Our offers are subject to change with regard to price, quantity, delivery period and delivery possibility. Contracts shall only be concluded by our express written confirmation, but shall be deemed to have been accepted by us even in the event of tacit execution. Verbally agreed ancillary work shall require written confirmation. Our customers shall not be entitled to any right of objection beyond that provided for by law.
Our terms and conditions of delivery and payment shall apply exclusively, with which our customer declares his agreement when placing the order, and also for future transactions, even if no express reference is made to them, but they have been received by the customer with an order confirmed by us. If the order is placed in deviation from our terms of delivery and payment, only our terms of delivery and payment shall apply even if we do not object. Deviations shall therefore only apply if they have been expressly acknowledged by us in writing. We are entitled to assign the claims arising from our business relations.
2. should we generally reduce or increase our prices in the period between order confirmation and delivery, the price valid on the day of delivery will be charged. In the event of an increase in prices, the Buyer shall be entitled to withdraw from the purchase contract. No party may derive any rights from this, in particular claims for damages. Any changes in customs duties and other levies affecting the goods as well as in freight charges etc. occurring after conclusion of the purchase shall be for the benefit or at the expense of the Buyer.
(3) The contractual relationship shall be governed exclusively by German law, in particular by the German Civil Code and the German Commercial Code.
(4) Agreed delivery periods shall only apply subject to correct and/or timely delivery by our suppliers. In the event of a delay in delivery, the Customer shall grant a grace period of at least 3 weeks within the scope of the other provisions of these Terms and Conditions. Thereafter, he may claim damages or withdraw from the contract. Claims for damages by the purchaser due to delay or impossibility are limited in amount to the purchase price of the delayed or missing part of the delivery. We are not responsible for delays in delivery or non-delivery if these are caused by circumstances beyond our control. In particular, in the event of force majeure, fire, flood, war, governmental measures, failure of equipment, accidents, strikes, lack of manpower, procurement difficulties of materials, packaging or transport space. In particular, liability due to obstacles to performance and delays in delivery in connection with pandemics such as Covid19 is excluded. Due to such circumstances that affect the execution of the purchase contract, we are entitled to postpone the delivery by the corresponding time. In the event of a delay of more than 8 weeks, the purchaser is entitled to withdraw from the contract. Notification of readiness for dispatch or release of the load from the warehouse shall be deemed to be delivery. Insofar as hindrances to performance and delays are only of temporary duration, agreed delivery periods shall be extended accordingly by the period of the hindrance, in particular if we are not supplied on time by our upstream suppliers. Insofar as the hindrance to performance for which we are not responsible is not only of temporary duration, we shall be entitled to withdraw from the contract. 5.
5. we are entitled to make partial deliveries, unless the customer cannot reasonably be expected to accept them; partial deliveries are deemed to be separate transactions.
(6) Upon dispatch of the goods, the customer shall bear the risk of transport in accordance with § 447 of the German Civil Code (BGB), irrespective of the assumption of the transport costs. Dispatch route and mode of transport can be determined at our discretion. The risk shall pass to the customer upon notification of readiness for shipment, who shall reimburse us for the costs of storage and insurance. Insurance shall only be taken out at the request of the purchaser. 7.
We choose the size and type of packaging. Euro pallets are to be replaced. The acceptance of the goods and the information in the consignment bill, warehouse receipt, etc. by the forwarder/carrier/warehouse keeper shall be deemed to be proof of faultless packaging, loading, quantity and type of goods. Weight, number of pieces, length, width and thickness of the goods determined by us shall be decisive for the calculation. The dimensions stated by us in the order confirmation or otherwise are approximate. In the event of deviations of up to +/- 5%, the customer shall not be entitled to any complaints or other claims. Packaging will be invoiced at cost price. 2/3 of the invoiced value will be credited in the event of carriage paid return in perfect condition within a reasonable period of time, provided that the packaging is disposable.
8. our invoices are payable within 10 days net cash. The buyer bears the risk of transmission of the payment. If the purchaser is in arrears with any payment obligations to us, all existing claims shall become due for payment immediately.
9. offsetting against our claims with counterclaims that are not expressly recognized or not legally established is excluded. The same shall apply to the exercise of rights to refuse performance and rights of retention. Rights of the Buyer arising from this contract may not be assigned to third parties. 10.
10. all claims arising from the business relationship with us shall become due immediately in the event of late payment, even of only a partial claim, which shall also release us from the obligation to make further payments. In the event of cessation of payments or deterioration of the customer's assets, we shall be entitled to withdraw from the contract. The customer undertakes to immediately surrender the goods/objects which are our property. We shall be entitled to assert our rights arising from the retention of title - in particular to take back the goods delivered under retention of title - without prior rescission of the respective purchase contract.
11. all goods delivered by us shall remain our property until full payment of all claims, including those arising in the future, from all business relations, including those of companies affiliated with us, including the settlement of a current account balance. we assert extended reservation of title. Further processing shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. If, in the case of §§ 947 Para. 2. 948 BGB, one of the Buyer's items is the main item, the Buyer hereby assigns to us his co-ownership share in the ratio of the invoice value of the preliminary goods to the total value of the new main item. If the processing is carried out together with other materials, we shall acquire co-ownership in the ratio of the invoice value of our goods to the other materials. The co-ownership acquired in this way shall be deemed to be goods subject to retention of title, which the purchaser shall hold in safe custody for us and insure in a manner customary in the trade; insurance claims shall be assigned by us in advance. The resale of the goods subject to retention of title is only permitted in the normal course of business and can be prohibited by us, access by third parties to the goods and claims belonging to us must be notified to us immediately by the buyer. Claims arising from resale are hereby assigned to us in the amount of the outstanding sum until all invoices have been settled. We hereby accept the assignment and are entitled to disclose it. If the value of the existing security exceeds the claims by more than 20% in total, we shall be obliged to release security of our choice at the Buyer's request. We are to be informed of seizure measures by submission of documents. Transfer of ownership by way of security shall be excluded.
12. all damages and defects are to be reported to us in writing immediately upon inspection, at the latest within 10 days after receipt of the goods; if they do not become apparent even after the most thorough inspection, the notice of defect is to be made immediately upon discovery. In the case of justified and timely notification of defects, the purchaser shall only be entitled to claims for rescission or reduction for the goods that have not yet been processed or mixed, insofar as we ourselves are responsible for proven defects; otherwise, we shall be entitled to fulfill our warranty obligation by assigning our warranty claims against our supplier. Further claims are excluded unless we can be proven to have acted with intent or gross negligence. Further excluded are claims for any legal reason, also for compensation of indirect or consequential damages, even if they can be derived from breach of contract or negligent tort. This exclusion of liability shall also apply to the benefit of our employees. Warranty claims due to defects of the goods are furthermore excluded if the goods have been sold according to a sample and the sample has been found to be good or if the buyer has inspected the lot prior to purchase. We shall only be liable for certain properties of the goods if they have been expressly guaranteed in writing in the order confirmation.
13. warranty claims are completely excluded after processing or mixing of the goods. The decisive point in time for the contractual condition of the goods is the time at which the goods leave the dispatch warehouse. The buyer is not entitled to return goods without our consent. All warranty claims shall lapse if the Buyer does not give us the opportunity to examine the identity of the goods complained about and the alleged defects on site and does not provide samples immediately upon request. The claims shall also lapse if the goods are not processed immediately after the defects have been discovered or if our goods are not mixed or combined with goods of a different origin. Warranty claims shall become time-barred at the latest one month after written rejection of the notice of defects by us. Notices of defects do not entitle the buyer to withhold payments.
14. warranty for our special products for constant quality, for customary grades for customary quality, concentration, shrinkage data are only to be regarded as approximate. Processing suggestions according to our best judgment without assumption of a guarantee.
15. in cases of product liability, we shall only be liable for any damages - provided that we are guilty of intent or gross negligence in quality control or otherwise - if we refuse to disclose the identity of the manufacturer or our pre-supplier to the purchaser and assign to him our possible contractual tortious claims.
16. special production: In the case of special colors and special productions, the entire production quantity must be accepted, even in the case of deviations in the delivery quantity of more than +/- 10%, likewise no color guarantee can be given for equality of production to the sample. With special orders an exchange or a return is not possible!!!
17. our application-technical consultation in word and writing is noncommittal also in relation to possible patent rights third and does not release the buyer before the own examination of the products supplied by us on their suitability for these intended procedures and purposes.
18. place of performance for delivery and payment is Gomaringen or Frankfurt/Main. Place of jurisdiction is Tübingen. German law shall be decisive for the business relationship with foreign countries. If German judgments cannot be enforced in the Buyer's home country, the place of jurisdiction for any actions against the Buyer shall be the place of business.
(19) We shall be entitled to process data about the Buyer received in connection with the business relationship or in connection therewith, whether such data originates from the Buyer itself or from third parties, in accordance with the German Federal Data Protection Act (Bundesdatenschutzgesetz).
20. payments have to be made in EUR. If payment in a foreign currency is agreed, the Buyer shall bear the exchange rate risk. We are entitled to assign our claims. All payments shall be made with debt-discharging effect exclusively to the account with bank details stated on our invoices. 21.
If the customer is in default with his performance, even in the amount of a partial performance, or if we become aware of other circumstances limiting the creditworthiness of the customer, we shall be entitled to demand that advance payment be made prior to our performance or to refuse further deliveries to the exclusion of the customer's claims. 22.
(22) Should any of the above provisions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by another provision which comes as close as possible to the economic purpose of this provision.
B E N Kunststoffe Vertriebs - GmbH
We purchase exclusively according to our terms and conditions. Other agreements will only be accepted after express written confirmation and countersignature by us. Conditions not regulated by us will be determined according to legal general terms and conditions.
The supplier's warranty, especially for raw materials, does not expire upon delivery, acceptance or processing into finished products. An extended warranty of the promised properties must still be fulfilled in the case of finished products. If properties are not met, the supplier undertakes to assume the damage incurred in full and to replace all raw materials included free of charge.
In case of mutual claims and liabilities, these can be offset against each other at any time. The supplier agrees to a mutual set-off of claims.
A grace period must be granted, which will be named in the 1st reminder. Default interest may only be charged after the due date of the 1st reminder, the receipt of which has been confirmed by us in writing. The height of the interests on arrears can be brought only according to EU discount rate height into account.
B E N Kunststoffe Vertriebs - GmbH
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