General terms of delivery and payment of Novoplastik Produktions- und Vertriebs- GmbH
Last update: September 2009
I. Area of Validity
- The following delivery and payment terms and conditions only apply to companies. They do not apply to consumers.
- Our delivery and payment apply exclusively. Any conflicting or differing delivery and payment terms and conditions applied by the customer shall be deemed invalid, unless we expressly agreed to them in writing. Offers made are subject to change unless a different arrangement is expressly made.
- Agreements, changes and deviations from these terms and conditions must be made in writing.
- Arranged prices apply ex works or, if previously arranged, with free delivery, plus the statutory VAT which applies on that day.
- The calculations which apply are made based on weight, number of units and quantities supplied by us, as long as the customer does not object immediately, at the latest within 14 days of receipt of purchase.
- Should we raise or lower prices within the duration of the contract, these altered prices apply to any outstanding quantities. In case of a price increase, the customer is allowed to withdraw from the contract in writing immediately or at the latest within 4 weeks of being informed of the price increase.
Withdrawal from the contract does not affect deliveries made prior to the price increase.
III. Technical Advice
We provide technical advice to the best of our knowledge. All data and information as to the suitability and application of our products do not exempt the customer from testing the suitability of the product for his/her own purposes.
This applies especially when mixing with thinners, hardening agents, other varnishes, or other components which have not been bought from us.
- As long as no other agreement has expressly been made, deliveries are made ex works or from our distribution centre.
- In cases where goods are to be picked up, the risk of accidental loss or deterioration of the purchased goods is passed on to the customer as soon he/she has been informed that the goods are ready for collection . In other cases, the risk is passed on to the customer at the point where the goods are handed over by us to the carrier. We select the type of shipping and the shipping route.
Any additional costs which occur through deviating customer wishes are to be paid for by the customer.
- Part deliveries are permitted, if reasonable to the customer. Significant, unforeseeable events as well as operational disruptions, delays or failures in delivery through our suppliers which occur through no fault of Novoplastik Produktions- und Vertriebs- GmbH, as well as interruptions of operations through shortages of raw materials, energy, or workforce, through strikes, lockouts, difficulties in the acquisition of transport means, traffic disruptions, events of force majeure on our part or that of our suppliers delay the delivery time for the duration of the impending circumstances, as far as they affect the ability to supply. We will inform the customer immediately when such circumstances occur and as soon as they are over. Should the delivery be delayed by more than a month due to such circumstances, both we as well as the customer shall be entitled to withdraw from the contract excluding any claims for damages, with regard to the part of the agreement affected by the delayed delivery.
- Should the delivery be made in returnable containers, these are to be given back emptied within in 90 days of receipt. Loss of or damage to returnable packaging not returned to its owner is to be paid for by the customer as long as this damage or loss was caused by the customer.
It is not permitted to use returnable packaging for other purposes or for other products. Returnable packaging is only to be used for the transportation of the goods to be delivered. Labels or markings are not to be removed.
- Disposable packaging is not taken back by us, instead we refer the customer to a third party who will dispose of the packaging in the correct manner according to packaging regulations.
- The invoice is payable in full by the due date given. Payment has only been made on time when we have this money at our disposal on the account stated on the invoice on the date it is due. Discounts and deductions are only possible in certain cases by prior arrangement. A deduction of a cash discount on new invoices is not permitted when previous invoices are still outstanding.
- In case of overdue payment, interest will be charged at 2% over the current bank rate of the German Bundesbank. Both we and the customer reserve the right to provide evidence of a greater or smaller loss.
- Bills of exchange are not deemed as cash payment and can only be permitted as payment upon prior agreement with us. The customer is liable for discount and bill charges.
- The retention of payment and the offset of possible counterclaims contested by us are not permitted.
- The aforementioned number 4 does not apply to non-commercial customers.
- The non-adherence to our terms of payment or to other circumstances which point to a significant deterioration in the customer’s net asset situation after entering into the contract results in all our receivables which are based on the same legal relationship becoming immediately due.
VI. Transfer of Ownership
- We reserve the right of ownership of the delivered goods until the goods have been paid for in full. If the customer is a commercial customer, the following applies: we reserve the right of ownership of goods supplied under the current business relationship with the customer until all claims have been met. The right of ownership shall continue to be reserved if our receivables are added to a running account and the balance has been drawn and approved. Purchase prices are deemed as not expired in spite of payment as long as one of us continues assumed liability in this case - for example in a cheque/bill of exchange procedure.
- The customer carries out processing or mixing for us without any obligation on our part. In the case of the processing or mixing of things not belonging to us, the customer transfers joint ownership of the new product to us at the time of mixing, to secure our receivables, in the proportion of the invoice value of the other processed goods subject to the right of ownership, providing that he keeps the new product safe for us.
- The customer is entitled to have these products at his disposal in the regular course of business as long as he meets his obligations arising from the business relationship with us in good time.
- Claims arising from the selling of products to which we have the right of ownership are assigned to us as of now as security by the customer to the extent of our ownership interest in the goods sold. If the customer combines or mixes the delivered goods that are subject to the right of ownership with a principle item of a third party in return for payment, he hereby transfers to us his remuneration claims against the third party up to the value of the order. We accept this assignment.
- At our request, the customer must provide us with all necessary information concerning the stock of goods in our ownership and accounts receivable assigned to us. The customer must also inform his customer of the assignment rights to us.
- The customer is obliged to maintain the goods in good condition and to ensure the goods against loss
and damage at his own expense. The customer transfers his claims from insurance policies to us in advance. We accept this assignment.
- Should the value of the securities exceed our claims by more than 10%, we will, at the request of the customer, release securities to such an extent at our choice.
- The right of the customer to have goods at his disposal of which we have right of ownership as well as his right to collect claims assigned by us shall expire as soon as the customer stops payment and/or fails to meet his obligations to us. Should this be the case, we are entitled, excluding the right of retention, to request the immediate provisional return of goods owned by us, without granting a period of notice, even without the exercise of the right to terminate the contract.
- Should the right of ownership in the country where the delivered goods are not be effective, the customer is obliged to, upon our request, obtain equivalent level of security. Should the customer not conform to this, we are permitted to demand immediate payment of all open invoices, regardless of prearranged payment dates.
VII. Warranty and Liability
- Legal warranty periods apply.
- Outstanding material defects, incorrect deliveries and deviations in the quantities of the delivered goods are to be reported to us in writing immediately, within 14 days of receipt at the latest.
Concealed defects are to be reported to us in writing within 7 days
of knowledge of their existence.
- The customer must – by way of sample processing, if required - check whether the delivered goods are suitable for their specific purpose. This applies especially to when thinners, hardeners, extra varnishes or other components are mixed with other products not supplied by us.
- Any duly raised and proven notices of defect shall be remedied by us at our choice through correction of faults or a replacement delivery. In the case of a correction of faults, we are obliged to bear all incurring expenses unless these increase because the goods have been placed at a location which is different to the place of performance. In the event of us not being willing or able to correct faults, or if delays occur which are beyond reasonable and for reasons beyond our control or the correction of faults or replacement delivery has otherwise failed, the customer is entitled to demand either a rescission of the contract or an appropriate decrease of the purchase price.
- All claims for defects become time-barred 12 months after the customer receives the goods, as far as the delivered goods were not used for constructions outside their normal field of use and thus causing their defectiveness.
- In the event of company recourse, (§ 478 BGB) we are entitled to reject the customer’s rights of recourse with the exception of entitlement to a replacement delivery of the goods and to reimbursement, as long as we grant compensation of equal value for the rejection of his rights. The customer has no entitlement to compensation when there is no compensation to be granted.
- Liability for guaranteed features is not limited by the aforementioned terms.
- Warranty only applies when thinners, hardening agents, other varnishes or other components which were not supplied by us are mixed with or used with our product and are deemed suitable and flawless.
VIII. Applicable Law, Place of Jurisdiction and others
- The place of performance for all obligations resulting from the business or individual contractual relationship is our respective shipping office, and for matters of payment, our works.
- At our choice, the place of jurisdiction is our works or the place of jurisdiction of the customer. This also applies to disputes involving documents, exchange and cheque transactions.
- Points 1 and 2 do not apply to non-commercial customers in compliance with the law governing General Terms and Conditions, nor do they apply to non-registered traders.
- The contractual relationship with our customers is exclusively subject to the laws of the Federal Republic of Germany. The application of the UN Convention of 11th April 1980 on Contracts for the International Sale of Goods (CISG – the Vienna Convention) is ruled out.
- Customer data is saved and processed by us as far as this is necessary for the proper handling of contractual relationships.