The following conditions apply only to merchants if the contract is part of the operation of their commercial trade, legal persons under public law or special funds under public law.
2.1. Offers that are not referred to as fixed offers are subject to change. Orders become binding with regard to the type and scope of the delivery only by the order confirmation of Green Tera Protect GmbH (short called GREEN TERA PROTECT). Objections to order confirmations must be received by us in writing immediately, at the latest within eight days after the date of issue. Changes and additions must be made in writing.
2.2. By placing an order, the customer agrees that our General Terms and Conditions in the version valid at the time of delivery or service shall apply to the entire business relationship with him. These terms and conditions also apply to future transactions in the case of permanent business relationships where they are not expressly referred to if they were agreed by the partners on a previous contract. If the provisions of the customer or the GREEN TERA PROTECT are to be replaced by these GENERAL Terms and Conditions, they must be expressly agreed by the partners. Oral commitments of our representatives and employees as well as other agreements – in particular amendments to these General Terms and Conditions – are only valid if they are confirmed by us in writing.
2.3. Green TERA PROTECT shall only oblige green TERA PROTECT to purchase conditions if they are expressly acknowledged by the customer in writing. This also applies in the event that the delivery is carried out by us without reservation after the customer has objected to the validity of our terms and conditions.
2.4. The documents that may be part of the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. GREEN TERA PROTECT reserves ownership and copyright to cost estimates, drawings and other documents; they may not be made available to third parties. GREEN TERA PROTECT is obliged to make plans or documents designated as confidential by the customer only accessible to third parties with the consent of the customer.
3. Scope of delivery
The written order confirmation of GREEN TERA PROTECT is decisive for the scope of the delivery, in the case of an offer of GREEN TERA PROTECT with time commitment and timely acceptance, the offer, unless there is a timely order confirmation. Ancillary agreements and amendments require written confirmation of GREEN TERA PROTECT. 4
4. Prices and terms of payment
4.1. The prices are valid in the absence of a separate agreement ex the manufacturer’s factory plus VAT in the statutory amount. They are understood exclusively to be cargo, customs, import ancillary duties and packaging unless otherwise agreed.
4.2. The payment date stated on our invoice is considered to be the contractually agreed due date. In the absence of a separate agreement, payment shall be made immediately after receipt of the invoice, without any deduction, free paying agency of GREEN TERA PROTECT. If this payment period is exceeded, there will be an automatic delay, without any need for a reminder. In the event of default, we shall be entitled to demand interest on arrears in the amount of the bank’s usual lending interest, but at least the statutory default interest in accordance with Section 288 of the Civil Code [ BGB ]. Further claims due to late payment remain unaffected by this. In the event of delayed payment, we may, after written notification to the customer, cease to fulfil our obligations until receipt of the payments.
4.3. The withholding of payments or offsetting due to any counterclaims of the customer disputed by GREEN TERA PROTECT are not to be accepted. If, after conclusion of the contract, we become aware of circumstances which are likely to reduce the creditworthiness of the customer, we shall be entitled to refuse the service and to determine to the customer a reasonable period of time in which he will have to pay for delivery or to provide security. In the event of refusal of the customer or unsuccessful expiry of the deadline, we may withdraw from the contract and demand damages for non-performance.
4.4. If the dependence of the price on the part weight is agreed, the final price is determined by the weight of the released default patterns.
4.5. The GREEN TERA PROTECT is not bound to previous prices for follow-up orders.
4.6. For orders under 500 Euros (in addition to VAT.) GREEN TERA PROTECT reserves a small quantity surcharge of 150 euros (plus VAT.) for administrative and shipping costs.
4.7. If there is a significant change in the cost of wages, materials or energy, GREEN TERA PROTECT shall be entitled to demand an appropriate adjustment of the price taking these factors into account. In the case of foreign transactions, it reserves the right, after timely notification of the customer and before the delivery of the goods, to increase the price of the goods in the manner necessary due to the general out-of-control price development (such as a significant increase in material or production costs) or due to the change in delivery dates.
5. Delivery time and acceptance obligations
5.1. 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.
5.2. If an agreed delivery period is not complied with due to green TERA PROTECT’s own fault, if it has not acted through gross negligence or willful conduct, to the exclusion of further claims, the customer shall be entitled to claim compensation for delay after expiry of a reasonable grace period, or shall withdraw from the contract if he has indicated in writing the refusal of the service when setting the grace period. Compensation for delay is limited to a maximum of 5% of the part of the delivery that has not been made in accordance with the contract.
5.3. Partial deliveries as well as quantity deviations of up to plus/minus 10% are permitted and can also be invoiced separately by us.
5.4. In the case of call-off orders without agreement on maturity, production lot sizes and acceptance dates, GREEN TERA PROTECT may require a binding determination of this at least three months after order confirmation. If the customer does not comply with this request within three weeks, GREEN TERA PROTECT is entitled to set a two-week grace period and to withdraw from the contract after its expiry or to refuse delivery and claim damages.
5.5. If the customer does not fulfil his acceptance obligations, GREEN TERA PROTECT is not bound by the regulations on the sale of self-help, without prejudice to other rights, but may sell the delivery item by hand after prior notification to the customer.
5.6. Returns of delivery items by GREEN TERA PROTECT in the goodwill route require perfect condition, original packaging and freight-free delivery after appointment. GREEN TERA PROTECT is entitled to calculate reasonable costs incurred by the redemption.
5.7. If the GREEN TERA PROTECT takes over the sampling, the delivery period is met if the GREEN TERA PROTECT presents represitated failure samples from the tool that is available to it or has delivered failure samples and tools.
5.8. If the customer has taken over the sampling, the delivery date is met with the delivery of the pickable tool.
5.9. Delivered items, even if they have minor defects, must be received by the customer without prejudice to the rights with regard to liability for defects.
5.10. Green TERA PROTECT is entitled to demand the full unit price as compensation for each piece of the molded parts not accepted by the customer after the expiry of an agreed period. The other rights of GREEN TERA PROTECT remain unaffected by this.
5.11. Design changes and deviations from the prospectus and catalogue information are expressly reserved even after the order confirmation has been sent, as long as this does not change the price and/or the essential performance characteristics or the delivery time and the changes/deviations are reasonable for the customer.
5.12. The obligations of investigation and complaint under section 377 of the Commercial Code shall also apply to our deliveries and services outside the right to purchase, as stipulated by the customer.[HGB]
6. Material and data provision
6.1. If materials are supplied by the customer, they must be delivered at his expense and risk with a reasonable quantity surcharge of at least 5% in good time and in perfect quality.
6.2. In the event of non-compliance with these conditions, the delivery time shall be extended appropriately. Except in cases of force majeure, the customer shall also bear the additional costs incurred for production interruptions.
6.3. In the absence of a separate agreement, GREEN TERA PROTECT assumes that it will provide error-free CAD data. Nevertheless, costs incurred for the data preparation will be charged to the customer according to expenses. The file formats are accepted (by preference): SolidWorks, Pro-E; Step; IGES; Dxf.
7. Force majeure
Events of force majeure entitle GREEN TERA PROTECT to postpone the delivery for the duration of the hindrance and a reasonable start-up period, or to withdraw from the contract in whole or in part because of the unfulfilled part. The force majeure is the cause of strikes, lockouts or unforeseeable circumstances, e.g. operational disruptions, which make it impossible for GREEN TERA PROTECT to deliver on time despite reasonable efforts.
8. Packaging, shipping, transfer of risk
8.1. Unless otherwise agreed, GREEN TERA PROTECT shall choose packaging, shipping method and shipping route at its best discretion.
8.2. Even in the case of freight-free delivery, the risk passes to the customer when the work commissioned by GREEN TERA PROTECT is transferred to the customer. In the event of delays in dispatch for which the customer is responsible, the risk shall already pass with the notification of readiness for dispatch.
8.3. At the written request of the customer, the goods are insured against storage, breakage, transport and fire damage as well as other insurable risks at his own expense.
9. Retention of title
9.1. The deliveries remain the property of GREEN TERA PROTECT until all claims to be made by GREEN TERA PROTECT against the customer. Until they are fulfilled, GREEN TERA PROTECT also has a right of retention on the production documents provided by the customer. This also applies if the purchase price is paid for specially designated claims. In the case of an ongoing invoice, the reserved ownership of the deliveries (reserved goods) shall be deemed to be the security for the balance invoice of GREEN TERA PROTECT. If, in connection with the payment of the purchase price, a changein liability of GREEN TERA PROTECT is established, the retention of title shall not expire before the redemption of the bill of exchange by the customer as a related party.
9.2. Work or processing by the customer takes place on behalf of GREEN TERA PROTECT, excluding the acquisition of ownership in accordance with Section 950 of the German Civil Code (BGB); this becomes co-owner of the resulting goods, which are used as reserved goods to secure the claims of GREEN TERA PROTECT in accordance with paragraph 9.1, in accordance with the ratio of the net invoice value of its goods to the net invoice value of the goods in question or processed goods. Serves. In the case of processing (connection/mixing) with other goods not belonging to green TERA PROTECT by the customer, the provisions of Sections 947, 948 of the German Civil Code (BGB) shall apply with the result that the co-ownership share of GREEN TERA PROTECT in the new item is now considered to be subject to retention of title within the meaning of these conditions.
9.3. In the event of resale, the customer hereby assigns to GREEN TERA PROTECT all claims of GREEN TERA PROTECT, the claims arising from the resale and other claims against his customers with all ancillary rights. At the request of GREEN TERA PROTECT, the customer is obliged to provide GREEN TERA PROTECT with all information and to provide documents necessary to assert the rights of GREEN TERA PROTECT against the customer’s customers. The customer is not entitled to other dispositions on the reserved goods, in particular pledges and security transfer.
9.4. If the goods subject to retention of title are processed by the customer after processing in accordance with paragraph 9.2. and/or 11.3. resold together with other goods not owned by GREEN TERA PROTECT, the assignment of the purchase price claim in accordance with paragraph 9.5 shall apply. only in the amount of the invoice value of the reserved goods of GREEN TERA PROTECT.
9.5. Attachments or confiscation of the goods subject to retention of title from third parties must be notified to GREEN TERA PROTECT without delay. In any event, the resulting intervention costs shall be borne by the customer, insofar as they are not borne by third parties.
9.6. If GREEN TERA PROTECT makes use of its retention of title by withdrawing reserved goods in accordance with the above provisions, it is entitled to sell or auction the goods by hand. The return of the reserved goods is made at the proceeds of the goods. Further claims for damages, in particular lost profits, are reserved.
9.7. Green TERA PROTECT shall be entitled to take back after a reminder in the event of a breach of contract by the customer, in particular in the event of a delay in payment, and the customer shall be obliged to surrender it.
10. Shapes (tools)
10.1. In addition to the general terms of payment, 50% of the invoice amount with the order confirmation and 50% of the invoice amount 30 days after presentation of the default samples are due for net payment for forms, tools and devices, unless otherwise agreed in the order confirmation. Changes to forms and tools that are based on the customer providing new information or requests for changes after placing the order must be remunerated separately by the customer. The amount of the remuneration shall be determined by the agreement to be made in writing on the implementation of the amendment. With confirmation of change orders of the customer before the form is completed, all costs incurred up to that point must be reimbursed, insofar as they exceed the down payment. The price for molds also includes the cost of one-time sampling, but not the cost of testing and processing equipment.
10.2. Unless otherwise agreed, GREEN TERA PROTECT is and remains the owner of the moulds manufactured for the customer by GREEN TERA PROTECT itself or by a third party commissioned by it. Forms are only used for orders from the customer as long as the customer fulfils his payment and acceptance obligations.
10.3. If the customer is to become the owner of the moulds in accordance with the agreement, the property shall pass to him after payment of the purchase price. The handing over of the moulds to the customer is replaced by the retention obligation of GREEN TERA PROTECT. Irrespective of the legal right of the customer to surrender and the lifespan of the moulds, GREEN TERA PROTECT is entitled to its ownership until acceptance of a minimum number of pieces to be agreed and/or until the expiry of a certain period. GREEN TERA PROTECT shall identify the forms as third-party property and insure them at the customer’s request at the customer’s expense.
10.4. In the case of the order-owned moulds in accordance with paragraph 10.3. and/or forms made available on loan by the customer, green TERA PROTECT’s liability with regard to storage and maintenance is limited to care as in its own affairs. The customer bears the costs for maintenance and insurance. The obligations of GREEN TERA PROTECT shall expire if, after completion of the order and the corresponding request, the customer does not collect the forms within a reasonable period of time. As long as the customer has not fully complied with his contractual obligations, green TERA PROTECT shall in any case be entitled to a right of retention of the forms.
11. Liability for defects
GREEN TERA PROTECT shall be liable for defects in the delivery, including the absence of expressly guaranteed properties, to the exclusion of further claims as follows:
11.1. In the case of machinery, equipment, etc., all green TERA PROTECT’s choice, subject to a reasonable discretion, shall be repaired or resupplied free of charge, which, within 24 months (in the case of multi-shift operation within 12 months) since commissioning, as a result of a circumstance prior to the transfer of risk, in particular due to faulty design, poor building materials or defective design, proves to be unusable or not insignificantly impaired in its usefulness. In the case of plastic articles, the failure patterns are decisive for quality and design. The detection of the defects described above must be reported to GREEN TERA PROTECT without delay. Replaced parts become property of GREEN TERA PROTECT. If the dispatch, installation or commissioning is delayed through the fault of GREEN TERA PROTECT, the liability expires no later than 24 months after the transfer of risk. For essential third-party products, GREEN TERA PROTECT’s liability is limited to the assignment of the liability claims it is entitled to against the supplier of the third-party products.
11.2. The assurance for certain characteristics of the delivery item requires the written form in the order confirmation.
11.3. If GREEN TERA PROTECT has advised the customer outside of its contractual performance, it shall only be liable for the functionality and suitability of the delivery item if there is an express written assurance. The state of the art at the time of acceptance of the order is decisive.
11.4. Notices of defects must be made in writing without delay, at the latest two weeks after receipt of the delivery. In the case of hidden defects, this period shall be extended to one week after detection. In both cases, unless otherwise agreed, warranty claims shall become time-barred 24 months after receipt of the goods.
11.5. In order to carry out all repairs and replacement deliveries that green TERA PROTECT declaims to be necessary at its reasonable discretion, the customer shall, after agreement with GREEN TERA PROTECT, give the necessary time and opportunity, otherwise GREEN TERA PROTECT shall be exempted from liability for defects.
11.6. Green TERA PROTECT shall bear the costs of the replacement piece, including dispatch, including the reasonable costs of dismantling and installation, as well as the reasonable costs of dismantling and installation, if this can reasonably be demanded in accordance with the situation of the individual case, the costs of the necessary presentation of its fitters and auxiliary staff. In addition, the customer bears the costs.
11.7. The warranty period for the replacement piece and the repair is 12 months, but it runs at least until the expiry of the original warranty period for the delivery item. The period for liability for defects in the delivery item shall be extended by the duration of the interruption of business caused by the repair work.
12. Limitations of Liability
12.1. Due to changes or repairs made inappropriately by the customer or third parties without the prior permission of GREEN TERA PROTECT, the liability for the resulting consequences is waived.
12.2. The customer cannot assert any claims for compensation, in particular claims for damages, not even non-contractual action, or other rights against it for any disadvantages related to the performance of GREEN TERA PROTECT, regardless of the legal basis on which he claims.
12.3. In all cases in which GREEN TERA PROTECT is obliged to pay damages on the basis of contractual or statutory claims on the basis of contractual or statutory basis of claims, green TERA PROTECT shall only be liable to the extent that it, its executives or vicarious agents, can be accused of intent or gross negligence. According to Section 14 of the ProdHaftG, liability for bodily and health damage as well as damage to privately used property remains unaffected.
12.4. GREEN TERA PROTECT is not liable if the defect is irrelevant to the interests of the customer or is due to a circumstance attributable to the customer.
12.5. No liability is assumed for damages caused by the following reasons: inappropriate or improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, unsuitable equipment, replacement tools, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, unless they are due to the fault of GREEN TERA PROTECT.
13. Intellectual property rights
13.1. If GREEN TERA PROTECT has to deliver according to drawings, models, samples or using provided parts of the customer, the customer is responsible for ensuring that the intellectual property rights of third parties are not infringed. GREEN TERA PROTECT will inform the customer of its known rights. The customer must infree green TERA PROTECT from claims of third parties and pay compensation for the damage incurred. If the GREEN TERA PROTECT is prohibited from the production or delivery of a third party on the basis of a property right belonging to it, GREEN TERA PROTECT is entitled – without examination of the legal situation – to stop the work.
13.2. Drawings and samples provided to green TERA PROTECT which have not led to the order shall be returned on request; otherwise, GREEN TERA PROTECT is entitled to destroy it three months after the offer has been made.
13.3. The GREEN TERA PROTECT is entitled to copyright and, where applicable, industrial property rights in the models, forms and devices, designs and drawings designed by it or by third parties on its behalf.
14. Place of performance, place of jurisdiction, other
14.1. Place of performance is Berlin.
14.2. The place of jurisdiction is the seat of the defendant party.
14.3. Only German law applies. The application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (BGBI 1989 II p. 586) for the Federal Republic of Germany (BGBI 1990 II p. 1477) is excluded.
14.4. The customer agrees that we process and use the personal data of the customer received in connection with or in connection with our business relationship to the extent permitted by the Federal Data Protection Act.
14.5. Should any provision in these General Terms and Conditions or a provision within the scope of our other contractual agreements be or become ineffective, this shall not affect the validity of these terms and conditions/agreements in the remainder. In this case, the contracting parties are obliged to replace the invalid provision with a provision as similar as possible to it in economic success.
If you have any questions, please contact:
Green Tera Protect GmbH, Drakestraße 11F, 12205 Berlin Fon: +49-(0)2622-886538, Fax: +49-(0)2622-886537, Email: email@example.com
Green Tera Protect Ltd. | 2018
Terms and Conditions for download here.