Terms of Delivery

FRIATEC AG Terms and Conditions - Technical Plastics Division

Terms of Delivery

1. Scope
   Terms and conditions as listed below apply to all deliveries. Other conditions do not automatically become contractual, even if not expressly contradicted by us.


2. Conclusion of a Contract
   Our quotations are not binding. A contract is made only when we confirm an order in writing. Our written order confirmation controls content and size of the order. Alterations to the technical execution of ordered goods are acceptable unless they constitute essential functional changes or the customer proves that the alterations are unacceptable. We will accept liability for the quality of an item only if this has been expressly stated in our order confirmation or in our advertisements.


3. Delivery
   Delivery dates and deadlines are subject to ourselves being supplied appropriately and in good time. Delivery deadlines are determined by the date of our order confirmation. They are regarded as fulfilled once the goods have left the factory or been released for shipment. The deadline is extended if the customer desires changes retrospectively or if events occur for which we are not responsible.


4. 4. Prices and Payment Conditions
   Our prices are ex factory or ex warehouse, plus VAT. Insurance, packaging, shipment and custom clearance charges are invoiced separately, unless expressly stated otherwise in our current price list. Our invoices are payable net within 30 days from the invoice date. We offer 2 % discount for payments within 14 days, but only if all other outstanding invoices have been paid. We reserve the right to accept bills of exchange and cheques in individual cases. No discount is offered when paying by bill of exchange. Bills of exchange and cheques are accepted only on account of performance. The claim is regarded as fulfilled only once payment has been cashed or credited. All expenses which may arise must be met by the customer. We are authorised to demand immediate cash payment for all deliveries, if payment conditions are not adhered to, or in circumstances causing the credit worthiness of a customer to be questioned. A possible deferral caused by the acceptance of bills of exchange becomes null and void. The customer is obliged to pay cash immediately on returning the bill of exchange. In addition we are authorised to carry out any remaining deliveries against advance or warranty payment or to rescind the contract and demand compensation. We are furthermore authorised to stop the onward sale of goods to be delivered and to retrieve the goods at the customer’s expense if we have rescinded the contract.


5. Passage of Risk
   The risk is transferred to the customer at the moment of the goods being ready for shipment and the notification thereof. This applies even if shipment is delayed due to circumstances not in our control. If there is no notification of readiness for shipment, the risk is passed to the transport company, and on to the customer no later than at the point of the goods leaving the factory or warehouse. This applies also if our own transport is used or carriage is paid.


6. Formal Complaints, Claims, Limitation Period
   The customer must immediately check goods received for any defects. Formal complaints must be lodged immediately on receipt of the goods, and no later than a fortnight after receipt, in writing. The same timeframe applies to hidden defects after discovery. There can be no claims for defects which have not been notified within the appropriate period. When a claim is justified, we will choose either to repair or replace the goods. If we do not rectify the defect or provide a substitute within an appropriate period, or following no more than two attempts, the customer is authorised to rescind the contract or demand a reduction in the purchasing price. It is not possible to rescind if there is only an insignificant violation on our part. The limitation period for claims is 5 years for building materials which have been installed and have caused defects within a pipe system. 1 year for delivery of other new goods to contractor 2 years for all others Limitation period starts on delivery of goods.


7. Reservation of Ownership
   Our deliveries are all subject to reservation of ownership. The goods remain in our ownership until payment of all claims arising from our business relationship with the customer is made. With an account current the reserved ownership constitutes the security for our balance claim. The customer is authorised to resell delivered goods within the framework of his or her ordinary business procedures. He or she may not however pledge or transfer the conditional commodity by way of security. In the event of resale the customer assigns to us all claims including all subsidiary rights which arise from the resale. This applies without taking into consideration whether he or she resells the conditional commodity unaltered, unprocessed, or in conjunction with other items. If the resale takes place including goods not owned by us, the assigning applies only up to the value of the conditional commodity. The value is determined according to our sales prices. Processing of the conditional commodity always occurs according to § 950 BGB for us as manufacturers, but without obligation. The processed goods constitute the conditional commodity as part of these conditions. If the conditional commodity is processed together or is irretrievably mixed up with other items not owned by us, we will gain co-ownership of the new item at a ratio of conditional commodity invoice value to the invoice value of other used goods at the time of processing and mixing. The co-ownership rights thus created apply as conditional commodity in the context of these conditions. The customer is obliged, if requested by us, to point out our ownership rights to the prospective buyer. The customer is authorised to collect the claim from the resale notwithstanding our own collection authorisation. While the customer meets his payment obligations appropriately, we will not put the claim into force. The customer has to inform us of the debtors of the assigned claims and to notify the assignment to them. Our right of informing third-party debtors of the assignment will not be affected by this. The customer is not allowed to assign the claim against third-party debtors to third parties or to negotiate an assignment ban with the third-party debtor. The customer is obliged to notify us immediately and in the quickest way possible about a pledge or any other infringement of our security rights by third parties. The customer is obliged to hand over to us all documents required to preserve our rights, and to compensate us for any costs arising from a possible intervention. We pledge to release existing securities of our choice up to the point where their value exceeds the claims to be secured by more than 25 %. The customer is obliged to insure the goods for the duration of our reservation of ownership.


8. Acts of God – Right to Rescind
   If we are prevented from fulfilling our terms of delivery by acts of God or other circumstances not within our control, or if the fulfilment of our obligations becomes too great a burden for these reasons, we are authorised to rescind the contract. Compensation claims bythe customer in such circumstances are not permitted. The right to rescind is effective also if the delivery period was initially extended.


9. Limitations of Liability
   We are liable for any violations of life, body or health for which we are accountable in accordance with legal requirements. For other damages the following applies: We are liable for damages based on gross negligence by us or deliberate or gross negligence by our legal representatives or assistants in accordance with legal requirements. For damages based on the violation of essential contractual obligations based on negligence by us, our legal representatives or assistants, our liability is limited to the predictable contractual damage up to a maximum of the value of the delivered item. Claims for other damage on violating subsidiary obligations or inessential obligations based on negligence are excluded. Claims for damages for delay caused by negligence are excluded. The customer’s legal rights on completion of an appropriate period of time remain unaffected. Liability exclusions or limitations do not apply if a defect has been deliberately concealed by us or if we have offered warranty on the quality of the item. A customer’s claim for compensation of time or costs invested in vain instead of compensation in place of time or costs, and the liability according to the product liability law remain unaffected.


10. Non-assignment clause
    Unless something different has been expressly agreed with the customer, the customer is not authorised to transfer rights from the contract to third parties without our agreement.


11. Applicable rights, Place of Jurisdiction
    Only German law applies under the exclusion of UN purchasing rights. Exclusive place of jurisdiction for disagreements between contract parties is Mannheim, if the customer is a merchant, a legal person of public law or a special asset, or if the customerdoes not have a place of jurisdiction in Germany. We do however reserve the right to proceed against a customer who does not have a general place of jurisdiction in Germany within other courts of our choice.