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General terms and conditions of sale and delivery for the plastics processing industry

The General Association of the Plastics Processing Industry recommends the following general terms and conditions of sale and delivery for the plastics processing industry without obligation.

scope

The following conditions apply to entrepreneurs, legal entities under public law or special funds under public law.

I. Application
1. Orders only become binding when PHI GmbH confirms the order. If the customer does not object to the content of the order confirmation within 7 days of receipt, the contract is concluded under the conditions specified there, even if these deviate from the original agreements due to transmission, communication or clerical errors.

Changes and additions should be made in text form. All offers are non-binding unless they are designated as fixed offers. Unless expressly designated as binding, quantities or sizes are non-binding approximate values.

2. These terms and conditions also apply to future transactions in the case of ongoing business relationships, even if no express reference is made to them, provided they were referred to in an order previously confirmed by PHI GmbH.

3. The customer's terms and conditions do not apply, even if we do not expressly object to them, unless they have been expressly recognized in writing by PHI GmbH. The regulations on distance selling in business transactions with consumers do not apply to the business relationship with entrepreneurs, not even correspondingly.

4.
Should individual provisions be or become invalid, the remaining conditions shall not be affected.

II. Prices

1. In case of doubt, the prices apply ex works excluding freight, additional transport or export duties and packaging plus VAT at the statutory rate.

2. If the decisive cost factors, in particular for material, energy or personnel, change by more than 5% after submission of the offer or after confirmation of the order up to delivery, each party is entitled to demand a price adjustment. This has to be measured according to how the relevant cost factor changes the total price.

3. PHI GmbH is not bound to previous prices for new orders.

III. Delivery and acceptance obligation, force majeure

1. Delivery periods begin after receipt of all documents required for the execution of the order, the down payment and the timely provision of materials, insofar as these have been agreed. With the notification of readiness for dispatch, the delivery period is deemed to have been met if dispatch is delayed or impossible through no fault of PHI GmbH.

2. If an agreed delivery period is not met due to the fault of PHI GmbH, the customer is obliged in any case to set a reasonable grace period.

3. Partial deliveries are permitted as far as reasonable.

4. In the case of call orders without an agreement on the term, production batch sizes and acceptance dates, PHI GmbH can demand a binding determination of this no later than three months after the order confirmation. If the customer does not comply with this request within three weeks, PHI GmbH is entitled to set a two-week grace period and, after its expiry, to withdraw from the contract and/or to claim damages.

5. If the customer does not fulfill his acceptance obligations, PHI GmbH is not bound by the regulations on self-help sales, without prejudice to other rights, but can sell the delivery item on the open market after prior notification of the customer.

6. Events of force majeure entitle PHI GmbH to postpone delivery for the duration of the hindrance plus a reasonable start-up time, or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. Strikes, lockouts or unforeseeable, unavoidable circumstances, e.g. B. no fault of business disruptions or transport delays or interruptions, no fault of raw materials or lack of energy, which make timely delivery impossible for PHI GmbH despite reasonable efforts. This also applies if the aforementioned hindrances occur during a delay or at a subcontractor.
The customer can ask PHI GmbH to declare within two weeks whether he wants to withdraw or whether he wants to deliver within a reasonable grace period. If PHI GmbH does not make a declaration, the customer can withdraw from the unfulfilled part of the contract.
PHI GmbH will notify the customer immediately if a case of force majeure, as set out in paragraph 1, occurs. He has to keep impairments of the customer as low as possible, if necessary by handing over the molds for the duration of the hindrance.

IV. Terms of payment
1. All payments are to be made in € (EURO) exclusively to PHI GmbH. Unless otherwise agreed, the purchase price for deliveries or other services must be paid without deduction within 30 days of the invoice date.

2. If the agreed payment date is exceeded, interest will be charged at the statutory interest rate of 9 percentage points above the respective base interest rate in accordance with Section 247 of the German Civil Code.

3. Checks or bills of exchange are only accepted if expressly agreed in writing beforehand and not on account of performance. All associated costs are at the expense of the customer.

4. The customer can only offset or assert a right to withhold payments if his claims are undisputed or have been legally established.

5. The persistent non-compliance with payment terms or circumstances which
serious doubts about the creditworthiness of the customer entitle PHI GmbH to make all claims due immediately. In this case, PHI GmbH is also entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after a reasonable period has expired without success.

V. Packaging, shipping, transfer of risk and default of acceptance
1. Unless otherwise agreed, PHI GmbH chooses packaging, shipping method and shipping route. He is entitled to commission one of the shippers he usually selects for his mail order business at the usual conditions agreed with him.

2. Even in the case of carriage paid delivery, the risk is transferred to the customer when the goods leave the delivery works. In the case of delays in dispatch for which the customer is responsible, the risk already passes with the notification of readiness for dispatch.

3. At the customer's written request, the goods will be insured at his expense against risks to be specified by him.

4. If the customer defaults in acceptance, PHI GmbH is entitled to store the goods at the customer's expense. If PHI GmbH stores the goods itself, it is entitled to storage costs amounting to 0.5% of the invoice amount for the stored goods for each calendar week started. We reserve the right to assert higher storage costs against proof.

Vl. retention of title
1. The deliveries remain the property of PHI GmbH until all of the supplier's claims against the customer have been settled, even if the purchase price for specially designated claims has been paid. In the case of a current account, the reserved ownership of the deliveries (reserved goods) applies as security for the balance invoice from PHI GmbH. If, in connection with the payment of the purchase price, the supplier is liable by bill of exchange, the retention of title does not expire before the buyer honors the bill of exchange as the drawee.

2. Treatment or processing by the customer is deemed to have been carried out for the supplier to the exclusion of the acquisition of ownership in accordance with § 950 BGB; the latter becomes co-owner of the item created in accordance with the ratio of the net invoice value of his goods to the net sales price of the goods to be processed or processed, which serves as reserved goods to secure the claims of the supplier in accordance with paragraph 1.

3. If the customer processes (combines/mixes) other goods that do not belong to PHI GmbH, the provisions of §§ 947, 948 BGB apply with the result that PHI GmbH’s co-ownership share in the new item is now reserved goods within the meaning of these conditions apply.

4. The customer is only permitted to resell the goods subject to retention of title in the ordinary course of business and on condition that he also agrees a retention of title with his customers in accordance with paragraphs 1 to 3. The customer is not entitled to other disposals of the reserved goods, in particular pledging and security transfer.

5. In the event of resale, the customer hereby resigns until all claims of PHI GmbH arising from the resale have been met
resulting claims and other legitimate claims against its customers with all ancillary rights to PHI GmbH. At the request of PHI GmbH, the customer is obliged to immediately provide PHI GmbH with all information and documents that are necessary for the assertion of the rights of PHI GmbH against the customers of the customer.

6. If the reserved goods are resold by the customer after processing according to paragraph 2 and/or 3 together with other goods not belonging to PHI GmbH, the assignment of the purchase price claim according to paragraph 5 only applies to the amount of the invoice value of the reserved goods of PHI GmbH.

7. If the realizable value of the securities existing for PHI GmbH exceeds its total claims by more than 10%, PHI GmbH is obliged to release securities of PHI GmbH's choice at the customer's request.

8. Seizure or confiscation of the goods subject to retention of title by third parties must be reported to PHI GmbH immediately. Any resulting intervention costs shall be borne by the customer in any case, unless they are borne by third parties.

9. If PHI GmbH makes use of its retention of title in accordance with the above provisions by taking back reserved goods, it is entitled to sell the goods privately or have them auctioned. The goods subject to retention of title are taken back at the proceeds achieved, but at most at the agreed delivery prices. We reserve the right to make further claims for damages, in particular lost profits.

VII. Liability for material defects

1. The product description or, if their creation has been agreed, the outturn samples, which PHI GmbH will present to the customer for inspection upon request, are decisive for the quality and design of the products. Incidentally, No. XII Para. 1 must also be observed. The reference to technical standards serves to describe the service and is not to be interpreted as a guarantee of quality. The tolerances customary in the industry apply. Without a special written agreement, the production takes place with materials customary in the industry and according to the agreed, in the absence of an agreement according to known manufacturing processes.

Minor deviations from the original in colored productions or reproductions are not considered defects; the same applies to discrepancies between the proof and the print run.

2. If PHI GmbH has advised the customer outside of its contractual service, it is only liable for the functionality and suitability of the delivery item if it has expressly given prior assurance.

3. Complaints about defects must be made in writing without delay. In the case of hidden defects, the complaint must be made immediately after discovery. In both cases, unless otherwise agreed, all claims for defects expire twelve months after the transfer of risk.

4. In the event of a justified notice of defects, PHI GmbH is obliged to subsequent performance (at its discretion, rectification or replacement delivery). If he does not meet this obligation within a reasonable period of time or if the supplementary performance repeatedly fails, the customer is entitled to reduce the purchase price or to withdraw from the contract. For further claims, in particular reimbursement of expenses or claims for damages due to defects or consequential damages, the limitations of liability according to No. VIII apply.

5. Unauthorized reworking and improper handling result in the loss of all claims for defects. The customer is only entitled to remedy the defect after prior notification by PHI GmbH and to demand reimbursement of the reasonable costs in order to prevent disproportionately large damage or if PHI GmbH delays in remedying the defect.

6. Normal wear and tear does not result in any warranty claims.

7. Recourse claims according to §§ 478, 479 BGB only exist if the consumer was entitled to claim against the person entitled to recourse and only to the legal extent, not on the other hand for goodwill regulations not agreed with PHI GmbH and require the observance of the person entitled to recourse’s own obligations, in particular the Compliance with the obligation to give notice of defects.

VIII. General Limitations of Liability

1. PHI GmbH is only liable for damages or reimbursement of expenses insofar as it, its executive employees or vicarious agents are guilty of intent, gross negligence or injury to life, limb or health.

2. No-fault liability under the Product Liability Act and liability for the fulfillment of a quality guarantee remain unaffected.

3. Liability for the culpable breach of essential contractual obligations also remains unaffected; the liability is limited to the foreseeable, contract-typical damage except in the cases of No. 1. Essential contractual obligations are the basic, elementary obligations arising from the contractual relationship that are of particular importance for the proper execution or fulfillment of the contract or that have a very significant influence on the relationship of trust between the parties, in particular the fulfillment of delivery obligations and important Obligations to notify.

4. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

IX. molds (tools)

1. The price for molds also includes the costs for one-time sampling, but not the costs for testing and processing devices and for changes initiated by the customer. Costs for further sampling for which PHI GmbH is responsible are at his expense.

2. Unless otherwise agreed, PHI GmbH is and remains the owner of the molds manufactured for the customer by PHI GmbH itself or a third party commissioned by the customer. If expressly agreed, molds are only used for customer orders as long as the customer meets his payment and acceptance obligations. PHI GmbH is only obliged to replace these molds free of charge if they are required to fulfill the output quantity promised to the customer. PHI GmbH's storage obligation expires two years after the last delivery of parts from the mold. The customer must be informed prior to removal.

3. If a contract is terminated but the molds have not yet been amortized, PHI GmbH is entitled to immediately invoice the remaining amortization amount in full.

4. If, according to the agreement, the customer is to become the owner of the moulds, ownership shall pass to him once the purchase price for the molds has been paid in full. The transfer of the molds to the customer is replaced by storage for the benefit of the customer. Irrespective of the customer's statutory right of return and of the lifespan of the molds, PHI GmbH is entitled to their exclusive possession until the end of the contract. PHI GmbH must mark the molds as third-party property and insure them at the customer's request and expense.

5. In the case of the customer's own molds in accordance with No. 4 and/or molds provided by the customer on loan, PHI GmbH's liability with regard to storage and care is limited to the care it takes in its own affairs. The customer bears the costs for maintenance and insurance. The obligations of PHI GmbH expire if the customer does not collect the molds within a reasonable period of time after the order has been completed and a corresponding request has been made. As long as the customer has not fully met his contractual obligations, PHI GmbH has a right of retention to the molds in any case.

X. Drafts/Clichés/Documents

1. The supplier retains the sole execution and copyright to drafts, documents, illustrations, drawings and other documents. If the customer provides templates and ideas, PHI GmbH receives a joint copyright to the extent that the template or draft was designed by the supplier.

2. If no order is placed, the customer is obliged to immediately return to PHI GmbH all documents provided to him, including any copies that may have been made. Digital copies are to be finally destroyed.

3. When providing templates and ideas, the customer indemnifies PHI GmbH against any claims by third parties who assert rights to them.

4. The drafts, final drawings, clichés and the like made by PHI GmbH remain its property, even if the customer has been charged for the production costs.

Xl. Provision of materials

1. If materials are delivered by the customer, they must be delivered in good time and in perfect condition at the customer's expense and risk with an appropriate quantity surcharge of at least 5%.

2. If these requirements are not met, the delivery time will be extended appropriately. Except in cases of force majeure, the customer bears the additional costs incurred for production interruptions.

xll. Industrial property rights and legal defects

1. If PHI GmbH has to deliver according to drawings, models, samples or using parts provided by the customer, the customer is responsible for ensuring that the property rights of third parties in the country of destination of the goods are not violated as a result. PHI GmbH will inform the customer of any rights known to him, but is not obliged to conduct his own research. The customer must indemnify PHI GmbH from third-party claims upon first request and pay compensation for the damage incurred. If PHI GmbH is prohibited from manufacturing or delivering by a third party with reference to a property right belonging to him, he is - without examining the legal situation

— entitled to stop the work until the legal situation has been clarified by the customer and the third party. If PHI GmbH can no longer reasonably be expected to continue the order due to the delay, it is entitled to withdraw.

2. Drawings and samples provided to PHI GmbH that did not lead to the order will be returned on request; otherwise PHI GmbH is entitled to destroy them three months after submission of the offer. This obligation applies to the customer accordingly. The person authorized to destroy must inform the contractual partner of his intention to destroy in good time.

3. PHI GmbH is entitled to the ownership, copyright and, if applicable, industrial property rights, in particular all rights of use and exploitation to the models, molds and devices, drafts and drawings designed by it or by third parties on its behalf. Upon request, the customer must immediately return the records, documents, forms, samples or models, including any copies made, to PHI GmbH.

4. If there are other defects of title, No. VII applies to this accordingly.

XIII. Food safety and recycled materials

1. If a product is intended to come into contact with food, the customer is responsible for checking the suitability of the material for the specific food in advance.

2. Recycling raw materials are carefully selected by PHI GmbH. However, regenerated plastics can be subject to major fluctuations in surface quality, color, purity, odor and physical or chemical properties from batch to batch; this does not entitle the customer to report defects to PHI GmbH. However, PHI GmbH will assign any claims against sub-suppliers to the customer upon request; PHI GmbH does not guarantee the existence of these claims.

XIV. Place of Performance and Jurisdiction

1. The place of fulfillment is the place of delivery.
2. The place of jurisdiction is PHI GmbH's choice of company headquarters or the customer's headquarters.
3. German law applies exclusively, excluding the UN sales law.