General Terms and Conditions of Sale and Delivery
1. The following Terms and Conditions of Sale and Delivery shall be deemed to be bindingly agreed between the Buyer and the Seller. Any conditions deviating from these shall only be binding if they are confirmed by us in writing. We hereby expressly decline to accept other terms and conditions.
2. All offers are subject to change without notice. The right of prior sale shall always remain reserved.
3. The place of performance for all consignments shipped from our plant in Neuenstein, Germany, shall be Neuenstein, Germany. Otherwise, it shall be the place of delivery.
4. All consignments shall be shipped at the risk of the Buyer, even if free delivery has been agreed. The Buyer shall also bear the risk for returned goods and for empties during the return journey.
5. The goods shall generally be delivered ex works.
6. The Customer is aware of the fact that we recycle plastic waste according to the state of the art. However, the trade with plastic waste (regrind or regenerated material) as well as non-standard goods is subject to a certain risk due to possible additions of adventitious agents that may occur despite the greatest care. This is also reflected in the favourable price. Variations in the quality of a batch or contamination of a batch may occur. The following properties must be taken into account with regard to the quality of the goods:
They might contain contaminants, such as other plastics, metals, wood, and additives such as flame retardants etc.
The Buyer needs to be aware of this risk. We will gladly send a sample of the goods before concluding a sales contract.
7. The Buyer shall be obliged to examine the goods immediately after receipt and notify us immediately in the event of any defect. If the Buyer fails to notify us, the goods shall be deemed to have been accepted, unless the defect is one that could not be detected during inspection. If such a defect appears at a later point in time, it must be reported without delay after its discovery, otherwise the goods shall be deemed to have been accepted despite this defect. The notification of defects must be made in writing and be accompanied by a precise description of the defect. The defects shall be reported within 4 days after receipt of the goods. In the case of hidden defects, they shall be reported after discovery, unless the Buyer proves that it was not feasible to meet the deadline according to proper business routines.
8. Should events occur which are beyond our control or caused by Force Majeure, which prevent us or our suppliers from delivering or transporting the goods, we shall be released from delivery without further obligations. Impediments and aggravation as specified shall also include obstacles which cause unacceptable costs, as well as measures taken by authorities, lack of raw materials and transport difficulties.
9. In the event of non-compliance with the terms of payment or in the event of a change in the Buyer's business circumstances, we have the right to temporarily withhold deliveries of goods or to withdraw from the contract. In addition, all liabilities of the Buyer - including those covered by current acceptances - shall become due immediately in the event of a delay in payment.
Our goods and services are generally due for immediate payment prior to delivery. Should a delivery be delayed due to problems at the Customer's site, payment is due immediately upon provision. In case of default of payment, AURORA is entitled to charge interest as well as reminder and/or collection charges in the legal amount according to § 288 BGB.
10. The invoice shall be issued on the basis of the consignment’s weight determined at departure.
11. The goods shall be shipped under retention of title according to Section 455 BGB [German Civil Code] and the following additional provisions:
a) The goods shall remain the property of the Seller until full payment of all receivables for the current and future delivery of goods arising from the business relationship.
b) If the goods are processed and transformed into new items, the Buyer does not acquire ownership of the reserved goods in accordance with Section 950 BGB. Any processing or machining shall be deemed to have been carried out on behalf of the Seller without any obligations arising for the Seller.
c) If the Buyer processes the goods by combining them with other goods not belonging to the Buyer, the Seller shall be entitled to co-ownership of the new item in proportion to the value of the reserved goods in relation to the other processed goods at the time of processing. The same terms applicable to the reserved goods shall apply to the new items resulting from processing.
d) The Buyer's claims from the resale of the reserved goods are immediately assigned to the Seller, regardless of whether the reserved goods are resold without or after processing and whether they are resold to one or more customers. The assigned claim shall serve as security for the Seller of the reserved goods only to the amount corresponding to the value of the respective reserved goods sold. In the event that the reserved goods are sold by the Buyer together with other goods not belonging to the Seller, whether without or by agreement, the assignment of the purchase price claim shall only apply to the amount corresponding to the value of the reserved goods which, together with the other goods, are object of this sales contract or a part of the object of purchase.
e) The Buyer shall only be entitled and authorized to resell the reserved goods under the condition that the purchase price claim from the resale is transferred to the Seller according to contract item d).
f) The Buyer shall be authorized to collect the claims from the resale despite the assignment. The Seller's power to collect shall remain unaffected by the Buyer’s direct debiting authorization. However, the Seller himself will not collect the claim as long as the Buyer duly meets his payment obligations. At the Seller’s request, the Buyer must notify the Seller of the identity of the debtors of the assigned claims and notify the debtors of the assignment.
g) The reservation of title in accordance with the above provisions shall also remain in force if individual claims of the Seller are included in a current account and the balance is drawn and acknowledged.
h) The Buyer may not pledge our goods or assign them as security. He must inform the Seller immediately of any access by third parties.
i) Collateral release clause: If the value of the securities given to us exceeds the value of the secured claims by more than 20% in total, we are obliged to release collateral of our choice at the request of the Buyer.
12. The warranty period shall be one year as of the delivery of the goods to the Customer. The statutory limitation periods for recourse claims (Section 445b BGB) shall remain unaffected by this. The aforementioned warranty period shall not apply in case of intent or fraudulent concealment of a defect, or if we have assumed a guarantee for the quality of the purchased item. Furthermore, it does not apply to claims regarding material defects in cases of injury to life, body or health, as well as to claims under the Product Liability Act, grossly negligent breach of duty or culpable breach of material contractual obligations, i.e. contractual obligations whose fulfilment is essential for the proper execution of the contract and whose compliance hereto the Buyer can generally rely on, and whose breach on the other hand will put the achievement of the contractual purpose at risk.
13. In the event of faulty goods, the Buyer shall grant us a reasonable period of time for remedy of the defect. We shall be entitled to refuse the type of remedy chosen by the Buyer if it entails disproportionate cost. This applies in particular if the costs involved in the subsequent performance exceed the value of the purchased item, if it were free of defects, or if the costs of subsequent performance exceed the amount by which the defect reduces the value of the goods, or if the form of subsequent performance other than that chosen by the Buyer is more favourable and does not entail any significant disadvantages for the Buyer. In this case the warranty claim of the Buyer shall be limited to the other type of subsequent performance. If the other type of subsequent performance also entails disproportionate costs, we shall have the right to refuse the selected type of remedy.
14. The Buyer shall be responsible for checking whether the agreed goods (regrind or regenerated material, non-standard goods) are permissible and suitable for the intended purpose instead of the original goods. Any claims for warranty or guarantee shall be excluded if defects are caused by the inadmissible or unsuitable use of the goods for the corresponding purpose.
15. Claims for damages due to breach of duty and tort as well as claims for compensation for futile expenses shall be excluded both against us and against our vicarious agents, unless the damage was caused intentionally or by gross negligence. The aforementioned limitation of liability shall not apply in the event of a breach of material contractual obligations (see Clause 13, last sentence), nor for personal injury and for damages based on a lack of an assured property, or for which liability is provided for under the Product Liability Act. In the case of a claim for damages for the slightly negligent breach of essential contractual obligations and in cases of grossly negligent breach of secondary contractual obligations, liability shall be limited to the foreseeable damage typically occurring under this type of contract. This does not apply to cases of personal injury, of damage based on the lack of an assured property, or cases for which liability is provided for under the Product Liability Act.
16. Additional conditions for subcontracting: If the Customer delivers material for processing, he shall be liable for all damage that we are faced with due to foreign bodies or other foreign agents contained in the material supplied.
17. The place of jurisdiction for disputes arising from contracts relating to the goods processed and/or delivered by us or services provided by us shall be Heilbronn, Germany, if the Buyer or Customer is a “Vollkaufmann” [registered trader] within the meaning of the German Commercial Code.
18.1 The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods and the rules of conflict of law of the German Private International Law.
18.2 Should individual clauses of these General Terms and Conditions of Sale and Delivery be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.