Register court: Stuttgart HRB 108315
Place of jurisdiction: Heilbronn
Sales Tax ID no.
Notice of liability
PLS GmbH has no influence on the contents of external websites and cannot be held responsible for the contents of external websites.
Terms and Conditions of Sale and Delivery of PLS GmbH (terms and conditions of the plastics processing industry) Scope
The conditions below apply solely to merchants, legal entities under public law and separate funds under public law.
Orders only become binding when they are confirmed by the supplier.
Any amendments or additions should be in writing. All offers are
non-binding unless they are identified as binding offers.
In the case of ongoing business relationships, these conditions also apply to future business in which they are not specifically referenced, provided the customer has received them as part of a previous order confirmed by the supplier.
The customer’s terms and conditions do not apply unless they are expressly acknowledged by the supplier.
If individual provisions are or become invalid, this does not affect the validity of the remaining provisions.
In the case of any doubt, the prices are post works not including shipping, customs duties, import levies, packaging or VAT at the statutory rate.
If the relevant cost factors change significantly from the submission of the order or after the confirmation of the order but before delivery, the supplier and the customer shall agree an adjustment of the prices and the proportion of costs for moulds.
If it is agreed that the price is dependent on the weight of the parts, the final price shall be derived from the weight of the approved outturn samples.
The supplier is not bound to previous prices for new orders (= subsequent orders).
III. Obligation to deliver and accept
Delivery periods start from receipt of all of the documents necessary to process the order, the advance payment and the materials in good time, where this has been agreed. The delivery deadline is deemed to have been met from the point of notification of readiness for shipping if shipping is delayed or not possible through no fault of the supplier.
If an agreed delivery deadline is not met for a reason for which the supplier is responsible, the customer is entitled to request compensation or withdraw from the contract, to the exclusion of further claims unless he has acted in a grossly negligent or intentional manner. The
compensation for the delay is limited to a maximum of 5% of the part of the delivery which was not completed in accordance with the contract. A withdrawal is excluded if the customer himself is delayed in accepting the delivery. The customer retains the right to demonstrate that higher damages were caused.
Appropriate partial deliveries and reasonable deviations from the order quantities of up to plus/minus 10% are permissible.
In the case of make-and-take orders where no term, manufacturing size or acceptance deadline are agreed, the supplier can request a binding determination of these no later than three months after confirmation of the order. If the customer does not provide this within three weeks, the supplier is entitled to set a two week extension to the deadline, and after this has passed to withdraw from the contract and/or to request compensation.
If the customer does not meet his acceptance obligations, the supplier is not bound to the regulations on the free sale of items, irrespective of other rights, but rather is able to sell the delivery items freely once he has notified the customer of this.
Force majeure events entitled the supplier to postpone the delivery for the duration of the hindrance and a reasonable start-up period or to withdraw from the part of the contract that has not yet been fulfilled in full or in part. Strike, lockout and unforeseeable, unavoidable circumstances such as malfunctions are all cases of force majeure which would make it impossible for the supplier to deliver on time despite making reasonable efforts; the supplier must provide evidence of this. This also applies if the above mentioned hindrances occur during the delay or with a sub-contractor. The customer can request that the supplier declare, within two weeks, whether or not he wants to withdraw or will deliver with a reasonable extension to the deadline. If he does not declare this, the customer may withdraw from the part of the contract which has not been fulfilled.
The supplier shall inform the customer immediately if a case of force majeure as listed in paragraph 1 occurs. He must keep the damage to the customer as low as possible, where applicable by surrendering the moulds for the duration of the hindrance.
IV. Packaging, shipping, transfer of risk and delay in acceptance
Unless otherwise agreed, the supplier chooses the packaging, type of shipping and
The risk transfers to the customer on departure from the delivery factor even
in the case of carriage paid delivery. In the case of any delays to shipping for which the customer is responsible, the risk transfers from communication of the readiness for shipping.
If the customer requests this in writing, the goods shall be insured against
risks that he shall designate at his expense.
V. Reservation of ownership
The deliveries remain the property of the supplier until all of the claims of the supplier against the customer have been fulfilled, including in the case that the purchase price for specially designated claims has been paid. In the case of ongoing invoices, reserved ownership of the deliveries (reserved goods) is a security for the balance invoice from the supplier. If reciprocal liability of the supplier is justified in connection with the payment of the purchase price, the reservation of ownership does not lapse before the before the switch is redeemed by the buyer as the drawee.
Any processing or handling by the customer is carried out to the exclusion of the acquisition of ownership in accordance with Section 950 of the German Civil Code on behalf of the supplier; the supplier shall become joint owner of the items created in this way in accordance with the ratio of the net invoice value of his goods to the net invoice value of the goods to be processed or handles, said items serving as reserved goods to guarantee the claims of the supplier in accordance with paragraph 1.
In the case of processing (combining/mixing) by the customer with other goods which do not belong to the supplier, the provisions of Sections 947 and 948 of the German Civil Code with the result that the supplier’s joint ownership percentage of the new items is now deemed to be reserved goods in the sense of these provisions.
The customer is only permitted to resell the reserved goods in the normal course of business and on condition that he also agrees a reservation of ownership with his clients in accordance with paragraphs 1 to 3. The customer is not entitled to other rights over the reserved goods, in particular to pledges and security transfers.
If the items are sold on, the customer hereby transfers the claims arising for him from the resale and any other justified claims against his clients with all additional rights to the supplier until all of the supplier’s claims have been paid. At the supplier’s request, the customer is obliged to provide the supplier with all of the information and to hand over all of the documents which are necessary for the supplier to claim his rights over the customer’s clients.
If the reserved goods are sold on by the customer after processing in accordance with paragraph 2 and/or 3 together with other goods that do not belong to the supplier, the transfer of the claim to the purchase price in accordance with paragraph 5 only applies to the total of the invoice value for the supplier’s reserved goods.
If the value of the existing securities held by the supplier exceeds the supplier’s total claims by more than 10%, the supplier is obliged to release securities of his (the supplier’s) choice at the customer’s request.
Seizure or confiscation of the reserved goods by a third party must be communicated to the supplier immediately. Any intervention costs which arise from this are to be borne by the customer unless they are borne by third parties.
If the supplier makes used of his reservation of ownership by taking back the reserved goods in accordance with the above mentioned provisions, he is entitled to sell the goods freely or auction them. The reserved goods are taken back at the target revenue but no more than the agreed delivery prices. Further claims for compensation, in particular loss of earnings, are reserved.
V. Liability for material defects
The outturn samples are critical to the quality and design of the items. These shall be presented to the customer by the supplier for checking on request. The reference to technical standards is used to specify the performance and is not
to be designed as a quality guarantee.
If the supplier has advised the customer outside of his contractual service, he is liable for the functionality and the suitability of the item delivered only in the case of an express prior guarantee.
Notices of defects are to be submitted in writing immediately. In the case of hidden defects, these must be notified immediately on discovery. In both cases, all claims for defects lapse twelve months after the transfer of risk. Where the law sets out compulsory longer deadlines in accordance with Section 438 paragraph 1 number 2 of the German Civil Code and Section 634a paragraph 1 number 2 of the German Civil Code, these apply.
In the case of justified notices of defects, where the outturn samples approved in the customer in writing determine the expected quality and design, the supplier is obliged to remedy the defects. If he does not meet this obligation within a reasonable period of time or if an improvement fails despite repeated attempts, the customer is entitled to reduce the purchase price or withdraw from the contract. Further claims, in particular claims for the reimbursement of costs or for compensation for defects or consequential damages, only arise within the scope of the regulations on VII. Parts that have been replaced are to be returned to the supplier freight collect on request.
Unauthorised reworking and incorrect handling result in the loss of all claims for defects. The customer is only entitled to improve the items and therefore to request the reimbursement of the reasonable costs to prevent disproportionately high levels of damage or in the case of a delay to the remedy of the defects by the supplier if prior consent has been granted by the supplier.
Wear and tear caused by normal use does not result in any warranty claims.
Recourse claims in accordance with Sections 478 and 479 of the German Civil Code only arise if use by the consumer was justified and only to the statutory extent and not for goodwill regulations not agreed with the supplier. A requirement for this is that the entity entitled to recourse meets his own obligations, in particular that he complied with the obligation to notify defects.
VII. General limitations of liability
In all cases in which the supplier, in deviation from the above mentioned conditions, is obliged to pay compensation or reimbursement of expenses on the basis of contractual or legal claims, he is only liable to the extent that he, his executives or agents is responsible intent, gross negligence or an injury to life, limb or health. Liability without fault in accordance with the Product Liability Act is not affected by this. Liability for the culpable infringement of essential contractual obligations is also not affected by this; however, liability is limited to foreseeable damage typical to the contract with the exception of the cases on page 1. No change in the burden of proof to the detriment of the customer is associated with the above regulations.
VIII. Payment conditions
All payments are to be made in € (EUROS) exclusively to the supplier.
Unless otherwise agreed, the purchase price for deliveries and other
Lservices is payable with a 2% discount within 14 days or without any reductions within 30 days from the invoice date. All undisputed invoices that were due prior to the invoice in question must have been paid for the discount to be granted. No discount is granted for any payment by bills of exchange.
If the agreed payment deadline is missed, interest totalling the statutory interest rate of 8% above the respective base rate of the ECB shall be charged unless the supplier provides evidence of greater damages. The customer retains the right to demonstrate that lower damages were caused.
The supplier reserves the right to reject cheques or bills of exchange. Cheques and rediscountable bills are only accepted as a conditional payment and any costs associated with this shall be borne by the customer.
The customer can only offset costs or claim a right of retention if his claims are undisputed or have been established by the courts.
Consistent non-compliance with payment conditions or circumstances which justify serious doubt about the creditworthiness of the customer result in all of the supplier’s claims becoming due immediately. Furthermore, in this case the supplier is entitled to request advance payments for any outstanding deliveries and to withdraw from the contract after setting a reasonable deadline if this passes without success.
IX. Moulds (tools)
The price for moulds also includes the costs of one-off sampling but not the costs for testing and processing equipment or any changes requested by the customer. The costs of further sampling for which the supplier is responsible shall be borne by him.
Unless otherwise agreed, the supplier is and remains the owner of the moulds manufactured for the customer by the supplier himself or by a third party commissioned by him to manufacture these.
Moulds shall only be used for the customer’s jobs provided the customer meets his payment and acceptance obligations.
The supplier is only obliged to provide a replacement for these moulds free of charge
if these are necessary to ensure an output quality guaranteed to the customer. The supplier’s obligation to store the moulds lapses two years after the last delivery of parts made from the mould after the customer has been informed.
If the customer is to become the owner of the moulds in accordance with the agreement, ownership transfers to him once the full purchase price for them has been paid. The transfer of the moulds to the customer is replaced by the storage of these for the benefit of the customer. Independently of the legal right to recover position on the part of the customer and the service life of the moulds, the supplier is entitled to the sole use of these until the end of the contract. The supplier must label the moulds as third party property and insure these at the customer’s request and at the customer’s expense.
If the customer’s own moulds in accordance with paragraph 3 and/or moulds provided by the customer as a loan are used, the liability of the supplier regarding the storage and care of these is limited to the care he would take of his own property. The customer shall bear the maintenance and insurance costs. The obligations of the supplier lapse if the customer does not collect the moulds within an appropriate period of time after completion of the order and after being requested to do so accordingly.
If the customer has not met his contractual obligations to the full extent, the supplier is entitled to take back the moulds in any case.
X. Material provision
If materials are delivered by the customer, they are to be delivered in good time and perfect condition at his cost and at his own risk, with an appropriate quantity surcharge of at least 5%.
If these requirements are not met, the delivery period will be extended accordingly. Except in cases of force majeure, the customer shall bear the additional costs which arise for interruptions to production.
XI. Commercial property rights and defects of title
If the supplier is to deliver on the basis of drawings, models, samples or using parts provided by the customer, the customer is responsible for ensuring that the property right of third parties are not infringed in the destination country for the goods. The supplier shall inform the customer of any rights known to him. The customer must release the supplier from the claims of third parties and reimburse the supplier for any damages that arise from this. If the supplier is forbidden from production or supply by a third party in connection with a property right that belongs to said third party, the supplier is entitled, without checking the legal situation, to cease work until the legal situation is clarified by the customer and the third party. If it is no longer reasonable for the supplier to continue with the order due to the delay, he is entitled to withdraw from the contract.
Any drawings and samples given to the supplier which have not led to an order shall be returned on request; otherwise he is entitled to destroy these three months after the submission of the offer. This obligation applies to the customer accordingly. The entity entitled to destroy the items must inform the contracting partner of his intention to destroy the items in good time before doing so.
The supplier holds the copyrights and where applicable the commercial property rights, in particular all usage and exploitation rights to the models, moulds and equipment, drafts and drawings designed by him or by third parties on his behalf.
If there are any other defects of title, No. VI. applies for these accordingly.
XII. Place of performance and place of jurisdiction
The place of performance is the location of the delivery factory.
The place of jurisdiction is Heilbronn.
German law applies exclusively. The use of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (German Civil Code 1989, page 586) for the Federal Republic of Germany (German Civil Code 1990, page 1477) is excluded.
Stand: July 2006