1. Scope

a) The following General Terms and Conditions (hereinafter referred to as ‘GTC’) apply to all current and future deliveries and services provided by DL Kunststofftechnik GmbH (hereinafter referred to as “Contractor”) to its contractual partners (hereinafter referred to as ‘Client’).

b) Any deviating, conflicting or supplementary terms and conditions of the client shall not become part of the contract unless the contractor expressly agrees to their validity in writing.

c) Individual agreements between the client and the contractor shall take precedence over these General Terms and Conditions, provided they are recorded in writing.

d) Amendments to these terms and conditions shall be communicated to the client in writing. They shall be deemed to have been approved if the client does not object in writing within 14 days of receipt; the contractor shall specifically draw the client's attention to this in the notification of amendment.

2. Subject matter of the contract

a) The contracting parties agree to cooperate in accordance with the specific, individual contractual agreement. An employment relationship within the meaning of Section 611a of the German Civil Code (BGB) is not intended and is not established by this contract.

b) The subject matter of the contract is the goods ordered by the client or the services commissioned from the contractor. The contractor's offer or order confirmation shall be decisive for the quality of the goods. Unless otherwise agreed, § 434 (1) sentence 3 BGB shall apply.

3. Conclusion of the contract

a) A contract with the contractor shall be concluded when the client confirms the offer submitted by the contractor in writing or by electronic mail (e-mail). The client shall be bound by the customer order (offer) for a period of four (4) weeks from receipt by the contractor.

b) The subject matter of the contract and the specific description of tasks or services are set out in the written order, the order confirmation or the contractor's offer.

4. Contract term and termination

a) The contract shall commence and end at the individually agreed time specified in the order or order confirmation.

b) The contractor is entitled to terminate the contract without notice for good cause. Such good cause shall be deemed to exist in particular if
– the client is in default with a due payment and does not make this payment even after a reasonable grace period has expired, or
– the client experiences financial collapse after conclusion of the contract, in particular in the event of insolvency or the opening of insolvency proceedings.

c) Notice of termination must be given in writing.

5. Scope of services, obligations of the contracting parties

a) The scope of services provided by the contractor is specified in the order placed by the client, the offer or the order confirmation. It generally comprises the tasks and deliveries described in detail therein.

b) The contractor shall provide the equipment, materials and personnel necessary for the proper performance of the services, unless otherwise agreed in individual contracts.

c) Both parties undertake to cooperate to the best of their knowledge and belief, to provide each other with information, details and experience, and thus to ensure smooth and efficient operations.

d) Each party may request changes to the agreed scope of services in writing. Upon receipt of a request for change, the recipient shall examine whether and under what conditions the change is feasible and shall notify the applicant of its approval or rejection in writing. If a request for change by the client requires extensive review, the contractor may charge for the review costs incurred, subject to prior notification, provided that the client nevertheless insists on the review.

e) Necessary contractual adjustments resulting from an approved amendment shall be recorded in a written amendment agreement and shall come into force in accordance with these General Terms and Conditions.

f) The choice of materials shall be made in accordance with the technical and functional requirements specified by the client. The contractor shall not be liable for the properties of the raw material if it has been selected on the basis of the client's specifications. If the contractor uses a material proposed by itself, it shall bear the risk of suitability.

g) All requirements, specifications and technical specifications of the client must be communicated in writing at the time of enquiry or order placement. If requirements are communicated retrospectively or not in writing, the contractor shall not be liable for their non-consideration.

6. Prices, payment and shipping terms

a) Orders shall be invoiced at the fixed price specified in the individual contract or in the order confirmation. All prices are exclusive of the applicable statutory value added tax, unless otherwise agreed in writing.

b) Unless otherwise agreed, the fixed price does not include the costs of packaging, transport, transport insurance, customs clearance or assembly services. These will be charged separately.

c) For services provided on a time and material basis, the estimated prices stated in cost estimates or quotations are non-binding. The underlying quantity and time estimates are based on an assessment of the scope of services prepared to the best of our knowledge.

d) Value added tax shall be invoiced at the rate applicable at the time of service provision.

e) Invoices are payable immediately upon receipt without deduction, unless a different payment term has been agreed in writing.

f) Until all claims arising from the current business relationship have been paid in full, the delivered goods remain the property of the contractor (retention of title in accordance with Sections 158, 449 of the German Civil Code (BGB)).

g) The client shall bear the costs and risk of shipping the goods. If the client wishes to take out transport insurance, they must expressly request this and bear the costs.

h) If collection by the customer has been agreed, the risk of accidental loss or deterioration of the goods shall pass to the customer when the goods are made available for collection. The customer shall be solely responsible for securing the load, transport and any transport damage.

i) Delivery dates are only binding if they have been confirmed in writing by the contractor. In the event of delivery delays due to force majeure, unforeseeable obstacles or delivery problems on the part of suppliers, the delivery period shall be extended accordingly.

7. Duty to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB)

a) The client is obliged to inspect the subject matter of the order immediately upon delivery for completeness, conformity with the delivery note and any visible defects.

b) Obvious defects must be reported in writing immediately, at the latest within 10 working days of delivery. Hidden defects must be reported in writing immediately after discovery.

c) If the client fails to inspect the goods in good time or to notify us of any defects, the goods shall be deemed to have been approved in accordance with Section 377 of the German Commercial Code (HGB).

8. Warranty

a) The warranty is governed by the statutory provisions, unless otherwise specified below.

b) There shall be no warranty claim if the contractor's service relates to repairs, rectifications or processing of products that do not originate from the contractor or whose original cause of defect does not lie within the contractor's area of responsibility.

c) The warranty claim shall lapse if the client or a third party makes changes, modifications or repairs to the product without first obtaining the contractor's consent, unless the client can prove that the defect claimed is not attributable to the change or modification.

9. Liability

a) The contractor shall be liable for intent or gross negligence in accordance with the statutory provisions. In cases of simple negligence, the contractor shall only be liable for the breach of an essential contractual obligation (cardinal obligation), the fulfilment of which is essential for the proper execution of the contract and on the observance of which the client may regularly rely; in this case, liability shall be limited to the damage typically occurring and foreseeable at the time of conclusion of the contract.

b) The contractor shall not be liable if the delivered goods are used improperly, not used for their intended purpose or exposed to mechanical, thermal or chemical overload. The same shall apply if the client or third parties make changes, interventions or other modifications to the goods without the written consent of the contractor.

c) The contractor shall not be liable for defects attributable to the design or specification of the scope of services, insofar as this design was specified or approved by the client.

d) DL Kunststofftechnik GmbH shall not be liable for any direct or indirect consequential damages or for any consequential costs of any kind. Liability is limited to products manufactured by DL Kunststofftechnik GmbH itself.

e) Claims for compensation for financial losses of any kind, in particular lost profits, business interruption, loss of use, loss of production or other indirect economic disadvantages, are excluded.

f) In the event of defects in the delivered goods, the supplier's liability shall be limited to subsequent performance by repair or replacement. Costs for the removal of the defective goods and for the installation of the replaced or repaired goods shall not be borne. Further claims, in particular for reimbursement of assembly, disassembly, transport, labour or material costs, are excluded, unless there is intent or gross negligence or mandatory statutory provisions to the contrary.

g) The above limitations of liability shall not apply in the event of injury to life, limb or health, fraudulent concealment of a defect or the assumption of a guarantee.

10. Place of jurisdiction and applicable law

a) All contracts between the parties shall be governed exclusively by German law.

b) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of the contractor (City of Unna, Germany).

c) However, the contractor shall also be entitled to sue the client at the client's general place of jurisdiction.

11. Other conditions

a) Our General Terms and Conditions in german apply. The German version is legally binding.