T&C's:
OUR T&C
GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT CENA KUNSTSTOFF GMBH
Stand: January 2019
1. General provisions
1.1 All present and future deliveries and services are subject to the following terms and conditions. Deviations from or additions to them require our express written consent. Any terms and conditions of the Purchaser to the contrary are hereby rejected and shall not be binding on us even if the Purchaser excludes the validity of our terms and conditions in its terms and conditions of purchase and we do not object thereto.
1.2 General terms and conditions of the customer shall only apply insofar as we have expressly agreed to them in writing. Agreements are invalid unless we have confirmed them in writing.
1.3 CENA reserves its unrestricted property rights and copyrights to samples, cost estimates, drawings and other documents. The documents may only be made accessible to third parties with our prior consent. If an order is not placed with us, the documents must be returned to us immediately upon request.
1.4 Weights and dimensions stated in the catalogue and on the Internet have been carefully determined and illustrations carefully produced. The information is based on our current technical knowledge and experience. We expressly reserve the right to make improvements and changes of a technical nature. The information in the catalogue/internet is not binding and does not release the customer from checking the suitability of the delivery item for the respective purpose. In no case can liability for damages or disadvantages be derived from them.
2. Conclusion of contract
2.1 All offers and other information are always subject to change.
2.2 The scope of our services is determined solely by our order confirmation.
2.3 Verbal ancillary agreements, warranties of properties and changes, adjustments and modifications to the contract must be in writing to be effective. Any deviation from the written form requirement must also be in writing.
3. Prices and terms of payment
3.1 Prices are ex works excluding packaging and plus the applicable statutory VAT and respective material surcharges on the date of invoicing. We reserve the right to make reasonable price changes if circumstances arise after conclusion of the contract which make a price increase necessary.
3.2 The price basis for our brass metal articles is the metal quotation for MS 58 of EURO 155. If the metal quotation increases by EURO 13,- in each case, a surcharge of 5% shall be levied in each case.
3.3 The minimum order value for domestic orders is 30,- EURO, for orders within Europe 100,-EURO and for all other countries 200,- EURO plus additional costs. If the order value falls below these minimum order values, we will automatically increase the order value to the minimum order value for the respective country.
3.4 The customer may only set off claims that are undisputed or have been legally established. A right of retention for payments against us is excluded if the claims do not result from the same contractual relationship.
3.5 Unless otherwise agreed, invoices are due for payment immediately. Should a term of payment have been negotiated, the statutory default interest of 8 percentage points above the respective base rate shall be charged if the term of payment of 30 days is exceeded, subject to any further damage caused by default. In case of payment by bills of exchange, which are only accepted in payment after prior agreement, the buyer shall bear the costs, in particular discount and collection charges. Discount deduction is excluded in case of payment by bill of exchange.
3.6 In deviation from the general regulation in section 3.5, the following payment modalities shall apply to the delivery of tools: One third of the invoice amount shall be due upon placement of the order, one third upon presentation of the reference samples and one third 14 days after presentation of the initial sample. All prices for tools and services are payable net without discount.
3.7 In deviation from the above terms of payment, in individual cases a delivery may be made dependent on the advance payment of the customer or a certified proof of creditworthiness. In the case of new customers, we reserve the right to make cash on delivery shipments or advance payment.
4. Delivery and acceptance
4.1 The delivery period begins with the date of the order confirmation by CENA, if all documents, necessary approvals and releases to be provided by the customer are available to us or have been provided with the order confirmation. In the event of delays which lie within the sphere of the customer, the delivery period shall be extended appropriately. The reasonable extension of the delivery period in the event of delays shall apply equally to unforeseeable events which are beyond our control.
4.2 The delivery deadline shall be deemed to have been met if the consignment is ready for dispatch within the deadline and the customer has been notified of this. Partial deliveries on our part are always permissible.
4.3 The delivery weeks stated by us are non-binding unless expressly agreed in writing.
4.4 CENA has a right of retention with regard to further deliveries until all previous deliveries and services have been paid for. If circumstances become known before, during or after the conclusion of the contract which give rise to doubts about the creditworthiness and willingness to pay, security may be required. If the customer refuses to provide security, the supplier is entitled to withdraw from the contract.
4.5 It is not always possible to adhere to exact quantities for custom-made products. We therefore reserve the right to deliver up to 10% more or less than the ordered quantity in any case.
4.6 The Purchaser is obliged to accept the duly offered goods, even if there is a defect that is insignificant (article usable).
4.7 In the case of a framework agreement, we insist on the total acceptance of the agreed number of units within half a year or the specified acceptance period.
4.8 A delivery quality of 0.4 AQL shall be deemed agreed.
5 Shipping and transfer of risk
Shipment is always at the risk and expense of the recipient, even if prepaid delivery has been agreed. We accept no liability for damage, breakage or loss of the goods during transport. The risk shall pass to the buyer as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of dispatch. If shipment becomes impossible through no fault of our own, the risk shall pass to the buyer upon notification of readiness for shipment.
6. Default, impossibility and adjustment of the contract
6.1 We shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us - this also includes difficulties in procuring materials that occur subsequently, operational disruptions, strikes, lock-outs, shortages of personnel, shortages of means of transport, official directives, etc. that also occur at our suppliers or sub-suppliers - even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service 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 not yet fulfilled. If the impediment lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled.
6.2 If we are responsible for non-compliance with bindingly agreed deadlines and dates or if we are in default, the Buyer shall be entitled to interest on arrears in the amount of 0.5% for each full week of default, but not more than a total of 5% of the invoice value of the deliveries and services affected by the default.
6.3 Claims for damages due to delay in delivery as well as claims for damages instead of performance which go beyond the agreements of the conditions stated in Clause 6.2 are excluded. The purchaser's right to withdraw from the contract shall only exist if we are responsible for the delay. Any further claims are excluded unless the delay is due to at least gross negligence.
6.4 In the event of impossibility of performance for which we are responsible, the customer shall be entitled to claim damages. However, this shall be limited to 10% of the value of the service which is impossible.
7. Warranty
7.1 The warranty period begins on the date of delivery. If operating or maintenance instructions are not followed, changes are made to the products, own attempts to rectify defects are made, parts are replaced, any warranty shall lapse. The purchaser must notify us in writing of any defect without delay, at the latest, however, within one week of receipt of the delivery item. If the buyer fails to notify us of such an obvious defect, any warranty claims against us shall be excluded. This shall naturally apply to defects which can be noticed within this period upon careful inspection.
7.2 Defects which cannot be discovered within this period even after careful inspection must be notified to us in writing immediately after discovery. Warranty claims in these cases shall also be excluded if they have not been notified in writing within one week of knowledge.
7.3 In the event of justified notices of defect, we shall have the right to two attempts to rectify the defect, but may alternatively also provide a replacement at our own discretion. Within the scope of the justification of the notice of defects, the warranty with regard to necessary ancillary costs, such as freight costs, shall be free of charge for the buyer. However, this shall not apply if, at the express request of the buyer, an inspection, meeting, examination or similar takes place at the buyer's place of business. These costs shall be reimbursed by the buyer even if the notice of defects is justified. If we receive goods returned to us at our request in response to a notice of defects by the buyer or if the buyer returns goods to us without consultation, we shall accept the goods solely for the purpose of examining the notice of defects. Acceptance of the goods for the purpose of examining the notice of defects shall not be deemed to be an acknowledgement of the notice of defects. If the buyer returns goods to us without being requested to do so and if the complaint turns out to be unfounded, the goods do not have to be handed over to him again. The goods shall then remain with us at the buyer's risk. If the attempts to rectify the defect fail after a reasonable period of time, the buyer may, at his discretion, demand withdrawal from the contract or a reduction in price.
7.4 In general, we do not assume any reworking in other companies. We shall only bear the costs of return shipments to the purchaser's factory.
7.5 Claims for defects shall become statute-barred after 12 months. Excluded from this limitation period are services for which longer limitation periods are mandatory by law.
7.6 Liability for ordinary wear and tear is excluded. Only the buyer is entitled to warranty claims and these are not assignable. Any further warranty claims are expressly excluded with the exception of such claims for compensation resulting from warranties of quality which were intended to protect the buyer against the risk of consequential damage. The prerequisite for this is, however, the written assurance of properties.
8. Retention of title
8.1 The deliveries shall remain the property of CENA until all claims to which CENA is entitled against the customer have been fulfilled, 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) shall be regarded as security for the supplier's balance invoice. If, in connection with the payment of the purchase price, a bill of exchange liability of CENA is established, the retention of title shall not expire before the bill of exchange is honoured by the buyer as drawee.
8.2 A treatment or processing by the customer takes place under exclusion of the acquisition of ownership according to § 950 BGB (German Civil Code) on behalf of CENA; the latter becomes co-owner of the object thus created according to the ratio of the net invoice value of its goods to the net invoice value of the goods being treated or processed, which serves as reserved goods to secure the claims of CENA according to paragraph 1.
8.3 In the event of processing (combination/mixing) with other goods not belonging to CENA by the customer, the provisions of § 947, 948 BGB apply with the consequence that CENA's co-ownership share in the new item is now deemed to be the reserved item within the meaning of these conditions.
8.4 The purchaser is only permitted to resell the goods subject to retention of title in the ordinary course of business on condition that he also agrees a retention of title with his customers in accordance with paragraphs 1 to 3. The customer shall not be entitled to dispose of the goods subject to retention of title in any other way, in particular by pledging them or assigning them as security.
8.5 In the event of resale, the customer hereby assigns to CENA all claims and other claims against his customers arising from the resale, including all ancillary rights, until all claims of CENA have been satisfied. At our request, the customer is obliged to provide us with all information and hand over all documents which are necessary for the assertion of our rights against the customers of the customer.
8.6 If the goods subject to retention of title are resold by the customer after processing in accordance with paragraph 2 and/or 3 together with other goods not belonging to CENA, the assignment of the purchase price claim in accordance with paragraph 5 only applies to the amount of the invoice value of the goods subject to retention of title of CENA.
8.7 If the value of the securities existing for CENA exceeds its total claims by more than 10 %, CENA shall be obliged, at the request of the customer, to release securities to this extent at CENA's discretion.
8.8 CENA must be notified immediately of seizures or confiscations of the reserved goods by third parties. Intervention costs arising from this shall in any case be borne by the customer, insofar as they are not borne by third parties.
8.9 If CENA makes use of its retention of title in accordance with the above provisions by taking back goods subject to retention of title, we are entitled to sell the goods on the open market or have them auctioned. The taking back of the goods subject to retention of title shall be effected at the proceeds obtained, at the most, however, at the agreed delivery prices. We reserve the right to assert further claims for damages, in particular loss of profit.
9. Tools
9.1 The price for moulds also includes the costs for one-time sampling and initial sample test report CENA, but not the costs for testing and processing devices as well as for changes initiated by the customer. Costs for further sampling, special entries for which the supplier is responsible shall be borne by the supplier.
9.2 Unless otherwise agreed, CENA shall be and remain the owner of the moulds produced for the Customer by CENA itself or by a third party commissioned by it. Moulds are only used for orders of the customer as long as the customer fulfils his payment and acceptance obligations. CENA's obligation to store the moulds expires two years after the last delivery of parts from the mould and prior notification of the customer.
9.3 If, as agreed, the purchaser is to become the owner of the moulds, ownership shall pass to him after payment of the purchase price for them. The handing over of the moulds to the customer is replaced by the storage for the benefit of the customer. Irrespective of the legal right of surrender of the customer and of the life of the moulds, CENA is entitled to their exclusive possession until the termination of the contract. CENA must mark the moulds as third-party property and insure them at the customer's request and expense.
9.4 In the case of moulds belonging to the orderer in accordance with paragraph 3 and/or moulds provided by the orderer on loan, the liability of CENA with regard to storage and care is limited to the care as in its own affairs. Costs for maintenance and insurance shall be borne by the customer. The obligations of CENA expire if, after completion of the order and corresponding request, the customer does not collect the moulds within a reasonable period. As long as the customer has not fulfilled his contractual obligations to the full extent, CENA is in any case entitled to a right of retention to the moulds.
10. Right of revocation/right of withdrawal
a) The regulations of the German Commercial Code (HGB) apply to entrepreneurs, merchants, companies and public institutions.
b) applies to private individuals: Until your order has been delivered, you have the right to cancel your purchase at any time without giving reasons, unless otherwise agreed in writing. If you wish to cancel an order, simply send a fax to Tel.: +49 6452 9334-44 stating your name and the product concerned. If you have already paid (e.g. by prepayment), you will be refunded the amount paid. You are no longer bound to your order if you revoke it within a period of one month. The revocation must be made in writing, by letter, fax or by returning the item/goods to the address below within one month. Timely dispatch is sufficient to meet the deadline. The revocation period for the delivery of goods begins on the day the goods are received by the recipient. When returning goods, please always state your name, customer number and invoice number. Payments already made will be refunded. Exceptions to the right of withdrawal: Goods that have been made according to your wishes or are clearly tailored to your personal wishes/needs are excluded from revocation. Compensation for depreciation: If you return damaged or used goods, the legally permissible amount will be deducted in accordance with §357 BGB (German Civil Code); you can avoid this by merely checking the function of the goods and returning them complete, without avoidable signs of use and in the original packaging. Costs of the return The return costs for a value of goods up to 40.00 euros shall be borne by the buyer / consumer. The return costs for a value of goods over 40.00 euros will be reimbursed to the buyer / consumer. The reimbursement of the return costs shall only be in the amount of a standard postal consignment. Costs for the use of other modes of transport than the postal service will not be reimbursed. To meet the deadline, a corresponding written request for return on a durable data medium (letter/fax) without stating reasons within the deadline is sufficient. All returns must be accompanied by a copy of the invoice and marked "revocation". To meet the deadline, it is sufficient to send the goods in good time to the address given below.
11. Industrial property rights and copyrights
For documents, objects, data, data carriers and the like which have been handed over by us for the purpose of performance, the customer shall be responsible for ensuring that the property rights of third parties are not affected thereby. We shall point out to the customer any existing rights of third parties. The customer shall indemnify us against any claims of third parties in order to compensate us for any damage suffered. Documents, objects, data, data carriers and the like provided to us shall be returned on request against reimbursement of the costs. If no request for return is made within three months of conclusion of the contract, we shall be entitled to destroy them in compliance with data protection laws.
12. Data protection
By concluding the contract, the customer agrees that all necessary data from the legal relationship will be stored by us. We use the inventory data exclusively for processing the order. All customer data is stored and processed by us in compliance with the relevant provisions of the Federal Data Protection Act (BDSG) and the Teleservices Data Protection Act (TDDSG). The customer has the right to free information, correction, blocking and deletion of his stored data at any time. This request should be made by post or fax. We do not pass on your personal data, including your home address and e-mail address, to third parties without your express consent, which can be revoked at any time. Exceptions to this are our service partners who require the transmission of data for order processing (e.g. the shipping company commissioned with the delivery and the credit institution commissioned with the payment processing). In these cases, however, the scope of the transmitted data is limited to the necessary minimum. We use technical and organisational security measures to protect your data managed by us against accidental or intentional manipulation, loss, destruction or against access by unauthorised persons.
13. Liability
Claims for damages on the part of the customer, in particular for breach of obligations arising from the contractual obligation and from tortious acts, irrespective of the legal grounds, are excluded. This does not apply insofar as liability is mandatory by law. This limitation of liability shall apply to the same extent to the Supplier's vicarious agents and assistants. The Purchaser's claims for damages shall become statute-barred after 12 months. In cases of liability based on the Product Liability Act, the claims for damages shall become statute-barred in accordance with the statutory provisions.
14 Exclusion of liability
14.1 Content of the online offer. The author accepts no responsibility for the topicality, correctness, completeness or quality of the information provided. Liability claims against the author relating to material or non-material damage caused by the use or non-use of the information provided or by the use of incorrect or incomplete information are excluded as a matter of principle, insofar as there is no demonstrable intentional or grossly negligent fault on the part of the author. All offers are subject to change and non-binding. The author expressly reserves the right to change, supplement or delete parts of the pages or the entire offer without separate announcement or to discontinue publication temporarily or permanently.
14.2 References and links. In the case of direct or indirect references to external websites ("hyperlinks") that lie outside the author's area of responsibility, a liability obligation would only come into force if the author had knowledge of the content and it would be technically possible and reasonable for him to prevent use in the case of illegal content. The author hereby expressly declares that at the time the links were created, no illegal content was discernible on the linked pages. The author has no influence on the current and future design, content or authorship of the linked pages. For this reason, he hereby expressly distances himself from all contents of all linked pages that were changed after the link was created. This statement applies to all links and references set within the author's own Internet offer as well as to external entries in guest books, discussion forums, link directories, mailing lists and all other forms of databases set up by the author to which external write access is possible. Liability for illegal, incorrect or incomplete content and in particular for damage arising from the use or non-use of such information lies solely with the provider of the page to which reference is made, and not with the person who merely refers to the respective publication via links.
15 Place of performance, place of jurisdiction and applicable law
Place of performance for deliveries and payments is Battenberg. The place of jurisdiction is the place of the ordinary courts having jurisdiction for the seller (local court Frankenberg/ Marburg). This shall also apply to disputes if the Purchaser is a merchant. German law shall apply exclusively to all legal relationships established by the deliveries to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
16. Final provision
Even in the event of legal invalidity of individual contractual points of our General Terms and Conditions of Delivery and Payment, the remaining parts of the contract shall remain legally binding.
CENA-Kunststoff GmbH
Am Bahnhof 4
35088 Battenberg/Eder
Tel.: +49 6452 9334-0
Fax: +49 6452 9334-44