement you shall be obliged to pay a contractual penalty to the amount of the respective net order value, the same with the exclusion of continuing relationship. We reserve the right to assert further claims.
13.3    You shall not be authorized to use any knowledge from the business relationship with us such that you contact our clients directly or poach them.
13.4    Possible subcontractors must also be informed of the obligations of the preceding paragraphs.


14.    Proofs of origin

You undertake to turn over the necessary documents concerning the origin of the goods to us upon request and shall be liable for their correctness.


15.    Industrial safety and Health protection and Minimum wage law  

15.1    You must observe all valid regulations on the industrial safety and health protection, the working conditions and environmental protection as well as for the laws and provisions valid in this connection and you must ensure that all of your employees and subcontractors observe these regulations, laws and provisions.
15.2    Furthermore, you undertake to comply with all obligations resulting to you from the minimum wage law. In addition, you undertake to employ those subcontractors only who have committed to you to comply with all of your obligations resulting from the minimum wage law. When requested by us you shall undertake to provide corresponding evidence of compliance with the minimum wage law. You shall undertake to exempt us from all claims and costs resulting from demands pursuant to § 13 of the minimum wage law due to payment of minimum wages to own staff or employees of the subcontractor. In the case of non-compliance with the obligations from the minimum wage law by your side we shall, in addition, be entitled to terminate the contract on an extraordinary basis and without notice, for an important reason.

16    REACH-Regulation

16.1    You undertake to comply with REACH (Regulation EC No. 1907/2006). You are obliged to have all substances delivered to us (pre-) registered by yourselves or by pre-suppliers to the extent you have obligations according to REACH. If you are not subject to registration according to REACH yourselves, you shall oblige your pre-suppliers to comply with their obligations according to REACH. You undertake to transmit all information and documents required due to REACH to us within the terms provided for in REACH resp. to promptly forward the information of your pre-suppliers to us. In addition, you undertake to always review and ensure the completeness and up-to-dateness of your information and documents.
16.2    In case we are held liable by clients, competitors or authorities for breach of REACH-regulations which are due to your products we shall be entitled to request exemption from these claims or compensation for damage caused by the non-existence of the REACH conformity.


17.     Data protection

Within the frame of the business relationship, the contracting parties shall be entitled to collect, save, change, process and pass on data about the business partner to third parties in accordance with the Federal Data Protection Act


18.    Applicable law

18.1    Exclusively the law of the Federal Republic of Germany shall apply.


19.    Place of performance and Legal venue

19.1    Unless expressly otherwise agreed, the place of performance for the delivery obligation shall be the place of use determined by us, for all of the other obligations of both parties, the place of performance will be our business seat.
19.2    If you are a merchant, the court competent for our company's registered office shall be responsible for both parties. However, we shall also be entitled to bring legal action against you at your general legal venue.
19.3    These general terms and conditions of purchase are to be interpreted according to German law. In case of deviations between the German version and a translation, the German version shall have priority.


20.    Partial ineffectiveness

If individual parts of these general terms and conditions of purchase are or become legally ineffective, the effectiveness of the other conditions shall not be impaired by this. An ineffective stipulation will be replaced by an effective regulation that comes closest to the ineffective stipulation with respect to its economic result.



ajustlock
Magnodur