Terms and Conditions (GTC)

periplast Werkzeugbau und Kunststoffverarbeitung GmbH & Co. KG,
S.C. periplast production S.R.L.


1. Exclusive validity and acceptance of our terms and conditions
All our offers are subject to our terms and conditions. We accept orders exclusively under these conditions. General terms and conditions of the customer or of our terms and conditions deviating provisions of the customer or agreements are binding for us only if we expressly recognize them in writing.

2. Offer - side agreements - content of contract - levies - data processing
2.1. Our offers are non-binding in the sense that a contract only comes into existence when we accept the order.
2.2. Subsidiary agreements to our offers and order confirmations require our confirmation to be valid.
2.3. In cases of doubt, our written order confirmation shall be decisive for the content of the contract.
2.4. We reserve the ownership and copyright of our estimate and other offer or contract documents. These documents may not be made accessible to third parties and must be returned to us immediately upon request.
2.5. The customer is aware that we electronically store the data provided by him as well as the data on the execution of contracts. He hereby gives his consent.

3. Right of rescission
We have the right to withdraw from the contract if its fulfillment encounters difficulties which are insurmountable or whose overcoming would require a disproportionately high expenditure in the contract to the value of the services to be provided, which would exceed the limits of what we can reasonably expect. Claims for damages are excluded in this case.

4. Prices
4.1. Unless otherwise agreed, our prices apply to delivery ex works including packaging, excluding freight and for all services excluding insurance and VAT. In any case, sales tax will be charged additionally by the rate applicable on the day of the service.
4.2. The agreed prices are based on the wage, material and energy costs applicable at the time the contract was concluded. If such costs increase up to the time of delivery, we may charge a relatively higher price for the percentage of these costs at the agreed price.

5. Insurance - Shipping - Transfer of Risk - Return of Packaging
5.1. We deliver ex works or warehouse. The goods are considered delivered as soon as they leave the factory or warehouse.
5.2. If we do not receive any special shipping instructions, we will ship the goods on the cheapest way in our opinion. Shipments are insured by us only at the express request of the customer and then at his expense.
5.3. The risk of accidental loss of the goods is transferred to the buyer with the delivery, this also applies if we transport the goods with our own vehicle or if we bear the transport costs.
5.4. As far as we are obliged under the packaging regulations to take back packaging, the customer bears the costs for the return transport of the used packaging.

6. Performance deadlines and dates
6.1. Deadlines and deadlines agreed for our deliveries are only approximate; they are only binding if expressly agreed in writing.
6.2. If the delivery is delayed due to circumstances beyond our control and which the customer is not responsible for, in particular due to force majeure, official interventions, industrial action, difficulties in procuring materials or production disruptions, the delivery term is also extended or the delivery date shifts, the duration of the disability; this also applies to delays that occur because we are not supplied properly or punctually without our own fault. If such circumstances occur after we are in default, the consequences of default are excluded for the duration of their effectiveness. If the delay lasts more than two months, each contractor can withdraw from the contract. Claims for damages are excluded.
6.3. If the customer is responsible for the delay in delivery, for example, because he fails to meet his requirements for the delivery on time, we can set an appropriate period of grace of at least four weeks and if the customer does not remove the obstacle within this period, either rescind the contract, store or otherwise dispose of the goods at the expense of the purchaser at ours or elsewhere, and then deliver them within a reasonable time. As long as the goods remain stored with us, the customer has to remunerate us for at least 0.5% of the invoice amount of the stored goods per month. Notwithstanding this, we may demand compensation for the damage caused by the delay and, in the event of withdrawal, additional damages for non-performance.
6.4. If we are in arrears with the delivery, the purchaser may withdraw from the contract if he has given us in writing a period of grace which is reasonable in accordance with the order, at least four weeks and if the goods have not been delivered within this grace period.
6.5. The purchaser can not derive any claims for damages from the exceeding of a delivery period or a delivery date or from delay in delivery, unless the delay is based on intent or gross negligence on the part of one of our legal representatives or one of our vicarious agents.

7. On-demand orders - goods classification - partial services
7.1. In the case of call orders, the goods are to be accepted in approximately equal monthly quantities, unless otherwise agreed. The entire order quantity shall be deemed to have been withdrawn one month after expiry of the period agreed for the call; in the absence of such an agreement, twelve months after the conclusion of the contract.
7.2. If the purchaser does not accept a subdivision of the ordered goods within one month after expiry of the period agreed for the classification, or in the absence of such an agreement within one month after being requested by us, we may at our discretion divide and deliver the goods; instead, we can also withdraw from the contract.
7.3. We are entitled to make partial deliveries and to charge each partial delivery separately. We reserve the right to increase or decrease deliveries of up to 10% of the ordered quantity.

8. Infringement of third party rights
As far as we have to deliver on the basis of documents provided by the purchaser and we have to provide, we assume no liability for the interference with third party rights, in particular foreign copyrights or industrial property rights. The customer must indemnify us from all adverse consequences of such infringement.

9. Payment
9.1. Our invoices are to be settled without any deduction within the payment period shown on the invoice. Discount may only be deducted in the amount shown on the invoice under the conditions specified therein. Interest on prepayments will not be reimbursed.
9.2. If we become aware of any circumstances after conclusion of the contract which make the creditworthiness or solvency of the customer doubtful, we may, at our discretion, demand payment in advance or a security deposit, without any payment terms. The same applies if the purchaser does not fulfill his obligation to pay us at the due date. If one of these cases occurs, at the same time all our claims against the customer, including from other transactions, become due immediately; as far as we have accepted bills of exchange which are not yet due, we can demand immediate payment against return of bills of exchange.
9.3. If the purchaser does not pay when due, we may charge interest at the rate of eight percentage points above the respective base interest rate from the due date without any default being required. The assertion of a higher damage caused by default remains reserved to us.
9.4. As far as we accept checks or bills of exchange, this always happens only on account of payment, but not to the place of performance. We do not have to stand up for timely submission or protest in these cases. The costs of discounting, taxation and collection are at the expense of the customer; He must reimburse these amounts immediately upon request.
9.5. The purchaser is not entitled to offset payment claims against us or to exercise a right of retention on amounts due. This shall no longer apply if we have ceased the payments, and not for offsetting uncontested or legally established claims and for exercising a right of retention until such claims have been settled.

10. Liability for defects and delivery
10.1. Decisive for quality and execution of the goods are average failure patterns, which we have submitted to the customer for inspection.
10.2. For the constructively correct design of injection-molded parts as well as for their practical suitability, the orderer alone bears the responsibility, even if he was advised by us during the development.
10.3. Defects are to be sent immediately and at the latest within 10 days after receipt of the delivery at the place of destination. They do not change the agreed terms of payment, if a notice of defects proves to be justified, we will provide replacement free of charge. Further claims of the purchaser are excluded. Any replaced goods become our property and are to be returned to us upon request and at our expense.

11. Violation of pre-contractual obligations and subsidiary obligations - product liability
11.1. We are only liable for the consequences of errors that occur during the contract negotiations, in particular for the consequences of inadequate or incorrect advice to the customer, if these consequences are the result of intent or gross negligence on the part of one of our legal representatives or one of our vicarious agents.
11.2. Para. 11.1 accordingly applies to disadvantages suffered by the customer as a result of our breaching contractual secondary obligations, for example, a duty to advise or to protect.
11.3. If a damage arises from a risk inherent in our goods, whether this risk is due to a defect in the goods or is connected with their contractual condition, or if damage is caused by the fact that this danger has not been or is insufficiently warned, the injured party may claim It does not assert any claim for damages against us for this, unless one of our legal representatives or a person who would be our vicarious agent in the case of a contractual liability has caused the damage by intent or gross negligence.

12. Molds - Tools - Devices
12.1. If we own the molds, tools and devices, they will only be used for orders of the customer, as long as the customer meets his payment and acceptance obligations. Our obligation to store the molds, tools and devices expires two years after the last delivery of the parts and after prior notification of the customer.
12.2. If the purchaser owns the molds, tools and fixtures, we have the right to retain the molds, tools and fixtures until the purchaser has fulfilled all the conditions of the agreement. The transfer of the molds, tools and devices to the customer is replaced by our storage obligation. Regardless of the purchaser's statutory right of return and the life of the molds, tools and devices, we shall be entitled to exclusive possession of the molds, tools and fixtures until the acceptance of a minimum quantity to be agreed and / or until the expiry of a certain period of time. In the event of the publication of the molds, tools and devices and the associated transfer of know-how, we are entitled to reasonable compensation.
12.3. For customers own molds, tools and devices according to para. 12.2 and / or any form, tools and devices provided by the Purchaser, our liability with regard to safekeeping and care is limited to the care as well as to our own affairs. Costs for maintenance and insurance shall be borne by the customer. Our obligations expire if, after completion of the order and corresponding request, the orderer returns the molds, tools and fixtures to the customer at the expense of the customer. As long as the customer has not fulfilled his contractual obligations in full, we are entitled to a right of retention of the molds, tools and devices.

13. Retention of title
13.1 The goods delivered by us shall remain our property until full repayment of all our claims arising from the business relationship with the purchaser, even if they have been included in a current invoice. When clearing bills of exchange and checks, our claims, for which we have accepted the bill of exchange or check, will only be deemed redeemed when the bills are exchanged. If we incur a new liability or a new liability risk in connection with the payment of the goods delivered by us, for example by issuing a reversal or acceptance change in the check / bill of exchange procedure, then the new liability or the new liability risk is one of our demands the business relationship within the meaning of paragraph 1, until the complete extinction the goods remain our property.
13.2 The Purchaser may only sell the reserved goods, even after agreement with other goods, within the framework of a proper course of business, but in no event pledge or assign as security. A sale in the ordinary course of business exists only if the customer reserves the property for his part until payment of the goods by his customer and if the transfer of his claims from the resale to us no obstacle, such as the exclusion of such a transfer of title by his customer , opposes. The orderer's power of disposal shall cease if he ceases his payment, if he is requested by the court to disclose his financial circumstances, if insolvency proceedings have been instituted for his assets, if he seeks an out-of-court settlement or if we legitimately surrender the reserved goods. A seizure of reserved goods, the purchaser has to inform us immediately under name of the pledgee.
13.3 If the Buyer defaults completely or partially in the fulfillment of a liability secured by the reservation of proprietary rights or if there is a material deterioration in its financial circumstances, we may demand surrender of the reserved goods without first declaring the withdrawal from the contract or a deadline to fulfill the obligation to pay to have set. The existence of the contract and the obligations of the customer remain unaffected by such a request and by the return of the goods.
13.4 All claims of the Purchaser arising from the resale of goods in which we have ownership or co-ownership shall pass to us immediately upon the conclusion of the sale transaction, regardless of whether the goods are sold to one or more buyers. In the event that the goods sold are not completely owned or that they are sold together with goods not belonging to us, the assignment covers the counterclaim only in the amount of the invoice value of our goods. The purchaser may collect the assigned claims but not assign them, not even in the factoring business. We may revoke this authority if the customer fails to meet his obligation to us on time or if we become aware of circumstances that make our rights appear vulnerable. The collection authority of the orderer expires automatically when a 13.2 (1) sentence 3.
13.5 If the customer stops his payments, he is obliged to send us immediately a list of the remaining reserved goods and a list of his claims from the sale of reserved goods with copies of the invoice.
13.6 We are obliged to release the securities to which we are entitled (reserved goods and claims from their resale) at our discretion insofar as their value, calculated for the reserved goods with the purchase prices resulting from the Purchaser's purchase invoices or their production costs and for the claims with their face value exceeding the claims to be secured by more than 20%.

14. Applicable Law - Place of Performance - Jurisdiction
14.1. In the case of foreign transactions, the entire contractual relationship is subject to the substantive law of the Federal Republic of Germany, unless otherwise required by another legal system. The application of the Uniform UN Sales Convention (CISG) is excluded.
14.2. Place of fulfillment for all services from the contractual relationship is the seat of our company.
14.3. Exclusive place of jurisdiction for all disputes concerning and out of the contractual relationship, also for bill of exchange and check processes, is the seat of our enterprise. However, we have the right to sue the purchaser in another jurisdiction that applies to him. If the purchaser is not a merchant, a legal entity under public law or a special fund under public law, but has a general place of jurisdiction in Germany, these provisions shall only apply in the event that he moves his seat or habitual residence from the Federal Republic of Germany after conclusion of the contract or that his domicile or habitual residence is not known when the claim is filed.

15. Partial inefficiency
Should individual provisions of these General Terms and Conditions be or become invalid for any reason whatsoever, the validity of the remaining provisions remains unaffected.

01.07.2009

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periplast develops and produces customized articles from thermoplastic polymers.

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