GENERAL PURCHASING TERMS AND CONDITIONS OF SL PACKAGING GMBH
1. Our deliveries, services and offers shall be made exclusively on the basis of these Terms and Conditions, which shall also apply to all future contract agreements, even if they are not expressly agreed upon again. These Terms and Conditions shall be deemed accepted at the latest upon receipt of the goods and services. Contradictory terms and conditions of our contracting party – in particular its terms and conditions of purchase – shall not apply even if we do not expressly object to them.
2. All offers are subject to confirmation and must be seen as an invitation by the customer to submit a binding offer. The contract shall only be concluded upon our written confirmation, also by fax or email. Deviations from these General Terms and Conditions require explicit written confirmation by our company. We shall not be bound by samples, specimens, illustrations in our advertising material and price lists. Catalogues or brochures are published solely for the purpose of giving an approximate idea of the products.
3. Our prices are per piece or other units, excluding packaging, freight, insurance, etc., ex production site or distribution warehouse or EXW in the case of deliveries, unless expressly agreed otherwise. Our prices shall apply from the date of submission of an offer – alternatively, from the date of issue of our order confirmation – for the duration of the period specified in the offer. If the goods are delivered at a later date, we reserve the right to adjust the raw material-dependent price components and thus the individual prices in accordance with any changes in the specific MEPS index in the period from the date of the offer to the date of delivery. Orders for which fixed prices have not been expressly agreed shall be invoiced at the prices valid on the date of delivery. Upon request, the supplier shall provide the relevant index data. For plastic products, the KI index shall apply analogously.
4. Under no circumstances do customary deviations in the failure, weight, dimensions or colours entitle the customer to complain about the delivery. In the case of exclusive articles, we are entitled to a quantity- related excess or short delivery of 15 per cent against invoicing or credit note. If we purchase special, order- related raw materials (e.g. lacquers, steel) and/or accessories for the purpose of production, the person ordering shall be obliged to accept and pay for any excess quantities not processed after production is completed, unless we are responsible for the occurrence of excess quantities.
5. The person ordering is not entitled to assign its claims arising from the contract concluded with us to third parties without our written consent.
6. Unless otherwise agreed, deliveries shall be made unpacked (loose), at the latest 1 week after production of the order. We are entitled to make partial deliveries.
7. We reserve the right to exceed delivery times by up to 2 weeks. In the event of delays due to force majeure, the delivery period shall be extended accordingly. Insofar as events of force majeure and events equivalent thereto, such as strikes, lockouts, war, warlike events, shortage of raw materials and energy, damage to machinery, fire, explosion, laws and regulations, local export and import bans, traffic blocks and other circumstances beyond our control, significantly change the economic importance or receipt of the delivery or service or have a considerable effect on the supplier’s operations, the contract shall be adjusted accordingly. If this is not economically justifiable, the supplier shall have the right to withdraw from the contract. If the supplier wishes to exercise the right of withdrawal, it shall inform the person ordering thereof without undue delay after having realised the consequences of the event, even if an extension of the delivery period had initially been agreed with the person ordering. Delays in delivery or inability to deliver as a result of circumstances for which we are not responsible shall exclude the assertion of claims for damages, replacement procurement and withdrawal from the contract on the part of the person ordering. The same shall also apply in the case of non-binding delivery dates.
8. The goods always roll – even in the case of carriage paid delivery – at the risk of the recipient. This also applies to delivery with our vehicles. In the absence of customer instructions, shipment will be carried out at our discretion. If the customer provides its own transport services, we are entitled to charge a handling flat rate of €220.00 plus VAT, currently 19%.
9. Delivered goods are to be checked immediately by the person ordering for completeness and to ensure that they are free of defects. Defects must be reported in writing without delay, at the latest after 5 working days, calculated from receipt of the goods. After expiry of this period, the delivery shall be deemed to have been agreed and delivered in accordance with the contract. Liability for corrosion damage in the course of or after storage of the delivery is excluded. Claims for subsequent performance are limited to the right to remedy the defect or to delivery of a defect-free item at our discretion. We are also entitled to credit invoice amounts and to withdraw from the contract if subsequent fulfilment is not possible with reasonable means. If the subsequent performance (new delivery or rectification of the defect) is also defective, the buyer may withdraw from the contract or reduce the purchase price. No rights can be asserted with regard to the remaining quantities due to defective partial deliveries. Unless expressly agreed otherwise, the warranty shall commence with the statutory transfer of risk and shall be 12 months.
Unless otherwise agreed, the characteristics of our products are defined by our product specifications. The (warranty) guarantee covers production defects under the product specifications as described in relevant European standards. Repair, modification or replacement of parts during the warranty period does not result in an extension of the warranty period.
The warranty shall expire in the event that:
· the goods are damaged during transport or stored by the customer under unsuitable conditions;
· the goods are used improperly, for example under excessive stress (mechanical, chemical, electrical, thermal, etc.)
· faulty assembly or repair is carried out by the customer or by persons other than us without our consent;
· Brands, serial numbers or the sealing of the goods are changed
In order to enforce the warranty, customers must notify us of any defects immediately in writing and provide all the necessary evidence for this purpose (date of manufacture, serial number, UN approval marking, description, pictures, order, specification, use). The customer shall assist us in assessing and rectifying any defect. Furthermore, the customer shall refrain from carrying out repairs independently, either directly or via others, unless this has been expressly agreed with us.
10. Any further claims of the Contract Awarder, in particular claims for compensation for damage that has not occurred to the delivered item itself, are excluded. This exclusion of liability does not apply in the case of intent or gross negligence. The claim of compensation for pure financial loss – for example due to operational stillstand – or loss of profit shall be limited or restricted to damage typical for the business and by the principle of good faith, e.g. in the event that the price is disproportionate to the amount of damage. Furthermore, the exclusion of liability shall not apply in cases in which we are liable under the Product Liability Act for defects which have caused material damage to privately used objects as a result of the delivered item. This shall also not apply in the absence of characteristics which we have expressly warranted if the purpose of the warranty was to protect the Contract Awarder against damage not occurring to the delivered item itself. Furthermore, this exclusion of liability shall not apply to claims for damages arising from injury to life, limb or health which are due to a negligent breach of duty by our legal representatives or vicarious agents. The person ordering shall bear sole responsibility for the suitability and expediency of the packaging containers offered by us and ordered by it.
11. The invoice of our deliveries shall be in EURO. Payment is to be made in cash within 14 days after date of invoice and without any deduction. Bills of exchange and cheques shall only be accepted by us on agreement – subject to final redemption or crediting to our account. All discount charges and any other expenses incurred by us as a result of a bill or exchange or cheque transactions shall be borne by the ordering person.
12. If the terms of payment agreed upon with us are not complied with or if, after the conclusion of the contract, circumstances become known which call into question the creditworthiness of the customer and the enforceability of our claims for payment, we shall be entitled to declare all claims arising from the business relationship immediately due and payable. We are also entitled to demand advance payments for deliveries that have not yet been made as well as to withdraw from the contract after a reasonable period of grace following failure to make due payments and to demand compensation for damages due to non-fulfilment. In the event of default of payment by the customer, we shall be entitled to charge interest on the outstanding amount at a rate of 8 percentage points above the base interest rate of the Deutsche Bundesbank.
13. The person ordering may only offset our claims with undisputed, legally established or recognised claims. The customer has not right of retention due to disputed counterclaims. Unless otherwise agreed, the customer is responsible for compliance with all laws and regulations concerning import, transport, storage of data and use of the goods.
14. The delivered goods shall remain the property of the supplier until payment of all claims of the supplier has been made, irrespective of the legal grounds, including future and conditional claims, also from contracts concluded at the same time or later. This shall also apply if payments are made on specially designated claims. The processing of reserved goods shall be carried out for the supplier as manufacturer within the meaning of Article 950 of the German Civil Code (BGB). The processed product shall be deemed to be reserved goods in the meaning of the preceding paragraph. If the reserved goods are processed, combined or mixed with other goods by the person ordering, the supplier shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods of the invoice value of the other goods used. If the supplier’s ownership lapses as a result of the goods being combined or mixed, the person ordering hereby assigns to the supplier the ownership rights to which it is entitled in the new stock of goods or the item to the extent of the invoice value of the reserved goods and shall hold them in safe custody for the supplier free of charge. The co-ownership rights arising hereunder shall be deemed to be reserved goods.
The claims of the person ordering arising from the resale of the reserved goods or their leasing are already now assigned to the supplier. In addition, the person ordering assigns to the supplier the expectant rights to the reserved goods as security. Claims or expectant rights assigned hereunder shall serve as security to the same extent as the reserved goods themselves. The supplier hereby accepts the assignment. If these goods are sold or let by the person ordering together with other goods not supplied by the supplier, the assignment of the claim arising from the resale/rental shall only apply to the amount of the resale or rental value of the reserved goods sold or let in each case. In the event of the sale or rental of goods in which the supplier has co-ownership shares, the assignment of the claim shall only apply to the amount of these co-ownership shares. Only under these conditions and only in the ordinary course of business, but not in the case of delivery for the personal use of the person ordering and no longer in the case of cessation of payments, shall the person ordering be authorised to resell or sublet the reserved goods. Upon the supplier’s request and at any time, the person ordering shall inform the supplier of the names of the debtors of the assigned claims and notify the debtor of the retention title and assignment. In all other respects, any resale shall require the prior written consent of the supplier. This also applies to materials which have been assigned to the supplier as security.
15. Drafts, drawings and tools (including printing screens) made by us may only be used by us or by third parties commissioned by us for production for us. For tools made by use or by a third party on our behalf for the purpose of fulfilling the customer’s orders, the person ordering shall be charged with the agreed costs or, alternatively, with the usual costs. The person ordering shall guarantee that the production and delivery of items manufactured according to its specifications do not infringe on the industrial property rights of third parties. The person ordering shall indemnify us against all claims in this respect on first demand. Moulds, templates and other devices remain our property.
16. Should one or more of the above conditions be or become invalid, the validity of the remaining terms and conditions shall remain unaffected.
Herford is the place of performance and exclusive place of jurisdiction. German law shall apply exclusively to the exclusion of the United Nations Convention or Contracts for the International Sale of Goods (CISG) of 11. April 1980 and any subsequent agreements.
HERFORD, OCTOBER 2016
THE MANAGEMENT OF THE SL PACKAGING GMBH