Terms and Conditions of Sale and Delivery
1. With regard to all deliveries, the following Terms and Conditions of Sale and Delivery are considered as a binding agreement between the buyer and seller. Terms and Conditions to the contrary shall only be binding if approved by us in writing. We explicitly opt out from alternative conditions.
2. All offers are without engagement. Goods offered are subject to prior sale at all times.
3. Place of fulfilment in respect of all deliveries made from our warehouse in Neuenstein shall be Neuenstein. Otherwise it be the place from which the delivery takes place.
4. All deliveries take place at the orderer’s own risk even if delivery carriage paid has been agreed. The buyer shall also bear the risk for returns and for empties during return transport.
5. The delivery generally takes place ex-warehouse and freight forward. It is known to the customer, that we recycle synthetic waste to the best of our ability. By no means new goods are concerned. The buyer must be aware of that risk. Before the conclusion of a contract, we gladly provide a sample of the goods. It is understood, that the customer examines the goods at our premises before the transaction. After a transaction, the customer must examine the goods for quantity and quality before collection/delivery from our warehouse. Should the customer forbear to do so, this shall happen at their own risk. Every customer is aware of the problems that may arise even as part of the best and most sophisticated recycling processes. There is always a risk of contaminations or deviation of quality within a lot. For this reason, the material supplied by us is considerably more favourable than new goods.
Should the customer waive an assessment at our premises before delivery, they shall bear the whole risk in the event of claims including all damages resulting thereby – this also implies all costs of freight and return freight as well as issues with their customers. The buyer must be aware of that risk.
6. All delivery deadlines are non-binding.
7. We shall be exempted from the duty to deliver without any further obligation in the case of occurrence of events, which take place through no fault of ours or in the case of events caused by force majeure that make delivery or transport impossible for us or for our delivery agents. Impediments causing unreasonable costs to us, such as government authority measures, shortages of raw materials and transport difficulties, must also be considered to be an impediment and obstacle in accordance to the aforementioned.
8. In the event of non-compliance with payment conditions or a change in the business circumstances of the customer, we shall have the right to withhold deliveries temporarily or to withdraw from the contract. In the event that payment deadlines are exceeded, all monies owed by the customer, including such monies as are already covered by bills of acceptance, shall immediately fall due.
Our goods and services are generally due for payment before delivery. Should a delivery be delayed due to issues on the part of the customer, the payment shall immediately be made on provisioning of the goods.
9. Bills of exchange will only be accepted on the basis of separate agreement and shall only be considered as payment when redeemed.
10. Invoices must be issued bases on the weight recorded at the time the delivery was dispatched.
11. Delivery of goods takes place under retention of title according to § 455 German Civil Code (BGB) in addition to the following additional provisions:
a) Goods shall remain the property of the seller until the full payment of all claims has been made, including claims arising in the future.
b) Acquisition of ownership by the buyer in goods subject to reserved ownership rights in the case of the processing of such goods subject to reserved ownership rights to create a new product within the meaning of § 950 BGB is excluded. Any processing or manufacture shall be deemed to have taken place on behalf of the seller without the incurrence of any liabilities by the seller in this respect.
c) In the event of combination with goods that do not belong to the buyer, the seller shall have a pro rata co-ownership right based on the ratio of the value of the reserved goods to the value of the other goods at the time of processing. The same provisions shall otherwise apply to new product created as a result of processing as to the goods subject to reserved ownership. Such a product shall be deemed to be goods subject to reserved ownership within the meaning of the present Terms and Conditions. Below the value of the conditional commodity according to the prices demanded by the conditional seller on delivery.
d) Claims from the onward sale of goods subject to retention of title are assigned to the seller with immediate effect irrespective of whether such goods, that are subject to retention of title, are sold on with or without agreement and irrespective of whether sold to one or more buyers. The claim thus assigned shall function as a collateral only in the amount of the value of the goods subject to reserved ownership respectively sold. In the event that the goods subject to reserved ownership are sold by the buyer together with other goods not belonging to the seller, regardless of whether such a sale takes place by agreement, assignment of the claim for the sale price shall be made only to the value of the goods subject to reserved ownership forming the object of the present sales agreement together with other goods or forming part of the object of purchase.
e) The buyer shall only be entitled and authorised to sell on or make disposal of the goods subject to reserved ownership only under the premise that the claim for the sale price resulting from the onward sale shall be transferred to the buyer in accordance to
d) stated above.
f) Notwithstanding the assignment, the buyer shall be entitled to collect claims arising from the onward sale. The authorisation of the buyer to make collection is without prejudice to the right of the seller to make collection. Notwithstanding this, the seller must not itself collect claims as long as the customer meets their payment obligations in a proper form. Upon the seller’s request the buyer shall inform the sellers of the debtors of the assigned claims and inform the debtors of the assignment.
g) Retention of title according to the aforementioned regulations shall also remain in force in the event that individual claims are added to a current invoice and the balance has been calculated and acknowledged.
h) The buyer is not permitted to pledge goods subject to retention of title or offer goods subject to retention of title as collateral. The buyer must immediately notify the seller of attempts by third parties to assert claims.
i) Safety clearance clause; In the event that the value of collateral exceeds the amount of claims to be secured by more than 20%, the seller shall to this extent be required to release collateral at the request of the buyer.
12. The trading with synthetic waste (grind plastics or reclaims) and atypical goods (NT-goods) involves a certain risk due to possible admixtures of foreign matters that may occur despite greatest diligence. This also reflects in a favourable price. The buyer must be aware of that risk. Therefore it is the sole decision of the buyer, whether they want to deploy reclaims, NT-goods or grind plastics instead of original goods for an intended purpose. Should the goods purchased for this purpose prove to be inappropriate, the seller shall not be held liable for this. A product liability is therefore excluded.
13. The warranty rights of the buyer are restricted to the right of redhibition. We are entitled to avert a redhibition by amending or delivering replacements. Should the amendment fall through or should the replacement be deficient, the buyer shall have the legal warranty rights.
14. Further conditions for subcontracts: Should the ordering party deliver material intended for processing, they shall be held liable for all damages incurred by us due to foreign matters contained in the material.
15. The exclusive court of jurisdiction for all disputes arising from contracts relating to the processing and/or the delivery of goods or the performance of services conducted by us, is Heilbronn, if the buyer or orderer is a registered trader according to the code of commercial law.
16. Should any of these regulations violate legal regulations or be ineffective for other reasons, the remaining provisions shall not be affected thereby.
17.1 German law shall apply under exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of the German and international private law.
17.2 Should any provision of this General Conditions of sales and delivery be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby.