General Sales Terms and Delivery Conditions of thealuplast GmbH

1 Application
Our General Terms and Conditions of Business (GTCBs) exclusively govern all deliveries, services (hereinafter referred to as "Products") and offers. These GTCBs form part of all contracts; they apply even if not specifically referenced.
Our GTCBs only apply to companies ["Unternehmer"] (German Civil Code [BGB] § 14, § 310). Our GTCBs apply exclusively. The customer's terms and conditions of business do not apply, even if we do not object to them separately. They do not become part of the contract even if the order is accepted or filled without reservation.

2 Formation of contract
Unless otherwise agreed, our offers are subject to change without notice. They are based on information provided by the customer, without knowledge of the customer's circumstances. The customer bears the risk that the Products offered on this basis may not correspond to the customer's needs. We can accept the customer's offers within 15 business days.
The order confirmation or, if the order is filled immediately, the delivery note exclusively govern the scope and subject-matter of the delivery. If they contain changes to the customer's purchase order, the customer is deemed to have consented to them if it unconditionally accepts the Product and does not object in writing within a reasonable period of time.
References to technical standards are intended for purposes of the work description, and are not guarantees of characteristics. Illustrations or information (weights, dimensions, values in use, allowable load, tolerances, drawings, technical data, etc.) are approximate by nature, unless exact conformity is necessary for the products to be used for the contracted purpose.
We only uphold contractual guarantees that we have explicitly extended in writing. Any obvious mistakes or printing, spelling, arithmetical or costing errors are not binding and do not constitute grounds for any claims.
If the customer changes or expands the order after the order has been confirmed, we are entitled to adjust prices and extend delivery deadlines.
Any documentation that we may maintain for certain Products is available to the customer as a free download on our homepage, www.aluplast.de. We can give printed versions of this documentation to the customer for a fee if ordered. The same applies to additional copies of user instructions, catalog pages, etc.

3 Prices/payment
Unless otherwise agreed, the prices from our price list in effect on the delivery date apply.
Unless otherwise agreed, the prices are ex works and do not include value-added tax or additional services such as packaging, loading, freight charges, unloading, transport insurance, assembly, customs, installation, implementation, introduction, training, maintenance, out-of-pocket expenses, travel costs, and other expenditures.
Unless otherwise agreed, invoices are due immediately, net and without discounts. In case of foreign transactions, deliveries can only be made following advance payment in cash or the provision of a confirmed, 100% irrevocable letter of credit. The agreed prompt payment discount will be deducted from the net invoice amount after rebates, shipping costs and other expenses. Payment is always deemed to be made when our account is credited.
A default in payment automatically voids any rebates, prompt payment discounts and other concessions.
We can demand advance payment and/or exercise a right of retention over further performance in cases of default and reasonable doubt as to the customer's ability to perform. This also applies if our trade credit insurer refuses to insure the customer's receivable.
The customer may only exercise a right of retention or set-off if its claims against us are undisputed or upheld by final and absolute judgment.

4 Delivery/passage of risk
Partial, excess, short or early deliveries are allowed as long as they are not unreasonable.
Delivery times are approximate, unless we have expressly agreed to a fixed delivery time. Delivery times begin upon receipt of the order confirmation but no sooner than after all commercial and technical questions have been resolved and the customer has fulfilled its obligations of cooperation or advance performance that are due, except when we are at fault for the delay.
The delivery deadline is deemed to be met if the Products leave the plant, or the ready-to-ship notice has been given, by the deadline.
The customer may only withdraw from the contract after the expiration of a nonbinding delivery deadline if it first grants a grace period of at least 30 days with a threat to refuse performance.
Compliance with the delivery deadline is subject to timely delivery by our own suppliers; we will provide notification of delays.
We are not liable for impairments of performance relating to our suppliers' obligations except when we are at fault for the impairments of performance. Any claims for damages against our suppliers will be assigned to the customer. The customer may withdraw from the contract if it can no longer be reasonably expected to accept the delivery as a result. We will ship at the customer’s risk and expense without guaranteeing that the cheapest method will be used. The customer also bears the risk if we ship with our own vehicles or agree to render delivery with freight prepaid. We will insure the products and/or shipping at the customer's expense if so instructed in advance by the customer.
If the shipment is delayed due to circumstances beyond our control, risk will pass to the customer on the date that the ready-to-ship notice is issued.
The products must be unloaded immediately upon arriving at the customer's premises. If unloading is delayed by more than two hours, the customer will bear the costs for the time that the transport vehicle is parked (standing time). If the products are exported and cleared through customs, the customer will bear the costs for any standing time of more than 48 hours, or 24 hours without customs clearance.

5 Ownership of pallets
Pallets are our property. They must be returned immediately upon receipt.
6 Retention of title The customer will grant us the following security until all the claims (including any and all outstanding balances on running accounts) that the customer owes to us now or in the future for any legal reason whatsoever have been settled; we will release the security at our option on request insofar as its value exceeds the secured claims by more than 20 %:
We reserve title to the Products until all payments owed under the business relationship have been received.
We reserve all rights – including, but not limited to, copyrights and ownership rights – in and to all specimens, tools, specifications, models, plans, data, drawings, tangible and intangible information, and similar items provided to the customer in electronic or any other form. They may not be copied or released to third parties.
The following applies while we retain title:
Products are always processed or converted for us as the manufacturer, without us incurring any obligation thereby. If our (co-)ownership ceases to exist due to combination, the parties agree hereby that we shall acquire (co-)ownership in the unitary item proportionate to the value of our Products (invoiced value). The customer shall hold our (co-owned) property in safe custody free of charge. 

• The customer shall keep the Products in good condition. The customer shall insure the Products for our benefit at its expense against theft, breakage, fire, water and other perils to the extent that the customer can be reasonably expected to do so. Proof of insurance must be presented on request.
• The customer has a revocable right to sell and process the Products in the ordinary course of business, provided the customer is not in default. The Products may not be pledged or assigned as security.
• The customer now hereby assigns to us as security all claims arising from the resale of the Products, in lieu of the Products, or otherwise in respect of the Products (e.g. insurance, tort), including all ancillary rights, regardless of whether or not the Products are processed before they are resold. We hereby accept the assignment.
• The customer has a revocable right to collect claims assigned to us in its own name and for our account. Our right to collect the claims ourselves remains unaffected thereby. We have the right of disclosure.
• If third parties attempt to attach the Products, including, but not limited to, by means of enforcement measures, the customer will inform the third party of our ownership interest and notify us forthwith. The customer will reimburse us for the costs of our intervention if we cannot recover the costs from third parties.
• If the customer installs the Products as a significant component of a third party's piece of land, the customer now hereby assigns to us the proportionate value of its claim to compensation against that third party, or against such other party as may be concerned. We hereby accept the assignment. In case of the resale of a piece of land of which the Products have become a significant component, the customer hereby assigns the receivables arising from such resale to us as security. We hereby accept the assignment. If the customer is entitled to a security mortgage under German Civil Code [BGB] § 648, this entitlement shall be transferred to us in the indicated amount. If the Products become a significant component of a piece of land, we may, at our fair discretion, demand security in the form of a charge on this land in the amount of the outstanding claim.
  We may withdraw from the contract and require the customer to immediately restore the Products to us or, if applicable, assign its rights of restoration against third parties if the customer breaches the contract by, without limitation, defaulting on payments or filing for bankruptcy (enforcement event). The customer has no right of retention in this case. This is without prejudice to claims for damages, including claims for compensation of lost profits. We can satisfy the debt owed by selling the repossessed goods by private contract.
  

7 Defects
Damages sustained in transit must be documented vis-à-vis the carrier. Any resale, installation or any other use of allegedly defective Products is deemed approval of the Products, indicating performance as contracted, and to that extent precludes the possibility of claims for defects.
By negotiating about notices of defects, we do not waive the defense that the notices were late, unsubstantiated or otherwise insufficient. Damage reduction measures do not constitute an acknowledgement of defects.
We extend no guarantee that any special regulations that apply to the customer's business or to imports and exports are complied with or that the necessary permits and approvals have been obtained. The Products may only be used in the country for which they have been ordered. The customer bears the responsibility and liability for any re-export. The duty to accept delivery is not affected by adverse regulations or the absence of permits and approvals.
We are entitled to deviate from the stipulated scope or quality standards due to irregularities in materials, or to adapt our performance to technical progress in terms of construction, design, dimensions, or color within the customary industry tolerances, provided (a) this does not restrict the usability of our Products for the contracted purpose, (b) no contractual guarantee exists, and (c) the customer can be reasonably expected to accept the adaptation(s) and/or deviation(s).
The customer must give us the requisite time and opportunity to – at our option – perform a repair or provide a replacement that we deem necessary; otherwise, we are exempted from all liability for the resultant consequences.
We assume the expenses necessary to cure the defect to the extent they have not been increased by the transportation of the Products to a location other than the place of performance.
The customer is liable for any unjustified demand to cure defects if the defect's cause lies within the customer's area of responsibility and it acted at least negligently in failing to recognize this fact. We will bill the customer for any expenses which we are not required to pay under our liability for defects.
The customer may withdraw from the contract if we fail to repair or replace a Product with a defect as to quality within a grace period of at least 30 days that has been extended to us. The right to reduction is excluded in all cases, unless the defect is insignificant, the defect was concealed with the intent to deceive, or the defect relates to a contractual guarantee as to certain characteristics.
We do not extend any warranties in the event of inappropriate or improper use, improper assembly or placement into service by the customer or third parties, failure to follow the manufacturer’s processing guidelines, natural wear and tear, improper or negligent handling or storage, improper maintenance or care, inappropriate supplies, chemical, electrochemical, electrical or environmental influences, unless we are at fault for such cases.
This also applies to materials that do not conform to the original specifications unless the defect is not caused thereby.
The customer may only recover from us as set forth in German Civil Code [BGB] § 478 to the extent the customer's agreements with the consumer do not go beyond the statutory claims for defects.
Unless otherwise agreed, claims for defects will become time-barred within one year of the handover/shipment date, unless the law prescribes longer periods under German Civil Code [BGB] § 438 (1) (2) (construction and construction materials), the defect was concealed with intent to deceive or relates to a contractual guarantee.

8 Liability
If we, our agents, servants or delegatees commit a culpable breach of duty, we are liable for damages due to any injury resulting therefrom to life, limb or health as per the statutory provisions.
The following applies to all other damages inflicted by us, our agents, servants or delegatees:

• In the case of damages due to a willful or grossly negligent breach of duty, we are liable as per the statutory provisions.
• In the case of damages due to a slightly negligent breach of material contractual duties, we are only liable for the foreseeable damages which are typical for the contract.
• In the case of a grossly negligent breach of an immaterial contractual duty, we are only liable for the foreseeable damages which are typical for the contract.
• In the case of damages due to a slightly negligent breach of an immaterial contractual duty, we are not liable for damages.
• Material contractual duties are duties (a) whose satisfaction is essential to the proper performance of the contract and (b) upon whose satisfaction the customer may reasonably rely.
• 
  The liability disclaimer and limitation do not affect the customer's statutory rights to withdraw from the contract.
  The liability disclaimer and limitation apply to contractual, precontractual, quasi-contractual and tortious causes of action, but not to claims under the German Product Liability Act [Produkthaftungsgesetz] or if we have concealed a defect with intent to deceive, extended a contractual guarantee, or if damages are covered under our commercial general liability insurance.
  The customer will maintain its own insurance in the scope customary for the customer’s industry (e.g. business interruption insurance).