General terms and conditions of sale and delivery for the plastics processing industry

The following General Terms and Conditions of Sale and Delivery for the plastics processing industry are recommended without obligation by the German Association of Plastics Processing Industries.

Scope

The following conditions apply to entrepreneurs, legal entities under public law or special funds under public law.

I. Application
1. Orders only become binding upon confirmation by PHI GmbH. Unless the customer objects to the content of the order confirmation within 7 days of receipt, the contract is concluded under the conditions stated therein, even if these deviate from the original agreements due to transmission, communication, or typographical errors.

Changes and additions must be made in writing. All offers are subject to change without notice unless explicitly stated as firm offers. Quantities and sizes are approximate and non-binding unless expressly designated as binding.

2. These terms and conditions shall also apply to future business transactions in ongoing business relationships, even if no express reference is made to them, provided that they were referenced in a previous order confirmed by PHI GmbH.

3. The customer's terms and conditions do not apply, even if we do not expressly object to them, unless they are expressly acknowledged in writing by PHI GmbH. The regulations governing distance selling in business transactions with consumers do not apply to business relationships with entrepreneurs, nor do they apply analogously.

4.
Should individual provisions be or become invalid, the remaining provisions shall remain unaffected.

II. Prizes

1. Unless otherwise stated, prices are ex works, excluding freight, transport or export charges and packaging, plus VAT at the statutory rate.

2. If, after submission of the offer or order confirmation and before delivery, the relevant cost factors, in particular for materials, energy or personnel, change by more than 5%, each party is entitled to demand a price adjustment. This adjustment shall be based on how the relevant cost factor changes the total price.

3. PHI GmbH is not bound by previous prices for new orders.

III. Delivery and acceptance obligations, force majeure

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 upon. The delivery period is considered met upon notification of readiness for shipment, even if shipment is delayed or impossible through no fault of PHI GmbH.

2. If an agreed delivery deadline is not met due to PHI GmbH's own fault, the customer is in any case obliged to set a reasonable grace period.

3. Partial deliveries are permitted, provided they are reasonable.

4. For call-off orders without an agreed term, production batch sizes, and delivery dates, PHI GmbH may demand a binding agreement on these points no later than three months after order confirmation. If the customer fails to comply with this demand within three weeks, PHI GmbH is 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 his acceptance obligations, PHI GmbH, without prejudice to any other rights, is not bound by the regulations on self-help sales, but may instead sell the delivered item privately after prior notification of the customer.

6. Events of force majeure entitle PHI GmbH 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 with respect to the unfulfilled portion. Force majeure includes strikes, lockouts, or unforeseeable and unavoidable circumstances, such as operational disruptions or transport delays or interruptions beyond PHI GmbH's control, or shortages of raw materials or energy beyond PHI GmbH's control, which render timely delivery impossible despite reasonable efforts. This also applies if the aforementioned impediments occur during a delay or at a subcontractor.
The customer may request PHI GmbH to declare within two weeks whether it wishes to withdraw from the contract or deliver within a reasonable grace period. If PHI GmbH fails to respond, the customer may withdraw from the unfulfilled part of the contract.
PHI GmbH will notify the customer immediately if a force majeure event, as described in paragraph 1, occurs. It must minimize any disruption to the customer, if necessary by releasing the molds for the duration of the disruption.

IV. Payment Terms
1. All payments must be made in € (EURO) exclusively to PHI GmbH. Unless otherwise agreed, the purchase price for deliveries or other services is payable without deduction within 30 days of the invoice date.

2. If the agreed payment deadline is exceeded, interest will be charged at the statutory interest rate of 9 percentage points above the respective base interest rate pursuant to Section 247 of the German Civil Code (BGB).

3. Checks or bills of exchange are only accepted by express prior written agreement and not as conditional payment. All associated costs are borne by the customer.

4. The customer may only offset or assert a right of retention of payments if his claims are undisputed or have been legally established.

5. The persistent non-compliance with payment terms or circumstances which
If serious doubts arise regarding the customer's creditworthiness, PHI GmbH is entitled to demand immediate payment of all outstanding invoices. Furthermore, in this case, PHI GmbH is entitled to demand advance payments for any outstanding deliveries and, after the unsuccessful expiry of a reasonable grace period, to withdraw from the contract.

V. Packaging, shipping, transfer of risk and default of acceptance
1. Unless otherwise agreed, PHI GmbH selects the packaging, shipping method, and shipping route. It is entitled to commission one of its usual shipping carriers under the standard terms and conditions agreed upon with that carrier.

2. Even in the case of carriage-paid delivery, the risk passes to the customer upon the goods leaving the supplier's premises. In the event of delays in dispatch attributable to the customer, the risk passes upon notification of readiness for shipment.

3. Upon written request of the customer, the goods will be insured at his expense against risks specified by him.

4. In the event of the customer's default of acceptance, PHI GmbH is entitled to store the goods at the customer's expense. If PHI GmbH stores the goods itself, it is entitled to storage costs of 0.5% of the invoice amount of the stored goods for each commenced calendar week. PHI GmbH reserves the right to claim higher storage costs upon proof thereof.

VI. Retention of title
1. Deliveries remain the property of PHI GmbH 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 an open account, the retained title to the deliveries (reserved goods) serves as security for the outstanding balance owed to PHI GmbH. If, in connection with the payment of the purchase price, the supplier incurs liability under a bill of exchange, the retention of title does not expire until the bill of exchange has been honored by the buyer as the drawee.

2. Any processing or transformation by the customer shall be deemed to be carried out for the supplier, excluding the acquisition of ownership pursuant to Section 950 of the German Civil Code (BGB); the supplier shall become a co-owner of the resulting item in proportion to the ratio of the net invoice value of its goods to the net sales price of the goods to be processed or transformed, which shall serve as reserved goods to secure the supplier's claims pursuant to paragraph 1.

3. In the event of processing (combining/mixing) with other goods not belonging to PHI GmbH by the customer, the provisions of §§ 947, 948 BGB shall apply with the consequence that PHI GmbH's share of co-ownership in the new item shall now be considered reserved goods within the meaning of these terms and conditions.

4. The customer is only permitted to resell the goods subject to retention of title in the ordinary course of business and on the condition that the customer also agrees to a retention of title clause with its own customers in accordance with paragraphs 1 to 3. The customer is not entitled to dispose of the goods subject to retention of title in any other way, in particular by pledging or assigning them as security.

5. In the event of resale, the customer hereby assigns to PHI GmbH, until all claims arising from the resale have been satisfied, all claims of PHI GmbH.
The customer hereby assigns to PHI GmbH all claims and other legitimate rights against its customers, including all ancillary rights. At PHI GmbH's request, the customer is obligated to immediately provide PHI GmbH with all information and documents necessary for PHI GmbH to assert its rights against the customer's customers.

6. If the goods subject to retention of title are resold by the customer after processing in accordance with paragraphs 2 and/or 3 together with other goods not belonging to PHI GmbH, the assignment of the purchase price claim in accordance with paragraph 5 shall only apply to the extent of the invoice value of the goods subject to retention of title from PHI GmbH.

7. If the realizable value of the collateral held by PHI GmbH exceeds its total claims by more than 10%, PHI GmbH is obliged, at the customer's request, to release collateral of its choice to that extent.

8. Any attachment or seizure of the goods subject to retention of title by third parties must be reported to PHI GmbH immediately. Any resulting intervention costs shall in any case be borne by the customer, unless they are covered by a third party.

9. If PHI GmbH exercises its right of retention of title by repossessing goods subject to retention of title in accordance with the above provisions, it is entitled to sell the goods privately or have them auctioned. The repossessed goods will be credited at the proceeds obtained, but not exceeding the agreed delivery prices. Further claims for damages, in particular for lost profits, remain reserved.

VII. Liability for material defects

1. The product description or, if its creation has been agreed upon, the samples provided to the customer for inspection by PHI GmbH upon request, are decisive for the quality and workmanship of the products. Furthermore, Section XII, Paragraph 1, must also be observed. References to technical standards serve to describe performance and are not to be interpreted as a guarantee of quality. Industry-standard tolerances apply. Unless otherwise agreed in writing, production will be carried out using industry-standard materials and according to the agreed-upon manufacturing processes, or, in the absence of an agreement, according to known manufacturing processes.

Minor deviations from the original in color productions or reproductions are not considered a defect; the same applies to deviations between proofs and the final print run.

2. If PHI GmbH has provided advice to the customer outside the scope of its contractual obligations, it is liable for the functionality and suitability of the delivered item only if it has given express prior assurance.

3. Notices of defects must be given in writing without undue delay. In the case of hidden defects, the notice must be given immediately upon discovery. In both cases, unless otherwise agreed, all claims for defects expire twelve months after the transfer of risk.

4. In the event of a justified complaint regarding defects, PHI GmbH is obligated to provide subsequent performance (at its discretion, either repair or replacement). If it fails to fulfill this obligation within a reasonable period or if subsequent performance repeatedly fails, the customer is entitled to reduce the purchase price or 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 Section VIII apply. Replaced parts must be returned to PHI GmbH freight collect upon request.

5. Unauthorized repairs and improper handling will result in the loss of all warranty claims. Only to prevent disproportionately large damages or in the event of a delay in remedying defects by PHI GmbH is the customer entitled, after prior notification of PHI GmbH, to carry out repairs and demand reimbursement of reasonable costs.

6. Normal wear and tear does not give rise to any warranty claims.

7. Recourse claims pursuant to Sections 478 and 479 of the German Civil Code (BGB) exist only if the consumer's claim against the party entitled to recourse was justified and only to the extent permitted by law, but not for goodwill arrangements not agreed upon with PHI GmbH, and require the party entitled to recourse to comply with its own obligations, in particular the obligation to give notice of defects.

VIII. General Limitations of Liability

1. PHI GmbH shall only be liable for damages or reimbursement of expenses if it, its executive employees 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 remain unaffected.

3. Liability for the culpable breach of essential contractual obligations remains unaffected; however, in this respect, liability is limited to foreseeable, typical contractual damages, except in the cases referred to in paragraph 1. Essential contractual obligations are understood to be the fundamental, elementary obligations arising from the contractual relationship that are of particular importance for the proper execution or fulfillment of the contract or that substantially influence the relationship of trust existing between the parties, in particular the fulfillment of delivery obligations and important notification obligations.

4. The above provisions do not entail any shift in the burden of proof to the detriment of the customer.

IX. Forms (Tools)

1. The price for molds includes the cost of a one-time sampling, but not the costs for testing and processing equipment or for changes requested by the customer. Costs for further sampling required by PHI GmbH will be borne by the customer.

2. Unless otherwise agreed, PHI GmbH is and remains the owner of the molds produced for the customer by PHI GmbH itself or by a third party commissioned by it. Molds will only be used for the customer's orders upon express agreement, provided the customer fulfills its payment and acceptance obligations. PHI GmbH is only obligated to replace these molds free of charge if this is necessary to fulfill a production quantity guaranteed to the customer. PHI GmbH's obligation to store the molds expires two years after the last delivery of parts from the mold. The customer must be informed before disposal.

3. If a contract is terminated but the molds have not yet been amortized, PHI GmbH is entitled to invoice the remaining amortization amount in full without delay.

4. If, as agreed, the customer is to become the owner of the molds, ownership shall transfer to the customer upon full payment of the purchase price for the molds. Delivery of the molds to the customer is replaced by their safekeeping on behalf of the customer. Irrespective of the customer's statutory right to demand the return of the molds and their lifespan, PHI GmbH shall be entitled to their exclusive possession until the termination of the contract. PHI GmbH shall mark the molds as third-party property and, at the customer's request, insure them at the customer's expense.

5. For customer-owned molds as per section 4 and/or molds provided by the customer on loan, PHI GmbH's liability regarding storage and maintenance is limited to the care exercised in its own affairs. The customer bears the costs for maintenance and insurance. PHI GmbH's obligations cease if, after completion of the order and a corresponding request, the customer fails to collect the molds within a reasonable period. As long as the customer has not fully met its contractual obligations, PHI GmbH retains a right of retention over the molds in any case.

X. Designs/Clichés/Documents

1. The supplier retains sole rights of execution and copyright to designs, documents, illustrations, drawings, and other materials. If the customer provides templates and ideas, PHI GmbH receives co-authorship to the extent that the template or design was created by the supplier.

2. If no order is placed, the customer is obligated to immediately return all documents provided to PHI GmbH, including any copies made. Digital copies must be permanently destroyed.

3. When providing templates and ideas, the customer indemnifies PHI GmbH against any claims by third parties asserting rights thereto.

4. The designs, final drawings, printing plates and the like produced by PHI GmbH remain its property, even if the customer has been charged for the production costs.

XL. Material supplies

1. If materials are supplied by the customer, they must be delivered at the customer's expense and risk, with an appropriate quantity surcharge of at least 5%, in good time and in perfect condition.

2. If these conditions are not met, the delivery time will be extended accordingly. Except in cases of force majeure, the customer shall bear any additional costs incurred, including those resulting from production interruptions.

XII. Industrial property rights and defects of title

1. If PHI GmbH is to deliver goods according to drawings, models, samples, or using parts provided by the customer, the customer warrants that no third-party intellectual property rights are infringed in the country of destination of the goods. PHI GmbH will inform the customer of any rights known to it but is not obligated to conduct its own research. The customer shall indemnify PHI GmbH against any third-party claims upon first demand and compensate PHI GmbH for any resulting damages. If a third party prohibits PHI GmbH from manufacturing or delivering the goods based on its intellectual property rights, PHI GmbH shall—without examining the legal situation—be prohibited from doing so.

— is entitled to suspend work until the legal situation has been clarified by the customer and the third party. Should the delay render the continuation of the order unreasonable for PHI GmbH, it is entitled to withdraw from the contract.

2. Drawings and samples provided to PHI GmbH that did not result in an order will be returned upon request; otherwise, PHI GmbH is entitled to destroy them three months after submitting the offer. This obligation applies accordingly to the customer. The party entitled to destroy the materials must inform the contractual partner of their intention to destroy them in a timely manner.

3. PHI GmbH retains ownership, copyright, and, where applicable, industrial property rights, in particular all rights of use and exploitation, to the models, molds, devices, designs, and drawings created by it or by third parties on its behalf. Upon request, the customer must immediately return the documents, molds, samples, or models, including any copies made, to PHI GmbH.

4. Should any other legal defects exist, section VII shall apply accordingly.

XIII. Food safety and recycled materials

1. If a product is intended for contact with food, the suitability of the material for the specific food must be checked by the customer in advance under their own responsibility.

2. Recycled raw materials are carefully selected by PHI GmbH. However, recycled plastics may be subject to significant variations in surface finish, color, purity, odor, and physical or chemical properties from batch to batch; this does not entitle the customer to make any claims against PHI GmbH. PHI GmbH will, however, assign any claims against its suppliers to the customer upon request; PHI GmbH does not guarantee the validity of these claims.

XIV. Place of performance and jurisdiction

1. The place of performance is the location of the supplying plant.

2. The place of jurisdiction shall be, at the option of PHI GmbH, its company headquarters or the customer's headquarters.

3. German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.