General Terms and Conditions of Sale and Delivery of Golden Compound GmbH

Area of application
The following terms and conditions apply to entrepreneurs, legal entities under public law or special funds under public law.

1 Application

  1. Orders shall only become binding upon confirmation of the order by the supplier. If the customer does not object to the content of the order confirmation within 5 working days after receipt, the contract shall be concluded on the terms and conditions stated therein, even if these deviate from the original agreements due to transmission, comprehension or typing errors. Amendments and supplements shall be made in text form. All offers are subject to change,
    unless they are designated as firm offers. Quantities or sizes are, unless expressly designated as binding, non-binding approximate values.
  2. These terms and conditions shall also apply to future transactions in the event of continuous business relations, even if no express reference is made to them, provided that they were referred to in an earlier order confirmed by the supplier.
  3. Terms and conditions of the customer shall not apply, even if we do not expressly object to them, unless they are expressly accepted in writing by the supplier. The regulations on distance selling in business transactions with consumers do not apply to the business relationship with entrepreneurs, not even correspondingly.

2 Prices

  1. In case of doubt, the prices are ex works excluding freight, customs, import or export duties and packaging plus value added tax at the statutory rate.
  2. If the relevant cost factors, in particular for material, energy or personnel, change by more than 5% after submission of the offer or after order confirmation until delivery, each party shall be entitled to demand a price adjustment. This shall be calculated according to how the relevant cost factor changes the total price.
  3. The supplier is not bound to previous prices for new orders.

3 Delivery‐and acceptance obligation, force majeure

  1. Delivery periods shall commence 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. The delivery period shall be deemed to have been met upon notification of readiness for dispatch if dispatch is delayed or impossible through no fault of the supplier.
  2. If an agreed delivery deadline is not met due to the supplier's own fault, the customer shall in any case be obliged to set a reasonable grace period.
  3. Partial deliveries are permissible as far as reasonable.
  4. In the case of call-off orders without agreement on duration, production batch sizes and acceptance dates, the supplier may demand a binding stipulation thereof no later than three months after order confirmation. If the customer does not comply with this request within three weeks, the supplier shall be entitled to set a two-week grace period and, after its expiry, to withdraw from the contract and/or claim damages.
  5. If the Customer fails to fulfill its acceptance obligations, the Supplier shall, without prejudice to any other rights, not be bound by the provisions on self-help sales, but may rather sell the delivery item on the open market after prior notification of the Customer.
  6. Events of force majeure shall entitle the Supplier to postpone delivery for the duration of the impediment plus a reasonable start-up period, or to withdraw from the contract in whole or in part due to the part not yet fulfilled. Force majeure shall be deemed to include strikes, lockouts or unforeseeable, unavoidable circumstances, e.g. operational disruptions or transport delays or interruptions through no fault of the Supplier, shortage of raw materials or energy through no fault of the Supplier, which make timely delivery impossible for the Supplier despite reasonable efforts. This shall also apply if the aforementioned hindrances occur during a delay or at a sub-supplier. The Customer may request the Supplier to declare within two weeks whether it intends to withdraw from the contract or to deliver within a reasonable period of grace. If the supplier does not make a declaration, the customer may withdraw from the unfulfilled part of the contract.

The Supplier shall notify the Customer without delay if a case of force majeure as set out in paragraph 1 occurs. He shall keep impairments of the customer as low as possible.

4 Terms of payment

  1. All payments shall be made in € (EURO) exclusively to the supplier. Unless otherwise agreed, the purchase price for deliveries or other services shall be paid without deduction within 14 days of the invoice date.
  2. If the agreed payment date is exceeded, interest shall be charged at the statutory interest rate of 8 percentage points above the respective base interest rate pursuant to Section 247 of the German Civil Code (BGB), unless the Supplier proves higher damages.
  3. Checks or bills of exchange shall only be accepted upon express prior written agreement and only on account of performance. All costs associated with them shall be borne by the customer.
  4. The customer may only offset or assert a right to withhold payments if its claims are undisputed or have been legally established.
  5. Sustained non-compliance with payment terms or circumstances which give rise to serious doubts about the creditworthiness of the customer shall entitle the supplier to immediately call in all receivables. In addition, the supplier is entitled in this case to demand advance payments for outstanding deliveries and to withdraw from the contract after the unsuccessful expiry of a reasonable period.

5 Packaging, Shipping, Transfer of Risk and Default of Acceptance

  1. Unless otherwise agreed, the supplier shall choose the packaging, method and route of shipment. He shall be entitled to commission one of the shippers usually selected by him for his shipping transactions at the usual terms and conditions agreed with the latter.
  2. Even in the case of carriage paid delivery, the risk shall pass to the customer when the goods leave the supplying plant. In the event of delays in dispatch for which the customer is responsible, the risk shall already pass upon notification of readiness for dispatch.
  3. At the written request of the customer, the goods shall be insured at the customer's expense against risks to be specified by the customer.
  4. In the event of default of acceptance by the Customer, the Supplier shall be entitled to store the goods at the Customer's expense. If the supplier stores the goods himself, he shall be entitled to storage costs amounting to 0.5% of the invoice amount of the stored goods per calendar week or part thereof. The right to claim higher storage costs against proof is reserved.

6 Retention of title

  1. The Supplies shall remain the property of the Supplier until all claims of the Supplier against the Customer have been satisfied, even if the purchase price for specifically designated claims has been paid. In the case of a current account, the reserved ownership of the Supplies (Retained Goods) shall serve as security for the Supplier's balance of the account. If, in connection with the payment of the purchase price, a liability of the Supplier under a bill of exchange is established, the reservation of title shall not expire before the bill of exchange has been honored by the Purchaser as drawee.
  2. Eine Be‐ oder Verarbeitung durch den Kunden gilt als unter Ausschluss des Eigentumserwerbs nach § 950 BGB für den Lieferanten ausgeführt; dieser wird entsprechend dem Verhältnis des Netto‐Fakturenwerts seiner Ware zum Netto‐Verkaufspreis der zu be‐ oder verarbeitenden Ware Miteigentümer der so entstandenen Sache, die als Vorbehaltsware zur Sicherstellung der Ansprüche des Lieferanten gemäß Absatz 1 dient.
  3. In the event of processing (combination/mixing) by the customer with other goods not belonging to the supplier, the provisions of §§ 947, 948 BGB shall apply with the consequence that the supplier's co-ownership share in the new item shall now be deemed to be reserved goods within the meaning of these terms and conditions.
  4. The customer is only permitted to resell the reserved goods in the ordinary course of business and on condition that he also agrees a reservation of title with his customers in accordance with paragraphs 1 to 3. The customer shall not be entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security.
  5. In the event of resale, the customer hereby assigns to the supplier, until all claims of the supplier have been satisfied, the claims and other justified claims against its customers arising from the resale, including all ancillary rights. At the request of the supplier, the customer shall be obliged to provide the supplier without delay with all information and documents required to assert the supplier's rights against the customer's customers.
  6. If the reserved goods are resold by the customer after processing in accordance with paragraph 2 and/or 3 together with other goods not belonging to the supplier, the assignment of the purchase price claim in accordance with paragraph 5 shall only apply to the amount of the invoice value of the reserved goods of the supplier.
  7. If the realizable value of the securities existing for the Supplier exceeds its total claims by more than 10%, the Supplier shall be obliged to release securities of the Supplier's choice at the Customer's request.
  8. The supplier must be notified immediately of any seizure or attachment of the reserved goods by third parties. Any resulting intervention costs shall in any case be borne by the customer, unless they are borne by third parties.
  9. If the supplier makes use of its retention of title by taking back goods subject to retention of title in accordance with the above provisions, it shall be entitled to sell the goods on the open market or have them auctioned. The goods subject to retention of title shall be taken back at the proceeds obtained, but at most at the agreed delivery prices. Further claims for damages, in particular loss of profit, remain reserved.

7 Liability for material defects

  1. The information on the works test certificates, which will be submitted to the customer by the supplier for inspection upon request, shall be decisive for the quality and design of the products. In addition, § 11 para. 1 must also be observed. The reference to technical standards serves to describe the performance and is not to be interpreted as a guarantee of quality. The tolerances entered in the factory test certificates shall apply. In the absence of a special written agreement, production shall be carried out using materials customary in the industry and in accordance with the agreed or, in the absence of an agreement, known manufacturing processes. Minor deviations from the original in the case of colored productions or reproductions shall not be deemed to be defects.
  2. If the supplier provides the customer outside its contractual performance
  1. If the supplier has given advice to the customer, he shall only be liable for the functionality and suitability of the delivery item if he has given express prior assurance.
  2. Notification of defects must be made in writing without delay. In the case of hidden defects, the complaint must be made immediately after detection. In both cases, unless otherwise agreed, all claims for defects shall become time-barred twelve months after the transfer of risk.
  3. In the event of a justified notice of defect, the supplier shall be obligated to subsequent performance (at its option, rectification of defects or replacement delivery). If he does not fulfill this obligation within a reasonable period of time or if the subsequent performance fails repeatedly, the customer shall be entitled to reduce the purchase price or to withdraw from the contract. For further claims, in particular claims for reimbursement of expenses or damages due to defects or consequential damages, the limitations of liability pursuant to § 8 shall apply. Replaced parts shall be returned to the supplier freight collect upon request.
  4. Unauthorized reworking and improper handling shall result in the loss of all claims for defects. Only in order to avert disproportionate damage or in the event of delay in rectification of the defect by the supplier shall the customer be entitled, after prior notification of the supplier, to rectify the defect and to demand reimbursement of the reasonable costs thereof.
  5. Wear and tear to the usual extent shall not give rise to any warranty claims.
  6. Claims under a right of recourse pursuant to Sections 478, 479 of the German Civil Code (BGB) shall only exist if the consumer's claim against the party entitled to recourse was justified and only to the extent provided by law, but not for goodwill provisions not agreed with the supplier and shall require the party entitled to recourse to comply with its own obligations, in particular to comply with its obligations to give notice of defects.

8 General limitations of liability

  1. The supplier shall only be liable for damages or reimbursement of expenses insofar as he, his executives or vicarious agents are guilty of intent, gross negligence or injury to life, body or health.
  2. Liability without fault under the Product Liability Act and liability for the fulfillment of a quality guarantee shall remain unaffected.
  3. Liability for the culpable breach of essential contractual obligations shall also remain unaffected; however, liability in this respect shall be limited to the foreseeable damage typical for the contract except in the cases of No. 1. Essential contractual obligations shall be understood to be the fundamental, elementary obligations arising from the contractual relationship, which are of particular importance for the proper execution or fulfillment of the contract or which have a very significant influence on the relationship of trust existing between the parties, i.e. in particular the fulfillment of delivery obligations and important obligations to provide information.
  4. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

9 Drafts / documents

  1. The supplier shall retain the sole right of execution and copyright to all documents, drawings and other documents of the supplier. If the customer provides templates and ideas, the supplier shall receive a joint copyright to the extent that the template or draft was designed by the supplier.
  2. If no order is placed, the customer shall be obliged to return to the supplier without delay all documents handed over to him, including any copies made. Digital copies are to be permanently destroyed.
  • 10 Provision of materials
  1. If materials are delivered by the customer, they must be delivered on time and in perfect condition at the customer's expense and risk with a reasonable quantity surcharge of at least 5%.
  2. In the event of non-fulfillment of these prerequisites, the delivery time shall be extended appropriately. Except in cases of force majeure, the customer shall also bear the additional costs incurred for interruptions in production.

11 Industrial property rights and defects of title

  1. If the Supplier has to deliver according to drawings, models, samples or using parts provided by the Customer, the Customer shall be responsible for ensuring that the property rights of third parties in the country of destination of the goods are not infringed thereby. The Supplier shall inform the Customer of any rights known to it, but shall not be obliged to carry out its own searches. The customer shall indemnify the supplier against claims of third parties upon first request and pay compensation for the damage incurred. If the Supplier is prohibited from manufacturing or supplying by a third party with reference to an industrial property right belonging to it, it shall be entitled - without examining the legal situation - to suspend work until the legal situation has been clarified by the Customer and the third party. If the continuation of the order is no longer reasonable for the supplier due to the delay, the supplier shall be entitled to withdraw from the contract.
  2. Drawings and samples provided to the supplier which have not led to an order shall be returned upon request; otherwise the supplier shall be entitled to destroy them three months after submission of the offer. This obligation applies accordingly to the customer. The party entitled to destroy them shall inform the contracting party of its intention to destroy them in good time in advance.
  3. The supplier shall be entitled to the property rights, copyrights and, if applicable, industrial property rights, in particular all rights of use and exploitation to the models, molds and devices, drafts, samples, drawings and products designed by him or by third parties on his behalf. Upon request, the customer shall return the documents, records and samples, including any copies made, to the supplier without delay.
  4. Should other defects of title exist, § 7 shall apply accordingly.

12 Food grade and recycled materials

  1. If a product is to be used for contact with foodstuffs, the suitability of the material for the specific foodstuff must be checked in advance by the customer on his own responsibility.
  2. Recycled raw materials are carefully selected by the supplier. Regranulated plastics may nevertheless be subject to major variations in surface quality, color, purity, odor and physical or chemical properties from batch to batch; this does not entitle the customer to give notice of defects to the supplier. However, the supplier shall, upon request, assign any claims against upstream suppliers to the customer; the supplier does not assume any warranty for the existence of these claims.

13 Final provisions

  1. The place of performance shall be the place of the supplying plant.
  2. The place of jurisdiction shall be, at the supplier's option, its registered office or the customer's registered office.
  3. German law shall apply exclusively to the exclusion of EU sales law.
  4. Should individual parts of these General Terms and Conditions of Sale and Delivery be or become legally invalid, this shall not affect the validity of the remaining provisions.