General Conditions of Supply of Polyurethan Technik Wagenfeld GmbH for B2B-Transactions

General Terms and Conditions

I. Application

The following General Conditions of Supply shall apply exclusively to all deliveries of goods or products or all performances of services unless differing or contrary conditions are agreed with our contracting partner (Customer) by individual agreement. Differing or conflicting terms of the Customer shall not apply except if expressly approved by us in writing. The acceptance of our deliveries or services shall be deemed as acceptance of these General Conditions of Supply.


II. Offer, Acceptance

Our offers are not binding unless expressly agreed to the contrary. Any exhibits to or references in our offers such as prospects, samples, indications of quantity of dimensions or of weight are only proximate standards unless they are expressly confirmed as binding. We shall be entitled to change the technical construction and the chemical composition of our goods and/or products giving due consideration to the interests of the Customer.

We shall be entitled to accept any offer in an appropriate period of time of not less than 2 weeks.


III. Prices

Prices are exclusive of VAT. Their calculation shall be based on weights, dimensions, numbers and quantity determined by us unless the Customer objects immediately after taking notice of them. Prices shall be “ex works” exclusive of packaging and other ancillary costs. In case the price depends on weight, the final price shall be determined in accordance with the weight of the proof sample approved by the Customer.


IV. Delivery

Any substantial operational disturbances, any violation of delivery deadlines or any disruption of supply from our subcontractors, any shortage of raw materials, of energy or workforce, any strikes, any lockouts, any difficulties in securing transportation, any disruptions of traffic, any governmental orders or any other cases of force majeure, which are unforeseeable for us and not attributable to our fault and which affect us or our sub-contractors, shall extend the time for delivery and/or performance by the duration of this hindrance to the extent it is of relevance for the delivery of the goods and/or products. We shall notify the Customer of the occurrence and the end of such hindrances without delay.

We have the right to perform partial deliveries that are reasonable for the Customer. As a rule, deliveries shall be made in standard packages.

If we have outstanding payment claims from previous deliveries at the envisaged time of delivery vis-á-vis the Customer, we shall be entitled to withhold the delivery of ordered goods until such claims will be settled.

In case materials for the production of goods and/or products are to be supplied by the Customer they shall be delivered with an appropriate addition of not less than 5 % to the agreed quantity in a timely manner and a flawless condition. Should that not be the case our delivery schedule shall extend adequately. We reserve the right to take recourse against our Customer for any damages or extra costs resulting from any delayed or defective supplies.

We are prepared to accept subsequent orders with appropriate delivery deadlines as long as we are in the lawful possession of the Customer’s forms or shall be obliged to keep the Customer’s own customized forms, respectively. This shall not prejudice any prices of our products or services.

In the event of call orders without agreed schedules, production lot sizes and/or purchase dates, we shall be entitled to request a binding confirmation of schedules, production lot sizes and/or purchase dates any time after the confirmation of the order. Should the Customer not comply with this request within three weeks, we shall be entitled to determine a two-week extension period, to rescind the order and/or damages in case the extension period expires without success.


V. Shipping, Transfer of Risk, Packaging

Save for any agreement to the contrary, we shall determine the route and mode of shipping at our own discretion, however, giving due consideration to the Customer’s interests and wishes.

The risk of accidental loss or accidental damage to the goods and/or products shall pass with their delivery to the person entrusted with their transport or, in the event the goods and/or products are to be collected by the Customer, it shall pass to the Customer with the notification of availability for collection. This also applies to cases of freight prepaid delivery.

Goods and/or products that are subject of complaints shall only be returned to us with our specific consent.

Rental packaging shall be returned immediately by the Customer at its own expense. Until the components of rental packaging are returned, any Customers shall be liable for any loss and damages to them which are attributable to its fault. Rental packaging must not be used for irrelevant purposes or for the covering of other goods or products. The Rental packaging shall only be used for the transport of the delivered goods or products. Labelling shall not be removed.


VI. Payment

All payments shall be made in EUR exclusively to us. Invoices are payable within 30 days after date of invoice without any deductions. Bills of exchange shall only be accepted if specifically agreed and only in lieu of payment deducting any costs for collection and discount charges.

Any retention or any setoffs with claims that are disputed by us shall be excluded unless such claims and receivables shall be confirmed by a final court order.

Non-compliance with agreed terms of payment or the occurrence of other circumstances, which point towards a substantial deterioration of the Customer’s financial situation, result in the immediate maternity of (all of) our receivables, which are based on the same legal relationship for payment.


VII. Forms

In the event specific forms are manufactured for the production of goods and/or products, the following shall apply:

Unless otherwise agreed, forms shall be manufactured at the Customer’s expense. The price for forms shall include the sampling costs but shall exclude the costs for control and processing devices as well as the costs for changes requested by the Customer after the Customer placed its order. Unless otherwise agreed, 50 % of the purchase price for forms shall be paid upon order confirmation and another 50 % within 14 days after presentation of the agreed models, in each case without any deduction. In the event of subsequent modifications at the request of the Customer all costs incurred until then shall be reimbursed upon confirmation of change orders if and to the extent they exceed any deposit made.

Unless otherwise agreed, we do and shall retain title to the Customer’s manufactured forms, regardless of whether they are manufactured by us or another contractor.

The forms shall only be used for the Customer’s orders, if and as long as the Customer complies with its payment and purchase obligations.

We shall keep forms manufactured for the Customer for a period of up to two years from the date of the last delivery of products from the form in question.

If it is agreed that the Customer shall become owner of forms, such title shall transfer to the Customer upon payment of the purchase price for the forms. In this case, the transfer of the possession of the forms shall be replaced by our keeping the forms for the Customer. Regardless of the Customer’s claims for surrender of the forms and regardless of the lifespan of the forms, we shall be entitled to the exclusive possession until the purchase of a minimum number of units and/or until the expiry of an agreed manufacturing period. We shall designate the forms as third-party property and, upon request, insure them at the Customer’s expense.

In the event forms are owned by the Customer or lent to us by the Customer, our liability with regard to storage and care is limited to the care of a diligent business person. The conditions spelt out in paragraph VIII. shall apply to our liability with regard to any breach of duty.

The Customer shall bear any costs for maintenance and insurance of the forms. Our obligations with regard to the stored forms expire in case the Customer does not pick up the forms after completion of the order and our request to do so.