General  Terms and Conditions 

SDGummi UG, Neuss
(in the following also briefly: "the supplier")

 

 

Generally

1. The following terms and conditions are an integral part of all contracts of the supplier. They exclude the purchaser's terms and conditions of purchase. Deviating conditions are only binding if they are in writing

are agreed. Is the customer with the acceptance of the terms and conditions in spite of his own purchasing conditions

do not agree, he has to contradict this in writing. Silence is considered an acceptance.

2. Orders only become binding with regard to the type and scope of delivery when we have confirmed the order. Changes and additions must be in writing.

3. With the acceptance of the delivery the customer recognizes the validity of these conditions also for future ones

Orders. Should individual provisions be or become ineffective, this shall not affect the remaining conditions.

 

 

A. Terms of delivery

1. Our offers are subject to change and non-binding. Delivery, performance and invoicing are based on our prices and conditions applicable on the day of dispatch or collection of the goods.

Unplanned changes in raw materials, wages, energy and other costs entitle us to over

to negotiate a corresponding price adjustment and, in the event of non-agreement, to withdraw from the contract within a reasonable period of time. We deliver ex works, unless special conditions are expressly stipulated in writing.

2. The goods travel at the risk of the customer, regardless of the place of dispatch. If the goods are ready for dispatch and the dispatch or acceptance is delayed for reasons for which we are not responsible, the risk is transferred to the customer upon receipt of the notification of readiness for dispatch. The dispatch is deemed to have taken place at this point in time.

3. We reserve the right to accept small orders and to determine minimum purchase quantities or minimum invoice amounts. The ordered quantities can be exceeded or undercut by up to 10% if the goods are made-to-order.  In the case of call orders, we are entitled to procure the material for the entire order and to produce the entire order quantity immediately. Any change requests by the customer can therefore no longer be taken into account after the order has been placed, unless this has been expressly agreed. Part deliveries  are allowed. Packaging, as far as it consists of paper, jute or foil, will not be charged. Other packaging, in particular special packaging and pallets, will be invoiced at cost price and will not be taken back.

4. An obligation to adhere to the agreed delivery times and services is only assumed under the condition of an undisturbed business process; in particular cases of force majeure and other disruptive events with us, with our suppliers or with the transport companies, for example operational disruptions, fire, floods, labor, energy or raw material shortages, strikes, lockouts, official measures, release us from timely delivery or performance and also give us the right

to discontinue our delivery without any obligation to make subsequent deliveries.

Claims for damages from delay in delivery or suspension of delivery are excluded, as far as legally permissible. The customer retains the statutory right of withdrawal, provided that the requirements are met.

5. The registration of insolvency proceedings, the submission of the affidavit in accordance with § 807 ZPO,

Occurring payment difficulties or the knowledge of a significant deterioration in the financial circumstances of the customer entitle us to stop deliveries immediately and to refuse to fulfill current contracts.

6. We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties with our prior written consent. Drawings and other documents belonging to offers are to be returned on request and in any case if the order is not placed with us.

If we have delivered items based on drawings, models, samples or other documents handed over by the customer, the customer shall guarantee that third-party property rights are not infringed. If third parties prohibit us from manufacturing and delivering such items, in particular with reference to property rights, we are entitled - without being obliged to examine the legal situation - to cease any further activity and to demand compensation. The purchaser also undertakes to immediately indemnify us against all related claims by third parties.

7. Test parts necessary for testing will be charged in addition to any costs incurred, in particular for molds and tools. If we manufacture or procure molds, tools and other equipment and systems for production, we will invoice the pro rata costs for them as a production component. With regard to our construction work, the aforementioned items remain our property.      

 

 

B. Reservation of Title

1. 

a) We reserve title to all goods delivered by us until all, including the conditional and future claims that we and the companies affiliated with us (§ 15 AktG) have against the customer from the respective business relationships, have been met (§§ 362 ff. BGB).

 

b) Irrespective of the purchaser's payment obligation, we are entitled to return the goods that have been taken back

 

aa) to sell freely and to credit the proceeds or

 

bb) to be credited at the contract price - less any discounts and less any depreciation of 10% (basis contract price).

In all cases, we are also entitled to deduct our return costs of 10% of the amount credited from the credit. The customer is free to provide evidence of a lower actual depreciation and lower return costs.

 

c) The customer must inform us immediately of any seizure or any other impairment of our property rights by third parties and must confirm the property rights to both third parties and us in writing. The purchaser is prohibited from pledging or transferring ownership of the goods delivered under retention of title.

 

d) The customer must adequately insure the reserved goods, in particular against fire and theft. Claims against the insurance company arising from a case of damage affecting the reserved goods are now assigned to us in the amount of the value of the reserved goods. In the event of damage, the customer must inform the insurance company of the assignment of the claim.

 

e) With regard to the treatment or processing, connection or mixing of reserved goods i. According to § 950 BGB, the supplier is deemed to be the manufacturer without incurring any obligations for the supplier. Any processing and processing is carried out by the customer for us without incurring any obligations. The processed and processed goods are used for our security.

In the event of connection, mixing or blending with other goods that do not belong to us (§§ 947, 948 BGB), we are entitled to co-ownership of the new item in the ratio of the value of the reserved goods used for the manufactured item to the total of all invoice values of the others during manufacture used goods. If the purchaser acquires sole ownership of the new item, the contracting parties agree that the purchaser grants us co-ownership of the new item in proportion to the value of the processed or connected, mixed or blended reserved goods. The resulting new item is deemed to be reserved goods within the meaning of these terms and conditions. The customer keeps them for us with commercial care and undertakes to provide us with the information necessary for the exercise of rights and to allow us to inspect his documents.

 

2.

a) The purchaser's claims from the resale of the goods subject to retention of title are already now assigned to us with all ancillary rights, regardless of whether the goods subject to retention of title are resold without or after processing, processing, combining or mixing and whether they are resold to one or more customers. If the assigned claim against the third party debtor has been included in a current invoice, the agreed assignment also applies to the claims from the current account.

The assigned claims serve to secure all of our rights and claims in accordance with B. 1. a).

 

b) In the event that the reserved goods are sold by the customer together with other goods that do not belong to us, be it without, be it after connection, mixing, processing or processing, the assignment of the purchase price claim in accordance with B. 2. a ) in the amount of the contract price of the reserved goods plus 20%, which will be offset against the interest and costs after receipt of the amount, as agreed, whereby the unused additional amount is to be remunerated.

 

c) If the reserved goods are used by the customer to fulfill a contract for work, the claim from the contract for work is assigned to us in advance to the same extent as is determined under B. 2. a) and b).

 

d) The customer is only entitled and authorized to resell or otherwise use the goods subject to the condition that the claims described under B. 2. a) to c) are transferred to us. He is not authorized to dispose of the reserved goods in any other way.

 

e) The customer is authorized to collect the claims from the resale despite the assignment. Our authorization to collect remains unaffected by the customer’s authorization to collect. However, we will not collect the claims ourselves as long as the customer properly meets his payment obligations. At our request, he must inform us of the debtors of the assigned claims, provide the necessary information and documents and notify the debtors of the assignment.

 

f)  In the cases mentioned under A. 6. the authority of the customer to resell the reserved goods and to collect the claims assigned to us expires.

 

3. 

a) The retention of title in accordance with the above provisions remains in effect even if some of our claims are included in a current invoice and the balance has been drawn and recognized.

 

b)  The retention of title in accordance with the above conditions expires when all of the claims listed under B. 1. a) have been met. Ownership of the reserved goods is thereby transferred to the purchaser and he is entitled to the assigned claims.

 

4. If the value of all securities existing for us exceeds our claims in total and sustainably by more than 20%, we are obliged to release securities of our choice at the request of the customer.

 

C. Payment Terms

1.  Our sales prices as well as all offers and other calculations are in euros plus VAT at the statutory rate.

 

2. Our invoices are to be paid free of postage and expenses, depending on the agreement.

 

3.  Any cash discount will only be granted under the condition that all payment obligations from previous deliveries have been met in full. In the case of cashless payment - e.g. B. when a check is handed over - it always depends on the time of the credit. In the case of payment or credit under reservation, under one condition or under other restrictions, a discount cannot be granted.

 

4. After the due date has expired, interest on arrears will be charged, at the statutory rate of interest on arrears.

The date on which the payment is entered applies to the day on which the amount is available to us or is credited to our account. The risk of the payment method is borne by the customer.

 

5.  Checks are considered cash in the above sense, provided they are sent in good time. Checks are only credited subject to the correct receipt of the full amount. We do not accept any liability for the correct presentation and submission of protests.

 

6. We reserve the right to accept third-party or our own acceptances in any case. The handing over of third-party or own acceptances is not regarded as a cash payment. We will charge the costs and discount charges incurred. We also do not accept any liability for the correct presentation and submission of protests.

 

7. Interest is not charged on advance payments or payments on account.

 

8. The withholding of payments is not permitted. Likewise, offsetting with opposing claims is not permitted, unless the offsetting is made with undisputed, recognized or legally established claims. The assignment of claims without our prior consent is excluded.

Payments are only legally valid if they are addressed to us. Payments to employees or representatives of our company are only legally valid if they can present a collection authority.

 

 

D. Warranty, liability

1. We only accept liability for our deliveries and services in accordance with the following provisions:

 

a) The existence of a defect is based exclusively on the expressly agreed specifications of the delivery item. The customer is obliged to give us more detailed specifications for the use. The subject of the contract is exclusively the product sold with the properties and features as well as the intended use according to the product description of the supplier or the agreed usage information of the buyer. Other or more extensive properties and / or features or one above  Any other intended use shall only be deemed to have been agreed if we have expressly confirmed them in writing. Insofar as no or only insufficient specifics of the delivery item are named and agreed to the supplier, the following specifics are deemed to have been agreed, unless something else results from the area of application: unproblematic flow medium e.g. B. water, temperature of the flow medium z. B. between 5 ° C and 50 ° C, no overpressure or underpressure, static use. For not insignificant defects, we will pay for, at our option, repair or replacement. A right to conversion or a reduction in price is only given if, according to our decision, subsequent improvement or replacement delivery cannot take place or the deadline for this has not been met.  If the repair or the replacement delivery fails, the customer can request a reduction in payment or, at his option, cancellation of the contract. Further claims, in particular claims for damages of any kind, are excluded to the extent permitted by law.

 

b) Our information on the delivery and service item, the intended use, etc. (e.g. dimensions, weights, hardness, utility values) are to be regarded as approximate; they are descriptions or markings and no guarantees for the quality of the purchased item. Unless otherwise agreed, we reserve the right to make deviations customary in the industry. Deviations from samples or from earlier deliveries are avoided as far as technically feasible. Only significant deviations justify a warranty claim in accordance with D. 1. a).

No guarantee can be given for compliance with the specific weights and dimensions. Unless otherwise agreed, we reserve the right to deviate up to 10% up or down depending on the article. As far as statutory warranty rights with a longer warranty period exist and as far as legally permitted, the parties shorten the warranty period to one year from delivery.

 

c) A defect for which we are responsible does not exist, in particular, in the case of natural wear and tear or in the case of damage not caused by us due to improper handling, in particular storage, or if the defect is due to a special use of our goods that was not notified to us in writing when the contract was concluded.

 

d) Complaints of any kind will only be considered if they are made in writing within 10 days of receipt of the goods, in the case of hidden defects within 10 days of their discovery, and if the customer delivers the goods complained about, carriage paid, if we request it sent back to us; If the complaint proves to be justified, the costs of the cheapest return shipments are at our expense.

e) There is no warranty obligation for goods that are not new.

 

2. The sales partner undertakes to advertise the contractual products only in an appropriate manner. The sales partner is aware that incorrect property-related advertising can lead to warranty claims. He undertakes to exempt us from the consequences of such advertising and to compensate us for the damage we incur as a result of the breach of this obligation. Claims for damages of any kind and for whatever legal reason are excluded, insofar as this is legally permissible, against us, our legal representatives, vicarious agents and employees for advice in word and in writing or through attempts or advice in any other way. In particular, the customer is not exempt from checking the suitability for the intended use himself.

 

 

E. Place of performance, place of jurisdiction, other agreements

1. The place of performance for delivery is Neuss.

 

2. In the case of all disputes arising from the contractual relationship, the action must be brought to the court that is responsible for the supplier's registered office. The supplier is also entitled to sue at the headquarters of the customer.

 

3. The law of the Federal Republic of Germany applies to all concluded contracts, excluding international private law (EGBGB) and the UN sales law.

 

4. Should one of the above conditions not become part of the contract or be ineffective, this does not affect the effectiveness of the remaining clauses or the remaining parts of such clauses. An ineffective regulation is deemed to be replaced by a regulation that comes closest to the economic purpose of the ineffective regulation and is effective.

 

5. Telephone or verbal agreements require written confirmation to be legally effective.

Personal data that arise in the course of our business relationships is stored by us. The contracting partners of the supplier hereby also agree to this for the future.