General Terms and Conditions
1. Conclusion and Terms of Agreement
Our written order confirmation in connection with these General Delivery and Payment Terms and Conditions (Allgemeine Lieferungs- und Zahlungsbedingungen (ALZB)) is authoritative for all agreements. This also applies to sales transacted by representatives or other legal transactions. The purchase terms of the purchaser (hereinafter referred to as “Customer”) are not binding upon us, even if we do not expressly object to these and the Customer does not expressly consent to our General Delivery and Payment Conditions. Upon acceptance of our offer, the Customer declares his consent to these General Delivery and Payment Terms and Conditions. Revocation or amendments of or subsidiary agreements to the Agreement require our written confirmation. The rights of the Customer arising from the Agreement may only be transferred with our prior consent. The invalidity of individual parts of the Agreement does not affect the legal validity of the rest of the Agreement, coverage with raw materials and foreign currencies are reserved, i.e., we are only obligated to deliver to the extent that coverage of the raw materials necessary for manufacture is possible at the prices valid on the day (date) of the order confirmation. Special agreements are required for delivery to other countries. We are not obliged to ship goods sold within the country to other countries and vice versa. Calculations of all weight declarations in offers and order confirmations are theoretical and are not binding.
2. Offer Prices
The offer prices are non-binding and are rendered in Euros and are, if not stated otherwise, prices that do not include VAT; they only become binding when we confirm the order. Binding offers are only rendered after relevant submissions are submitted, otherwise the offers are only approximate suggested prices. If the goods are delivered more than three months after conclusion of the agreement, we may correct these prices if the basis of calculation has verifiably changed in the meantime, in particular if the prices of raw materials increase.
3. Payment Terms and Conditions
The invoice (net price plus VAT) will be issued on the day the goods are or the partial order is shipped. The payment deadline for invoices is based on the conditions specified in the offer and order confirmation. Bills of exchange will only be accepted as payment in accordance with previous special agreements and then solely on account of performance. The Customer shall bear interest and costs for discounting or collection of bills of exchange. The date of receipt of all payments is considered the day on which the amount due is available to us. In case payment is in arrears, interest in the amount of 5 percent over the particular bank market rate must be paid. If the aforementioned payment terms and conditions are modified to the benefit of the Customer, he must pay the entire credit and other costs. In the case of a contractually agreed cash discount, the basis for assessment is the entire invoice amount (including VAT). Discounts are conditional on payment made by the due date; i.e., they are inapplicable in cases of late payment. We have the right to request that the Customer provides security or makes advance payment if there is a threat to the pecuniary claim after acceptance of the order. In case payment is in arrears and in case of justified doubt in the ability to pay or the creditworthiness of the Customer, we have the right to request advance payments for outstanding deliveries and to require that all claims arising from the business relationship become due and payable. In this case, our obligations to perform shall be stayed until the Customer has met all payment obligations. For larger orders, we have the right to issue interim invoices and request partial payments. Partial payments are also subject to the above-mentioned payment conditions. In cases of export transactions, the payment conditions will be specifically stipulated in written form. All accounts receivable we invoice are immediately due and payable if the Customer applies for bankruptcy proceedings or is declared insolvent in some other manner.
are considered ex-works, insofar as nothing else has been agreed. The shipping is rendered at the risk and expense of the Customer.
5. Delivery Deadlines/Delivery Dates
a. Delivery deadlines begin as of the date of our order confirmation, however not before complete clarification of all details of the order; the same shall apply to delivery dates.
b. For compliance with the delivery deadlines and dates, the point in time of shipping ex-works is authoritative. If the goods cannot be shipped in due time through no fault of ours, the delivery deadlines and dates are considered satisfied upon notification of readiness for shipment.
c. If we are hindered in fulfilling our obligations due to the occurrence of unforeseen events that concern us or our subcontractors and which we were unable to prevent with reasonable diligence according to the circumstances of the case, e.g., war, intervention from higher authorities, civil unrest, natural disasters, accidents, other interruptions of operations and delays in delivery of essential supplies or basic materials, the delivery time is extended by the period of the delay and a reasonable preparatory period. If we are unable or it becomes unreasonable for us to make the delivery due to the hindrance, we may withdraw from the agreement; the Customer has the same right if acceptance of the delay is unreasonable for him. In any case, strikes or lockouts are also considered hindrances for which we are not responsible in terms of this paragraph.
d. The right to withdraw from an agreement to which the Customer or we are entitled according to paragraph 4 extends in principle only to the part of the agreement that has not yet been fulfilled. However, if partial deliveries that have been rendered are not usable for the Customer, he has the right to withdraw from the entire agreement.
6. Delays in Delivery
In any case of delays in delivery for other reasons, the Customer first has the right to exercise the rights to which he is entitled according to these General Delivery and Payment Terms and Conditions after a reasonable grace period.
7. Delay in Acceptance
If the Customer delays acceptance, we are entitled to the rights in accordance with § 326 German Civil Code (Bürgerliches Gesetzbuch). Instead, we are also entitled to only partially withdraw from the agreement and to request indemnification for the other part. If the Customer does not promptly accept the delivery within a reasonable period after notification of completion or upon announcement of shipping, or if shipping is impossible for a longer period due to circumstances for which we are not responsible, we have the right to either store the delivery ourselves or to store it with a shipping agent at the expense and risk of the Customer.
8. Retention of Title
We retain the title to the delivered goods until the purchase price has been paid in full. After withdrawal from the agreement has occurred, we have the right to demand delivery of the delivered goods on the basis of this reservation of title (§ 449 para. 2 German Civil Code). If the goods are used as packaging or merchandise or further processed as packing material, the supplier’s title is not discharged thereby. The supplier becomes title holder or co-holder of the new thing in relation to the accounting of his goods subject to retention of title to the packed goods or the manufactured packaging. As the indirect owner of the goods subject to retention of title, we have the right to enter the business or storage premises of the Customer at any time. If the Customer breaches his duty, in particular if payment is in arrears, we have the right to demand the release of the delivered items without setting a deadline; the Customer is obligated to release these. The demand for release of the delivered items is not a notice of cancellation on our part, unless this is expressly stated.
Immediately upon arrival at the place of destination, the goods must be examined and handled with the diligence of a prudent businessman. Objections are permitted within one week after receipt of the goods. The obligation of the Customer to examine the delivered goods also exists if samples have been sent. Defects in a part of the delivery cannot lead to an objection to the entire delivery. The Customer can only demand a reduction, but not cancellation of the agreement or indemnification. We have the right to rectify the defect or provide a substitute delivery. Hidden defects that cannot be found upon immediate examination may only be asserted against us if TFA receives notification of defects within 2 months after the goods have left the factory. Consequential damages to which there is a causal relationship to the delivered goods will not be assumed and recognized.
10. Overdelivery and Underdelivery
Generally, the full stipulated order amount will be delivered. The Customer is obligated to recognize an excess or short performance of the ordered run of up to 10 percent. In addition, if we procured the material based on the terms of delivery of the respective trade associations, the percentage of the overdelivery and underdelivery increases up to their tolerance threshold.
11. Print Approvals
The Customer must examine the galley proofs and press proofs and return them to us as ready for press. We are not liable for mistakes that are overlooked by the Customer. Amendments submitted by telephone require written confirmation.
12. Limitation of Liability
In principle, our liability is limited to damages that are unforeseeable and typical for the agreement. We are solely liable for damages caused intentionally or through gross negligence. This limitation does not apply to cases in which persons are injured. Claims for damages usually become statute-barred after two years as of the date on which the obligee becomes aware that damages have occurred, at the latest three years after the damaging event. We guarantee that our deliveries are free of defects for a period of 12 months. This time period begins at the time the goods are delivered to the Customer. Within the scope of the guarantee, we limit our obligations at our discretion to rectification of the defect and/or providing a substitute delivery. Liability for consequential damages due to defects, as well as lost income, is excluded. The contractual parties reserve the right to withdraw from the agreement after attempting and failing to rectify the defect or provide a substitute delivery.
Packaging is determined by the order confirmation; pallets, covering boards, wooden crates and such things shall remain our property. The Customer must make returns in good condition by a reasonable deadline. The Customer shall bear the shipping costs. Pallets that are not returned or which are returned in damaged condition will be invoiced at the current replacement price. The Customer shall dispose of packaging materials used to protect the products such as protective film, paper, pallet straps, etc. at his own expense.
14. For Storage of Finished Products
a written agreement is required, in which case we have the right to issue a separate invoice for the storage costs. This applies to storage at the Tec-Folien-Allgäu GmbH factory and also to third-party storage.
15. Verbal Agreements
require written confirmation in order to be binding.
16. Place of Performance and Jurisdiction
Place of performance for delivery and payment, as well as the jurisdiction for all legal disputes arising from this Agreement, including summary enforcement of bills of exchange and proceedings restricted to documentary evidence, is Memmingen, Germany.