General Terms and Conditions of S-POLYTEC GmbH

1 General

1. We, S-POLYTEC GmbH, otherwise (supplier), provide our deliveries and services, including consulting services, exclusively on the basis of these General Terms and Conditions in the version valid at the time of the order. Deviating terms and conditions of the customers otherwise (purchaser) shall only apply insofar as they have been expressly recognised by us in writing in the individual case.

2. Should individual provisions be or become invalid, this shall not affect the remaining conditions. In place of an invalid provision, the legally permissible provision shall apply which comes closest to the provision intended in the terms and conditions.

2 Prices

1. In case of doubt, the prices shall apply ex works excluding freight, customs duty, import duties and packaging plus value added tax at the statutory rate.

2. If the decisive cost factors change significantly after submission of the offer or after order confirmation until delivery, the supplier and the orderer shall agree on an adjustment of the prices.

3. The basis of the calculation shall be the weights established by the supplier.

4. The supplier shall not be bound by previous prices in the case of new orders (= follow-up orders).

3 offers

1. Our offers are always subject to change. This applies in particular to price quotations in catalogues and price lists. Orders shall be deemed to have been accepted if they are either confirmed by us in writing, executed immediately after receipt of the order or on schedule. In this case, the delivery note or the invoice shall be deemed to be the order confirmation. Supplements, amendments or verbal subsidiary agreements require our written confirmation in order to be valid.

2. Obvious errors, typing, printing and calculation errors are not binding for us. Unless otherwise agreed, the illustrations, drawings, weights and dimensions contained in catalogues, price lists and other documents are only approximate. Such information, in particular also about the performance and usability of the products supplied, as well as about DIN, EURO and other standards, shall only be deemed to be assured or guaranteed if we expressly declare this in writing.

3. We reserve the right to make technical changes to devices and materials in the interests of progress and quality improvement.

4. Technical advice is given to the best of our knowledge and belief; we hereby expressly exclude liability for our consulting services.

5. If we make samples available to the customer, these shall be deemed to be hand samples and not assurances of properties or guarantees.

4 Deliveries and obligation to accept

1. Delivery periods are only binding insofar as they have been expressly confirmed by the supplier. Delivery periods, insofar as they have been agreed, shall commence after receipt of all documents required for the execution of the order and the down payment if agreed. The delivery period shall be deemed to have been complied with upon notification of readiness for dispatch if dispatch is delayed or impossible through no fault of the supplier.

2. In the case of call-off orders, we are entitled to manufacture or have manufactured the entire order quantity in one go. Any change requests can no longer be taken into account after the order has been placed, unless this has been expressly agreed. Call-off dates and quantities can only be complied with within the scope of our delivery or manufacturing possibilities, unless fixed agreements have been made. If the goods are not called off in accordance with the contract, we shall be entitled to invoice them as delivered after the expiry of a reasonable period of grace.

3.If an agreed delivery deadline is not met due to the supplier's own fault, then, if he has not acted with gross negligence or intent, the orderer is entitled, to the exclusion of further claims, to demand compensation for delay or to withdraw from the contract after the expiry of a reasonable period of grace. The compensation for delay shall be limited to a maximum of 5 per cent of that part of the delivery which was not made in accordance with the contract. Withdrawal shall be excluded if the customer itself is in default of acceptance. The customer reserves the right to prove a higher damage.

4. The packaging shall be carried out with the best care, the dispatch at our best discretion. The supplier is entitled, but not obliged, to insure deliveries on behalf of and for the account of the customer. Packaging, protective and transport aids will not be taken back unless otherwise agreed in writing or unless this contradicts the statutory provisions. The packaging will be charged at cost price as well as any additional costs incurred.

5. Reasonable partial deliveries as well as reasonable deviations from the order quantities of up to plus/minus 10 percent are permissible. Partial deliveries shall be paid for separately within the periods specified in Clause 37. If the Purchaser is in default with the payment of a partial delivery, the Supplier may suspend the further execution of the delivery until payment has been made.

6. If the supplier agrees to take back the goods delivered by it, these must be in perfect condition. For processing, costs amounting to 10 per cent of the invoice value shall be charged to the customer. In any case, the risk of loss of or damage to the goods shall pass to the customer until the goods are received by the supplier. Freight or shipping costs shall be borne by the orderer.

7.If the orderer does not fulfil its acceptance obligations, the supplier shall not be bound by the regulations on self-help sales, without prejudice to other rights, but may rather sell the delivery item on the open market after prior notification of the orderer.

5 Dispatch and transfer of risk

1. Unless otherwise agreed, the supplier shall choose the packaging, mode of dispatch and shipping route.

2. Even in the case of carriage paid delivery, the risk shall pass to the orderer when the goods leave the delivery works. In the event of delays in dispatch for which the customer is responsible, the risk shall already pass with the notification of readiness for dispatch.

3. At the written request of the customer, the goods shall be insured at his expense against risks to be specified by him.

4. The supplier is not obliged to take out transport insurance - even for foreign transactions. In the event of damage to or loss of the goods in transit, the Purchaser shall inform the supplier without delay in order to safeguard its claims and shall arrange for a statement of the facts to be made with the carrier without delay.

4. The supplier is not obliged to take out transport insurance, even in the case of foreign transactions.

6 Retention of title

1. We reserve ownership of the delivered item until full payment of all claims arising from the delivery contract. We shall be entitled to take back the object of sale if the customer acts in breach of the contract.

2. The customer is obliged, as long as the ownership has not yet passed to him, to treat the object of sale with care. In particular, he is obliged to insure it at his own expense against theft, fire and water damage at its replacement value.

2. The customer is obliged to treat the object of sale with care as long as ownership has not yet passed to him.

3. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

4. The orderer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims of the customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased goods have been resold without or after processing. The buyer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the buyer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is no cessation of payments.

5. The processing or transformation of the object of sale by the purchaser shall always be carried out in our name and on our behalf. In this case, the customer's expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the buyer's item is to be regarded as the main item, it shall be deemed to be agreed that the buyer transfers co-ownership to us on a pro rata basis and keeps the sole ownership or co-ownership thus created for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims as accrue to him against a third party as a result of the combination of the reserved goods with a piece of real estate; we already accept this assignment now.

7 Liability for material defects

1. If the orderer is an entrepreneur, we shall initially provide warranty for defects of the goods at our discretion by rectification or replacement delivery.

2. If the orderer is a consumer, he shall initially have the choice as to whether subsequent performance is to be effected by rectification or replacement delivery. However, we are entitled to refuse the type of subsequent performance chosen if it is only possible at disproportionate cost and the other type of subsequent performance remains without significant disadvantages for the consumer.

3. If the subsequent performance fails, the customer may in principle demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the orderer shall not be entitled to rescind the contract.

4. Entrepreneurs must notify us in writing of obvious defects, as well as wrong delivery and incompleteness within a period of 10 days from receipt of the goods, otherwise the assertion of the warranty claim is excluded. Hidden defects must be notified within 10 days of their discovery. The entrepreneur shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notification of the defect.

5. Consumers must notify us in writing of obvious defects within a period of two months after the time at which the condition of the goods contrary to the contract was established. The receipt of the notification by us is decisive for the observance of the deadline. If the consumer fails to provide this information, the warranty rights shall expire two months after the defect has been discovered. This does not apply to fraudulent intent on the part of the supplier.

6. The burden of proof for the time of the determination of the defect lies with the consumer. If the consumer was induced to purchase the item by inaccurate manufacturer's statements, the consumer bears the burden of proof for his purchase decision. In the case of second-hand goods, the consumer bears the burden of proof for the defectiveness of the item.

7. For entrepreneurs, the warranty period is one year from delivery of the goods. For consumers, the limitation period is two years from delivery of the goods. For used goods, the limitation period is one year from delivery of the goods. This does not apply if the customer has not notified us of the defect in good time.

8. Further claims are excluded. This applies in particular to claims for compensation for damage that has not occurred to the goods themselves (consequential harm caused by a defect).

9. Natural wear and tear is in any case excluded from a warranty. This also applies if a third party interferes improperly with the object of purchase.

7 Liability for material defects

1. If the customer is an entrepreneur, we shall initially provide a warranty for defects in the goods at our discretion by rectification or replacement delivery.

5. Consumers must notify us in writing of obvious defects within a period of two months after the time at which the condition of the goods contrary to the contract was established. Decisive for the observance of the deadline.

8 Terms of Payment

1. All payments are to be made in EUR (Euro) exclusively to the Supplier.

2. Unless otherwise agreed, the purchase price for deliveries or other services is payable within 8 days without deduction after the invoice date.

3. Unless otherwise agreed, payments in online business are to be made in advance. The goods will only be prepared for dispatch after receipt of the full amount.

9 Place of performance and jurisdiction

1. Place of performance for all deliveries and payments is 47559 Kranenburg.

2. The place of jurisdiction for all disputes arising from the contractual relationship, also with regard to bills of exchange and cheques, is Kleve. We are also entitled to sue the buyer at the court of his company or domicile.

3. German law shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Federal Law Gazette 1989 p. 586) for the Federal Republic of Germany (Federal Law Gazette 1990 p. 1477) is excluded.

As of October 2017