General Conditions for Sales and Supply of LEIS Polytechnik - polymere Werkstoffe GmbH
  1. Application
  1. We supply only on the basis of the following conditions. In the case of ongoing business relationships, these
    conditions are also valid for future business, whereby reference is not expressly made to them, provided that
    the customer has been made aware of them when an order has previously been carried out by us.
  2. Any purchasing conditions of the customer, which are contrary to this, are only binding on us if they have
    our written acknowledgment.
  3. The only valid law is that of the German Federal Republic.
  4. The place where the contract is to be fulfilled and the court of jurisdiction is our place of business.
  5. Should one of the following conditions be or become ineffective, then the remaining conditions shall remain
    unaffected by this. An ineffective condition must be replaced by another condition which comes as close as
    possible to the commercial intent of these conditions.
  1. Offers, Orders, Transport, Delivery
  1. Our offers price are subject to change in terms of price, quantity, delivery time and availability, as long as
    they have not been specified as binding offers.
  2. We are entitled to make partial deliveries where appropriate. Any partial deliveries are considered to be a
    special business transaction with regard to the issuing of invoices and payment (see No. VII).
  3. Unless otherwise agreed, we select the packaging, method and route of despatch at our best discretion.
  4. On leaving the supplier's premises the risk is transferred to the customer even where delivery is carriage
    free. In the case of delays to despatch which are the customer's responsibility, risk is transferred on
    notification of readiness to despatch.
  1. Retention of title
  1. All goods delivered by us remain our property (goods subject to reservation of title) until full settlement
    of all our claims for payment, including future claims, on whatever legal grounds, even when the sales price
    for specially designated claims has been paid. In cases of ongoing payments the retained property acts as
    security for our claim for the outstanding balance.
    On presentation of cheques the retention of title may expire only after full and irrevocable payment by the
    customer.
  2. Development or processing work by the purchaser take place without acquisition of ownership according to
    § 950 BGB on our behalf; according to the net invoice value of our goods compared to the net invoice value
    of the developed or processed goods, we shall become co-owners of the resulting object, which, as goods
    subject to reservation of title, will serve as security for our claims according to Section 1.
    In the case of processing work on other goods not belonging to us, the regulations in §§ 947, 948 BGB are
    valid, with the consequence that our share of co-ownership of the new object henceforth becomes valid as
    goods subject to reservation of title within the meaning of this condition.
  3. The resale of goods subject to reservation of title is only permitted to the purchaser in the normal course of
    business on the condition that he also agrees with his customer to retention of title according to Sections 1
    and 2. The purchaser is not entitled to other methods of disposal of the goods subject to reservation of title,
    in particular the pledging of the goods as collateral and the transfer of security.
  4. In the case of resale, and until all our claims on him are fulfilled, the purchaser shall immediately transfer to
    us payment arising from the resale of the goods and other claims for payment against his customers together
    with all ancillary rights. To the extent that we have become co-owners according to Section 2, the transfer
    shall be to the value of the share of our co-ownership. At our request, the purchaser is obliged to provide us
    with all information and to give us all documentation necessary for the assertion of our rights against the
    purchaser's customers.
  5. If, in accordance with the above provisions, we make use of our right to the retention of title by repossessing
    the goods subject to reservation of title, we are entitled to sell the goods ourselves or have them auctioned.
    The repossession of the goods subject to reservation of title shall be made according to the proceeds
    generated, however not in excess of the agreed delivery prices. The right to make further claims for damage,
    in particular for loss of profit, remains unaffected.
  1. Guarantee
  1. If weight differences, damages, loss of stock etc are discovered on delivery or provision of the goods, a
    written record of these must be made on the delivery documents in the presence of the truck driver.
    In the case of delivery by rail, a record of the facts must be arranged.
  2. The purchaser must check the goods within 8 days of receipt of the goods or the transfer to himself of the
    right to dispose of the goods, if necessary by random checks. Obvious defects are to be reported in writing
    within 14 days. The period starts on the day of the customer's receipt of the goods. Hidden defects are to be
    reported immediately in writing on discovery, and at the latest 14 days after this. The determining factor is
    in each case our receipt of the written report. § 377 HGB remains unaffected.
  3. The customer is obliged to accept delivery and to store the goods according to regulations for the period of
    the guarantee, without charging costs for this. If the customer does not give us the opportunity to see the
    faults ourselves, and in particular if he does not immediately put at our disposal the rejected goods or
    samples of these, all guarantee claims for faults are cancelled. In the case of justified complaints we are only
    obliged to make repairs or replacements - according to normal business procedures of our choice - without
    compensation. If, despite repeated efforts, the repairs fail, the customer may claim a reduction in price or
    withdraw from the contract. In the case of minor faults the purchaser has no right to withdraw. Faults to one
    part of the delivered goods do not entitle the purchaser to reject the whole delivery. In addition to this,
    liability is excluded for faults which do not affect or affect only to an insignificant degree value or fitness for
    use. Excess or short deliveries up to 10% of the quantity ordered cannot be rejected. Trade customers shall
    bear the transport costs for the carrying out of repairs.
  4. Additional claims - on whatever legal grounds - are excluded. Nevertheless, if we should be liable to damages
    on contractual or legal grounds, we shall be liable only in so far as our management personnel or agents can
    be charged with intent and gross negligence.
  5. The exemption from liability in previous sections is not valid, when the cause of loss is based on intent and
    gross negligence.
  6. If the customer is a tradesman, all claims under guarantee expire one year after transfer of risk.
  1. Warranty, Information and Advice
    Our information and advice on technical applications both written and pictorial are provided to the best of
    our knowledge - also in respect to any third parties' rights of protection - and do not absolve our purchasers
    from performing their own tests on our goods for their suitability for the intended processes and purposes.
    In this respect we are only liable if gross negligence or intent can be shown by us, our employees or our
    agents. The advice on technical specifications and descriptions in the catalogue form part of the description
    of our services. Warranties for particular features of the delivery item should be written into the confirmation
    of the order.
  1. General limitations to liability
    For compensation claims, on whatever legal grounds, especially on the grounds of delay, inability to perform,
    intentional infringement of payment, default in payment on conclusion of the contract, unlawful trading, we
    are only liable to the extent that we and our management personnel may be charged with intent or gross
    negligence. The exclusion from liability for negligent behaviour also extends to our employees.
  1. Payment
  1. Payment of our invoices is due within 30 days of the invoice date and can be made in cash or by transfer to
    one of our bank accounts.
  2. Should the customer fall into arrears with payments due, then interest on the arrears will be in the amount
    that we have to pay our bank for credit taken out, at least 8% above the base rate according to §247 BGB
    unless the customer can prove costs incurred are lower. We reserve the right to proove that costs incurred
    are higher.
  3. We reserve the right to reject cheques or bills of exchange. Cheques and rediscountable bills of exchange are
    accepted only as full payment, all associated costs are chargeable to the customer.
  4. Non-compliance with the conditions of payment or circumstances which cast doubt on the creditworthiness
    of the customer will result in the immediate claim for settlement of all our invoices. Furthermore we are
    entitled to demand payment in advance for outstanding deliveries as well as to withdraw from the contract
    after a reasonable period of extension or to demand compensation for non-fulfilment, and further to forbid
    the customer from disposing of the goods and to reclaim as yet unpaid for goods at the cost of the customer.
  5. We are entitled to convey our requirements against the customer to a third party.
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