Terms of delivery and payment of Lockweiler Plastic Werke GmbH for business dealings with companies
§ 1 Conclusion of contract, prices
1. Our general terms and conditions (GTC) always take priority over contradictory/additional of those of the purchaser.
2. A contract becomes binding if the order is confirmed in writing within two weeks or the goods are shipped to the destination specified by the Customer.
3. All prices apply in € ex works/warehouse and are exclusive of statutory sales tax. The costs of packaging, shipment, transport, customs, charges and public duties are charged separately. For small orders of a value below €150 net, we make a fixed charge of €20 to cover administrative costs.
4. In case the agreement of a delivery-time of four months has exceeded, we reserve the right to transfer occurring cost increases for procurement, production, delivery etc. to the Buyer in terms of a proportionate part of the total amount.
§ 2 Delivery times, delayed delivery, default of acceptance
1. All delivery times stated by us without a written, explicit agreement are non-binding.
2. Operational disturbances (e.g. strike etc.) occurring through no fault of our own, either in our company or that of our suppliers or transport companies engaged by us will delay delivery times accordingly.
3. If the customer can be shown to have suffered damage due to a delay for which we are responsible, the Customer is entitled to claim compensation for default. This shall be of a fixed rate of 0.5% for every full week that the delay lasts, subject to a maximum of 5% of the value of the goods in that part of the delivery which was, as a consequence of the delay, not performed in due time or in accordance with the terms of the contract. This does not affect the additional legal rights of the Customer due to delayed delivery in the case of intent or gross negligence.
4. In the case of default of acceptance on the part of the Customer, §§ 373 and 374 of the HGB (German Commercial Code) shall apply.
§ 3 Shipment, transfer of risk, insurance
1. Unless it is stipulated, we are free to determine the type of shipment to be used.
2. Shipment is always for the account of and at the risk of the Customer. The handover of the goods to the transporter is essential for passing the risk and for the compliance of delivery-times.
3. We are entitled but not obliged to insure deliveries in the name of and for the account of the Customer.
4. To secure any claims for compensation resulting from transport damage, the consignment note, and in the case of rail transport the determination of facts document and declaration of assignment, in the case of truck shipments with a notice of damage and signature of the driver, are to be sent immediately to the Supplier.
§ 4 Terms of payment, right of retention, offsetting
1. Unless otherwise agreed, payment is due 30 days following the date of invoice without deductions by transfer to one of our stated accounts. We would ask new customers to render prepayment. For payment within 14 days from invoice date we will grant a cash discount of 2% of the invoice sum. For prepayment or cash on delivery, we will grant a 3% cash discount.
2. The Customer has no right of retention, unless based on the same contractual relationship. Offsetting may only be declared by the Customer in the case of claims which are uncontested or have been legally established.
3. If following conclusion of the contract a significant endangerment of the claim to payment to which we are entitled arises, we may demand advance payment or securities within an appropriate deadline and refuse to render performance until payment has been made.
4. Payments will be set off against the respective older receivable amount, even if the payment is for certain specified goods.
§ 5 Warranty, limitation, disclaimer
1. All warranties are regulated in accordance with the HGB (German Commercial Code) and BGB (German Civil Code).
2. Claims due to defects lapse in the case of new items twelve months following the transfer of risk.
3. The purchase of used items is always to the exclusion of any warranty.
§ 6 Retention of title
We have retention of title, subsequent and extended retention of title and current account retention for the goods sold by us until payment has been received in full for all of our claims from all business connections at the goods value of the respective (residual) claims.
§ 7 Provision of materials, special designs, industrial property rights
1. If materials are to be supplied by the Customer, these must be delivered in due time and in perfect condition to the agreed production site at the cost and risk of the Customer with a reasonable excess volume of at least 10%.
2. If we produce a product in accordance with samples, models, design drawings or other Customer specifications, we shall not be liable for errors including errors of function arising from the documents/objects submitted by the Customer.
3. In the case of special designs or special colours, we reserve the right to vary quantities by ±10%.
4. No documents made available to the Customer in connection with the order (e.g. drafts, design drawings, calculations, etc.) may be passed on to a third party without our written authorisation.
5. The customer is held liable to us that the activities performed to his instructions do not breach any third-party industrial property rights and in the event of any violation thereof he releases us from liability and in the event of recourse he will reimburse us with any damages incurred
§ 8 Place of performance, place of jurisdiction, applicable law, severability clause
1. The place of fulfilment and payment is Lockweiler. The exclusive place of jurisdiction for all disputes is the Merzig local court (Amtsgericht) or Saarbrücken regional court (Landgericht), depending on the value in dispute.
2. This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention.
3. Should individual terms in this contract be or become ineffective or contain a gap, this will not affect the remaining terms. The parties undertake to replace the ineffective regulation with a legally admissible one which comes as close as possible to fulfilling the economic purpose of the ineffective provision or closes the gap.
§ 9 Final provisions
All changes and amendments to the contract must be in writing.
Lockweiler Plastic Werke GmbH
HRB 63215 Saarbrücken
Managing partner: Meinrad Scherer