General Terms and Conditions of Business and Delivery
of PLEXIPLUS GmbH, Kunststofftechnik + Design
Application and Scope
(1) The following terms and conditions shall apply exclusively to our deliveries and other services. Deviating agreements and/or deviating terms and conditions of the contractual partner shall only become binding if we expressly confirm them in writing.
(2) These terms and conditions shall be deemed to have been accepted without reservation at the latest upon acceptance of our goods or other services by the contractual partner, even in the event of his prior objection.
(3) If our contractual partner is a merchant or a legal entity under public law, our terms and conditions shall apply, even if the text is not sent to our contractual partner again in subsequent offers or order confirmations within the scope of an ongoing business relationship.
Conclusion of Contract, Withdrawal
(1) Our offers are always subject to change and non-binding. The prices stated in our offers are ex works excluding packaging, freight, insurance and other shipping costs. They are calculated subject to the proviso that the underlying order data remain unchanged. Our prices for business customers do not include value added tax.
(2) Conclusions of contracts and other agreements shall only become binding upon our written confirmation or confirmation by telex or upon our delivery/service. Verbal collateral agreements or assurances that go beyond the written contracts always require our written or telex confirmation to be valid.
(3) Samples, drafts and similar preparatory work initiated by the contractual partner shall be charged for.
(4) Subsequent changes at the instigation of the contractual partner will be charged to the contractual partner, including the organizational expenses incurred by us as a result.
(5) In the event of the provision of larger quantities of materials, special materials or other advance services, advance payment may be required.
(6) If the contractual partner withdraws from the order placed or from part of this order, it shall reimburse us for the loss of profit and the costs incurred.
(7) If the fulfillment of the payment claim is endangered due to a deterioration of the financial situation of the contractual partner which has occurred or become known after conclusion of the contract, we may demand advance payment and immediate payment of all outstanding invoices, including those not yet due, withhold goods not yet delivered and stop further work on orders still in progress.
(8) The contractual partner shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of his order. He shall indemnify us against all claims of third parties due to such an infringement.
(9) The operating items used for the manufacture of the contractual product, in particular necessary auxiliary materials, tools, molds, etc., shall remain our property, even if they are invoiced separately, and shall not be delivered.
Delivery, Dispatch, Transfer of Risk, Default in Acceptance, Breach of Contract
(1) The delivery dates stated by us regularly indicate the expected delivery date, which we shall endeavor to meet. In the event of non-compliance with a delivery date that has been expressly promised in writing, the contractual partner shall be entitled to set us a reasonable period of grace in writing. If the delivery deadline is not met by the end of the grace period, the contractual partner shall be entitled to withdraw from the contract. Claims for damages by our contractual partner are excluded, unless delay or impossibility are due to intent or gross negligence.
(2) Unforeseen events such as operational disruptions – both in our company and in that of a supplier – industrial disputes, shortage of raw materials, official decrees, traffic disruptions, war, riots and all other cases of force majeure shall release us from our delivery obligation for the duration of the disruption and to the extent of its effects. Events of this kind entitle us, if the hindrance is not terminated within a reasonable period of time, to withdraw from the contract to the exclusion of any claims for compensation.
(3) Packaging and shipping costs shall be borne by the contracting party. All shipments travel at the risk of the contracting party, even in the case of carriage paid delivery, such as by company-owned vehicles. The conclusion of a transport insurance is left to the contract partner. 4.
(4) Goods reported ready for dispatch must be called off immediately. If this does not happen, we are entitled to store them at the expense and risk of the contracting party and to invoice them as delivered ex works. The contractual partner’s obligation to take delivery shall remain unaffected. 5.
(5) In the event of breaches of contractual or pre-contractual obligations by us, we shall only be liable in the event of intent or gross negligence. Our liability shall be limited, if necessary, to additional expenses for a covering purchase.
(6) Breaches of contract by the contractual partner shall entitle us, subject to further claims, to discontinue any delivery to him as well as further work on orders still in progress or to withdraw from the contract.
Retention of Title
The goods remain our property until full payment of our claims. In the event of processing, combination or mixing of the reserved goods supplied by us with material which does not belong to us, we shall acquire co-ownership of the new item in proportion to the value of our goods. In these cases, our contractual partner shall be deemed to act as administrator for us to this extent. The contractual partner shall only be entitled to resell the goods in the ordinary course of business as long as he meets his obligations towards us and does not suffer any financial collapse. However, extraordinary dispositions such as pledging, transfer of ownership by way of security, etc. shall not be permitted. In the event of resale, our contractual partner shall assign to us the claims arising for him from the goods owned or co-owned by us against his customers in the amount of the value of our goods subject to retention of title until full payment of our claims with all ancillary rights. The customer shall notify us immediately of any access by third parties to the goods owned or co-owned by us.
Payment
(1) the invoice shall be issued under the date of delivery, partial delivery or readiness for delivery (debt to be discharged by the customer, default of acceptance).
(2) unless otherwise expressly agreed, the invoice amount shall be paid in cash without deduction upon acceptance of the goods/services.
(3) The contractual partner may only offset undisputed or legally established claims or exercise a right of retention only in respect of such claims which are based on the same contractual relationship.
(4) In the event that an agreed payment date is exceeded, we reserve the right to charge interest on arrears at a rate customary in banking for short-term loans as well as reminder costs and processing fees of at least 6 euros per reminder.
(5) any discount will only be granted if due invoices are no longer outstanding. Invoices under 100 Euro are in any case due for payment immediately net.
(6) bills of exchange will only be accepted after special agreement.
(7) in all other respects the respectively agreed terms of payment shall apply.
(8) minimum invoice amount 30,- Euro net value of goods.
Warranty, Complaints
The processing of our products shall be at the risk of the contractual partner. Our technical application advice is non-binding and does not release the contractual partner from testing our products for their suitability for his purposes. We do not assume any liability for warranties and guarantees for end products manufactured from our products by our contractual partner. We shall only be liable for deviations in the quality of the material used up to the amount of our own claims against the respective supplier. Deviations within the usual limits for the production and processing of plastics do not entitle to complaints or price reductions. Damage due to force, overstraining and improper handling shall be excluded from the warranty. Unauthorized reworking shall result in the loss of all claims for defects. Notices of defects can only be considered if the contractual partner has notified us in writing immediately after receipt of the goods, in the case of hidden defects immediately after discovery within the limitation period. If our contractual partner fails to notify us or if the goods are processed or consumed by him, the goods shall be deemed to have been approved. In the event of a material defect notified in due time, which is inherent in the manufacture of the goods and which demonstrably did not arise after the goods were shipped, we shall, at our discretion, remedy the defect free of charge and/or provide a replacement delivery. The contractual partner shall grant us the necessary time and opportunity to remedy the defect. If rectification or replacement is not possible, fails or is not provided by us or not provided within a reasonable period of time, we shall be obliged to rescind the contract or reduce the purchase price. The warranty does not entitle the customer to withhold payments.
Defects in a part of the goods delivered in parts shall not entitle the customer to complain about the entire delivery. Our contractual partner shall only be entitled to claim damages for defective delivery if the defect is due to intent or gross negligence on our part. This exclusion of liability shall also apply to all consequential damages.
Place of Performance, Place of Jurisdiction, Applicable Law, Validity
(1) The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship as well as for actions on bills of exchange and checks shall be our registered office in Wuppertal.
(2) The contractual relationship shall be governed exclusively by German law.
Should one of the provisions in our General Terms and Conditions of Business be invalid in whole or in part, a provision shall be deemed to have been agreed in its place which comes as close as possible to the meaning of the invalid provision and to the consideration of the legitimate interests of both contracting parties in a legally effective manner.
Status: January 2023
