Terms and Conditions of Sale and Delivery of INB® System GmbH & Co KG

2018-01-01

• 1. Subject of the Terms, Scope

• For all deliveries of INB® System GmbH & Co KG, the following conditions apply exclusively. They are part of all offers from INB® System GmbH & Co KG and agreements with INB® System GmbH & Co KG, in the case of a permanent business relationship also for all future business. Different terms and conditions of the customer only apply if they are supported by an INB® System GmbH & Co KG have been confirmed in writing by a person authorized to represent. This also applies if INB® System GmbH & Co KG has not expressly objected to the different terms or the customer has made reference to different terms in his order.

• 2. Conclusion of contract

1. • 2.1 All offers from INB® System GmbH & Co KG are subject to change. Contracts only come into effect with the order confirmation or the execution of the order by INB® System GmbH & Co KG.
   • 2.2 All information on delivery and service items in catalogues, brochures, circulars, advertisements, illustrations and price lists etc. merely represent descriptions, markings or guideline values, unless something is clear from the order confirmation different results. Insignificant deviations from catalogs etc. or goods delivered earlier remain reserved.
   • 2.3Ancillary agreements or changes to these terms and conditions must be in writing.

• 3. Scope of services

• The exact scope of services results from the order confirmation / invoice of INB® System GmbH & Co KG

• 4. Disruption of the business basis
  • 4.1 If circumstances have changed significantly after the conclusion of the contract or if unforeseeable events such as force majeure, in particular mobilization, war, riots, boycotts or disruptions to operations, strikes and lockouts, official intervention, energy supply difficulties, difficulties have an impact in the procurement of materials, the manufacture or procurement of the delivery goods, the INB® System GmbH & Co KG can request the adjustment of the contract or, at their option, withdraw from the contract.
  • 4.2 The customer is aware that the products of INB® System GmbH & Co KG are predominantly made from recycled raw materials, in particular from the collection of the dual system in Germany. In the event that the legal basis for the establishment and implementation of the dual system in Germany no longer applies, in particular the determination notices of the federal states are revoked in full or in essential parts, and the manufacturer Hahn Kunststoffe GmbH, building 1027, 55483 Hahn-Flughafen therefore no longer has sufficient quantities of raw material, INB® System GmbH & Co KG entitled to withdraw from the contract. The same applies in the event that sufficient quantities of recycled PVC are no longer available on the market or are only available without additional payments.
  • 4.3 If, after conclusion of the contract, INB® System GmbH & Co KG, INB® System GmbH & Co KG require payment in advance or withdraw from the contract. All claims by INB® System GmbH & Co KG are to be fulfilled immediately and in full by the customer in this case, without prejudice to agreed payment terms.
  • 4.4 If wage and/or material costs increase not only insignificantly after the conclusion of the contract, INB® System GmbH & Co KG adjust the delivery price appropriately or, if the customer objects to the delivery price increase, withdraw from the contract.
• 5. Prices, Terms of payment, late payment, offsetting
  • 5.1 The prices stated in the order confirmation refer to the delivery goods ex works Hahn Kunststoffe GmbH excluding packaging and transport. In particular, the customer bears the costs for transport insurance. If the customer places special requirements on the packaging, these must be agreed separately in writing.
  • 5.2 All prices are exclusive of VAT applicable at the time of delivery.
  • 5.3 The payment is due within 7 days, but no later than upon delivery. INB® System GmbH & Co KG is entitled to demand interest of 8% above the base interest rate from the 31st calendar day after the due date. The right to claim a higher damage caused by default remains unaffected.
    If the customer defaults in payment, even for just part of an invoice, all claims of INB® System GmbH & Co KG against the customer is due immediately. Furthermore, INB® System GmbH & Co KG is also entitled, in the event of the customer’s default, to prohibit the use of the delivered items and to take possession of them again at any time without waiving his claims, whereby the customer waives the objection of disturbance of possession. Does the INB® System GmbH & Co KG asserts the retention of title or does INB® System GmbH & Co KG is in possession of the delivered goods, this only counts as a withdrawal from the contract if INB® System GmbH & Co KG expressly declares the withdrawal in writing. Any costs associated with the removal of goods shall be borne by the customer. INB® System GmbH & Co KG is also entitled, without prejudice to the customer’s payment obligation, to sell the returned goods privately or by public auction. The proceeds will be credited to the customer. If INB® System GmbH & Co KG withdraws from the contract, in addition to compensation for the use of the goods, the customer shall also be entitled to claim any impairment in value, including the total loss, including lost profits of INB® System GmbH & to replace Co KG. INB® System GmbH & Co KG can claim 10% of the sales price as lost profit without proof.
  • 5.4 Should INB® System GmbH & Co KG outside of the Federal Republic of Germany have to take extrajudicial or judicial measures against the customer in order to enforce the fulfillment of his contractual claims, the customer is obliged to bear all extrajudicial and judicial costs plus attorney’s fees that would have to be reimbursed according to German substantive or procedural regulations, to replace. A customer based outside of the Federal Republic of Germany accepts these conditions when placing the order.
  • 5.5 The purchaser may only offset undisputed or legally established claims or assert a right of retention based on them.
  • 5.6 If payment in installments has been agreed and the customer is only in arrears with part of an installment, the remaining amount is due immediately.

• 6. Delivery times, default

• Delivery times are always approximate and non-binding. The start of the process presupposes that all technical questions have been clarified, that the customer’s obligations to cooperate have been fulfilled in good time and in full, and that the terms of payment have been complied with – also with regard to other orders. If these requirements are not met, the deadlines are reasonable, but at least extended by the period of the delay. INB® System GmbH & Co KG is not responsible for unforeseen difficulties in procuring material, labour, means of transport and energy, broken tools, force majeure, in particular mobilization, war, riots, boycotts, strikes and lockouts. If the purchaser of INB® System GmbH & Co KG after the onset of default, he is entitled to withdraw from the contract after the deadline has expired or, if the default is due to gross negligence or intent on the part of INB® System GmbH & Co KG is entitled to claim damages instead of performance. § 286 paragraph 2 BGB is waived. The customer has no further claims.

• 7. Delivery
  • 7.1 Deliveries are made without transport insurance ex works Hahn Kunststoffe GmbH or location of INB® System GmbH & Co KG. The transport risk is at the expense of the customer, even if delivery free shipping point has been agreed, or delivery with own vehicles from INB® System GmbH & Co KG takes place. INB® System GmbH & Co KG.
  • 7.2 If the customer does not accept the goods within 8 working days after notification of the availability of the goods or if the customer informs INB® System GmbH & Co KG does not provide the shipping address within this period or if the call is not made in the case of call orders, INB® System GmbH & Co KG is entitled to demand immediate payment of its delivery claims and storage fees to a reasonable extent. INB® System GmbH & Co KG is also entitled to withdraw from the contract. In the case of orders on call without an agreement on the delivery time, the goods must be accepted no later than three months after confirmation of the order.

• 8. retention of title
  • 8.1 ie INB® System GmbH & Co KG retains ownership of the goods delivered to the customer until all costs arising from the business relationship between INB® System GmbH & Co KG and the customer at the time of delivery existing or later arising claims from the contractual relationship; when paying by check or bill of exchange until they are honoured. The inclusion of individual claims in a current account as well as the drawing of balance and their recognition do not affect the retention of title.
  • 8.2 The customer is entitled to resell the reserved goods in normal business transactions. However, he is not permitted to pledge, transfer ownership or assign by way of security. The customer is obliged to respect the rights of INB® System GmbH & Co KG as a conditional seller in the resale of conditional goods on credit. The claims of the customer from the further The purchaser shall notify INB® System GmbH & Co KG from; INB® System GmbH & Co KG accepts this assignment. Notwithstanding the assignment and right of collection by INB® System GmbH & Co KG, the customer is entitled to collect as long as he meets his obligations to INB® System GmbH & Co KG and the remuneration claim of INB® System GmbH & Co KG is not endangered. At the request of INB® System GmbH & Co KG to provide the information required for collection about the assigned claims and to notify his debtors of the assignment. The purchaser accepts any treatment or processing of the reserved goods for INB® System GmbH & Co KG without INB® System GmbH & Co KG is obligated from this. When processing, connecting, mixing and blending of reserved goods with others, not belonging to INB® System GmbH & Co KG, INB® System GmbH & Co KG the resulting co-ownership share in the new item in the ratio of the delivery value of the reserved goods to the other processed goods at the time of processing, connection, mixing or blending. If the customer acquires sole ownership of the new item, there is agreement with INB® System GmbH & Co KG that the customer INB® System GmbH & Co KG grants co-ownership of the new item in relation to the delivery value of the processed or combined, mixed or blended reserved goods and sells them to INB® System GmbH & Co KG kept. If the reserved goods are resold together with other goods, regardless of whether they are processed, combined, mixed or blended, the advance assignment is limited to the delivery value of the reserved goods.
  • 8.3 If the value of the fuses exceeds the requirements of INB® System GmbH & Co KG by more than 20%, INB® System GmbH & Co KG will release securities at its discretion at the request of the customer.
  • 8.4 The purchaser of INB® System GmbH & Co KG immediately and the INB® System GmbH & Co KG to provide the documents necessary for an intervention.
  • 8.5 As soon as the buyer has stopped making payments or an application has been made to open insolvency proceedings against his assets, the buyer is obliged to immediately provide the seller with a list of the remaining goods subject to retention of title, even if they have been processed , and to send a list of the claims on the third-party debtors together with copies of the invoices. The buyer grants the seller an irrevocable right of access to all storage rooms at any time in order to enable an inventory and a possible labeling of the seller’s goods.
  • 8.6 In addition, the customer is obliged to return goods that INB® System GmbH & Co KG sole or joint ownership is to be adequately insured against all property risks. The insurance cover is the INB® System GmbH & Co KG to be proven on request.
  • 8.7 In the event of default by the customer or in the event of a significant breach of the customer’s duties of care and custody, INB® System GmbH & Co KG as a withdrawal from the contract, unless INB® System GmbH & Co KG expressly declares its withdrawal.

• 9. Obligation to examine and give notice of defects
  • 9.1 The customer must inspect the delivered goods immediately after delivery, in particular with regard to completeness. INB® System GmbH & Co KG immediately by registered letter in a comprehensible manner.
  • 9.2 Defects that cannot be identified during a proper inspection must be reported to INB® System GmbH & Co KG within 7 working days after their determination in compliance with the above Complaint requirements are communicated. In the event of a breach of the obligation to examine and give notice of defects, warranty claims based on the defect in question are excluded. § 377 HGB applies additionally.
  • 9.3 Transportation damage must be certified on the spot by the carrier and must also be settled with the carrier. The liability of INB® System GmbH & Co KG is excluded.

10. defects
• 10.1 De INB® System GmbH & Co KG purchases products made from recycled (mixed) plastics and has them manufactured on a contract basis. These materials are not homogeneous. They contain a wide variety of plastic components and other impurities. Despite constant quality controls, the mechanical characteristics of the processed recyclates in particular are subject to strong fluctuations due to the fluctuating composition of the starting material. This also applies to the varying content of foreign matter (metal inclusions, technical plastics that have not melted, etc.), which means that the individual weight and color of the products can vary. The customer is aware of these fluctuations. He expressly approves this. None of these raw material peculiarities are considered defects. Samples and samples available from the customer can therefore only be used as examples of quality.
• 10.2 The exclusion of deviations customary in the industry requires an express written agreement. The same applies to any guarantees. Minor, insignificant deviations in the delivered goods, in particular with regard to dimensions and colours, compared to product samples, catalogues, brochures and price lists etc. or goods delivered earlier are not considered defects. The customer must check for himself whether the goods ordered are suitable for the intended purpose. Unsuitable goods are only defective if INB® System GmbH & Co KG has confirmed the suitability to the customer in writing. The wear and tear of wearing parts in the context of normal traffic does not constitute a defect.
• 10.3 INB® System GmbH & Co KG is entitled to deliver 10% more or less of the ordered goods.

• • 10.4 If assembly, installation, sales, user or maintenance instructions are not followed, changes are made to the delivered goods, parts are replaced or materials or cleaning or care products are used that do not meet the specifications of the INB® System GmbH & Co KG, claims for defects only exist if the customer provides evidence that the defect was not caused by this, but was already present at the time of the transfer of risk.
  • 10.5 If newly manufactured goods have not yet been delivered to a consumer, INB® System GmbH & Co KG has the choice of remedying the defects by rectification or redelivering the delivery item or parts of the delivery item. If subsequent deliveries or improvements fail, the customer can only demand a reduction in payment or, at his option, withdraw from the contract. However, the right of withdrawal and a possible claim for damages instead of performance according to Section 12 of these provisions only exist if the defect is not insignificant.
  • 10.6 If newly manufactured goods have already been delivered to a consumer, the customer is generally entitled to assert one and only those claims for defects against INB® System GmbH & Co KG, which his customer has asserted against him. This does not apply insofar as the purchaser vis-à-vis his customer INB® System GmbH & Co KG has taken on an uncoordinated obligation as a gesture of goodwill. The customer is the INB® System GmbH & Co KG is not entitled to withdraw from the contract if he had to take back the goods because he did not properly fulfill his obligation to provide supplementary performance, in particular because he culpably let a deadline set for supplementary performance elapse.
  • 10.7 INB® System GmbH & Co KG only obligated insofar as the customer INB® System GmbH & Co KG immediately informed in writing of the consumer’s request for supplementary performance, the INB® System GmbH & Co KG of the intended type of supplementary performance and the approximate costs involved and INB® System GmbH & Co KG has not objected immediately. The customer is obliged to accept suggestions from INB® System GmbH & Co KG, which means a cheaper variant of supplementary performance.
  • 10.8 The warranty for used delivered goods is excluded except in the case of guarantee, fraudulent intent or another agreement.
  • 10.9 Does the INB® System GmbH & Co KG non-performance-related obligations according to § 241 paragraph 2 BGB, the customer only has a right of withdrawal and a claim for damages instead of performance beyond the legal requirements if the customer INB® System GmbH & Co KG has previously warned in writing and the breach of duty has nevertheless not been omitted.
  • 10.10 Claims for defects in the case of newly manufactured delivered goods become time-barred within one year. For the rest, §§ 444 and 479 BGB remain unaffected.
  • 10.11 If a defect cannot be identified after the customer has complained, the customer must bear the troubleshooting costs.

11. Limitation of Liability, Compensation for Damages
• 11.1 § 444 BGB, claims for damages due to injury to life, limb and health as well as claims under the Product Liability Act remain unaffected by the limitations of liability specified below.
• 11.2 Has INB® System GmbH & Co KG negligently violates an obligation that is essential for the fulfillment of the purpose of the contract, the liability is limited to the typical damage in comparable transactions of this type, which was foreseeable at the time the contract was concluded or at the latest when the breach of duty was committed.
• 11.3 Claims for damages are otherwise excluded.
  In particular, INB® System GmbH & Co KG is not liable for damage caused to the delivery item itself, nor for consequential damage of any kind, nor is INB® System GmbH & Co KG for lost profit or other financial losses of the customer.
• 11.4 The above exemption from liability does not apply if INB® System GmbH & Co KG or its vicarious agents act with intent or gross negligence.
• Warranty and damage claims of the customer that go beyond those specified in these terms and conditions are excluded, regardless of the type and legal basis.
• 11.5 The above limitations of liability apply in the same way to claims in tort by the customer.
• 11.6 The liability of vicarious agents of INB® System GmbH & Co KG is limited in the same way.

12. Statute of limitations
• Unless otherwise stipulated in these terms and conditions, the limitation period for claims against INB® System GmbH & Co KG directed claims that are not based on one of INB® System GmbH & Co KG attributable to intentional conduct, one year.

13. Final Provisions
• 13.1 INB® System GmbH & Co KG may use third parties to fulfill its obligations.
• 13.2 German law applies, the UN Sales Convention is waived. The contract language is German.
• 13.3 The customer agrees that INB® System GmbH & Co KG stores and processes personal data and that he does not receive notification of this in individual cases.
• 13.4 If one of these provisions is or becomes wholly or partially invalid or unenforceable, a provision that comes closest to the economic purpose shall apply in place of this provision. The validity of the remaining provisions remains unaffected.
• 13.5 Exclusive place of jurisdiction in relation to registered traders and legal entities under public law or special funds under public law is for all disputes arising from legal relationships between INB® System GmbH & Co KG and the customer the place of business of INB® System GmbH & Co KG or at the choice of INB® System GmbH & Co KG is the place of residence of the customer.
• 13.6 Unless otherwise stated in the order confirmation, the place of performance is the place of business of INB® System GmbH & Co KG