Product catalog
Sealing and plastics technology
  • I. General
    1. These terms only hold good vis-à-vis enterprises in the sense of § 310 of the German Civil Code.
    2. The quotations, order confirmations, deliveries and services of the Seller are effected exclusively on the basis of these terms of business.
    3. These terms of business also hold good for all future business relations, even if they are not explicitly agreed again.
    4. Statements to the contrary by the Buyer with reference to his terms of business and purchase are herewith explicitly rejected.
    5. Terms conflicting with or differing from these terms of business are only valid if same are explicitly confirmed by the Seller in writing.

    II. Quotations and contract
    1. The Seller's quotations are subject to confirmation. The order or article numbers refer to the latest edition of the Seller's documents, e.g. catalogues or brochures, which provide further technical information. The information in these documents is only approximate save they have explicitly been designated as binding.
    2. Declarations of acceptance and all orders require the Seller's confirmation in writing or per fax or in electronic form to have legal validity. This applies analogously to additions, changes or side agreements. Invoicing is deemed as confirmation of the order.
    3. Drawings, illustrations, dimensions, weights and other performance data are only binding if this is explicitly agreed in writing. All drawings and documents are to be returned on demand by the Seller or unsolicited in the event that an order is not placed.
    4. Should, after conclusion of contract, it become apparent that the Seller's right to consideration is jeopardised by the Buyer's deficient capabilities, in particular due to the customer exceeding his credit limit or unpaid overdue invoices, the Seller is entitled to refuse to fulfil the contract until consideration has been rendered or collateral provided for it. The Seller is entitled to withdraw from the contract if he has set the Buyer a reasonable period to render consideration or provide collateral and this period has passed in vain.

    III. Prices and terms of payment
    1. The prices quoted by the Seller in his quotations are not binding. Where the order confirmation does not state otherwise, the prices are quoted ex Seller's works/warehouse excluding packaging, postage, freight, other shipping expenses, insurance and customs duties; these are invoiced separately. The packaging is invoiced at cost price. The Seller's prices do not contain statutory value added tax. It is invoiced separately at the valid rate.
    2. All the Seller's invoices are payable within 30 days of the invoicing date in net without any deductions or within 10 days of the invoicing date less 2% cash discount to the Seller's point of payment in euros. Deduction of a cash discount is not permitted if purchase price claims due to older, due invoices have not been settled. Any cash discounts are to be deducted from the gross invoice sum.
    3. The Seller is entitled, in spite of provisions by the Buyer to the contrary, to assign payments first to the Buyer's older arrears. If costs and interest have already been incurred, the Seller is entitled to assign the payment first to the costs, then to the interest and lastly to the main sum.
    4. Payment is only deemed as rendered when the Seller can dispose of the funds.
    5. Should the Buyer be in default of his payment commitments or should the Seller learn of other circumstances that raise doubts about the creditworthiness of the Buyer, the Seller is entitled to accelerate maturity of the complete outstanding balance or to demand other collateral.

    IV. Offsetting, right of retention, prohibition on assignment
    1. The Buyer is only entitled to rights of offsetting and retention for receivables that are undisputed or have been established in law. Reductions due to notices of defects are subject to the same restrictions.
    2. The Buyer agrees to offsetting of his receivables and payables vis-à-vis the Seller. The receivables and payables of the Buyer may be offset in the same way.
    3. The rights of the customer from the contract are not assignable.

    V. Time of delivery and performance
    1. The dates and periods named by the Seller are not binding save otherwise has been explicitly agreed in writing. Make-and-hold and blanket orders require individual agreements on delivery times.
    2. Delivery periods commence on the day the Buyer's order is received. The Seller's compliance with his delivery obligations presupposes lawful, correct and proper fulfilment by the Buyer of his obligations; in particular, the Seller must have all the documents, parts, specifications and approvals to be provided by the Buyer in his possession and any advance payments agreed must have been rendered.
    3. The date of delivery is the day on which the Buyer is notified that the goods are ready for collection. If shipment is owed, the date of delivery is the day on which the goods are handed over to the carrier.
    4. Reasonable partial deliveries and partial performance are allowed to a reasonable extent. Further, unavoidable volume variations of +/- 5 to 10% are not deemed to be short or excess volumes.
    5. Delays in delivery and performance due to force majeure are not the fault of the Seller. Force majeure and industrial disputes free the parties to the contract of their performance obligations for the duration of the disturbance and in the scope of its effects. The parties to the contract are obligated to provide the necessary information forthwith within the bounds of reasonableness and to adapt their obligations to the changed circumstances in good faith. The customer only has a right of withdrawal in such cases if the agreed delivery period has already been exceeded by more than 10 weeks. Before then a right of withdrawal only exists if the Seller has informed the customer in writing that he cannot or can no longer effect delivery. The above restrictions do not apply to transactions where time is of the essence. If production of the goods is not reasonable due to force majeure or an industrial dispute, the Seller is freed from his performance obligation and is entitled to withdraw from the contract. If the Seller is in default with delivery in the case of a delivery date agreed in writing, the Buyer may withdraw from the contract if he has set the Seller a reasonable period of grace of at least 14 days insofar as setting of a deadline is not superfluous by way of exception. Should the Buyer not already declare on setting the deadline whether he insists on performance or would like to make use of his right of withdrawal and should such a declaration not be received by the Seller within a further period of seven days, the Seller is in turn entitled to withdraw from the contract. The Buyer's right to claim compensation for damages is based on the prerequisites in section IX.

    VI. Transfer of risks
    1. The risk passes to the Buyer as soon as the goods have left the Seller's works, an external warehouse or in the case of direct delivery of goods not made by the Seller himself the subcontractor's warehouse. Should shipment or collection be delayed or become impossible through no fault of the Seller, the risk passes to the Buyer on notification of readiness to ship.
    2. Items delivered are to be accepted by the Buyer even if they have insignificant defects without prejudice to the rights from section VIII.

    VII. Retention of title
    1. The Seller retains title to the goods delivered until the Buyer has settled all liabilities from the business relationship.
    2. Processing and transformation are always effected for the Seller as manufacturer, albeit without any obligations for him. Should the joint ownership of the Seller cease through amalgamation, it is agreed already now that the joint ownership of the Buyer to the common object goes over to the Seller proportionately to the value of the invoice. The Buyer safekeeps the property or joint property of the Seller free of charge.
    3. The Buyer undertakes to safeguard the property/joint property of the Seller against decay, deterioration or loss, also vis-à-vis his buyers, with the diligence of a prudent businessman.
    4. The Buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of his business. Pledging or assignment as security is not permitted. The Buyer already now relinquishes all payables from the resale of the goods subject to retention of title or arising for some other legal reason in their regard to the Seller in full and with all secondary rights by way of precaution.
    5. In the event of actions regarding the goods subject to retention of title by third parties the Buyer will advise of the Seller's title to them and notify same forthwith in this regard. Costs and losses will be borne by the Buyer.
    6. Should the Buyer be in default of payment, the Seller is entitled to withdraw from the contract and to take back the goods subject to retention of title or, if applicable, demand assignment of the Buyer's claims for surrender vis-à-vis third parties. The Seller's right to demand compensation for damages remains intact. The same applies to other conduct by the Buyer in breach of contract.
    7. The Seller undertakes to release the collateral due to him on demand by the Buyer insofar as the realisable value of his collateral exceeds the payables being secured by more than 20%. The Seller is free to choose which collateral to release.

    VIII. Claims for defects
    1. The exclusion of variations customary in the trade requires explicit written agreement. The same applies to warranties. The details provided by the Seller on the object of delivery and performance in his catalogues, brochures and price lists merely represent descriptions, characteristic features or guide values save not stated otherwise in the order confirmation. Minor, insignificant variations vis-à-vis the catalogues or earlier goods delivered are not defects.
    2. The Buyer must check himself whether the goods ordered from the Seller are suitable for the purpose intended by the Buyer. Unsuitable goods only represent a defect if the Seller confirmed their suitability in writing to the Buyer.
    3. The deterioration of wearing parts in the course of normal use does not represent a defect.
    4. If assembly, fitting, marketing or maintenance instructions of the Seller are not followed, changes are made to the products, parts are replaced or consumables that do not correspond to the original specifications are used, claims for defects only exist if the Buyer proves that the defect was not caused by same, but already existed on the transfer of risk. The Seller warrants that his products are free of fabrication and material defects and for the rest have the quality agreed in the order confirmation. Prerequisite for claims by the Buyer for defects is that the Buyer properly and correctly fulfilled his obligations according to § 377 of the German Commercial Code to inspect the goods and give notice of defects.
    5. If the goods have not yet been delivered to an end customer, the Seller is obligated in the case of justified and properly and correctly notified defects to, at his discretion, eliminate the defects through repair or to redeliver the object of delivery or parts thereof. Should redeliveries or repairs fail, the Buyer may only demand a reduction in payment or at his discretion withdraw from the contract. The right of withdrawal and a claim for compensation for damages instead of performance only exist, however, if the defect is not insignificant. The right of the customer to claim compensation for damages is governed according to section IX.
    6. If the goods have already been delivered to an end customer, the customer is fundamentally only entitled to claim defects from the Seller that his customer has claimed from him. This does not apply if the goods were taken back in an accommodating arrangement and this was not coordinated with the Seller. Further, the customer is not entitled to withdraw from the contract with the Seller if he had to take back the goods because he did not properly and correctly fulfil his obligations for post-fulfilment, especially if he culpably allowed a deadline set for post-fulfilment to pass in vain.
    The Seller is only obligated to reimburse disbursements according to § 439, par. 2 of the German Civil Code if the customer previously notified him forthwith in writing of his customer's demand for post-fulfilment, the intended type of post-fulfilment and the approximate related costs and the Seller did not dissent forthwith. The customer is obliged to follow proposals by the Seller concerning more favourable variants of post-fulfilment.
    7. If the Seller breaches non-performance related duties according to § 241, par. 2 of the German Civil Code, the customer has a right of withdrawal and a claim for compensation for damages beyond the statutory provisions only if he previously warned the Seller in writing and the Seller nevertheless failed to desist from the breach of duty.
    8. In the case of the elimination of defects the Seller is obligated to bear all the disbursements, especially transport, travel, labour and material costs, necessary for elimination of the defects if and to the extent that they were not incurred because the object of sale was moved to another place than the place of performance.
    9. The period of limitation for claims for defects is 12 months reckoned from the date of delivery of the object to the customer. This does not apply if the breach of duty was caused wilfully or negligently. For the rest §§444 and 479 of the German Civil Code remain intact.

    IX. Compensation, limitation of liability
    1. Claims for compensation for damages are debarred. In particular, the Seller is neither liable for damage to the object of delivery itself nor for the consequential losses from defects of whatever type; in particular, the Seller is not liable for lost profits or other pecuniary losses of the Buyer. The above exemption of liability does not apply if the Seller or his agents can be accused of intent or gross negligence.
    2. If the Seller has negligently breached a duty of significance for fulfilment of the purpose of the contract, the amount of the liability remains restricted to the typical losses of comparable transactions of this type that were foreseeable on conclusion of the contract or at the latest on committing the breach of duty.
    3. § 444 of the German Civil Code, claims for compensation for injuries to life, body and health and claims according to product liability law remain intact.

    X. Right of use and exploitation, property rights
    1. Where the Seller manufactures and delivers goods to the Buyer on the basis of an order from the Buyer and according to the Buyer's instructions and guidelines, the Buyer is liable to the Seller regarding the absence of third-party property rights to the deliveries and performances in the order. He indemnifies the Seller from all related claims and must reimburse the Seller's losses.
    2. Where the Seller makes tools, drafts, fitting recommendations or other drawings and documents available to the Buyer together with the goods, the Seller reserves title and all property rights and rights of use to them. The Buyer is only entitled to use them for the purposes of the sales contract; in particular, he is not entitled to reproduce such objects or to grant third parties access to them.

    XI. Secrecy
    If not explicitly agreed otherwise in writing, the items of information received in connection with orders are deemed as not confidential.

    XII. Data privacy
    The Seller is entitled to store and process all data on the Buyer received in connection with the processing of the contract for his own purposes subject to the provisions contained in the German Federal Data Protection Act.

    XIII. Partial validity
    Should a provision in these general terms of business or a provision in other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

    XIV. Place of jurisdiction, place of performance
    The place of jurisdiction is Essen, Germany; the Seller is, however, also entitled to sue the Buyer at his place of business. If not stated otherwise in the order confirmation, the place of performance is the Seller's place of business that effects the delivery.

    XV. Applicable law
    The terms of business and complete legal relations between the Buyer and the Seller shall be governed and construed according to the law of the Federal Republic of Germany.
    The United Nations Convention on Contracts for the International Sale of Goods ("CISG") of 11 April 1980 shall not apply.

    Status: July 2008

    Dichtungs- und
    Alte Bottroper Straße 81
    D-45356 Essen
    Tel: +49(0)201/86606-0
    Fax: +49(0)201/8660668

TECHNO-PARTS GmbH, Alte Bottroper Str. 81, D-45356 Essen,