General Terms and Conditions of ttp Papenburg GmbH
1) Our terms and conditions apply exclusively. These terms and conditions apply to all contracts that we conclude, unless otherwise expressly agreed in writing.
2) Counter-confirmations with reference to deviating terms and conditions of business and sale or delivery are hereby expressly contradicted. Corresponding terms and conditions of business of our contractual partners which deviate from our terms and conditions of business shall not otherwise become part of the contract even if we do not expressly object to them. Our general terms and conditions of business shall also apply if we are aware of terms and conditions of the contractual partner that are contrary to or deviate from our terms and conditions of business.
3) Our terms and conditions of business shall also apply in their currently valid version to future discussions with our contractual partners. Older terms and conditions hereby lose their validity.
4) We are entitled to change or amend our terms and conditions at any time with a reasonable notice period.
5) Third parties - in particular our employees - are not authorized to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contracts. Corresponding declarations do not establish any liabilities at our expense.
6) Should individual provisions be or become invalid, this shall not affect the remaining provisions.
II. conclusion of the contract.
1) Our offers are subject to change and non-binding, unless they contain any declarations to the contrary. Orders and contracts are only accepted when they have been confirmed by us in writing. We can accept offers made to us within 1 week.
2) Our orders must be confirmed in writing within three working days of receipt. If the confirmation does not take place within this period, the contract shall be deemed not to have been concluded.
3) All agreements must be made in writing. The written form can only be waived by written agreement.
4) For the technical implementation of a new profile shape in accordance with the respective drawing, we reserve the right to withdraw from the contract in the event that the profile shape is not implemented correctly, without any further claims being made against us beyond the reimbursement of the tooling costs paid.
III Subject matter of the contract, prices.
1) The subject of the contract is the goods in the type and quantity as specified in the written order or in the offer.
2) The prices stated in the offer or in the order shall apply to all services. For goods ordered by us, the prices are exclusive of statutory value-added tax and include for us freight-free delivery to the place of performance Papenburg, including packaging, unless otherwise agreed. We shall only be obliged to return the packaging if this has been expressly agreed. Packaging that may be charged separately by the supplier may be returned by us upon receipt and must then be credited by the supplier at the same value after return.
3) The agreed prices shall apply to goods to be delivered by us. Our prices are in Euro. Standard packaging is included if agreed in writing. Value added tax, freight costs and customs duties as well as additional costs for special packaging are not included.
In the case of delivery abroad, delivery is free German border. Customs clearance costs or other costs incurred when the goods cross the border will not be borne by us. Deliveries abroad for shipment from German or Dutch seaports will be F. O. B., but uninsured. For orders which do not exceed a net invoice value of € 1,500 per delivery, proportional order-related costs, in particular freight, will be invoiced as a lump sum. In the case of orders ex warehouse of a factory branch, no freight reimbursement shall be granted. Packaging cannot be taken back unless this is required by the Packaging Ordinance or other statutory provisions."
4) If significant changes in the costs of raw materials, wages, energy or other costs occur after submission of the offer or after conclusion of the contract, we shall be entitled to demand a reasonable price adjustment taking into account the change in the price factors if deliveries or services are not to be provided within 2 weeks after conclusion of the contract. Our offers lose their validity after 2 weeks from the date of the offer, unless otherwise agreed in writing.
5) We are not obligated to accept follow-up contracts and are not bound by the prices agreed upon for the first or subsequent orders. If the contractual partner does not agree to a reasonable price adjustment, we are entitled to withdraw from the contract without further costs.
6) The customer is obliged to comply with all relevant legal provisions of the country to which goods provided by us are delivered by the customer or to which or in which further delivery or use can reasonably be expected. This includes - without limitation - in particular labeling regulations, product safety regulations, etc.
IV. Molds (Tools)
1) The price for molds also includes the costs for one-time sampling, but not the costs for testing and processing devices and for changes initiated by the purchaser. Costs for further sampling for which the supplier is responsible shall be borne by the supplier.
2) Unless otherwise agreed, the Supplier is and remains the owner of the molds produced for the Purchaser by the Supplier itself or by a third party commissioned by it. Molds shall only be used for orders placed by the Purchaser as long as the Purchaser meets its payment and acceptance obligations. The Supplier shall only be obliged to replace these molds free of charge if they are required to fulfill an output quantity assured to the Purchaser. The Supplier's obligation to store the moulds shall expire two years after the last delivery of parts from the mould and prior notification of the Purchaser.
3) If, according to the agreement, the Customer is to become the owner of the molds, the ownership shall be transferred to him after full payment of the purchase price for them. The transfer of the molds to the purchaser is replaced by storage for the benefit of the purchaser. Irrespective of the Purchaser's statutory claim to surrender of the moulds and of the life of the moulds, the Supplier shall be entitled to their exclusive possession until the termination of the contract. The Supplier shall mark the molds as third-party property and insure them at the Purchaser's request and expense.
4) In the case of molds owned by the Purchaser in accordance with Paragraph 3 and/or molds provided by the Purchaser on loan, the Supplier's liability with regard to storage and maintenance shall be limited to the care taken in its own affairs. Costs for maintenance and insurance shall be borne by the Purchaser. The Supplier's obligations shall lapse if, after completion of the order and a corresponding request, the Purchaser fails to collect the moulds within a reasonable period. As long as the customer has not fulfilled his contractual obligations in full, the supplier shall in any case have a right of retention to the molds.
V. Provision of materials
1) If materials are delivered by the Purchaser, they shall be delivered in time and in perfect condition at the Purchaser's expense and risk with a reasonable quantity surcharge of at least 5%.
2) In the event of non-fulfillment of these prerequisites, the delivery time shall be extended accordingly. Except in cases of force majeure, the Purchaser shall also bear the additional costs incurred for interruptions in production.
VI. training/sales promotion
The Purchaser and its responsible employees are required to participate in ttp Papenburg's training programs, if such are offered, in order to ensure compliance with the uniform marketing as well as the optimization of sales and the expertise required for the qualified sale of the products in accordance with this contract.
VII Shipping, insurance, transfer of risk.
1) The delivery of goods to be supplied by us shall be made by a means of transport of our choice, primarily by truck. If our contractual partner requires a special mode of shipment (e.g. express, air freight), the additional costs incurred thereby shall be borne by him.
2) Upon written request of our contractual partner, the goods shall be insured against transport and fire damage at his expense. Otherwise, we are not obligated to take out transport insurance.
3) Shipment shall be at the risk of our contractual partner. The transfer of risk during shipment shall take place in accordance with § 447 para. 1 BGB (German Civil Code) with the handover of the item to the carrier. If the goods are ready for shipment and the shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass upon notification of readiness for shipment.
VIII. Delivery, Order Quantity, Default of Acceptance.
1) The delivery time stated in our order is binding. The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him which indicate that the delivery time cannot be met. In the event of a delay in delivery, we shall be entitled to all statutory claims - in particular compensation for the damage caused by the delay, damages and rescission. Furthermore, in the event of a delay in performance, we shall be entitled to demand a special mode of shipment (e.g. express delivery). The costs incurred for this shall be borne by the contractual partner in default.
2) Delivery times for goods to be supplied by us shall only be binding if this has been expressly agreed in writing. Delivery periods shall be suspended for the duration of the impediment in the event of force majeure or the occurrence of unforeseen impediments which we are unable to avert despite exercising reasonable care in accordance with the circumstances of the individual case, such as industrial action, official measures at home or abroad for which we are not responsible, power failure for which we are not responsible, delays in the delivery of essential raw materials for which we are not responsible, operational disruptions for which we are not responsible or operational restrictions at suppliers, irrespective of where the impediments occurred. In the event of impossibility, we shall be released from our obligation to perform. Our contractual partner shall only be entitled to claims for damages in cases where we are guilty of intent or gross negligence.
3) We shall be entitled to make partial deliveries. Contracts with agreed partial deliveries (call orders) shall oblige the customer to accept partial deliveries in approximately equal monthly tranches.
4) In the case of manufactured goods, the ordered quantities may be exceeded or fallen short of by up to 10 %. In this case, the contractual partner is entitled to a corresponding financial compensation.
5) If our contractual partner is in default of acceptance or violates other duties to cooperate, our claim to the contractually agreed counter-performance shall remain unaffected (§ 326 para. 2 BGB). Damages and additional expenses attributable to the delay in acceptance shall be borne by the contractual partner in default of acceptance. The risk of accidental loss or accidental deterioration shall pass at the time of the occurrence of the default in acceptance.
6) Invoices for goods ordered by us shall be sent to us separately from the goods on the day of dispatch. A delivery bill must be enclosed with each delivery. Invoices, delivery bills, waybills and correspondence must always state the order number and material number. Otherwise, we shall not be responsible for delays in processing.
IX. Warranty and liability.
1) In accordance with Section 377 (1) of the German Commercial Code (HGB), the contractual partner is obliged to inspect the goods received immediately after delivery by us and to notify us of any defects without delay. If this notification is not made, the goods shall be deemed to have been approved and the burden of proof for any defects then still notified shall be borne by the contractual partner.
2) Minor deviations in quantity and differences in units are to be accepted by the customer insofar as they are customary in the trade and reasonable. Defects that are not obvious must be reported in writing immediately upon discovery, but no later than 6 months after the transfer of risk. After expiry of this period for notification of defects, the assertion of the warranty claim shall be excluded insofar as the customer fails to comply with the obligations required for the performance of the contract, in particular for immediate inspection in accordance with § 377 of the German Commercial Code (HGB).
3) Decisive for the quality and design of tools are the reference samples, which will be submitted to the Purchaser by the Supplier for inspection upon request. The reference to technical standards serves to describe the performance and is not to be interpreted as a guarantee of quality.
4) If the Supplier has advised the Purchaser outside the scope of its contractual performance, it shall be liable for the functionality and suitability of the delivery item only if it has given express prior assurance.
5) In all other respects, the statutory limitation periods shall apply (§ 438 BGB).
6) In the event of defects in the goods delivered by the contractual partner, we shall be free to demand, at our discretion, subsequent performance or rectification of the defect, or to withdraw from the contract immediately, to reduce the purchase price or to demand compensation in lieu of performance.
7) In the same way, in the event that our services are defective, we shall be free to offer the purchaser, at our discretion, a replacement delivery or elimination of the defect (§ 439 BGB). The same shall apply to replacement deliveries and elimination of defects as to the original object of performance. In the case of rectification of defects, we shall not bear the additional costs associated with the fact that the delivery item has been taken to a place other than the place of performance. If we are not prepared or not in a position to make a replacement delivery or remedy the defect, or if such a delivery or remedy finally fails, the contractual partner shall be entitled, at his discretion, either to withdraw from the contract (§§ 437, 440, 323, 326 BGB) or to reduce the purchase price (§§ 437, 441 BGB). Further claims, in particular those for compensation for direct or indirect damage, are excluded unless we are guilty of intent or gross negligence. In the case of delivery by forwarding vehicles, complaints - insofar as they relate to transport - must be noted on the delivery bill or consignment note. Otherwise we are exempt from any liability.
8) The warranty does not cover such damage for which the customer is responsible, in particular damage due to natural wear and tear, strong heating of the rooms, temperature and weather influences or improper handling.
9) Unauthorized reworking and improper handling shall result in the loss of all claims for defects. Only in order to prevent disproportionate damage or in the event of delay in rectification of the defect by the Supplier shall the Purchaser be entitled, after prior notification of the Supplier, to rectify the defect and to demand reimbursement of the reasonable costs incurred. Wear and tear due to contractual use shall not give rise to any warranty claims.
10) Insofar as our liability is excluded or limited, this shall also apply to the personal liability of any vicarious agents. Insofar as we have negligently breached a material contractual obligation, our liability to pay compensation for personal injury, property damage and financial loss shall be limited to the amount covered by our business liability/product liability insurance. Upon request, we shall grant our contractual partner insight into our policies.
11) Insofar as the supplier is responsible for product damage, it shall be obliged to indemnify us against claims for damages by third parties upon first request to the extent that the causes lie within its sphere of control and organization and it is liable itself in relation to third parties. In this context, the supplier shall also be obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We shall inform the supplier about the content and scope of the recall measures to be carried out - insofar as this is possible and reasonable - and give him the opportunity to comment. The supplier is obliged to maintain a product liability insurance with a lump sum coverage of at least 2.5 million Euro per damage event. If we are entitled to further claims for damages, these shall remain unaffected.
12) The supplier shall be responsible for ensuring that no third-party rights are infringed in connection with its delivery. If claims are asserted against us by a third party for this reason, the supplier shall be obliged to indemnify us against these claims upon first request. We are not entitled to make any agreements with the third party - without the supplier's consent - in particular to conclude a settlement. The supplier's indemnification obligation relates to all expenses necessarily incurred by us from or in connection with the claim by a third party.
13) Return shipments will not be accepted without prior written mutual agreement. Goods accepted shall be stored for the account and at the risk of the customer. As a matter of principle, only our product description shall be deemed agreed as the quality of the goods. Public statements, recommendations or advertising do not constitute a contractual description of the quality of the goods.
14) The trader is obliged to set up and maintain a traceability system for sold or processed profiles coordinated with ttp Papenburg.
15) Insofar as ttp Papenburg grants a functional warranty or guarantee in its documents, this exclusively refers to a functional warranty in the event of cracking, splintering and breakage, as a direct and sole influence of termites, insects or rot fungi. Warranty rights with regard to paints and varnishes are expressly not agreed.
Return of our products can be made only with our permission, stating our invoice number. For the reconditioning of these returns, a cost contribution of at least 33 % of the value of the goods will be charged. Custom-made products are generally excluded from the possibility of return. Compared to our lump-sum claims, the customer is free to prove that we have incurred no loss or a significantly lower loss.
XI. Subject to change
Series-produced goods are generally sold according to sample or illustration. There is only a right to delivery of display items if this has been specifically agreed. We reserve the right to make customary deviations in color, dimensions and grain. All illustrations, dimensions and weights are non-binding, design changes reserved.
XII. Assembly work, ancillary obligations.
1) During installation work, the supplier shall observe our installation guidelines and safety regulations, which we shall make available to him upon request. He is obliged to inform himself exactly about the contents of our installation guidelines and safety regulations.
2) Machines or work equipment must comply with the law of the European Union. The currently valid directives must be observed. If there are special directives for a machine, they must also be observed. Relevant standards of the European Union are to be named in the declaration of conformity. If special standards are not available at present, national regulations are valid.
XIII Application Notes.
All data and information on the suitability and application of the object of performance are non-binding and do not release our contractual partner from the obligation to carry out its own tests and trials. These are indispensable in view of the variety of conceivable uses of a product and because of the particular conditions prevailing at our contractual partner's premises. Even in the case of application-technical support by us, the contractual partner shall bear the risk of the success and the technical/economic usability of his work. Our contractual partner is responsible for the observance of legal and official regulations when using our deliveries and services.
XIV. tools, designs.
1) Tools, sample designs and packaging designs which are produced on the basis of our experience and drawings either by us or by our contractual partners shall become our property even if costs are charged, unless a contractual agreement with a different content has been concluded in individual cases. Insofar as we are obliged to store tools and designs, a storage obligation shall end in any case if our contractual partner does not place any further orders with us within 2 years after the last delivery.
2) The supplier is obliged to use the tools exclusively for the production of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water and theft damage at his own expense. He is also obliged to carry out any necessary maintenance and inspection work in good time at his own expense or to have it carried out professionally. He shall notify us immediately of any malfunctions. If he fails to do so, we expressly reserve the right to claim damages resulting therefrom.
3) For the production of the tools, the Purchaser shall bear proportionate tool costs. The price for the tools does not include the costs for testing or processing devices, as well as any modifications initiated by the Purchaser. These costs will be charged separately. This shall also apply to costs of further sampling than the initial sampling, insofar as the Purchaser is responsible for this. In the event that the Purchaser does not pay these pro rata tool costs or the goods delivered to him or does not pay as agreed, the tools may be used as desired. The tools will be stored and maintained by us. However, we shall not be liable for any damage occurring despite proper handling.
XV. Sale of the profiles under the brand ttp
The dealer undertakes to us to comply exclusively with our specifications when marketing and selling products and other goods and, if necessary, to coordinate these with us. We will provide the dealer with the latest version of these specifications upon request.
XVI. property rights.
1) With the delivery of our products, we do not assume any warranty for use free of property rights. Even if we undertake the delivery according to information, drawings, models or samples which are handed over to us by the contractual partner, the contractual partner shall assume the guarantee that the industrial property rights of third parties are not infringed by the manufacture and delivery of these items. If we are prohibited by a third party from manufacturing and delivering items produced according to information, drawings, models or samples of the contractual partner with reference to an industrial property right, we shall be entitled - without being obliged to examine the legal situation - to discontinue the manufacture and delivery and to demand compensation from the contractual partner for the costs incurred, to the exclusion of all claims for damages by the contractual partner.
2) The contractual partner undertakes to indemnify us immediately against license and damage claims of third parties. For all direct and indirect damages and claims arising from the infringement and assertion of any property rights, the contractual partner shall pay an appropriate advance at our instigation. We have the exclusive right to manufacture all profiles and other products which are manufactured according to designs, drawings and/or tools developed by us. Imitation or manufacture by the contractual partner or third parties is only permitted with our express approval.
3) We reserve the property rights and copyrights to all illustrations, drawings, calculations and other documents. They may not be made accessible to third parties without our express consent. They shall be used exclusively for the performance of the contractually owed services and shall be returned to us upon request - at the latest upon termination of the business relationship without being requested to do so.
XVII Retention of Title.
1) Our deliveries and services shall remain our property until full payment of all claims including all ancillary claims. In the event of any breach of contract by our contractual partner, in particular in the event of default in payment, we shall be entitled to reclaim our deliveries and services. Taking back the goods shall not constitute a withdrawal from the contract unless we have expressly declared this. The seizure of our deliveries and services shall always constitute a withdrawal from the contract. After taking back our deliveries and services, we shall be entitled to sell them. The proceeds of the sale, less reasonable costs of sale, shall be credited.
2) Our contractual partner shall not be entitled to pledge the goods subject to retention of title before final payment, to assign them to third parties as security or to encumber them in any other way with third-party rights. In the event of seizures or other interventions by third parties, our contractual partner shall immediately notify us in writing so that we can file a lawsuit pursuant to § 771 ZPO (German Code of Civil Procedure). 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, our contractual partner shall be liable for the loss incurred by us.
3) Our contractual partner shall be entitled to resell our reserved goods in the ordinary course of business. However, he already now assigns to us all claims in the amount of our final invoice amount including value added tax, which accrue to him from the resale against his customers or third parties, irrespective of whether the items delivered under reservation of title have been resold without or after processing, mixing or other transformation. We accept this assignment. Our contractual partner shall remain authorized to collect its claims against purchasers even after the assignment. Our authority to collect the claim ourselves shall remain unaffected by this.
However, we undertake not to collect the claim as long as our contractual partner meets its 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. However, if one of the above circumstances occurs, we may demand that our contractual partner informs us of the assigned claims and their debtors and provides us with all information required for collection, as well as handing over the associated documents and disclosing the assignment to us to the debtors.
4) Our contractual partner also assigns to us the claims to secure our claims against him which accrue to him against a third party through a connection of our items delivered under reservation of title with a property. We accept this assignment.
5) We shall be obligated to release the securities to which we are entitled upon request of our contractual partner to the extent that the value of the securities exceeds our claims to be secured by more than 20 %. The selection of the securities to be released shall be incumbent upon us.
1) Unless otherwise expressly agreed in writing, payment of invoices by us our customers shall be made within 14 days with 2 % discount.
2) Payment of invoices by us shall be made within 14 days with 3 % discount, within 30 days with 2 % discount or within 60 days strictly net, whereby the invoice data of a decade shall be summarized and referred to the last day of the decade (decade settlement), unless otherwise expressly agreed in writing.
1) Insofar as payment by installments has been granted as agreed, the installment discount shall be forfeited if our contractual partner is in arrears with an installment in whole or in part for more than one week, or if a bill of exchange or check is not honored. If a bill of exchange is protested or a check is not honored, all other bills of exchange and checks of this contractual partner shall also become due for immediate encashment and payment.
2) Bills of exchange and checks shall only be accepted on account of performance without any guarantee for protest as well as only upon agreement and under the condition of discountability. Discount charges shall be borne by our contractual partner from the day our invoice claim becomes due.
3) The basis of our conclusion of contract is the creditworthiness of our contractual partner. If reasons become known which give rise to justified doubts as to compliance with contractual payment obligations, e.g. if insolvency proceedings are applied for or opened or if over-indebtedness, insolvency or discontinuation has occurred or is imminent, we shall be entitled to withhold deliveries not yet made until adequate security has been provided and/or to withdraw from the contract if no suitable security is provided within a reasonable period of time.
XX. Rights of set-off and retention.
We shall be entitled to rights of set-off and retention to the extent provided by law. Apart from that, set-offs may only be declared and rights of retention may only be exercised with counterclaims that are legally established, undisputed or recognized by us.
XXI Collection Authorization.
Collection authorization for us requires that our written power of attorney and our receipt are presented. Our contractual partner is obliged to ascertain with regard to a collection authorization.
XXII Data protection
1) The required personal data of the contractual partner will be collected, processed and used for the handling of the business relationship at ttp Papenburg. The legal basis for this is Art. 6 para.1 lit. b (contract performance) DS-GVO, as well as Art. 6 para. 1 lit. f (our legitimate interests) DS-GVO or Art. 6 para.1 lit. a (consent) DS-GVO.
2) All data processing operations are carried out in compliance with the Data Protection Regulation DS-GVO. Through certain technical and organizational measures, we secure the data of the contractual partner stored by us against loss, access or manipulation by unauthorized persons. If the contractual partner exercises its right to delete data, all data that is not expressly required to be retained by law will be deleted immediately. ttp Papenburg will inform immediately about the measures taken.
3) The address and contact data of the contractual partner may be passed on to the transport service provider commissioned with the delivery, insofar as this is absolutely necessary for the delivery. In any case, only the absolutely necessary data will be transmitted (data minimization).
4) Detailed information on the subject of data protection and on the rights of those affected can be found in the data protection information on our homepage at https://www.ttp-kunststoffprofile.de/datenschutz to be taken.
5) You can reach our data protection officer at firstname.lastname@example.org or at the following postal address: ttp Papenburg GmbH, Am Deverhafen 4, 26871 Papenburg, Germany
XXIII Place of performance, place of jurisdiction, applicable law.
1) The place of performance for all obligations incumbent upon us is the location of our registered office, unless otherwise agreed in writing in individual cases.
2) The place of jurisdiction for all types of disputes with contractual partners who are registered traders, legal entities under public law or special funds under public law shall be the court responsible for our registered office. However, we reserve the right to take legal action at the place of business or residence of our contractual partner.
3) The legal relationship with our contractual partner shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the Uniform Law on the International Sale of Goods and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
XXIV Severability Clause.
Should any of these provisions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to the economic meaning of the invalid or unenforceable provision.