General Conditions of Sale and Supply of Berlin Plastix Ltd.
General Conditions apply only to transactions with companies
within the meaning of the German Civil Code.
All supplies and services, including
advice, proposals and other ancillary services, are provided
solely on the basis of the following General Conditions
of Sale and Supply (GCS). Conditions of trade opposing
or departing from the present Conditions, especially Purchaser's
Conditions of Purchase, are expressly rejected and repudiated
unless agreed with us in writing.
On placing the order or accepting
the service, the Purchaser acknowledges the application
of our GCS to the present and all future transactions.
Agreements of any kind must be made
in writing for clarification and as evidence.
The customary commercial contract
formulae will be interpreted under the current version
II. Conclusion of contract
All our offers are made without obligation
unless expressly designated as binding; in the latter case,
the contract is concluded on ordering by the Purchaser unless
we immediately notify our rejection of the contract.
Dispatches are made ex works or remote
stores unless agreed otherwise (EXW). If not agreed otherwise
we shall select the method of dispatch and route without
responsibility for cheapest shipment.
Notwithstanding paragraph 1, on procurement
of building paint and / or building colors as from 100
kg/l upwards, supply will be made carriage-paid to the
Purchaser's station (CPT).
Stated delivery dates indicate only
the approximate delivery period unless agreed otherwise.
The date of delivery is the day on which the goods leave
the plant or store; if the goods are not dispatched, an
indication of our readiness of delivery shall be sufficient.
Part-deliveries agreeable to the Purchaser
are permitted. If acceptance of part-deliveries is agreed
within a specified period, the part-deliveries shall be
more or less evenly distributed unless agreed otherwise.
The Purchaser may exceed the projected call dates by not
more than one month.
Deliveries in excess or short, customary
for the industry, are permitted.
We are permitted to exceed or fall
short of agreed supplies to custom-made goods by up to
10 % if reasonable to the Purchaser. The Purchaser of
has an obligation of acceptance as far as custom made
goods are concerned, cancellation being prohibited accordingly.
On the Purchaser failing to accept
the goods, we shall be entitled at our discretion to dispatch
them at the Purchaser's expense or to store them if no
other course is possible, if necessary also in the open.
We shall in that case not be liable for chance of destruction,
loss of or damage to the goods.
All supply obligations are subject
to us ourselves being supplied; we shall be discharged
of our supplier's liability if we are not supplied.
We are not responsible for disruption
in supply due to force majeure or events whose causes
lie beyond our control – which also includes lawful
strike and lock-out at our premises or those of our suppliers
or sub-suppliers, instructions by authorities, etc. –
even if due dates and time limits were agreed. In that
case, we shall be relieved of our liability to supply
for the duration of the disruption and its effects. We
shall be entitled to entirely or partly abandon the contract
in respect of the part not yet discharged, but in case
of delay only when performing cannot be reasonably demanded.
The Purchaser is entitled to cancel the contract in respect
of the part not yet executed after a period of grace has
expired, if the disruption in supplies and services continues
for more than two months and the supply of the subject
matter purchased is therefore no longer of interest to
him. No further claims, especially claims in damages,
are vested in the Purchaser.
If delivery is made in returnable
containers, these must be returned within 90 days following
receipt of the consignment completely emptied and carriage
paid. The Purchaser will be responsible for loss and damage
to returnable packaging. Returnable packaging may not
be used for other purposes or for containing other products.
It is intended solely for transporting the goods supplied.
Markings may not be removed.
We shall not collect non-returnable
packaging but will instead indicate to the Purchaser a
third party which will have the packaging recycled in
accordance with the Packaging Regulations.
V. Prices, Payment
Unless indicated otherwise in writing,
our prices apply ex works exclusive of VAT.
The weights, number of items and quantities
ascertained by us are decisive for calculation, unless
the Purchaser repudiates them immediately, in any event
within 14 days following receipt.
All expenses incurred in connection
with the contract in the Purchaser's country, including
charges and taxes, will be borne by the Purchaser, even
if they were not known when the contract was concluded.
Custom-made goods will be calculated
with a surcharge on our list prices (special order increment).
Unless agreed otherwise, all payments
shall be made without any deduction and without charges
to our banks within 30 days net or 10 days with 2 % discount
as from invoice date. New invoices may not be discounted
as long as existing due invoices remain unsettled.
Payments, also by bills and checks,
are only deemed made after the sum concerned has been
credited to our account. Bills and checks do not entitle
to a discount. The Purchaser shall bear bank, discounting
and collection charges.
Receipt of payment by ourselves is
decisive for payment by the due date.
If the Purchaser is in arrears, our
total claims under the business connection with the Purchaser
will mature immediately. The same applies if a bill is
protested or a check is dishonored, or if the Purchaser
is likely to become insolvent. We may at our discretion
demand advance payment or putting up of security for supplies
The Purchaser is entitled to make
set-offs or retain payments only insofar as the counter-claim
is legally confirmed or acknowledged by ourselves.
VI. Reservation of title
We reserve our right to goods supplied
by us until the Purchaser has settled all receivables
under the mutual business connection with ourselves, including
The Purchaser is entitled to process,
combine or mix our goods in pursuit of ordinary business
a) If our title is lost through
processing, it is agreed that the Purchaser will grant
us partial co-ownership corresponding to the proportion
of the amount of the invoice value to that of the new
product and transfers this part-title to us as from now.
Transfer as required for joint ownership is replaced by
an agreement that the Purchaser will keep the article
for us on a borrowed basis or, if the Purchaser does not
have the article in his possession, through the assignment
already hereby agreed of the recovery entitlement against
the holder to ourselves.
b) Insofar as goods are combined
or mixed with the main goods of a third party free of
charge, it is agreed that the Purchaser assigns his payment
claims against the third party to ourselves as from now,
up to the invoice value of the goods supplied, as security.
The Purchaser is entitled to dispose
of goods under reservation of title in the ordinary course
The Purchaser as from now transfers
receivables and ancillary and collateral rights under
the sale of goods to which we have reserved rights, to
us as security to the extent of our share in title to
the goods sold. The Purchaser is entitled to collect the
The Purchaser's rights under paragraphs
2 through 4 are vested in him only as long as he fulfils
his obligations under the trade connection with ourselves.
The Purchaser is not authorized to any other manner of
disposal of goods to which we have reservation of title
or joint title or of receivables assigned to us. The powers
expire automatically as soon as the Purchaser suspends
The Purchaser is not entitled to pledge
goods under reservation of title or transfer title to
them as security or to assign or pledge receivables. The
Purchaser shall inform us immediately of encroachments
by third parties on rights to goods wholly or partly owned
by ourselves. If realization of our claims is jeopardized,
the Purchaser shall on our request inform his customers
of the assignment and provide us with all necessary information
and documents concerning the position of goods to which
we have reserved title and concerning receivables assigned
Should our reservation of title become
invalid abroad, the Purchaser shall immediately provide
us with security for our receivables that is effective
under currently applicable law and that comes as close
as possible to reservation of title under German law.
If the value of security put up for
us exceeds our claims by more than 20 % overall, we shall
at the Purchaser's request release security accordingly
at our discretion. The realizable value (collateral value)
of the security is decisive in its valuation.
The Purchaser undertakes to keep goods
to which we have rights of title with the care of a prudent
businessman, keep them safe and at his own expense insure
them against loss and damage and show proof to us of such
insurance at our request. The Purchaser assigns his claims
under this insurance to us as from now as security.
The goods supplied shall be checked
immediately on receipt. Shortages and other evident defects
shall be advised in writing within 8 days following arrival
of the goods, with a precise indication of the reason
for the complaint. Defects subsequently discovered shall
be notified in writing within the same time limit as from
No complaints will be accepted unless
made in good time.
The period of prescription for complaints
is one year.
Complaints will be settled at our
discretion by repairs free of charge or by replacement
of the goods complained of (replacement supply). In the
event of the above further action being unsuccessful,
not forthcoming or delayed for reasons attributable to
ourselves, the Purchaser will be entitled to cancel the
contract or to reduce the price for the goods. Claims
in damages are excluded.
If we have obtained the defective
goods from a sub-supplier, we assign our rights regarding
defects to the Purchaser as from now and will only be
secondarily liable. The Purchaser undertakes to bring
legal proceedings against the sub-supplier beforehand.
No information appearing in our publications
concerning our products represents a statement of the
properties of the goods. The properties, suitability,
qualification and function and intended use of our goods
are determined solely by the product descriptions underlying
the sale contract concerned. In any event, departures
customary for the industry are permitted unless agreed
otherwise in writing. In view of the multiplicity of substrates
and object conditions, the Purchaser / user is not relieved
of his obligation to check our materials expertly on his
own responsibility for suitability for the proposed purpose
under the prevailing material conditions and to process
them in accordance with the state of the art.
VIII. Other liability
Liability for other contractual and
non-contractual damage due to casual negligence is excluded
except for damage consisting in breach of substantial
legal entitlements, such as health and life or breach
of cardinal duties under the contract, or insurable losses
that we might be expected to insure.
Liability for indirect loss is excluded.
The financial extent of our liability
on all legal grounds, contractual or non-contractual,
is limited to twice the purchase price.
Exclusions and limitations of liability
do not apply in the case of willful act, under guarantees
and in the case of mandatory liability under the German
Civil Code and Product Liability Act.
We are not liable for legal or financial
disadvantage sustained by the Purchaser under foreign
patents or foreign regulations concerning statutory legal
protection when selling or using our goods.
In the case of goods and materials
merely distributed by ourselves, we shall only be secondarily
liable. We consequently assign to the Purchaser any claims
that we have against the manufacturers and / or previous
IX. Technical advice on applications
Recommendations concerning applications given
verbally and in writing are not binding and establish no contractual
relationship and no ancillary obligation under the purchase
contract. They do not relieve the Purchaser from his own responsibility
of checking the goods supplied by us for their suitability
for his intended use.
X. Purchaser's Liability
We have no means of verifying application,
use and processing of goods and this is therefore a matter
within the Purchaser's area of responsibility.
The Purchaser undertakes to hold us
harmless against all claims in damages by third parties
if by using or selling our goods he infringes their patents.
XI. Place of performance, place
of jurisdiction, applicable law
The place of performance and jurisdiction
is the vendor's seat. German courts are agreed to have
international jurisdiction. However, we are entitled to
pursue our claims in the customer's general place of jurisdiction
as well. This also applies to disputes concerning the
processing of documents, bills and checks.
All transactions including delivery
by Berlin Plastix Ltd. as well as contracts resulting
from such transactions are governed by German Law. The
applicability of the “UN Sale of Goods Law”
of April 11, 1980 is excluded.
Should individual provisions of this
contract or these GCS be or become invalid, the validity
of the other provisions shall not be affected in consequence.
Berlin Plastix Ltd.
Stromstrasse 1, 5th floor
D - 10555 Berlin, Germany
Tel.: +49 (0)30 - 39 88 14 50
Fax: +49 (0)30 - 39 88 14 51