General Terms and Conditions of Sale and Supply

for bekuplast GmbH, Ringe

Scope of validity

The following terms and conditions shall only apply for registered traders, legal entities established under public law or a special fund established under public law.

I. Application

  1. Orders shall only become binding upon confirmation by the Supplier. Amendments and supplements must be made in writing. All offers shall be subject to change without notice, unless they have been designated as a fixed offer.
  2. These terms and conditions shall apply for regular business relationships and for future business transactions as well, in which no express reference has been made to them, provided that they have been received by the Buyer with an order already confirmed by the Supplier.
  3. The Buyer’s terms and conditions of business shall not apply, unless they have been expressly recognised separately in writing.

II. Prices; Proprietary rights and similar

  1. In cases of doubt the prices shall apply ex works excluding freight, custom’s duty, accessory import charges and packing plus value added tax at the rate in force.
  2. If after an offer has been submitted or after an order has been confirmed, the key cost factors change significantly before delivery, the Supplier and the Buyer shall consequently come to an agreement about adjusting prices and the cost proportions for forms.
  3. If it has been agreed that the price shall be dependent upon the weight of the parts, the final price shall be determined by the weight of the cleared initial sample.
  4. The Supplier shall not be bound by preceding prices for new orders (follow-up orders).
  5. We shall reserve the right of reservation and copyrights to diagrams, drawings, calculations and other documents. This shall also apply for those written documents which are marked as „confidential“. The Customer must obtain our express written consent prior to passing on such documents to third parties.

III. The duty to supply and take delivery

  1. Delivery periods shall begin after all the documents required to carry out the order have been received, the down payment has been made and the materials have been ordered on time, in so far as this has been agreed. When reporting that the goods are ready for despatch, the delivery period shall be regarded as having been observed, if despatch has been delayed or rendered impossible through no fault of the Supplier.
  2. If an agreed delivery period is not complied with as a result of the Supplier being to blame, the Buyer shall consequently be entitled, if he has not acted with gross negligence or intent, and excluding the Buyer’s other claims, to demand compensation for default or to withdraw from the contract after a reasonable subsequent
    period of time has elapsed. The compensation for default shall be limited to a maximum of 5 % of that part of the consignment not supplied in accordance with the contract. The Buyer cannot withdraw from the contract if he is himself in default with taking delivery of a consignment. The Buyer shall reserve the right that he has suffered a loss greater than 5 % as above.
  3. Reasonable part consignments as well as reasonable discrepancies from quantities ordered up to plus/minus 10 % are allowed.
  4. For call-off orders for which a term, batch sizes of manufactured products and acceptance dates have not been agreed, the Supplier may demand a binding agreement for them within no more than three months after order confirmation. If the Buyer fails to comply with this request within three weeks, the Supplier shall be entitled, to set a two-week subsequent period and after it has expired, to withdraw from the contract and/or to demand compensation for damages.
  5. If the Buyer does not fulfil his acceptance obligations, the Supplier shall consequently not be bound by the regulations governing emergency sales without resort to legal process, irrespective of his other rights, and he may instead sell the supplied item in the open market having notified the Buyer beforehand. The Supplier shall reserve additional claims (in particular compensation for damages and reimbursement of expenditure).
  6. Force majeure events shall entitle the Supplier to postpone the delivery by the duration of the hindrance plus a reasonable start-up time, or to withdraw from part or all of the contract on account of the part of the contract not yet fulfilled. Strike, lock-out or unavoidable unforeseen events such as operational breakdowns making it impossible for the Supplier to supply on time shall be regarded as the equivalent of Force majeure; the Supplier shall have to submit proof of this. This shall also apply if the above-named hindrances occur while the Supplier is in default or if it is his sub-supplier who is affected. The Buyer may call upon the Supplier to declare within two weeks whether he intends to withdraw from the contract or supply within a reasonable subsequent period of time. If he does not respond, the Buyer may withdraw from the part of the contract not yet fulfilled. The Supplier shall inform the Buyer straight away if a case of Force majeure as defined in Paragraph 1 occurs. He shall have to keep the Buyer’s losses as low as possible, if necessary by issuing forms for the duration of the hindrance.

IV. Packing, Despatch, Passing of risk and Default in taking delivery

  1. Unless agreed otherwise, the Supplier shall choose the packing, method of despatch and despatch route.
  2. Risk shall pass over to the Buyer when the goods leave the supplying factory, even if the consignment is delivered carriage-free. If there are delays in despatch for reasons for which the Buyer is to blame, risk shall pass over as soon as he has been notified that the goods are ready for despatch. The Buyer shall bear the costs of putting goods ready for despatch into storage. These shall be charged at 0.5 % of the net price of the consignment goods, not, however, to exceed a total of 5 %. The Parties to the contract shall be at liberty to prove that the storage costs are lower or higher than the percentages stated above.
  3. The goods will be insured if the Buyer so wishes, at his expense, against all risks to be designated by him.

V. Reservation of title

  1. The consignments shall remain the property of the Supplier until all claims to which the Supplier is entitled against the Buyer have been fulfilled, even if the purchase price for specifically designated accounts has been paid. If there is a running account arrangement, the reservation to title to the consignments delivered (goods subject to reservation of title) shall be regarded as a security for the Supplier’s balance of account. If a liability by the Supplier is established on the basis of a draft in connection with the payment of the purchase price, the reservation of title shall not lapse before the draft has been honoured as having been drawn by the Buyer.
  2. Processing and treatment by the Buyer shall be carried out on behalf of the Supplier to the exclusion of the acquisition of title in accordance with Section 950 BGB; the Supplier shall become the co-owner of the thing created in proportion to the ratio of the net invoiced figure for his goods to the net invoiced figure of the goods to be processed and treated, which shall serve as a security for the Supplier’s claims in accordance with Paragraph 1 above.
  3. If the goods subject to reservation of title are processed (joined / blended) by the Buyer with other goods not belonging to the Supplier, the regulations of Sections 947 and 948 BGB shall apply with the consequence that the Supplier’s co-ownership proportion in the new thing shall now be regarded as goods subject to reservation of title for the purposes of these terms and conditions.
  4. The Buyer is only allowed to resell the goods subject to reservation of title in a normal commercial transaction and subject to the condition that he likewise agrees a reservations with his customers in accordance with Paragraphs 1 to 3 above. The Buyer is not entitled to dispose of the goods subject to the reservation of title by other means. In particular by pledging them or by assignment by bill of sale as a security.
  5. In the event of a resale, the Buyer shall hereby assign the accounts accruing to him from the resale and other claims to which he is entitled against his customers with all ancillary rights to the Supplier here and now until all the Supplier’s claims have been fulfilled. At the Supplier’s request the Buyer shall be obliged to give the Supplier all the information straight away and hand over all documents required to assert the Supplier’s rights against the Buyer’s customers.
  6. If the goods subject to reservation of title are resold after having been processed in accordance with
    Paragraph 2 and/or 3 together with other goods not belonging to the Supplier, the assignment of the purchase price account in accordance with Paragraph 5 shall consequently only apply for the amount of the sum invoiced for the goods subject to reservation of title by the Supplier. The same shall apply, moreover, for the thing created by processing as for the purchased thing supplied subject to reservation of title.
  7. If the value of the securities existing for the Supplier exceeds the value of his total accounts by more than 10 %, the Supplier shall, at the Buyer’s request, consequently be obliged to release securities as the Supplier chooses.
  8. The Supplier is to be notified straight away of levies of execution or confiscation of the goods subject to reservation of title by a third party. The costs of intervention arising therefrom shall be the Buyer’s account in all cases, unless they are borne by third parties.
  9. If the Supplier makes use of his reservation of title in accordance with the above provisions by taking back goods subject to reservation of title, he shall be entitled to sell the goods in the open market or to have them auctioned. The goods subject to reservation of title shall be taken back at the proceeds achieved, no more however, than the agreed delivery prices. The Supplier shall reserve the right to assert additional claims for compensation for damages, in particular lost profit.

VI. Warranty for quality defects

  1. The product description is crucial in defining the quality and finish of the products or, in so far as its preparation has been agreed, initial samples which will be submitted to the Buyer upon request for inspection shall be definitive. Reference to technical standards serves for the purpose of describing performance and is not to be interpreted as an agreement on, or guarantee of, its legal and factual nature. Minor discrepancies from the original for colour productions or reproductions shall not be regarded as defects.
  2. If the Supplier has provided the Buyer with advice beyond the scope of his contractual performance, he shall be liable for the reliability and suitability of the supplied item only if he gave an express prior assurance.
  3. Defects are to be notified straight away in writing. If concealed defects are identified, they must be notified straight away following discovery. In both cases all warranty claims shall become time-barred 12 months after passing or risk unless agreed otherwise.
  4. If a notified defect is substantiated, the Supplier shall be obliged to render a cure. If he fails to fulfil this obligation within a reasonable period of time or if a cure is unsuccessful in spite of several attempts, the Buyer shall be
    entitled to reduce the purchase price or to withdraw from the contract. Additional claims, in particular for claims for the reimbursement of expenses or compensation claims for damages on account of direct harm and consequential harm caused by a defect shall only exist in line with the regulations in VII. Upon request, replaced parts are to be returned to the Supplier carriage free.
  5. If the Buyer carries out remedial work and is responsible for improper handling, he shall render all his claims under warranty invalid as a result. The Buyer is only entitled to carry out repair work by prior arrangement with the Supplier and to demand compensation of reasonable costs for this to avert disproportionately large damage or if the Supplier is in default with the rectification of a defect.
  6. Normal wear and tear is not covered by warranty.
  7. Rights of recourse in accordance with Sections 478 and 479 BGB shall only exist in so far as the claim by the consumer was justified and only within the scope allowed by law, but not, on the other hand, for accommodating arrangements not agreed with the Supplier and presuppose compliance by the party seeking rights of recourse with his own obligations, in particular compliance with notification duties.
  8. It is pointed out to the Buyer that he must subject the delivered items to a thorough clean prior to initial use, in particular if they are to be used in the food industry and similar.
  9. Recycling raw materials are to be carefully selected by the Supplier. Regenerated plastics may however be subject to major fluctuations from batch to batch in surface condition, colour, purity and physical or chemical properties. This shall not entitle the customer to notify the Supplier of defects.

VII. General Limitations of Liability

In all cases in which the Supplier is obliged, notwithstanding the above terms and conditions, on the basis of contractual or statutory bases for a claim to pay compensation for damages or to reimburse expenses, he shall only be liable to the extent that the Company, its senior staff or assistants are accused of intent, gross negligence or of death, personal injury of physical harm. Liability for the culpable breach of important contractual duties shall not be affected. Given this, liability is limited to the foreseeable damage typical for the contract except however, in the cases on P 1. A change in the burden of proof to the detriment of the Buyer is not associated with the above regulations. In the event of ordinary negligence liability shall, moreover, be restricted to the benefits payable by existing insurance policies.

VIII. Terms and Conditions of Payment

  1. All payments are to be made in € (Euro) to the Supplier alone.
  2. Unless agreed otherwise, the purchase price for goods or other services is to be paid within 10 days from the date of invoice. Any prompt payment discount granted shall be subject to all previous uncontested invoices which were payable having been settled. A prompt payment discount will not be granted for any payments which may be made with drafts.
  3. If an agreed payment date is exceeded, interest shall be charged at the statutory rate of 8% above base rate at that time at the ECB, unless the Supplier is able to prove that the loss he has incurred is higher. The Buyer shall reserve the right to prove that the loss suffered by the Supplier was lower.
  4. The Supplier reserves the right to reject drafts or cheques. Cheques and rediscountable drafts shall only be accepted for the purpose of fulfilment, all the associated costs shall be for the Buyer’s account.
  5. The Buyer may only offset or assert a right of retention if his claims have been recognised, are uncontested or have been adjudicated. Besides which, the Buyer shall only be authorised to exercise a right of retention to the extent that his counter-claim is based upon the same contractual relationship.
  6. The persistent non-compliance with terms and conditions of payment or circumstances substantiating serious doubts in the Buyer‘s creditworthiness shall result in all the Supplier’s account being rendered payable immediately. In addition to this, the Supplier shall in this case be entitled to demand payment in advance for consignments still outstanding as well as to withdraw from the contract after a reasonable period of time has elapsed unsuccessfully.

IX. Place of fulfilment and Place of jurisdiction

  1. The place of fulfilment is our main Company premises.
  2. The place of jurisdiction is the court having jurisdiction where our main Company premises are located. We shall reserve the right to take legal action against the Buyer at his general place of jurisdiction.
  3. German law alone shall apply. A case cannot be referred by German law to another national law or international law. The United Nations Convention dated 11.04.1980 on Contracts for the International Sale of Goods [CISG] (BGB 1989 P. 586) shall not apply for the Federal Republic of Germany. (BGB 1990 P 1477).

X. Partial validity clause

General Terms and Conditions of Sale and Supply for bekuplast GmbH, Ringe
If individual provisions are invalid or should the provisions contain gaps, the validity of the remaining provisions shall not be affected as a result. That valid provision which comes as close as possible to the aim and objective of the invalid provision and is legal is to be agreed instead of the invalid provision. In the event that there are gaps, that provision which is what would reasonably have been agreed had the matter been given some thought at the outset, given the aim and objective of the contract is to be agree.

General Terms and Conditions of Sale and Supply

General Conditions of Purchase

of bekuplast GmbH, Ringe

§1 General; scope

  1. All purchases made by bekuplast GmbH are exclusively subject to these general terms. We do not recognise any conflicting or deviating supplier terms unless otherwise expressly agreed in writing.Our general terms and conditions of purchase apply, even if we are aware of conflicting or differing terms of the supplier, and we accept the delivery from the supplier without reservation.
  2. All agreements made between us and the supplier for the purpose of executing this contract shall be set forth in writing in this contract.
  3. Our conditions of purchase apply only to entrepreneurs as defined in §310(1) of the German Civil Code (BGB).

§2 Offer, offer documents

  1. The supplier is obliged to accept our purchase order within a period of 2 weeks
  2. We reserve ownership rights and copyrights to illustrations, drawings, calculations, and other documents. They may not be made accessible to third parties without our express written consent.They are to be used exclusively for production on the basis of our order. Upon completion of the order, they must be returned to us immediately and unsolicited.They are to be kept secret from third parties. To this extent, the provision of §9 (4) also apply.

§3 Prices, payment terms

  1. The price shown in the purchase order is binding.Unless otherwise agreed in writing, the price includes delivery and packaging to the location designated by us.Any return of packaging requires a special agreement.
  2. The statutory VAT is included in the price.
  3. We can only process invoices if they indicate our order number. Suppliers are responsible for all consequences arising from failure to comply with this obligation, unless they can prove that they are not responsible for them.
  4. We shall pay, unless otherwise agreed in writing, the purchase price within 14 days from delivery and receipt of invoice with a 2% early payment discount, or net within 30 days of receipt of invoice
  5. We are entitled to offset or hold back the amount due to the extent permitted by law.

§4 Delivery deadlines

  1. The delivery date stated in the purchase order is binding.
  2. Suppliers are obliged to notify us immediately in writing if circumstances occur or become apparent that suggest that the deadline cannot be met.
  3. If delivery is in default, we are entitled to assert all statutory claims.In particular, we are entitled to demand damages instead of fulfilment and to rescind the order if delivery is not made within a reasonable grace period.If we assert such claims, it is up to the supplier to demonstrate that the breach of duty was beyond its control.

§5 Transfer of risk, documents

  1. Delivery must be free, unless otherwise agreed in writing.
  2. Suppliers are obliged to indicate our order number on all shipping documents and delivery notes. If they fail to do so, any delays in the processing are not our responsibility.

§6 Inspection for defects; liability for defects  

  1. We are obliged to inspect the goods for any qualitative and quantitative defects within a reasonable period. Our claim shall be considered timely if received by the supplier within a period of 5 working days, calculated from the time the delivery was received or when the defect(s) were discovered.
  2. The statutory provisions for the obligation to inspect and make claims apply as follows:Our obligation to inspect is limited to defects that are revealed during our external inspection of incoming goods including the delivery documents and during sampling conducted as part of our quality control.
  3. Our statutory right to assert claims for defects remains unconditional. In any instance, we are entitled to demand, at our discretion, the the supplier remedy the defect or make a replacement delivery.We also expressly reserve the right to claim damages instead of such remedy or replacement.
  4. We are entitled to remedy the defect ourselves at the supplier's expense if there is a risk of delay or special urgency.
  5. We may make such claims at any time within 36 months after the risk is transferred to us.

§7 Product liability, indemnification, liability insurance

  1. Insofar as suppliers are responsible for product damage, they agree to indemnify and hold us harmless from any third-party claims upon first request and accept liability to the same.
  2. As part of their liability for any such claims, suppliers are also obligated to reimburse any expenses incurred by us in connection with any recall initiated by us pursuant to §§683, 670 BGB or §§830, 840, 426 BGB.We will notify them about the content and extent of the recall action and give them the opportunity to offer their opinion, if possible and reasonable.This does not affect any other statutory claims.
  3. Suppliers agree to maintain product liability insurance with at least €10 million coverage per case of personal injury or property damage; if we are entitled to further claims for damages, these remain unaffected.

§8 Intellectual property rights

  1. Suppliers warrant that its deliveries do not breach any third-party rights.
  2. If a claim is nevertheless asserted against us by a third party, the suppliers are obligated to indemnify and hold us harmless against these claims upon first written request. We are not entitled to make any settlement or other arrangements with said third parties without the supplier's consent.
  3. The supplier's obligation for such claims also extends to any necessary expenses incurred by us as a result of, or in connection with the same.
  4. This obligation shall last ten years, counted from the date on which the contract is signed. 

§9 Retention of title, provision, tools, secrecy

  1. Where we provide parts to the supplier, we retain title thereto.Any processing or transformation done by the supplier is being done on our behalf.If the goods to which we retain title are processed with other objects not belonging to us, we acquire co-ownership of the new object in proportion to the value of our goods (purchase price plus VAT) to the other processed objects at the time of processing.
  2. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the value of our goods (purchase price plus VAT) to the other items in the new item at the time of mixing.If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, the supplier hereby agrees to transfer to us pro rata co-ownership of the same, whilst keeping the object in its possession.
  3. We reserve title to all tools and dies. Suppliers agree only to use the tools exclusively for the production of the goods we have ordered.Suppliers agree to insure at their own expense the tools, dies, etc. belonging to us at replacement value against fire, water, and theft damage.At the same time, suppliers assign to us all proceeds from any claims under this coverage. We hereby accept the assignment.Suppliers are obliged to carry out any required maintenance and inspection work on our tools, dies, etc. at their own expense and in a timely manner.They must notify us of any incidents immediately. If they culpably fail to do so, our claims for damages remain unaffected.
  4. Suppliers are obliged to keep all illustrations, drawings, calculations, and other documents and information strictly confidential.They may only be disclosed to third parties with our express consent.This obligation shall survive the end of this contract and shall only expire if and to the extent that the manufacturing knowledge contained therein has become generally known.
  5. Insofar as the security interests to which we are entitled to exceed the purchase price of all our unpaid retained goods by more than 10%, we shall be obliged to release the security interests at our discretion upon the suppliers' request.

§10 Jurisdiction, place of performance

  1. If suppliers are merchants, our place of business is the place of jurisdiction; however, we are entitled to seek redress against suppliers at their registered domicile.
  2. Unless otherwise stated in the order, our place of business is the place of performance.
  3. The contractual relationship is exclusively subject to German law.A referral from there to another national or international legal system does not take place.The validity of the UN Sales Convention is excluded.

General Terms and Conditions of Purchase

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