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General Terms and Conditions

of Reinle Gummi & Kunststoff GmbH

- hereinafter referred to as "Supplier" -

Röttenbacher Str. 30

91785 Pleinfeld-Mischelbach

 

Article 1 Scope

Our delivery terms apply to all current and future business relationship with the customer, to the exclusion of any general terms of the customer, regardless of what they are called (e.g. General Purchase Conditions, etc.). It is expressly agreed that, even if general terms and conditions of the customer are known and referred to by any name whatsoever, they will only become part of this agreement when we explicitly agree to that in writing.
Accordingly, the customer expressly dispenses with his terms and conditions being applicable to the order that he places with us.To the extent that the terms and conditions of our business partner will be applicable, those parts of the, for us extraneous, terms and conditions will not apply that deviate to our detriment from the legal arrangements or the general delivery terms of our company. Already now, we expressly countermand all deviating terms and conditions of our customers.
Our general sales conditions neither exclude nor restrict our additional legal rights.

 

Article 2 Conclusion of the Agreement

In principle, our offers are without obligation and are, from a legal point of view, merely an invitation by a customer for making an offer (invitatio ad offerendum).
The agreement with us does not acquire legal validity until the customer receives a written order confirmation from us and / or the performance has been rendered by us.
We have the right of accepting the offer of the customer, which is inherent in his order, within four weeks of receipt by us.

 

Article 3 Responsibility for Designs

There is agreement between us and the customer that the responsibility for designs of performances that are ordered from us, lie within the exclusive purview of the customer. The customer is solely responsible for the completeness and correctness of his data / drawings / documents, as well as for any other specifications of the performance that must be rendered by us. If we render the performance in accordance with the specifications of the customer, any malfunctioning emanating therefrom or the incidence of other deficiencies cannot lead to us becoming liable for guaranty.

 

Article 4 Delivery Dates

It is agreed between us and the customer that delivery deadlines merely represent temporal target definitions and do not amount to legally binding delivery dates. Prerequisite for delivery deadlines becoming live is the written confirmation by us of the order and the making available by the customer of all required contractual documentation and any other possibly required information.
The delivery deadline is considered to have been adhered to by us if the performance has been made available before the deadline and the customer has been informed that the order is ready for despatch or if the delivery to the customer takes place by order and for risk of the customer.
Our delivery deadlines are suitably put back if they cannot be adhered to for reasons that we are not responsible for or that third parties are responsible for, especially in cases of industrial unrest, strikes and lock-outs, as well as upon the incidence of other unforeseen events that may affect us or our secondary suppliers and that impact the making of deliveries and rendering of performance by our company, and also in cases of force majeure.
If the extension of the delivery period on account of force majeure becomes unreasonably long for the obligated party, the obligated party will have the right of withdrawing from the agreement, without becoming liable to paying for compensation for damage.
If our customer is in arrears with honouring his payment obligations, the delivery deadlines are also extended accordingly.

 

Article 5 Compensation

The price that has been agreed between us and the customer is binding during a period of four months from the date of our confirmation of the order. It is based on the costs of wages and raw materials at the time of concluding the agreement. If the costs of wages and raw materials should, at the time of delivery, have risen by more than 2 %, we will have the right to apply a corresponding increase to the price.
Except where other arrangement have been agreed with the customer, all prices are ex-factory and exclusive costs of loading, packaging, freight and / or insurance, as applicable, and must be increased by value-added tax at the prevailing rate.
Where we arrange with the customer to arrange for transportation, it will be done solely on behalf of and for risk of the customer.
We have the right to issue the customer with invoices for down payments and advance payments.
The customer has the obligation to settle our invoices for the full amount within 30 days of them having been despatched by us, though, if payment is made within the first ten days of the invoice having been despatched, we grant a discount of 2 %. Upon lapsing of the payment period, our customer will be in default.
Should are customer be in default for more than ten days, possibly still outstanding partial payment become due for payment forthwith.
Should the customer be in arrears for making the payment by more than twenty days, we will be entitled to withdrawing from the agreement and we will be entitled to charging the damage that will have been caused to us and the expenditure that has already been incurred to the customer.
In order to secure claims, it is agreed that no right to set-off will exist if the counterclaims of the customers have not been legally established or have not been recognised by us and that any right of withholding by the customer does not exist, if the counterclaim of the customer does not emanate from the same agreement.
In case of withdrawal by us the reason stated above, our company will not be liable to paying compensation for damage and / or will not be liable in any other way towards the customer.

 

Article 6 Shrinkage / Tolerances

It is agreed between us and the customer that possible risks that may emanate from tolerances and / or shrinkage are, in principle, for risk of the customer and that, therefore, no claims to liability under guaranty of our company can be derived therefrom, whilst we are moving within the agreed tolerance limits. If no specific arrangements about tolerances have been made in the actual agreement, the general tolerance limits as per DIN specifications will apply.

 

Article 7 Contractual Penalties

It is agreed between us and the customers that we are only obliged to accept contractual penalties that have been agreed between the customer and third parties, if the customer has explicitly informed us in writing and before conclusion of the agreement and acceptance of such penalties has been confirmed by us in writing.

 

Article 8 Invoicing on the Basis of Hourly Rates

If no fixed rate has been agreed between us and the customer, we will have the right of charging on hourly basis, as we see fit, on the basis of common and suitable conditions, in addition to charging for the incurred costs of materials.

 

Article 9 Delivery "ex-factory"

We deliver exclusively ex-factory. The risk of and responsibility for the goods passes to the customer upon the moment of making the goods available to the customer.Where we are willing to undertake the transportation for the customer, against payment, the risk to the customer is limited to loss, destruction or impairment of the goods during transportation.

 

Article 10 Secondary Contractors

We do have the express right of engaging secondary contractors, as we see fit, within the framework of our contractual obligations. In that regard, we also have the right of divulging essential information to those secondary contractors within the framework of implementing the agreement, even if such information is fundamentally subject to confidentiality agreements and / or secrecy obligations.To that extent, the customer dispenses with adhering to secrecy agreements, confidentiality agreements and similar agreements that he may have entered into.

 

Article 11 Reservation of Title

We expressly reserve title to ownership of goods that we have delivered until all outstanding claims of our company against the customer have been settled in full.
Our customers have the right of disposing of the goods within the ordinary course of business and / or of processing them and / or of mixing and blending them with other goods.
Already now, the customer cedes to us all claims that may arise in the customer's favour against any third party as a result of disposing of the goods, up to the amount of the invoice. We herewith explicitly accept the cession.
After ceding, our customer will be authorised to collecting under the claim. We reserve the right to collect under the claim ourselves, as soon as the contractor does not properly honour his payment obligations and runs up arrears.
Possible treating and processing as well as mixing and blending of the goods with other goods by the contractor is always done on behalf of and by order of us. If our goods are processed and / or mixed and / or blended with extraneous objects, we acquire co-ownership of the other processed, mixed and or blended objects in proportion to the value of the goods that have been delivered by us. Where the new item becomes the main item, the customer does already now passes ownership of the main item to us, until payment will have been made in full.
If the customer does not honour his contractual obligations towards us, we will be entitled to forthwith revoking the authorisation of collecting under the ceded claims. In that case, the customer will be obliged to let us have all information that is needed for being able to legally collect under the claim and to assist us, on a best effort basis and at his own expense, with pursuing the claim in the courts – as far as necessary.

 

Article 12 Guaranty

We guarantee our goods for a period of 12 months. If the customer claims compensation for deficiencies within the guaranty period, we will have the right of repairing or of replacing, at our choice. The customer is obliged to notify us in writing, within one week from receipt of the goods, of any obviously recognisable deficiencies and to notify us, within the normal course of business, of any other deficiencies immediately upon them being discovered. If he does not do so, any claims under guaranty will be expressly excluded. The full burden of proof rests upon our customers as precondition for honouring claims under guaranty, especially in respect of the deficiencies, the time of detecting the deficiency and the timeliness of lodging the complaint.The guaranty period of our company starts upon issuing the notification of availability to the customer (despatch of the notification of availability by us).It has been agreed with the customers that the agreement about the quality of the goods must fundamentally be considered to be the product description, on the understanding that deviations in form, colour and function that do not amount to essential deviations from the agreed description and / or the agreed specifications and that do not affect the purpose for which the customer intends to use the product and that such deviations are not deficiencies in the legal sense.

 

Article 13 Scope of liability / limitation of liability

In case of negligent violations of obligations, our liability will be limited to the average damage that can typically be foreseen for the type of goods that are the subject of the agreement. Any costs for installation and removal of the goods at third-party locations are expressly excluded from this. That also applies in case of negligent violations of obligations by our representatives or fulfilment agents.

For damage that does not occur on the delivered object itself, we will only be liable in cases of wilfulness, gross negligence on the part of our organisational bodies or of the owner, in cases of culpably causing mortal or physical injuries to body and health, in cases of deficiencies that have been fraudulently kept secret or that have been guaranteed not to be present, plus in case of defects on the delivered object, to the extent that we are legally liable for damage to persons and property in respect of privately used objects.

With regards to claims for compensation for damage on account of a deficiency, there is a period of limitation of one year from delivery of the goods. That does not apply in cases of fraud, gross culpability, nor in cases of irresponsibly causing damage to body and health nor in cases of loss of life. In cases of the preceding sentence, the legal periods of limitation will apply.

All claims of the customer towards our company are limited to the total of the underlying order from which the potential claim results. This limitation in height does not apply to any claims for which we are liable from wilful intent, gross negligence of our bodies or the owner, culpable violation of life, body and health, malicious defects or any warranty of the lack thereof, or for personal injury and property damage to privately used objects under the product liability act, as well as any other statutory mandatory facts that cannot be excluded under private law.

Any liability scope and limitation rules of the customer shall also be agreed on for potential damages claims from the customer's warranty.

 

Article 14 Tools

Except where otherwise agreed with the customer, we possess full ownership of all tools that have been manufactured by us or have been procured from us, whether they have been produced of procured for the exclusive manufacturing of the customer, or that are, in principle, available with us. That also applies if the customer has borne the costs of manufacturing or procurement as a whole or in part, because, as a matter of principle, this would have been taken into account when agreeing with the customer upon pricing. The full right of disposing over the tools rests exclusively with us.If, on the basis of a separate agreement, tools are present with us that are actually owned by the customer, we will have the right of destroying them at the expense of the customer as soon as a period of twelve months has lapsed, during which they will not have been used for manufacturing parts for the customer, unless the customer has requested within a period of four weeks after the notification of impending destruction for them to be handed over.

 

Article 15 Proprietary Rights

All proprietary rights, copyrights and property rights to prototypes, drawings, plans, designs, specifications and similar documents are vested in us.

 

Article 16 Infractions of Proprietary Rights

In the event that third parties should claim that we infringe their proprietary rights and to the extent that such infringements were to rest on specifications of the customer, our customer will have the obligation of indemnifying us internally against such claims and must bear full costs.

 

Article 17 Materials Provided by the Customer

If, for the purpose of implementing the order that has been placed with us, we will require materials to be provided by the customer, the customer will have the obligation to make such materials available at our premises four weeks before the delivery date that the customer requests. With regard to provided goods as well as tools and packaging of the customer, we are merely required to check the goods upon receipt for completeness, externally recognisable damage from transportation and to verify their identity. In all other respects, the customer discharges us to the full extent from all other obligations of verification upon receipt of good, whilst the provisions of Article 377 HGB (German Commercial Code) will not apply.In the event of damage to the provided materials, liability for slight and intermediate degrees of negligence will be excluded, except where the customer has let us known the price of the provided materials before placing the order and has received from us written agreement of accepting liability also for slight and intermediate negligence in respect of the provided materials.If, when processing the provided materials, no output quantities have been laid down between us and the customer, the quantities as produced and put out by us apply.

 

Article 18 Final Provisions

The laws of the Federal Republic of Germany exclusively apply, under exclusion of those provisions of the German international private law that would lead to the application of foreign legal standards and under exclusion of the United Nations Convention on Contracts for the International Sale of Goods - UN Purchase Law.Subsidiary agreements between the parties will only be legally valid if concluded in writing. Implied deviation from this requirement of the written form between us and the customer is expressly excluded.Disputes between us and the customer are subject to the jurisdiction of the courts at Nuremberg.If individual stipulations of this agreement are or become void, are or become partially void or are or become unenforceable, the effectiveness of the remaining stipulations will not be affected. Rather, the parties agree to replacing the void and / or unenforceable stipulation by an arrangement that comes closest in meaning and purpose to the provisions of the void, partially void or unenforceable stipulation. If the parties cannot reach such agreement, the void, partially void or unenforceable stipulation will be replaced, as desired by the parties, by the particular legal stipulation that comes closest in meaning and purpose to the provisions of the void, partially void or unenforceable stipulation.

© Reinle Gummi & Kunststoff GmbH · Röttenbacher Straße 30 · 91785 Pleinfeld Mischelbach · +49(0)9144/60867-0 · info@reinle-gk.de