Conditions of delivery and payment

Applicability

  1. The order confirmation determines the type and scope of the delivery. The terms and conditions of delivery and payment hereinafter shall be authoritative for each delivery to be carried out by the supplier. Any verbal subsidiary agreements shall only become operative with the supplier’s written confirmation.
  2. Should individual provisions be or become inoperative, the other terms and conditions of these General Standard Terms and Conditions shall not be affected by it. The invalid provisions shall be replaced with new agreements formulated in writing before carrying out the order. The order shall be legally valid and the delivery periods shall only commence after both business partners sign the new versions.

Payment

  1. The orderer shall pay 50% of the price when ordered and 50% net after receipt of the outfall samples without deducting a cash discount for tools (moulds).
  2. The supplier grants 2% cash discount for finished goods if it is paid within 8 days from the invoice date. The price of delivery shall be paid net within 30 days from the invoice date.
  3. Prices apply ex works excluding freight, customs and packaging. Packaging shall be charged at cost price.
  4. All payments shall be made to the supplier, although not to representatives.
  5. The legal provisions and the agreement in conformity with them shall apply to deliveries abroad.
  6. If a substantial change occurs in the orderer’s financial circumstances or if this comes to light subsequently, the supplier shall be entitled to amend the terms and conditions of payment accordingly.

Reservation of title

  1. Deliveries shall remain the supplier’s property until all of claims that the supplier is entitled to against the orderer have been met, even if the purchase price has been paid for particularly designated demands. With an account current, the conditional ownership of the deliveries (conditional commodity) shall be deemed collateral for the supplier’s balance account.
  2. The orderer shall do development and further processing excluding the acquisition of ownership pursuant to Section 950 of Bürgerliches Gesetzbuch (German Civil Code) on behalf of the supplier; it shall remain the owner of the thing thus created that functions as the conditional commodity for securing the supplier’s claims pursuant to 1.
  3. If the orderer processes it (connecting/mixing) with other goods not belonging to the supplier, the provisions of Sections 947 and 948 of Bürgerliches Gesetzbuch (German Civil Code) shall apply which has the consequence that the supplier’s co-ownership of the new thing shall now be the conditional commodity as defined by these terms and conditions.
  4. The orderer shall only be allowed to further sell the conditional commodity in normal business under the condition that it also agrees reservation of title with the customer pursuant to 1 through 3. The orderer shall not be entitled to further dispose of the conditional commodity, in particular pledging or transfer of ownership by way of security.
  5. In the event of the thing being further sold, the orderer shall herewith now assign the demands and miscellaneous claims accruing against its customers from further sale with all of the subsidiary rights to the supplier until all of the supplier’s claims have been met. At the supplier’s request, the orderer shall be obliged, to give the supplier all of the information and hand over the documents needed for asserting the supplier’s rights towards the orderer’s customer.
  6. If the orderer resells the conditional commodity pursuant to the agreement in conformity with 2 and/or 3 or together with other goods not belonging to the supplier, said assignment of the purchase price demand pursuant to 5 shall only apply to the amount of the invoice of the supplier’s conditional commodity.
  7. If the value of the collateral existing for the supplier is 10% in excess of its overall demands, the supplier shall be obliged to release collateral at the orderer’s request and to this extent at the supplier’s choice.
  8. The supplier shall be notified of any levy of execution or attachment of the conditional commodity by a third party without delay. Any resulting costs of intervention shall always be at the orderer’s expense.

Moulds and tools

  1. Injection moulding or miscellaneous tools produced by the supplier itself or by a third party on its order shall always be its property taking the supplier’s engineering performance into consideration, although they shall be used exclusively for the orders of the orderer. The prerequisite of any other utilisation shall be an express agreement between the supplier and orderer. The orderer shall be obliged in mutual agreement to actually purchase the quantities of plastic parts to be produced that are based on the calculation for manufacturing costs for the moulds within 3 years. Furthermore, the orderer shall be obliged to pay the costs of producing the moulds as an advance disbursement.
  2. The supplier shall carefully store and maintain the moulds for repeat orders. It shall not be liable for damage that occurs in spite of proper treatment. It shall only pay the costs of maintenance arising from normal wear and tear to the agreed maximum quantity of yield. Its storage obligation shall expire if no other orders are received from the manufacturer within 2 years after the last delivery.
  3. The supplier shall not be obliged to accept subsequent orders and it shall not be committed to the prices agreed with the first or a previous order.
  4. In the event that the orderer does not pay the goods supplied to it or not in due time, the supplier can continue to use the moulds intended for this order at its discretion even without the orderer’s consent.
  5. The customer has to pay the actual costs of the tools in conformity with the subsequent calculation, however at least a compensation of 100% if tools are deducted (pro rata tool costs are billed at 82.5%).
  6. The aforementioned provisions on moulds shall not be applied if they are moulds belonging to the orderer.

Industrial property rights

  1. Provided that the supplier has to supply objects according to drawings, models or samples handed over to it by the orderer, the orderer shall assume the warranty to the supplier that industrial property rights are not violated by manufacturing and delivering said objects.
  2. Provided that a third party restrains the supplier from producing or delivering objects produced according to the orderer’s drawings, models or samples appealing to industrial property rights belonging to it, the supplier – without being obliged to examine the legal foundation - shall be entitled to cease production and delivery and demand compensation for the costs expended – excluding all of the orderer’s claims to compensation for damage.
  3. The orderer obliges itself to exempt the supplier from claims to compensation for damage of third parties without delay. The orderer has to pay an appropriate advance disbursement at the supplier’s prompting for all direct and indirect losses arising from violating and asserting any industrial property rights.
  4. Any samples or drawings sent in shall only be sent back at request. If an order does not materialise, the supplier shall be permitted to destroy samples and drawings 3 months after submitting the tender.
  5. Reinforcement parts

  6. If the orderer supplies reinforcement parts such as metal components to be pressed in or injected, it shall be obliged to deliver them at no charge and ex works of the supplier in due time and at a volume surcharge of 10% for any rejects, in faultless procurement and in quantities that make uninterrupted processing possible for the supplier.
  7. If reinforcement parts are not delivered in due time, in insufficient quality or in insufficient quantities, the orderer shall be obliged to reimburse any additional costs accrued. In these cases, the supplier reserves itself the right to interrupt production and only resume it again at a later point in time.

Delivery period

  1. The delivery period shall commence after the receipt of all documents required for carrying out the order and the agreed down payment. If the orderer has to supply reinforcement parts, the delivery period shall not commence before they are received.
  2. The delivery period specified in the tender can generally be complied with if the order is immediate; it shall only be precisely established when the order has been received, although it should only be seen as non-binding and approximate in all cases. If there are not any instructions from the orderer, the shipping route and shipping method shall be chosen at best discretion.
  3. Partial deliveries are permissible.
  4. The supplier shall reserve itself the right to deliver as much as 10% above or below the quantities ordered.
  5. If no delivery period is agreed, the supplier shall have the right to demand official acceptance of the goods three months after the day of order confirmation with a 14-day period or to withdraw from the contract hereto and claim compensation for damage. If official acceptance is requested, immediate payment can also be demanded before completing the goods. If the goods are already produced and official acceptance is requested, it shall be stored with the supplier from then on at the orderer’s expense and risk where fair-market costs are applied to warehousing.
  6. Force majeure exempts the supplier from contractual performance for the duration of the impediment; the supplier can withdraw from the contract hereto if it lasts more than 6 months.
  7. Accidents and all other causes that bring about partial or complete discontinuance of work shall also be deemed force majeure such as a lack of materials, a lack of fuel, difficulties in transportation in power supply or shutdowns in one’s own or the supplier’s operation.
  8. If the supplier has not withdrawn from the contract hereto, the orderer shall remain obliged to official acceptance in spite of late delivery.
  9. If the orderer does not accept the entire number of pieces firmly stated in the order, the supplier shall be entitled to charge a 20% low-quantity surcharge.

Passing of risk

  1. Risk shall pass onto the orderer no later than when leaving the supplier’s works even if delivery is freight-free. If there is delay in shipment due to the orderer’s actions, risk shall pass onto the orderer when notification is given that it is ready for shipping.
  2. Any breakage in the goods delivered shall not entitle the orderer to repudiation of contract or diminution of the purchase price. It shall be packaged very carefully. The goods shall be insured against breakage and transport/fire damage at the orderer’s written request and at its expense.
  3. Liability for faults in delivery

  4. The average outfall sample shall be definitive for the quality and workmanship of plastic parts that the supplier has submitted to the orderer for examination.
  5. The orderer shall have sole responsibility for the correct engineering design of injection moulding components and their practical suitability even if it was developed by the supplier.
  6. Notification of defects shall be sent out without delay and no later than within 10 days after receipt of the delivery at the final destination. They shall not cause any amendment to the agreed terms and conditions of payment. If the notification of defects proves to be justified, the supplier shall provide replacement at no charge and the orderer shall not have any further claims. Any goods replaced shall become the supplier’s property and shall be sent back to it at its request and expense.

Venue

  1. The place of performance for all liabilities arising from the contract hereto shall be Lohne (Oldenburg), Germany. The venue for both parts shall be the Vechta Local Court.
  2. When an order is issued, the orderer recognises these terms and conditions of delivery and payment as being solely authoritative.
  3. The aforementioned terms and conditions shall also be authoritative with later orders.


© 2017 atka Kunststoffverarbeitung GmbH