General Terms and Conditions

Murtfeldt Kunststoffe GmbH & Co. KG

1. General information

Our General Terms and Conditions apply exclusively; we do not recognise any terms and conditions that conflict with or deviate from our own unless we have expressly agreed to their validity. Our General Terms and Conditions still apply if we deliver to the purchaser without reservation even though we are aware of the purchaser's conflicting or deviating terms and conditions.

Our General Terms and Conditions only apply to companies as defined in Section 310 (1) BGB (German Civil Code) and to all future transactions between the contracting parties.

2. Quotations

Any quotation provided by us is subject to change; the contract only becomes binding upon receipt of our written order confirmation.

3. Prices

Our prices are ex works and exclude packaging. This is invoiced separately. The prices stated in our quotations and order confirmations are understood to be net prices. If, after contract conclusion, charges or fees affecting the transport of goods (e.g. customs duties, freight charges, taxes) increase or decrease, we are entitled to make corresponding price adjustments provided that these changed costs were not foreseeable at the time of conclusion of contract. The same applies in the event of unforeseeable wage increases and price changes from upstream suppliers that come into force after the contract is concluded.

4. Payment

Our invoices are payable within 30 days net without deduction from the date of invoice. If the purchaser defaults on payment, we are entitled to charge interest on arrears at a rate of 8 % above the respective base rate. We are also entitled to claim further damages caused by late payment against appropriate evidence.

Payment by bill of exchange is only permitted if this has been explicitly agreed. The acceptance of a bill of exchange or a cheque is only deemed as payment on account of performance. In the event of payment by cheque or bill of exchange, the purchaser must bear the bill of exchange and discount charges.

The purchaser has a right of set-off insofar as their counterclaim is legally established, undisputed, or recognised by us. The purchaser is only entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.

We have the right to ask for payment from the purchaser even if our claim is not yet due. In this case, we will reimburse the purchaser the interest difference of 5% per annum. A different method of payment (cash payment or acceptance of a bill of exchange) does not exclude the right of set-off.

In the event of default in payment or justified doubts about the solvency or creditworthiness of the purchaser, we are authorised, irrespective of our other rights, to demand securities or advance payments for outstanding services and to demand immediate payment of all claims arising from the business relationship. If the purchaser refuses to provide security or fails to make an advance payment after a reminder, we have the right, at our discretion, to withdraw from the contract or to claim damages for non-performance.

5. Delivery period

Delivery times are specified by week or by day. The delivery period is deemed to have been met if readiness for dispatch has been communicated or the item has left the factory by the time it expires. If design documents, models, samples or suchlike are necessary for the fulfilment of the order, the delivery period only commences upon their receipt.

The delivery period will be extended in the event of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond our control, e.g. operational disruptions, delays in the delivery of essential materials, insofar as such obstacles can be proven to have a significant influence on the delivery of the goods. The delivery period will be extended according to the duration of such measures and obstacles. If the resulting delays exceed a period of six weeks, both parties have the right to withdraw from the contract to the extent that the performance has been affected. Any further claims are excluded in this context.

Our obligation to deliver will be suspended as long as the purchaser is in arrears with a payment.

The purchaser is entitled to demand a lump-sum compensation for delay amounting to 1% of the delivery value, up to a maximum of 5% of the delivery value, from the second week of a delay for which we are responsible. The supplier reserves the right to prove to the purchaser that no damages or lesser damages have occurred as a result of the delay in delivery. Should we be in default of delivery and the purchaser sets us a reasonable deadline with a warning of non-performance, the purchaser is entitled to withdraw from the contract if this grace period expires without result.

If the purchaser is in default of acceptance or violates other cooperative obligations, we are entitled to demand compensation for the damages incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased goods also passes to the purchaser at the point in time at which the purchaser is in default of acceptance.

6. Scope of delivery

The scope of delivery is specified in our written order confirmation. We reserve the right to over-deliver or under-deliver by up to 10% of the quantity ordered.

6.1 Packaging

The purchaser of the goods is obliged, as outlined in the German Packaging Act (VerpackG), to recycle the packaging at their own responsibility and expense or to return it to us free of charge.

7. Transfer of risk

Unless otherwise stated in the order confirmation, delivery “ex works” is agreed. This also applies in instances where we transport the goods.

8. Retention of title

The goods supplied remain our property until all claims have been paid in full, including other outstanding claims, irrespective of the legal grounds. This is also valid in cases where we combine specific or all claims into one current account and the balance is struck and accepted.

The purchaser is entitled to resell the reserved goods in the ordinary course of business. However, this entitlement can be revoked in the event that the purchaser fails to fulfil contractual obligations. In the event that the purchaser acts in breach of contract, in particular in the case of default of payment, we are entitled to withdraw from the contract in accordance with the statutory provisions and to demand the handover or return of the goods on the basis of the retention of title and our withdrawal.

In the event of resale, however, the purchaser hereby assigns all claims in the amount of the purchase price agreed between us and the purchaser, including VAT, which accrue to the purchaser from the resale, irrespective of whether the delivery items are resold without or after processing. The purchaser retains the right to collect the claim until the right to resell is revoked.

Our own right to collect the claim remains unaffected by this. However, we undertake not to collect the claim as long as the purchaser is not in default of payment. If this is the case, however, we can request that the purchaser informs us of the assigned claims and the corresponding debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

9. Warranty – limitation of liabili

9.1. General provisions

The purchaser forfeits all warranty claims if they fail to fulfil their obligations regarding the inspection of goods and the complaints process. Complaints about obvious defects must be made within six days of receiving the goods. Defects which are not immediately recognisable must be reported no later than eight days from the discovery. The warranty excludes unsuitable and improper use, incorrect assembly, improper commissioning of the delivered item by the purchaser or third parties, natural wear and tear, excessive use, unsuitable operating materials, replacement tools or other damage-causing factors for which we are not responsible.

The warranty period is one year, calculated from the transfer of risk.

Insofar as the purchased item has a defect for which we are responsible, the purchaser is required to set us a deadline for subsequent fulfilment. We are entitled, at our discretion, to remedy the defect or to deliver a replacement. If we remedy the defect, we will bear half the material, transport and labour costs and half of the cost of installation and assembly measures.

If we are not willing or able to provide subsequent fulfilment, in particular if this is delayed beyond the set deadline for reasons that are our responsibility, or if the rectification of defects or replacement fails in any other way, the purchaser is entitled to withdraw from the contract or demand a price reduction.

We are only liable for damage that has not occurred to the delivery item itself, regardless of the legal grounds, in the context of

a. intent;

b. gross negligence on the part of the owner / executive bodies or management employees;

c. culpable fatal or bodily injury or damage to health;

d. fraudulently concealed defects;

e. a guarantee promise;

f. liability under the Product Liability Act for personal injury or property damage with respect to privately used objects.

In the event of culpable breach of essential contractual obligations, we are also liable for gross negligence on the part of non-executive employees. This is also the case for normal negligence whereby liability is limited to reasonably foreseeable damage typical of the contract.

Further claims are excluded.

9.2. Specific provisions for 3D-printed components

In terms of 3D printed parts, we expressly point out that rapid prototyping components and other models and components lack stability over time. These must therefore be used immediately, but at the latest within 3 days of delivery, in accordance with the intended use. Otherwise, deformations may occur which can lead to the component then no longer fitting properly.

Please note that the tolerances of the moulds and injection-moulded parts manufactured by us are based on DIN 16 742 tolerance group (TG6), but should be set at a minimum of ± 0.1 mm. Measurement reports are created if this has been specified in writing as part of the order and the purchaser provides reference dimensions, which are confirmed when the order is placed.

Larger dimensional deviations are possible in the case of 3D printing of components and rapid prototyping, cast parts from silicone moulds and other produced templates, prototypes and individual parts, and pilot and small series production. In such cases, the purchaser will accept the goods even if they have not expressly referred to these dimensions as a condition of the order. We are not liable for damages resulting from incorrect drawings or CAD data provided by the purchaser.

The parts we supply have the following properties for which we are not liable and for which we do not provide warranty: deformation under temperature, deformation due to incorrect and improper storage, change in shape and stability within 1-3 weeks after manufacture despite ideal conditions, unknown behaviour resulting from chemical or physical properties or conditions and the influences thereof.

Upon delivery of the components, the purchaser undertakes to report any defects within 3 days due to the sensitive nature of the components. We do not guarantee the correct fit of components that are not installed until 3 days after delivery.

10. Design services

We expressly reserve the right to charge separately for design services that we provide specifically for the customer as part of an offer, according to standard local rates. This applies in particular if the customer does not place a binding order following the provision of these services.

Design services that are provided without a subsequent order being placed by the customer are deemed to be non-binding proposals only and are subject to change. Any liability for such design services is expressly excluded to the extent permitted by law. If the customer uses the non-binding design services by themselves, they do so at their own risk.

11. Place of fulfilment and place of jurisdiction

Unless otherwise specified in the order confirmation, the place of fulfilment is Dortmund, Germany.

The place of jurisdiction is Dortmund, Germany.

However, we are also entitled to take legal action against the purchaser at the court of their place of residence

12. Applicable law

All legal relationships between the purchaser and us are exclusively subject to German law, to the exclusion of the United Nations Convention on Contracts for the International Sales of Goods, even if the purchaser has their registered office abroad.

Current version of these General Terms and Conditions

German GTC dated: June 2018