1. Terms that vary from these conditions or those specified by law, especially Purchaser's conditions of purchase, shall only be considered binding if they have been confirmed by us in writing. Our unconditional delivery of goods, performance of services or acceptance of payments does not constitute recognition on our part of conditions that vary from these general terms and conditions.
2. Our offers are without obligation. A contract is only concluded by our written or preprinted order confirmation. Amendments, supplements or the cancellation of an agreement or of these conditions only become effective by our written confirmation. Any statement and notification issued by the Purchaser after the conclusion of the contract, is only effective if it is made in written form.
3. Unless otherwise agreed, our prices do not include the cost of packing, insurance, freight, travel costs of our supervisors nor expenses allowances and sales tax.
4. Tools and models remain our property even if the customer has remunerated us either entirely or partially.
5. We reserve the right to demand prepayment or security deposits to the amount of the invoice value of the delivery in the event of belated conditions that arise or that we gain knowledge of that may jeopardize our claims. Our demand shall be sent to Purchaser in writing. If the Purchaser fails to provide such prepayment or security deposit within 1 week after reception of the notice, we are entitled to withdraw from the contract immediately without giving additional delay.
6. Place of Performance shall be our place of supply or storage.
7. Unless otherwise agreed, the goods shall be shipped at Purchaser's risk. Furthermore, we shall specify the mode of shipment, shipping route and carrier. Paragraph 6 remains unaffected.
ATTENTION! For reasons of security, please monitor the transport time. In case of exceeding the usual running time and in case of damage, promptly inform the sender, ensure claims against third parties and immediately call in the surveyor.
8. We are authorized to contract appropriate transport insurance on behalf and at the expense of the Purchaser at least to the invoice amount of goods.
9. The goods sold shall remain our property until all claims arising out of our business relationship with Purchaser have been satisfied. If the goods have been processed or finished by Purchaser, our retention of title shall extend to the new finished product. If the goods have been processed, combined or mixed by Purchaser with goods of others, we acquire joint title pro rata to that part of the goods that represents the invoiced value of our goods in relation to the total value of the other goods which have been processed, combined or mixed. Purchaser may, in the ordinary course of its business, resell any goods which are subject to our retention of title. If, upon such resale, Purchaser does not receive the full purchase price in advance or upon delivery of such goods, he shall agree with its customer a retention of title in accordance with these conditions. The Purchaser hereby assigns to us all its claims arising from such resale and its rights arising from the said agreement for retention of title. When required by us, the Purchaser shall advise its customer of such assignment of rights and provide us with the information and documents necessary to enforce our rights. In the event that the security interests granted to us exceed the value of our claims by 20%, we shall, when requested, be obliged to release security interests of our choice.
10. Conditions of Force Majeure shall relieve us from our delivery obligations. If there is a significant change to the conditions that have existed at the time of contract conclusion, we are entitled to withdraw from the contract. The same rights shall apply in case of interruptions in our supplies of energy or raw materials or industrial disputes, regulatory decrees, breakdown of transport or of our operations or if our sub-suppliers fail do deliver at all, in time or properly. Where we fail to deliver upon an agreed delivery date, the Purchaser shall set an additional respite of 3 weeks or the longer additional respite appropriate to the individual case.
11. Information about our products, equipment, plant and processes is based on extensive research and our considerable experience in the field of applied engineering. We provide this information, which is to the best of our knowledge accurate, orally and in writing. We assume no liability other than as agreed in the terms of the individual contracts and we reserve the right to technical modifications in the course of our product development. When performing application-specific counseling to the client, we will bill this support to our customer in conformity with our valid price list. The aforesaid shall not relieve the Purchaser of its obligation to verify the suitability of our products and processes for the use or application intended by the Purchaser. These limitations shall also apply to the protection of third party intellectual property rights as well as applications and processes that have not explicitly been given by us in writing.
12. All Purchaser complaints, particularly notices of defects, must be submitted to us in writing without delay, but not later than within 10 days from reception of the goods or in the case of latent defects within 10 days from the discovery of such defects.
13. In the event of justified claims arising from the quality of the delivered goods, we reserve the right, solely at our discretion, to either replace or repair the goods or to take them back while either totally or partially refunding the Purchaser. If our repair fails to remedy the defects or the replacement goods are again defective, the Purchaser shall be entitled at his discretion, to either adjust the purchase price or withdraw from the contract. Delivery shortages will be supplied later, as long as that is reasonable for us. Otherwise we will grant a corresponding credit.
14. In case of failure to meet our obligations or impossibility of performance caused by us, our liability is limited to the invoice value of the goods that have not been delivered in time. Unless intentional misconduct or gross negligence on our part, or on the part of our legal representatives or on the part of those employed by us in the performance of our obligations. Accordingly, this applies for cases of § 634 No. 4 BGB (German Civil Code)
15. In case of positive violation of a contractual duty (e.g. supply failure, too expensive shipping, etc.), violations of pre-contractual obligations and illicit actions, we are only liable if we, our legal representatives or agents have acted intentionally or with gross negligence. This does not apply to the extent that we are liable for personal injury or damage to private property according to the Product Liability Act or other reasons.
16. Purchaser shall verify the correctness and completeness of statements of account, especially balance confirmations, as well as notes and settlements of accounts. Objections to statements of account shall be in writing and shall be sent within one month from receipt of the subject’s statement. Any other objections shall be made without delay. Failure to make timely objections constitutes approval. In cases of legitimate legal objections, the Purchaser's statutory rights are unaffected by expiration of this term. Offsetting against claims of Plasti-Chemie International GmbH with due counter claims is only permitted if these are indisputable or legally valid.
17. If Purchaser is a merchant, the place of jurisdiction shall be Plauen. If we institute legal proceedings against Purchaser, we have the option to also institute legal proceedings at the Purchaser's place of jurisdiction.
18. The contract and all legal relationships to the Purchaser shall be governed by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (BGBI. 1989 II, page 586) is not applicable.
19. If any trade terms have been agreed pursuant to the International Chamber of Commerce (INCOTERMS), the INCOTERMS 2010 shall apply.
20. Should individual provisions of these terms of business deemed completely or partly void the validity of all other provisions remains unaffected.
Plasti-Chemie Vertriebsgesellschaft mbH
In the case of disputes, we hereby point to the Online Dispute Resolution website, which can be found here: