General Terms and Conditions of GERMAAT Polymer GmbH
1. Scope

The following terms and conditions are part of every contract concluded between us and the customers or suppliers. Purchasing conditions of our customers or sales terms and conditions of our suppliers commit ourselves only if they have been approved in writing by us.

2. Offers, Prices

Our offers are subject to change with regard to the prices, quantity, delivery time and availability. Orders and verbal agreements must be in writing and refer only to the single process, for which they were taken.
Price quotes and invoices to domestic buyers are subject to statutory value-added tax at the prevailing rate. The specified prices exclude transport, packing, customs duties and other taxes. If we reduce our prices generally or increase during the period between order confirmation and delivery, the new price on the day of delivery will be charged. In the case of a price increase, the buyer shall be entitled within 3 days after notification of the price increase, to refuse the new price.
All refunds on duties paid by us are ours. The purchaser shall provide us with the necessary documents immediately.
We can then immediately terminate the contract or withdraw from it. We are entitled to all refunds on taxes paid by us. The buyer has to provide us with the required documents immediately. After purchase and shipment, taxes and other public charges at the expense of the buyer. A minimum amount is based on the included freight costs, any cargo differences by the buyer cannot alter the agreed amount. Interim changes of currency parities as well as monetary exchange and bank charges also shall be borne by the buyer.

3. Deliveries

Delivery from our warehouse. The goods should be sent freight prepaid and lack special instructions, so the route and mode of transport and packaging are our choice. Shipping in Germany is up to the point of destination of the nearest railway cargo station.
Goods are delivered in temporary containers which are to be returned empty by latest 30 days after delivery. The buyer is liable for damages to the containers. Should the delivery or carriage be in containers provided by the buyer, these must arrive in time to allocate correct charges and costs to the delivery place indicated by us in perfect and legally prescribed condition.
The buyer is this committed before their filling on suitability, condition, cleanliness to check capacity and others. Delayed delivery due to incorrect or late provision, such goods as well as storage containers and means of transport with us at the expense and risk of the purchaser store. In this case, the indicator of readiness for delivery is just shipping. Delivery date is considered to be the date of shipment. Are required documents of the purchaser, the delivery dates will move until the necessary documents have been made available. All agreed delivery deadlines are subject to correct and timely self-delivery. Claims for damages due to delayed delivery are not acceptable. If delivery date agreed is "immediately", so the delivery is underlying a delay of 14 days, while the day the contract was signed does not counts towards it. We are entitled to partial deliveries. Any partial deliveries are considered to be a special transaction with regard to accounting and payment.
For reasons of recipe technology, we reserve the right to make minor or additional deliveries of up to 10%.
Contracts with agreed partial deliveries (call-off orders) oblige the buyer to accept the partial deliveries in approximately equal monthly rates, unless otherwise agreed. Fire, strikes, locks, official orders and other cases of force majeure, which affect or prevent the production or the dispatch, free us for the duration and extent of the disturbance from the Obligation of delivery. In the event of a delay in acceptance by the buyer, the seller is entitled to withdraw from the contract after an unsuccessful expiry of a period of 7 days. Our claim for damages is 25% of the selling price as well as the usual storage costs, unless we show a higher or the customer shows a lower damage. We are entitled, but only with explicit and written instructions, to insure deliveries at the expense of the buyer.

4. Transfer of Risk

The risk of accidental loss and accidental damage passes to the buyer on the transfer of the goods to the buyer’s carrier, even when carriage is prepaid. When the buyer delays the dispatch, the risk passes to the buyer on the notification of readiness for dispatch to them.
If a specific shipping method and/or shipping route is being specified by the buyer, the buyer will bear the additional costs incurred as a result even if the goods are offered free delivered.
Weight and quantity variances, which are through no fault of us or by the buyer, will be determined by the haulage company or by other means of detection by the haulier.

5. Payment

The payment is immediately after receipt of the invoice without deduction within 14 days, in euro, provided that no other payment term has been expressly named or confirmed by us in writing. Adopting another currency is subject to special agreement. It is agreed the payment period shall begin from the date of the invoice. Payments are to be made punctually for the full amount on the due date, to the account specified by us. In the case of late payment, we are entitled to charge interest at a rate of 5% points above the base interest rate pursuant to § 1 of the discount rate transitional law, but at least 8% per anno, as well as to calculate administration charges in the amount of 10 euro per reminder. The making of the application a higher damage remains unaffected. Bills of Exchange and cheques shall only be accepted after prior written agreement by us. Discount and bill charges are payable by the purchaser. In addition, delayed payment causes the maturity of all the Parties open invoices and receivables of the seller. Doubts on the solvency of the buyer as well as launch customer, we are entitled to demand collateral or advance payment or to withdraw from the contract. If the buyer does not fulfil his payment obligations despite warnings, we can stop any further delivery to the buyer.
Set-off rights are entitled to the buyer only if his counterclaims are legally established,undisputed and recognised by us.

6. Warranty, Liability

The buyer's warranty rights require that they duly meet their (and others) obligations of investigation as to the condition, the amount and the suitability of the goods and immediately, at the latest within one week after receipt of the delivery, reports any defects in writing with return of a sample quantity.
Defects that can not be discovered during this period, even if carefully inspected, are to be communicated to us within one week after discovery while being required to return a sample quantity. Minor deviations, especially in the case of subsequent deliveries, are not regarded as defects. In the event of in time and justified complaints, we are entitled to a replacement delivery. If a replacement delivery is not made within a reasonable period of time upon request, the buyer may demand a purchase price reduction or cancellation of the contract. A subsequent delivery period of four weeks from a written request by the buyer is deemed appropriate. If the re-ordering of the raw materials takes longer than the additional delivery period, this is extended accordingly. If the buyer does not provide any additional delivery, he owes the payment of the entire goods and services. Any further claims of the buyer are excluded - irrespective of the legal basis. This shall not apply if the cause of the damage is based on intent or gross negligence. If we do not expressly acknowledge any claims for defects on the part of the purchaser, subsequent improvements and new deliveries of the goods are made on goodwill and without recognition of a legal obligation.
In the case of goods which have been sold as NT goods, secondary goods, residual items or regranulates, the buyer is not entitled to any warranty rights. The seller is not responsible for the quality, suitability or characteristics of the products for material defects, warranties or warranty rights, if the customer provides all or part of the material to be processed, or specifies technical process regulations or customer-specific recipes for process processing.
For subcontracting, the customer must carry out sampling and measurements of the finished material for technical suitability by and at the expense of the client, in addition to a written specification of the recipe and technical procedure. This should happen at the beginning, during the process, and immediately after completion of the compound. In case of defects, the customer is obliged to immediately give notice in writing, so the processing process can be interrupted immediately until the defect is remedied (e.g., by changing the recipe, technical procedure or use of other customer-specific raw materials) or the processing process can be completely stopped. In addition to the obligation to pay for work previously performed, the contracting party cannot assert claims for defects, warranty or liability.
If the cause of the damage is due to intent, gross negligence or major contractual obligations (cardinal obligations), the liability is limited to the the amount of the invoice value of the product concerned, while excluding indirect damages, consequential damages, and pure property damages, in particular loss of profit.

7. Retention of Title

All goods delivered by us remain our property until full payment of all our claims, including the balance of a current account balance. This reservation also applies accordingly to products resulting from the processing or transformation of the reserved goods which the purchaser holds for us. With the acceptance of our goods, the seller shall assign to us all claims arising from the sale of the goods belonging to us, against all purchasers, with all additional rights. As long as the buyer is willing and able to meet his obligations towards us in due time, he is entitled to dispose of our reserved ownership and our claim in the ordinary course of business. Exceptional dispositions as well as pledges, security transfers and assignments are prohibited. The buyer is to inform us without delay of any third party's access to the goods and claims belonging to us.

8. Application Engineering Consultancy, Patents

All information and advice are given to the best of our knowledge, without any liability. Information on our goods, in particular technical or chemical data on properties and possible applications, are purely indications of quality, unless they are expressly designated as guarantee. Our technical advice in written and written form is non-binding - also with regard to any third-party proprietary rights - and does not exempt our customers from their own examination of the products produced by us for their suitability for the intended procedures and purposes. The buyer accepts all claims arising from a possible infringement of third parties' protective rights by the import or use of the goods delivered by us.

9. Applicable Law, Jurisdiction

The place of performance and jurisdiction is Schwerin or Hamburg. The law of the Federal Republic of Germany, excluding the "United Nations Convention on Contracts for the International Sale of Goods" shall apply exclusively to all legal relations with us. In addition, the latest version of Incoterms applies. The invalidity of individual provisions shall not affect the validity of the remaining provisions. The ineffective provision is to be replaced by one which is closest to the will expressed here. In the case of deviations between the general terms and conditions of business laid down (T & C's) in German and English, the German version shall be deemed to be authoritative.