General Terms and Conditions of Sale and Delivery (GTC) PRO-plast Kunststoff GmbH

§ 1 Scope

1. All deliveries and the associated services are carried out exclusively on the basis of these terms and conditions of sale and delivery. References by the purchaser to his terms and conditions are hereby contradicted. We only recognize terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB).
2. These terms and conditions of sale also apply to all future transactions with the customer, provided that they are legal transactions of a similar nature.
   
3. Individual agreements made with the buyer in individual cases (including collateral agreements, additions and changes) always take precedence over these terms and conditions of sale. The content of such agreements shall be determined, unless there is evidence to the contrary, by a written contract or our written confirmation on the order confirmation.
   
4. Legally relevant declarations and notifications that the contractor must make to us after the conclusion of the contract (e.g. setting deadlines, reminders, declarations of withdrawal) must be in writing to be effective. Insofar as these conditions require written declarations, email, fax or electronic declarations of this form are also sufficient within the scope of customary trade. Statutory formal requirements and other evidence, in particular in the event of doubts about the legitimacy of the person making the declaration, remain unaffected.

§ 2 Offer and conclusion of contract

Our offers are always subject to change; we reserve the right to sell the goods prior to delivery and are to be understood as an invitation to the customer to make a contractual offer. The contract is concluded through the customer's order (offer) and our written acceptance/order confirmation. If this differs from the order, it is considered a new, non-binding offer from us.

We reserve the right to exceed or fall short of the confirmed quantities by up to ten percent for the quantities actually delivered and to charge accordingly. If the quantities exceed or fall short by more than ten percent, the statutory provisions apply unless otherwise agreed.

The qualities, delivery dates and quantities specified by us are always subject to correct, timely and sufficient self-delivery. If we are late in delivering, the buyer can withdraw from the contract under the statutory conditions.

§ 3 Documents provided

We reserve ownership and copyright to all documents provided to the customer in connection with the order - including in electronic form - such as calculations, drawings, etc. These documents may not be made available to third parties unless we give the customer our express written consent to do so.

§ 4 Prices and payment

1. Unless otherwise agreed in writing, our prices valid at the time of delivery apply ex works including our packaging plus the currently applicable statutory VAT. (Additional) costs due to additional packaging at the request of the buyer will be invoiced separately.
   
2. Payment of the purchase price must be made exclusively to the account stated on the invoice. Cash discounts are only permitted if specifically agreed in writing. Payment by bill of exchange is not permitted unless expressly agreed otherwise.
   
3. Unless otherwise agreed, the purchase price is to be paid within 30 days of the invoice being issued. Payment is only made on time if we have the money available on our specified account with value date on the due date. Failure to pay when due constitutes a material breach of contractual obligations. Interest on arrears will be charged at a rate of 8 % above the respective base interest rate per annum. The right to claim higher damages for late payment remains reserved.
   
4. The non-payment of due invoices or other circumstances which indicate a significant deterioration in the financial situation of the customer after the conclusion of the contract entitles us to demand immediate payment of all our claims based on the same legal relationship. If the customer is not prepared to pay in advance or provide suitable security for the service he is obliged to provide despite a corresponding request, we are entitled to withdraw from the contract if we ourselves have not yet performed the service.
   
5. If we change our prices for the product to be delivered or the payment terms in general between the conclusion of the contract and delivery, we are entitled to apply the prices or payment terms valid on the day of delivery. In the event of a price increase, the customer is entitled to withdraw from the contract within 14 days of notification of the price increase, unless the price increase is based exclusively on an increase in freight rates. The right of withdrawal does not apply to long-term delivery contracts (continuing obligation contracts).

§ 5 Rights of retention

The customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 6 Transfer of risk upon dispatch

1. The customer must immediately accept goods that have been reported as ready for dispatch, otherwise we are entitled to dispatch them at our own discretion at the customer's expense or to store them - if necessary outdoors. One week after storage begins, the goods are deemed to have been delivered and can be invoiced. In this case, we are not liable for any damage to the goods.
   
2. In the event of collection by the customer, the risk of accidental destruction, loss or damage to the goods passes to the customer upon notification that the goods are ready for collection. Otherwise, the risk passes to the customer at the time the goods are handed over to the carrier by us. In the absence of specific instructions, the choice of means of transport and the transport route is at our discretion. Any additional costs caused by special shipping requests by the customer are to be borne by the customer.
   
3. If the goods are sent to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer when they are sent to the customer, or at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are sent from the place of performance or who bears the freight costs.
   
4. The recipient of the goods must immediately inspect incoming goods for any obvious transport damage. If obvious transport damage is found, this must be recorded in writing on the delivery documents in the presence of the deliverer/driver and signed by the deliverer/driver.

§ 7 Force majeure and other impediments

All events and circumstances that occur outside of our control, such as natural events, pandemics, war, industrial disputes, shortages of raw materials and energy, traffic and operational disruptions, fire and explosion damage, orders from higher authorities, release us from our contractual obligations for the duration of the disruption and a reasonable start-up period to the extent of their effects. In these cases, we are also not obliged to procure the goods from third parties. Sentences 1 and 2 also apply if the events and circumstances make the execution of the affected business permanently uneconomical for us or if they exist with our suppliers. If these events last longer than three months, both the customer and we are entitled to withdraw from the contract with regard to the delivery quantity affected by the disruption, excluding claims for damages.

§ 8 Retention of title

1. The delivered goods (reserved goods) remain our property until all claims that we are entitled to against the buyer now or in the future have been fulfilled, including all balance claims from current accounts. If the buyer acts in breach of contract - in particular if he is in arrears with the payment of a fee - we have the right to withdraw from the contract after we have set a reasonable deadline for performance. The buyer shall bear the transport costs incurred for the return. If we take back the reserved goods, this already constitutes a withdrawal from the contract. It also constitutes a withdrawal from the contract if we seize the reserved goods. We may sell reserved goods that we take back. The proceeds of the sale will be offset against the amounts that the buyer owes us after we have deducted a reasonable amount for the costs of the sale.
   
2. The buyer must treat the reserved goods with care. He must insure them at his own expense against fire, water and theft damage to their replacement value. If maintenance and inspection work becomes necessary, the buyer must carry it out in a timely manner at his own expense.
   
3. The buyer may use the reserved goods and resell them in the ordinary course of business as long as he is not in default of payment. However, he may not pledge the reserved goods or transfer them as security. The buyer's claims for payment against his customers from a resale of the reserved goods as well as those claims of the buyer in relation to the reserved goods that arise from another legal reason against his customers or third parties (in particular claims from tort and claims for insurance benefits), including all balance claims from current accounts, are hereby assigned to us in full by the buyer as security. We accept this assignment.
   
   The buyer may collect these claims assigned to us on his own account and in his own name for us as long as we do not revoke this authorization. Our right to collect these claims ourselves is not affected by this; however, we will not assert the claims ourselves and will not revoke the direct debit authorization as long as the buyer properly meets his payment obligations.
   
   However, if the buyer acts in breach of contract - in particular if he is in default with the payment of a fee - we can demand that the buyer inform us of the assigned claims and the respective debtors, inform the respective debtors of the assignment and hand over to us all documents and provide us with all information that we need to assert the claims.
   
4. Any processing or transformation of the reserved goods by the buyer is always carried out for us. If the reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same applies to the new item created through processing as to the reserved goods.
   
   If the reserved goods are inseparably combined or mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including sales tax) to the other combined or mixed items at the time of combination or mixing. If the reserved goods are combined or mixed in such a way that the buyer's item is to be regarded as the main item, the buyer and we already agree that the buyer transfers proportionate co-ownership of this item to us. We accept this transfer.
   
   The buyer will safeguard the sole ownership or joint ownership of an item thus created for us.
   
5. In the event of seizure of the reserved goods by third parties or other interventions by third parties, the buyer must point out our ownership and must notify us immediately in writing so that we can enforce our ownership rights. If the third party is unable to reimburse us for the legal or extrajudicial costs incurred in this connection, the buyer is liable for these.
   
6. We have the right to inspect the reserved goods or the new item at any time and to mark them accordingly. The buyer allows us to enter his premises for this purpose.
   
7. If the buyer so requests, we are obliged to release the securities to which we are entitled to the extent that their realisable value exceeds the value of our outstanding claims against the buyer by more than 10%. However, we may select the securities to be released.

§ 9 Product characteristics, samples and specimens, guarantees, technical advice

1. In principle, only the quality expressly agreed in writing in the course of the respective individual order is considered to be the agreed and promised quality of the goods. The quality described in our product descriptions, specifications and labels is not automatically considered to be the contractually agreed quality. Public statements, recommendations or advertising statements made by us do not represent information on quality or a use required under the contract.
   
2. Properties of samples or specimens are also only binding if they have been expressly agreed in writing in the course of the respective individual order.
   
3. Details of quality, durability and properties as well as other information, provided they have been effectively contractually agreed, are always only properties for which we provide a guarantee within the framework of these General Terms and Conditions of Sale and Delivery. However, they do not constitute a guarantee.
   
   In the case of plastic regrind and regranulate, minor impurities as well as slight deviations and fluctuations in color do not constitute a defect and do not justify a complaint.
   
   If we have processed and then delivered used plastics (regrind/regranulate, etc.) on a contract basis or on our own account, we are only liable for professional reprocessing. We are also not liable for any type of defect in the goods delivered, unless a specific quality was previously guaranteed in writing.
   
4. Even if the quality of the goods has been effectively agreed upon in the contract, this does not release the buyer from the obligation to check whether the goods are suitable for the intended purpose. Under no circumstances do we accept any warranty or liability whatsoever with regard to suitability for a specific purpose.
   
5. The quality of the goods described in our product descriptions, drawings and illustrations are for general information purposes only and may be changed by us at any time without prior notice.
   
6. The buyer is solely responsible for observing the existing regulations for the storage and use of the goods and for ensuring that they are stored and used properly, correctly and professionally.
   
7. If we provide consulting services, we do so to the best of our knowledge at the time the consulting service is provided. All details and information regarding the suitability and application of the goods supplied, regardless of whether they are given verbally or in writing, are non-binding and do not release the customer from checking each delivery for its suitability for the intended use before processing.

§ 10 Warranty and notification of defects as well as limitation of liability

1. The purchaser's warranty rights presuppose that the purchaser has properly fulfilled his inspection and complaint obligations pursuant to Section 377 of the German Commercial Code (HGB). In any case, we are only liable for intent and gross negligence.
   
2. Claims for defects expire 12 months after the goods delivered by us have been delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health that are based on an intentional or negligent breach of duty by the user. Insofar as the law stipulates longer periods in accordance with Section 438 Paragraph 1 No. 2 of the German Civil Code (buildings and items for buildings), Section 445 b of the German Civil Code (right of recourse) and Section 634a Paragraph 1 of the German Civil Code (construction defects), these periods apply. Our consent must be obtained before any goods are returned.
   
3. If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will, at our discretion, repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. However, we are in any case exempt from the obligation to deliver defect-free goods (replacement goods) by way of subsequent performance.
   
4. Claims for defects do not apply in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences that are not assumed under the contract. If the customer or third parties carry out improper repair work or modifications, there are also no claims for defects for these and the resulting consequences.
   
5. Claims by the customer for expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently transported to a location other than the customer's branch.
   
6. We are liable in accordance with statutory provisions for intent, fraud, under the Product Liability Act, for the absence of the quality guaranteed by us and for damages resulting from injury to life, body or health. If we are responsible for gross negligence, our liability is limited to foreseeable, contract-typical damage.
   
   In cases of slight negligence, liability for damages instead of performance (§ 281 BGB) is excluded. In addition, we are only liable for slight negligence, regardless of the legal basis, if we have breached a material contractual obligation, i.e. an obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies and may rely. In this case, our liability is also limited to foreseeable, contract-typical damage. In deviation from this, however, our liability for delay damage caused by slight negligence is limited to 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.
   
   Unless otherwise provided above, any further liability for damages or reimbursement of expenses, regardless of the legal basis, is excluded.
   
   The above liability provisions shall apply accordingly if the customer demands reimbursement of expenses instead of damages.

§ 11 Miscellaneous

1. This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
   
2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
   
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
   
4. Should any provision of these General Terms and Conditions and the other agreements made be or become invalid, this shall not affect the validity of the remainder of the contract.

PRO-plast Kunststoff GmbH; Feldstrasse 16 D; 64331 Weiterstadt; Germany; Tel.: 0049 6151 3093-0; E-Mail: info@pro-plast.de

XV2003 Status 11/2020