General Terms and Conditions
\nI
\n1. Application
\n1. We shall execute delivery only on the basis of the following terms and conditions. In cases of
\nongoing business relationships, these terms and conditions shall also apply to future transactions,
\neven if they are not expressly referred to, provided that the customer was made aware of them when
\nan order was previously carried out by us.
\n2. We shall only be bound to other contrary purchasing terms and conditions of the customer, who is
\nreferred to as “Buyer” hereinafter, if they have been expressly accepted by us in writing.
\n2. Offers
\n1. Our offers are subject to change in terms of price, quantity, delivery time and delivery options
\nunless they have been designated as binding offers.
\n2. The INCOTERMS 1953 shall additionally apply to all deliveries to foreign countries.
\n3. the provisions under point 13 clauses 1 and 2 shall also apply if we are the buyer or purchaser
\nand the seller uses different terms and conditions of sale.
\n3. Prices
\n1. The prices are ex works, including those relating to freight, customs, import duties and packaging,
\nand are subject to additional Value Added Tax in the statutory amount applicable at the time of delivery.
\n2. We reserve the right to change our prices accordingly if, after conclusion of the contract with an
\nagreed delivery period of more than 2 months, there are cost increases or decreases (in our own
\ncost prices, freight, shipping and ancillary shipping costs, customs duties). We shall provide evidence
\nof this upon request. If the increase amounts to more than 5% of the agreed purchase price, the
\nbuyer shall be entitled to terminate or withdraw from the contract. We reserve the right to rescind the
\ncontract if there is a change in currency or in the exchange rates during the time period between the
\nconclusion of the contract and the delivery, or partial delivery of goods takes place. Furthermore, we
\nare also entitled to charge the Buyer for any exchange rate losses incurred if payments have been
\ncredited to our account only after the agreed due date.
\n4. Weights and measurements, shortfall quantities and wrong deliveries
\n1. The proper determination of weights and measurements, also those for accounting purposes, is
\ncarried out during loading by us or by our authorized agent, unless the Buyer demands, at his cost,
\nthat the weight be determined by the railway authorities at the station of departure.
\n2. Shortfall quantities and wrong deliveries are to be reported within a time period of one week;
\nrejected goods may not be processed, mixed or used. The laws in the German Commercial Code
\n§377 (HGB) shall apply to all business dealings with our commercial customers.
\n5. Obligations to deliver and to accept delivery
\n1.If we are to blame for the agreed delivery deadline not being met and if we have not acted negligently
\nor with willful intent, the Buyer is entitled to demand compensation for the delay, with the
\nexclusion of other claims, after a reasonable extension has passed, or he is entitled to cancel the
\ncontract if he indicated that he would decline the goods or service in writing at the point in time when
\nthe extension date was set. The compensation for delay is limited to a maximum of 5% of the part of
\nthe delivery, which is not executed in accordance with the contract.
\n2. We are entitled to reasonable, partial deliveries. Any partial deliveries are considered special business
\ntransactions with regard to the issuing of invoices and payment (see no. 12).
\n3. Events of force majeure entitle us to postpone delivery for the duration of such disruption and a
\nreasonable start-up time thereafter, or to cancel the contract either in full or in part because of the
\nnot yet fulfilled part of the contract. Force majeure, which includes epidemics, pandemics and natural
\ndisasters, is opposed to strikes, lockouts and unforeseeable circumstances, such as business
\ndisruptions, which make it impossible for us to execute timely delivery despite all reasonable efforts.
\nThis shall also apply when the previously mentioned disruptions occur during a delay in delivery or
\nwith a subcontractor.
\n6. Shipping
\n1.Unless otherwise agreed, we shall select the packaging, type of shipment and shipping route at
\nour discretion using our best judgment.
\n2. Risk also transfers to the Buyer in the case of freight- paid deliveries once the delivery item(s)
\nleaves the supplying factory. For cases where the Buyer is responsible for the delays, the risk is
\ntransferred as soon as notification that the products are ready for shipment has been issued.
\n3.If a special shipping method and\/or a special shipping route has been requested by the Buyer, he
\nshall bear the extra costs incurred compared to the cheapest shipping option if we have committed
\nourselves to executing freight paid delivery.
\n7. Retention of title
\nThe goods shall remain our property until full payment of the purchase price has been made. The
\nrule stipulated in point 2.5 (installation of the goods subject to retention of title into your own property)
\nshall apply accordingly; however, it does not depend upon whether it is deemed commercial. The
\nrules laid out in point 2 shall apply to all business transactions with our commercial customers.
\n8. Trademarks
\nIn the case of deliveries of goods that have protected trademarks, the Buyer may only use the trademark
\nin connection with the products made out of the delivered item, if the holder of the trademark
\nhas expressly agreed to this in writing in advance. This shall apply to all processing stages.
\n9. Warranty rights of the Buyer and limitation of these rights
\n1.Warranties of any type are excluded for merchandise designated as “reclaimed”.
\n2. The prerequisite for the enforcement of rights is that the Buyer must report obvious defects to us
\nwithin one week after delivery has been made. Hidden defects are to be reported to us within one
\nweek after detecting such damage. Transport damages are to be reported immediately in writing. For
\ndeliveries made by railway, by commercial transport vehicles for long or short distance hauling, or
\nmade by any other transport carrier, the Buyer must observe the necessary formalities for the carrier.
\n3. Damages which were caused by defects to the delivered merchandise are to be reported to us
\nimmediately by specifying the handled goods.
\n4.If the Buyer discovers a defect, he is not permitted to use, combine, install, sell, etc. The merchandise
\ndelivered by us until evidence is preserved with us, or an independent procedure of taking evidence
\nis carried out in compliance with §§ 485 German Code of Civil Procedure (ZPO), or a consensual
\nsolution has been made with us.
\n5. If the notification of defects is justified, we are obligated to execute a replacement delivery to the
\nexclusion of other warranty obligations. If the replacement delivery also fails or we do not fulfil our
\nobligation within the reasonable time periods, the Buyer can demand that the purchase price be
\nlowered (reduction), he can cancel the contract, and\/or demand compensation for damages.
\n6. Further claims− regardless of their legal basis− are hereby excluded.
\n7. The aforementioned terms and conditions shall apply accordingly if we deliver other merchandise
\nthan what was agreed upon in the contract.
\n10. Warranty, information and consultation
\n1.The information and advice we give on technical applications, both written and pictorial, is done to
\nthe best of our knowledge −also relating to any possible protected rights of third parties− and do not
\nrelease our Buyer from carrying out his own check of our merchandise for its suitability for the intended
\nprocesses and purposes. We shall only be liable if we, our employees and vicarious
\nagents can be accused of gross negligence and willful intent.
\n2. Reference to technical standards and descriptions in the catalogue serve only to describe the
\ngoods and services provided. A formal guarantee for certain properties of the delivered goods must
\nbe made in writing in the order confirmation.
\n11. Other limitations of liability
\n1.Furthermore, our liability for damages due to contractual and legal violations is limited in accordance
\nwith the following terms and conditions.
\n2. Liability for simple negligence is excluded, regardless of the legal basis. This shall also apply to
\nliability for the actions of authorized representatives or vicarious agents. In cases where essential
\ncontractual obligations are breached, we shall also be liable for simple negligence. Essential
\ncontractual obligations are those whose fulfillment is a prerequisite for enabling the proper fulfillment
\nof the contract in the first place and whose observance the Buyer can rely on.
\n3. Liability for consequential and unforeseeable damages, loss of production, loss of use, consequential
\ncharges during further processing, loss of profits, savings that failed to materialize, and property
\ndamages due to third party claims, is excluded for simple negligence unless there is evidence of
\ninjury to life, limb or health.
\n4. All liability for damages on our part is limited to foreseeable damages that typically occur, as long as
\nwe cannot be blamed for willful conduct with regard to the breach of duty.
\n5. Claims for damages arising from liability according to mandatory legal provisions of the product liability
\nlaw shall remain unaffected. However, our liability shall be excluded for the case where the manufacturer
\nor pre-supplier is informed by the Buyer in writing within 4 weeks after reporting the goods
\nthat caused the damage.
\n6. If and when our liability is excluded or limited, this shall also apply to the personal liability of our
\nworkers, employees, associates, representatives and vicarious agents etc.
\n7. All liability limitations shall not apply to damages resulting from injury to life, limb or health, or in cases
\nwhere there is a guarantee or a guarantee of quality has been accepted, or if we are accused of gross
\nnegligence.
\n12. Payment
\n1.Our invoices are due in full 30 days after the invoice date and are to be paid either in cash or by bank
\ntransfer to one of our bank accounts.
\n2. If the agreed payment date is exceeded, interest shall be charged in the amount of 8 % points over
\nthe current base interest rate, provided we do not demonstrate that a higher rate of debt interest is due.
\nWe expressly reserve the right to the assertion of further damages caused by default.
\n3. We reserve the right to refuse acceptance of checks or bills of exchange. Checks and rediscountable
\nbills of exchange are only accepted as conditional payment; all associated costs are to be paid by the
\nBuyer.
\n4. If a SEPA direct debit mandate has been agreed upon, we are entitled to collect payments from the
\nBuyer’s bank account by means of direct debit. The Buyer shall instruct his financial institution to honor
\ndirect debits on his account which drawn by us. Collection of the direct debit shall be carried out on the
\ndate the invoice is due. If the due date is not a bank work day, the account will be debited on the next
\nbank work day. The Buyer shall be informed of the upcoming collection three bank work days ahead of
\ntime (pre-notification); the Buyer pledges to ensure that there are sufficient funds to cover the amount
\nto be debited. It is not possible to reverse charges (back posting). Costs, which
\nare incurred as a result of the bank not honoring a direct debit or from back posting, shall be paid by
\nthe Buyer unless the non-payment or back positing is caused by us.
\n5. Non-compliance with the payment conditions or circumstances, which give reason to serious doubts
\nas to the creditworthiness of the Buyer, will result in all of our outstanding bills becoming due
\nimmediately. Furthermore, we are entitled to require advanced payments for any deliveries still
\noutstanding, to cancel the contract after a reasonable period of extension, or to require compensation
\nfor damages due to non-compliance, and further we are entitled to forbid the Buyer from disposing the
\ngoods and to take back any unpaid goods at the Buyer’s expense.
\n6. The Buyer is entitled to offsetting rights if his counterclaims are legally binding, uncontested or
\nrecognized by us. Furthermore, exercising his right of retention is only authorized to the extent that his
\ncounterclaim is uncontested. A right of retention can only be drawn from the same contractual relationship
\nfrom which our claim is asserted. For this purpose, it will be geared to the individual order and not
\nto a contingent summary in one invoice.
\n13. Final clauses
\n1. The place of fulfillment is our company’s headquarters.
\n2. The place of jurisdiction for business transactions with our commercial customers is the Local Court
\nof Geilenkirchen and the District Court of Aachen for a disputed amount of more than € 5000 euro.
\n3. German law shall apply exclusively. The application of uniform laws from July 17, 1973 regarding the
\ninternational sale of moveable goods (Federal Law Gazette (BGBI) , p. 856), as well as the conclusion
\nof international sales contracts for moveable goods are excluded.
\nII.
\nRetention of title in the course of business transactions with our
\ncommercial customers
\n1. The delivered goods shall remain our property, as goods subject to the retention of title until payment
\nof the purchase price has been remitted and until all pre-existing outstanding purchase price claims
\narising from the business relationship and the still outstanding ancillary debts (interest for late payments,
\ndamage caused by delay, etc.) that are closely related to the delivered goods are paid in full. Itemization
\nof individual amounts receivable in a current invoice or the calculation of a balance and its approval
\nshall not abrogate the retention of title. In cases where the Buyer delays payment, we shall be entitled
\nto take back the goods subject to the retention of title after issuing a warning; the Buyer hereby consents
\nto us taking seizure of the goods subject to retention of title.
\n2. If the goods subject to retention of title are processed into a new moveable good by the Buyer, the
\nprocessing will be done in our name without committing us in any way; the new item shall become our
\nproperty. For processing undertaken together with other goods, which do not belong to us, we acquire
\nownership to the new item in the same ratio as that between the value of the goods subject to retention
\nof title and the value of the other goods at the point in time they were processed. If the goods subject
\nto retention of title are combined, blended or mixed with goods which do not belong to us as defined in
\n§§947, 948 German Civil Code ( BGB), we shall become joint owner in accordance with legal provisions.
\nIf the Buyer acquires sole ownership as a result of combining, blending or mixing, he hereby transfers
\nco-ownership not in the same ratio as that between the
\nvalue of the goods subject to the retention of title and the value of the other goods at the point in time
\nwhen they are combined, blended, or mixed. We hereby accept the transfer of title. In these cases, the
\nBuyer must safeguard our property or items in our joint ownership free of charge, which are also considered
\nas goods subject to retention of title as defined in the following provisions.
\n3. If the goods subject to retention of title are sold by the Buyer on their own or together with other
\ngoods which do not belong to us, the Buyer hereby transfers the claims to us which arise from the resale
\n−with all ancillary rights− in the amount that the goods subject to retention of title are valued at; we
\nhereby accept this transfer. The value of the goods subject to the retention of title is our invoice amount
\nplus an extra security charge of 38% (see no. 10 for calculation), which remains however disregarded
\nif it conflicts with the rights of third parties. If the resold goods subject to retention are our joint property,
\nthe assigned claims shall extend to the amount that corresponds to our share of co-ownership. Point
\n2.1 Line 2 shall apply accordingly to the extended retention of title; the assignment in advance carried
\nout in accordance with point 2.3 lines 1 and 3 shall also extend
\nto the outstanding balance.
\n4. If the goods, subject to retention of title are installed in the property of a third party as an essential
\ncomponent, the Buyer hereby transfers to us now all existing claims against a third party or against
\nwhoever is concerned for reimbursement in the amount of the value of the goods subject to
\nretention and all ancillary rights, including those from the granting of a debt-securing mortgage; we
\nhereby accept the transfer. Numbers 2.3, lines 2 and 3 shall apply accordingly.
\n5. If the goods subject to the retention of title are installed by the Buyer in the Buyer’s property as an
\nessential component, the Buyer now hereby transfers to us the claims arising from the commercial sale
\nof the property with all ancillary rights in the amount of the value of the goods subject to retention; we
\nhereby accept the transfer. 2.3, lines 2 and 3 shall apply accordingly.
\n6. The Buyer is entitled and authorized to resell, use or install the goods subject to retention of title
\nonly in the usual proper course of business and only under the condition that the claims as defined in
\nnumbers 2.3, 4 and 5 are actually transferred to us. The Buyer is not entitled to other provisions pertaining
\nto the goods subject to the retention of title, in particular pledging them as collateral and assignments
\nas security.
\n7. Subject to revocation, we authorize the Buyer to collect the claims transferred under 2.3, 4 and 5.
\nWe shall not make use of our own authority to collect as long as the Buyer meets his payment obligations,
\nalso to those towards third parties. Upon our request, the Buyer must disclose the name of the
\ndebtors of assigned claims and notify them of such claims; we are also authorized to notify
\nthe debtors of the assignment ourselves.
\n8. The Buyer must inform us immediately of any compulsory enforcement proceedings by third
\nparties with regard to the goods subject to retention of title or the assigned claims by handing over the
\ndocuments to us, which are necessary to object to these proceedings.
\n9. The right to resell, to use and to install the goods subject to the retention of title shall terminate with
\nthe suspension of payments, the application for or commencement of insolvency proceedings, or the
\nundertaking of an out-of-court settlement with the creditors (§305 I No. 1 German Insolvency Code
\n(InsO); furthermore, the authority to collect the assigned claims shall be terminated; and the direct debit
\nauthorization for a protest of a check or bill of exchange shall also be terminated.
\n10. If the realizable value of the collateral securities given surpasses the claims to be secured from
\ndelivery transactions by more than 38 % (10% reduction of value due to possible losses, 4% due to
\n§171 I German Insolvency Code (InsO), 5% due to §171 II InsO, and value added tax at the
\nrespective statutory rate – currently 19%), we shall be obligated to return or release them upon the
\nBuyer’s request. Upon payment of all our claims from delivery transactions, ownership of the goods
\nsubject to retention of title and the assigned claims shall be transferred to the Buyer.
\nLast updated: June 2021 – Universal Polythex Kunststoffe GmbH<\/p>\n","protected":false},"excerpt":{"rendered":"
General Terms and Conditions I 1. Application 1. We shall execute delivery only on the basis of the following terms and conditions. In cases of ongoing business relationships, these terms and conditions shall also apply to future transactions, even if they are not expressly referred to, provided that the customer was made aware of them […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":11,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-1236","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/universal-polythex.vdevs.eu\/en\/wp-json\/wp\/v2\/pages\/1236","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/universal-polythex.vdevs.eu\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/universal-polythex.vdevs.eu\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/universal-polythex.vdevs.eu\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/universal-polythex.vdevs.eu\/en\/wp-json\/wp\/v2\/comments?post=1236"}],"version-history":[{"count":1,"href":"https:\/\/universal-polythex.vdevs.eu\/en\/wp-json\/wp\/v2\/pages\/1236\/revisions"}],"predecessor-version":[{"id":1237,"href":"https:\/\/universal-polythex.vdevs.eu\/en\/wp-json\/wp\/v2\/pages\/1236\/revisions\/1237"}],"wp:attachment":[{"href":"https:\/\/universal-polythex.vdevs.eu\/en\/wp-json\/wp\/v2\/media?parent=1236"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}