PLATEC Kunststofftechnik GmbH
1.1
These Terms and Conditions of Purchase shall apply in preference to and supersede
any Terms and Conditions referred to, offered, or relied on by the Supplier
at any stage in the dealings between the Supplier and PLATEC Kunststofftechnik
GmbH – hereinafter referred to as the Buyer. The Buyer will not be bound
by any other diverging or conflicting terms and conditions of Supplier unless
the Buyer expressly acknowledges in writing that such terms and conditions
are required to apply. These Contract Conditions of Purchase shall apply even
if the Buyer, being aware that Supplier's terms and conditions are in conflict
with or divergent from these Contract Conditions of Purchase, accepts Supplier's
delivery without reservation.
1.2
Any variation in, modification from, or supplement to these Contract Conditions
of Purchase shall be made in writing.
1.3
These Terms and Conditions of Purchase shall also apply to any and all future
dealings with the Supplier.
2.1
Any purchase order, contract acceptance, modification thereof or supplement
thereto shall be made in writing. They may be made by means of electronic
data transfer or machine-readable storage media. The Buyer shall not be bound
by any oral or supplementary agreement made prior to, during, or after entering
into a contract unless the Buyer acknowledges such oral or supplementary agreement
in writing.
2.2
The Supplier agrees to declare acceptance of a purchase order within two
(2) weeks. If the Supplier fails to declare acceptance of a purchase order
within this time limit, the Buyer may terminate this purchase order.
2.3
The Buyer shall have the right, from time to time during the execution of
a purchase order, by amendment to the order, to request variations in the
design or workmanship of the goods to be delivered to the extent that the
Supplier may reasonably be expected to carry out such variations. If any such
change causes an increase or decrease in the cost of, or the time
required for, the Supplier's performance, an equitable adjustment shall be
made in the contract price or delivery schedule, or both, by mutual agreement
2.4
All tender documents, including, without being limited to, drawings, calculations
and illustrations generated, prepared, or assembled jointly with the Buyer
are the exclusive property of the Buyer. They may not, without the Buyer’s
express written approval, be conveyed by the Supplier in any way to a third
party.
2.5
The Supplier shall advise the Buyer of any potential defects already when
submitting the tender, including, without being limited to, defects in workmanship
according to the state of science and the state of the art, conformity with
environmental legislation, and technical usefulness.
2.6
The Supplier shall not sub-contract any purchase order received from the
Buyer without the prior written consent of the Buyer.
3.1
The agreed dates or periods of delivery shall be binding. The relevant date
for determining compliance with the delivery dates or deadlines shall be the
date of receipt of the goods against the order at the Buyer's location or
any other delivery address as stated by the Buyer.
3.2
If the Supplier should encounter conditions impeding timely delivery of the
goods, the Supplier shall promptly notify the Buyer in writing of the fact
of the delay. The Supplier shall, at its own expense, make every effort to
meet the agreed delivery deadlines.
3.3
A delay by the Supplier shall render the Supplier liable to pay the Buyer
compensation for default. The Buyer shall have the right to deduct from the
contract price, as liquidated damages, a sum equivalent to 1% of the contract
price for each full week of delay up to a maximum deduction of 5 % of the
contract price. The Supplier shall have the option of proving that its default
did not cause any damage or considerably less damage than the amount of liquidated
damages as specified hereinabove. This shall apply without prejudice to any
other statutory remedy the Buyer may have, including, without being limited
to, the Buyer's right to terminate the contract or to claim damages for failure
to perform.
3.4
Acceptance without reservation of any delayed delivery shall not be interpreted
as a waiver of the aforementioned claims of the Buyer.
4.1
Unless otherwise agreed, the Supplier shall pack the goods to be delivered
to afford the protection required under normal transport requirements and
according to normal trade practice. Unless specified by the Buyer, all packing
used shall be made of environmentally compatible materials for easy recycling.
At the Buyer's request, the Supplier shall, at no cost to the Buyer, collect
packaging at the Buyer's location.
4.2
If delivery is to be made to any other point than the Buyer's location, the
Supplier shall send the Buyer a despatch note.
4.3
The Supplier shall be liable for any loss or damage during shipping.
4.4
Unless otherwise agreed in writing, delivery shall be free domicile.
4.5
The Supplier shall state the order information as specified by the Buyer
on all shipping documents.
5.1
The Buyer should promptly notify the Supplier of any defects of goods as
soon as such defects can be discovered under the circumstances of a proper
conduct of business.
5.2
The Supplier agrees to waive its defence of Buyer's delay in lodging a complaint
in respect of a defect of goods.
6.1
The Supplier warrants to the Buyer that the goods supplied are in conformity
with the Buyer's technical specifications, the latest state of the art, the
generally accepted engineering standards, and the relevant safety regulations.
No changes in the manufacture of the goods shall be made without the Buyer's
prior written consent. Any technical data or test or inspection requirements
specified by the Buyer shall not release the Supplier from its liability that
the goods delivered are without defects, in conformity with the purchase contract
and fit for the intended use.
6.2
The Supplier shall continuously inspect the quality of the goods delivered
under a purchase contract and advise the Buyer of possible quality improvements,
if any.
6.3
The procedure and scope of quality inspections shall be agreed upon by the
contracting parties. The Buyer shall have the right to demand at any time
that the Supplier apply inspection methods that are common in the industry
and specific to the product.
6.4
The Supplier shall retain quality inspection documents for no less than ten
(10) years and present them for inspection at the Buyer's request.
6.5
The products delivered shall be in conformity with the relevant standards
and directives, including, without being limited to, the Directives of the
European Community. The Supplier shall be liable for any delays caused by
missing or incorrect attestations of conformity.
7.1
All invoices shall be sent to the Buyer in duplicate indicating the order
number and the order date.
7.2
Subject to delivery in accordance with the contract and unless otherwise
agreed upon, payment shall be made no later than fourteen (14) days of receipt
of invoice with a 3% discount, or net no later than thirty (30) days of receipt
of invoice.
8.1
The Supplier warrants to the Buyer that all goods supplied shall be free
from defects, including, without being limited to, defects in the quality
as agreed upon, are fit for the intended use, are in conformity with the state
of the art in respect of technical properties, quality, and workmanship, and
conform to the data specified by the Supplier in respect of material, performance,
or efficiency.
8.2
The Supplier warrants to the Buyer that the goods supplied are in conformity
with the statutory provisions, the relevant guidelines, directives and standards,
and that the contractual use of the goods supplied shall not cause the Buyer
to infringe any Trade Mark, or Copyright.
9.1
To the extent that the Supplier is liable to repair or replace supplied goods,
the Supplier shall also bear the cost involved in any such repair or replacement,
including, without being limited to, the cost of transport, labour, and material.
This shall apply even if payment of such cost has been advanced by the Buyer.
Furthermore, the Supplier shall pay the necessary cost of discovering a defect
and identifying its cause and the Supplier shall compensate the Buyer for
any damage sustained through the repair of supplied goods as well as any damage
to any other property of the Buyer sustained through any such repair.
9.2
The cost of repair or replacement shall include, without being limited to,
the cost of packaging, freight, dismantling and installation. The Supplier
shall pay the Buyer a reasonable compensation for the Buyer's time spent on
repairing or replacing supplied goods.
9.3
In the event of a frequent occurrence of damage due to the same cause (recurrent
damage), the Supplier shall supply the Buyer as quickly as possible with faultless
parts in replacement of the batch or for general repair and replacement purposes.
The Supplier shall be liable for any and all measures required to prevent
damage, including, without being limited to, the preventive exchange of parts,
if any such exchange of parts is due to defects of the goods manufactured
or supplied by the Supplier. In this case, the Supplier shall pay any and
all costs and expenses, including, without being limited to, the cost of a
recall.
9.4
This warranty shall remain valid for 24 months after the goods have been
delivered to the Buyer. In the case of replaced or repaired goods, the warranty
shall be renewed under the same terms and conditions as those applicable to
the original goods. If in the case of recurrent damage a defect is first discovered
within the warranty period, any subsequent case of recurrent damage shall
be deemed to have occurred within the warranty period, and any notice given
or any legally significant act performed in respect of the first occurrence
of the damage shall be deemed to have been given or performed also in respect
of all occurrences of recurrent damage.
9.5
Unless otherwise provided in the above warranty clause, the statutory provisions
shall apply.
10.1
The Supplier shall indemnify the Buyer against any and all third party claims,
including third party claims based on liability regardless of the Buyer's
fault, if the damage giving rise to any such claim was caused by a product
supplied by the Supplier. This also shall apply if and to the extent that
the Supplier is liable for fault directly to a third party.
10.2
In case of a contributory fault on the Buyer's part, the Buyer and the Seller
shall share liability for the damage in accordance with their respective contribution.
10.3
The Supplier shall procure and maintain product liability insurance with
sufficient coverage.
11.1
The Supplier shall be liable for all third party claims of infringement of
industrial property rights arising from use of the supplied goods in accordance
with the contract. The Supplier shall indemnify the Buyer and the Buyer's
customers against all claims arising from the use of any such industrial property
rights.
11.2
The Buyer shall have exclusive ownership of any drawing, sample, or any other
document prepared by the Seller for the Buyer.
11.3
If the goods supplied include software, the Buyer shall have an indefinite
right of use of such software to the extent required for the use of the goods
in accordance with the contract. In the case of the Supplier's insolvency
or protracted inability to effect performance under the contract, the Buyer
shall have the right to demand access to the source code in order to safeguard
same.
12.1
The Supplier shall treat and keep as confidential any information obtained
from the Buyer in the course of their business relationship.
12.2
The Supplier shall not disclose or convey in any way any drawing, model,
or other document to any unauthorized third party.
12.3
This obligation of confidentiality shall survive the termination of the supply
agreement.
13.1
The Buyer shall retain title to materials or tools supplied by the Buyer
in any case, even if such materials or tools are modified by the Supplier.
The Supplier shall maintain such materials or tools in good order and condition.
Tools supplied by the Buyer shall not be conveyed to any third party without
the Buyer's prior written consent.
13.2
The Buyer shall retain title to any drawing, model, contract specifications,
tender document, or other document which the Buyer conveyed to the Supplier.
Such items shall not be used for any other than the intended purpose without
the Buyer's express consent.
13.3
The Supplier shall use the tools supplied by the Buyer or the Supplier's
own tools made for the manufacture of the Buyer's products for no other purpose
than the manufacture of the goods ordered by the Buyer.
14.1
The Supplier shall clearly mark the supplied goods in accordance with the
Buyer's instructions.
14.2
The Supplier shall ensure that spare parts are available for a period of
ten (10) years from the last date of delivery.
14.3
The Supplier shall not mention its business relationship with the Buyer in
any advertising material without the Buyer's prior consent in writing.
15.1
The place of performance for all obligations arising from a contract shall
be the place of the Buyer's registered office. Any dispute arising between
the Buyer and the Supplier in connection with a contract shall be subject
to the jurisdictions of the courts of the place where the Buyer has its registered
office.
15.2
The contract shall be governed by and construed in accordance with German
law. The UN Convention on Contracts for the International Sale of Goods (CISG)
shall be excluded.
15.3
If any provision of these General Contract Conditions of Sales or of any
other agreement be deemed invalid, the validity of the other provisions of
the contract shall not be affected thereby. The parties to the contract shall
replace any invalid provision by a provision which comes closest to the commercial
essence and purpose of the desired provision.
15.4
This is a translation of PLATEC’s German General Terms and Conditions
provided for the convenience of PLATEC’s suppliers. In case of any discrepancies
between the German version of the General Terms and Conditions and this English
version the German version shall prevail.
Telefon +49 6443 8331022
info@platec-kunststofftechnik.de
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