Willkommen bei der S.A.T. Kunststofftechnik GmbH

Terms and Conditions

1. Terms and Conditions

1.1 The deliveries, services, and offers of S.A.T. Kunststofftechnik GmbH (hereinafter referred to as the seller, or simply “we” or “us”) are made exclusively based on these terms and conditions. These apply also to future business relationships, even if they are not expressly agreed upon again. By accepting the goods/delivery, these terms are considered accepted. Counter-confirmations by the buyer referring to their terms and conditions are hereby objected to.

1.2 Deviations from these terms and conditions are only valid if we explicitly confirm them in writing.

1.3 These terms apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law as defined in § 310 (1) of the German Civil Code (BGB).

2. Offer and Contract Conclusion

2.1 If the order qualifies as an offer according to § 145 BGB, we can accept it within 4 weeks.

2.2 Any agreements made between our employees or representatives and our customers during or after the conclusion of the contract must be confirmed by us to be valid; the representative authority of our employees or representatives is limited in this regard.

2.3 Drawings, illustrations, dimensions, weights, or other performance data are approximate values typical for the industry, so standard deviations are permissible. Likewise, technical changes and changes in form, color, quality, and/or weight remain reserved within reasonable limits. This also applies when samples or specimens have been provided to the buyer. Such details are not to be considered as guarantees of quality.

3. Delivery and Performance Time, Delay

3.1 The start of the delivery time specified by us depends on the clarification of all technical questions.

3.2 The dates and deadlines mentioned by us are non-binding unless expressly agreed otherwise. We do not assume procurement risks in principle.

3.3 Delivery and performance delays due to force majeure and events that make delivery by S.A.T. Kunststofftechnik GmbH significantly more difficult or impossible (e.g., strikes, lockouts, etc.) entitle us to postpone deliveries and performances for the duration of the hindrance plus an appropriate start-up period. The same applies if such obstacles occur with our suppliers or their subcontractors.

3.4 Timely and correct self-delivery remains reserved.

3.5 If we fail to fulfill a due performance in accordance with the contract, the buyer cannot withdraw from the contract and/or demand damages instead of the entire performance or reimbursement for futile expenses, unless the breach of duty by us is insignificant.

3.6 S.A.T. Kunststofftechnik GmbH is only in default after a reminder, unless the law or the contract specifies otherwise. Reminders and deadlines set by the buyer require written form to be effective.

3.7 Our adherence to delivery obligations depends on the timely and proper fulfillment of the buyer’s obligations. The plea of an unfulfilled contract remains reserved. We are entitled to partial deliveries and partial performances at any time, provided this is reasonable for the buyer.

3.8 In case of performance delays, the buyer is entitled to statutory claims for damages and withdrawal, subject to the following regulations and conditions, especially the limitation of liability under Clause 3.10, as well as the existence of the statutory preconditions, provided that the buyer has set a reasonable deadline for performance or rectification, and this period has expired without success. The provisions of §§ 281 (2) and 323 (2) regarding the dispensability of setting a deadline remain unaffected.

3.9 The buyer is obliged to connect the grace period according to the previous Clause 3.8 with a clear statement that after the expiration of the grace period, they will refuse delivery and enforce the rights resulting from Clause 3.8 against us. If the performance has already been partially made, the buyer can only claim damages instead of the entire performance to the extent that their interest in the entire performance requires it. In this case, withdrawal from the entire contract is only possible if the buyer has no proven interest in a partial performance.

3.10 In case of delays in performance, we are liable in cases of intent or gross negligence by us, a representative, or an agent according to the statutory provisions. However, our liability in cases of gross negligence is limited to the typical, foreseeable damage, unless one of the exceptions mentioned in Sentence 5 of this provision applies. Otherwise, our liability for delay of performance for damages in addition to performance is limited to 5%, and for the claim for damages instead of performance to 10% of the value of the delivery/performance. Further claims by the customer are excluded even after the expiration of a deadline for performance set by us. These limitations do not apply in cases of liability for the violation of life, body, or health. A change in the burden of proof to the detriment of the buyer is not associated with the above regulations.

3.11 The buyer can only withdraw from the contract within the scope of the statutory provisions if we are responsible for the delay in delivery; a change in the burden of proof to the detriment of the buyer is not connected with this.

3.12 In the case of the buyer’s default in acceptance or the violation of other cooperation duties by the buyer, we are entitled to assert the legal claims due to us. The risk of accidental destruction and/or deterioration of the purchased goods passes to the buyer at the latest when they fall into default of acceptance.

4. Transfer of Risk, Packaging

4.1 Unless otherwise agreed, delivery is made ex works or warehouse of S.A.T. Kunststofftechnik GmbH. The risk passes to the buyer as soon as the goods are handed over to the carrier or leave our warehouse for shipment; this also applies if we handle the transport ourselves.

4.2 If shipment becomes impossible without our fault, the risk passes to the buyer when the notification of readiness for shipment is made.

4.3 If the buyer wishes, we will insure the delivery with a transport insurance, and the buyer will bear the costs incurred for this.

4.4 Packaging according to the packaging ordinance, except for transport packaging, will not be taken back; exceptions are reusable transport means such as pallets, cage boxes, Collico boxes, etc. The buyer is obliged to dispose of the single-use packaging at their own expense. Reusable transport means are lent to the buyer; the buyer is obliged to return them in proper condition, i.e., emptied and without damage. If the transport means are contaminated or damaged, the buyer bears the repair costs or must compensate us for the value if repair is impossible. The returned transport packaging must be clean, free of foreign substances, and sorted by different types of packaging. Otherwise, we are entitled to demand additional costs from the buyer for repair or disposal.

5. Impossibility

In cases of impossibility of delivery/performance, we are liable in cases of intent or gross negligence by S.A.T. Kunststofftechnik GmbH or a representative or agent according to the statutory provisions. However, our liability in cases of gross negligence is limited to the typical, foreseeable damage, unless one of the exceptions mentioned in Sentence 5 of this provision applies. Otherwise, our liability due to impossibility is limited to damages and the replacement of futile expenses up to 10% of the value of the delivery/performance. Further claims by the customer due to impossibility of delivery/performance are excluded. This limitation does not apply in cases of intent, gross negligence, or violations of life, body, or health. The buyer’s right to withdraw from the contract remains unaffected.

6. Prices and Payments

6.1 All prices are net, ex works or warehouse, excluding VAT, packaging, insurance, and other ancillary costs. All ancillary costs (e.g., freight, insurance, export, transit, import, and other permits, as well as certifications), including packaging, are borne by the buyer. The buyer must also bear all taxes, levies, fees, customs duties, and similar charges imposed in connection with the contract or reimburse them to S.A.T. Kunststofftechnik GmbH if the company becomes liable for them. In particular, the buyer must pay the VAT applicable on the day of delivery.

6.2 Price changes are permissible if more than 6 weeks elapse between the conclusion of the contract and the agreed delivery date or if the delivery can only occur after the 6-week period due to reasons attributable to the buyer. If wages, material costs, or market entry prices increase during the period until delivery, we are entitled to adjust the agreed price accordingly to reflect the cost increase. The buyer is only entitled to withdraw from the contract if the price increase exceeds the general cost of living increase between contract conclusion and delivery.

6.3 The invoice amount is due immediately unless otherwise expressly agreed and is payable as follows:

• Immediately due or 14 days net after the invoice date.

6.4 If the buyer defaults on payment, we are entitled to assert the rights arising from § 288 BGB.

6.5 The buyer may only set off claims if their counterclaims are legally established, undisputed, or acknowledged by us. Furthermore, the buyer is only entitled to exercise a right of retention to the extent that their counterclaim arises from the same contractual relationship.

6.6 If we are aware of circumstances that question the buyer’s creditworthiness, we are entitled to demand advance payments or securities, without prejudice to further statutory claims.

6.7 Checks and promissory notes, whose acceptance we reserve, are considered payment only after redemption. Any discount and bank charges are borne by the buyer.

6.8 The goods are delivered subject to retention of title in accordance with these terms. If we agree with the buyer to pay the purchase price debt via check/promissory note procedure, the retention of title extends to the redemption of the accepted bill of exchange by the buyer and does not expire through the credit of the received check.

7. Warranty

7.1 The buyer’s warranty rights require that they have properly fulfilled their inspection and complaint obligations under § 377 HGB.

7.2 The buyer’s

warranty rights are void if the buyer has used the goods in a manner contrary to contract and improper.

7.3 In case of defects, the buyer has the right to demand supplementary performance (removal of the defect or delivery of a new item). The buyer can request delivery of a new item, even if the defect is insignificant.

7.4 If we are unable to remedy the defect within a reasonable period of time, the buyer can withdraw from the contract or reduce the purchase price.

7.5 We are only liable for the buyer’s defect claims under the statutory provisions.

7.6 Further claims (especially for consequential damages) are excluded unless we acted with intent or gross negligence.

7.7 Our liability for defects is limited as follows:

7.7.1. In cases of intent or gross negligence by the seller or a representative or vicarious agent, we are only liable in accordance with the statutory provisions. Otherwise, we are only liable under the Product Liability Act, for injury to life, body, or health, or for the culpable breach of essential contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the typical, foreseeable damage under the contract. Our liability is also limited to the typical, foreseeable damage in cases of gross negligence, unless one of the exceptions listed in this paragraph applies.

7.7.2. Liability for damage caused by the delivery item to the buyer’s legal property, e.g., damage to other items, is excluded. This does not apply in cases of intent or gross negligence or in cases of injury to life, body, or health.

7.7.3. The provisions of the preceding sections 7.7.1 and 7.7.2 also apply to damages in addition to performance and damages instead of performance. They also apply to claims for the reimbursement of wasted expenses.

7.7.4. The above liability limitations do not apply if the buyer makes claims for damages due to the assumption of a guarantee for the presence of a property, unless the purpose of the quality guarantee only covers the conformity of the underlying delivery with the contract, but not the risk of consequential defects or other property damage.

7.7.5. A change in the burden of proof to the detriment of the buyer is not associated with the above provisions.

8. Overall Liability

8.1. Any further liability for damages than as provided in sections 3, 5, and 7, regardless of the legal nature of the asserted claim, especially for violations of duties arising from the contractual relationship and from tort, is excluded.

8.2. The exclusion of liability according to section 8.1 does not apply in cases of intent, gross negligence, injury to life, body, or health, liability under the Product Liability Act, or due to the culpable violation of essential contractual obligations. However, the claim for damages for the violation of essential contractual obligations is limited to the typical, foreseeable damage under the contract. Our liability is also limited to the typical, foreseeable damage in cases of gross negligence, unless one of the exceptions listed in the first sentence of this paragraph applies.

8.3. To the extent that our liability is excluded or limited, this also applies to the personal liability of employees, workers, agents, representatives, and our vicarious agents.

9. Retention of Title

9.1. The delivered goods remain the property of S.A.T. Kunststofftechnik GmbH until the full payment of all claims arising from the business relationship between us and the buyer. The inclusion of individual claims in a current account and the recognition of the balance do not affect the retention of title. Payment is only deemed to have been made when the corresponding value has been received by us.

9.2. In the event of the buyer’s breach of contract, particularly in case of payment delay, we are entitled to take back the goods. Taking back the goods by us – including by means of seizure – and demanding their return is considered a withdrawal from the contract.

9.3. A seizure of the goods by us is always considered a withdrawal from the contract. After the goods are taken back, we are entitled to dispose of them. The proceeds from the disposal are to be credited against the buyer’s liability, less reasonable disposal costs.

9.4. The buyer is obligated to handle the goods with care, to insure them adequately against fire, water, and theft damage to their new value at their own expense. If maintenance and inspection work is required, the buyer must carry it out at their own expense in a timely manner.

9.5. In the event of seizure or other interventions by third parties, we must be notified immediately in writing so that we can file a lawsuit according to § 771 of the German Code of Civil Procedure (ZPO) or similar foreign legal remedies. If the third party is not able to reimburse us for the court and extrajudicial costs of a lawsuit under § 771 ZPO, the buyer is liable for the resulting loss.

9.6. The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business; however, the buyer hereby assigns to us all claims in the amount of the invoice total (including VAT) of our claims that arise from the resale or other legal grounds against their buyers or third parties, regardless of whether the goods have been resold without or after processing. We accept the assignment. If the assigned claim against the purchaser of the goods subject to retention of title has been included in a current account (Kontokorrent), the assignment also applies to the recognized balance of our contractual partner and, in the event of insolvency of the purchaser, to the then-existing “causal balance” of our contractual partner. The buyer is still authorized to collect this claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the buyer fulfills their payment obligations from the proceeds collected, is not in payment arrears, and especially if no application has been made for the opening of insolvency proceedings over their assets or if they have suspended payments. In this case, we may demand that the buyer inform us of the assigned claims and their debtors, provide all necessary details for collection, hand over the corresponding documents, and notify the debtors (third parties) of the assignment.

9.7. Any processing or transformation of the goods subject to retention of title by the buyer is always carried out for us, without us incurring any liabilities. If the goods subject to retention of title are processed with other items not owned by us, we acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (invoice total including VAT) to the other processed items at the time of processing. This also applies if the buyer acquires sole ownership by processing. The provisions regarding the goods delivered under retention of title apply accordingly to the resulting product.

9.8. If the goods subject to retention of title are inseparably mixed with other items not owned by us, we acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (invoice total including VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the buyer’s item is considered the principal item, it is agreed that the buyer will transfer to us co-ownership in proportion. The buyer will hold the resulting sole ownership or co-ownership in trust for us.

9.9. We are obligated to release the securities to which we are entitled at the buyer’s request to the extent that the realizable value of the securities exceeds the secured claims by more than 10%; however, the selection of the securities to be released is at our discretion.

10. Ownership of Documents, Disclosure

We reserve ownership and copyright on illustrations, drawings, calculations, data, and other documents created by us; these may not be disclosed to third parties. This applies especially to information, especially written documents, labeled as confidential; the buyer must obtain our express written consent before disclosing them to third parties.

11. Applicable Law, Jurisdiction, Partial Invalidity

11.1. For all current and future claims arising from the business relationship with companies, legal entities under public law, and special public assets, including bills of exchange and check claims, the exclusive jurisdiction is the location of S.A.T. Kunststofftechnik GmbH in Gütersloh. However, we are entitled to sue the buyer at their place of residence.

11.2. Unless otherwise specified in the order confirmation, the place of performance for S.A.T. Kunststofftechnik GmbH is Gütersloh.

11.3. These terms and all legal relationships between S.A.T. Kunststofftechnik GmbH and the buyer are subject to the law of the Federal Republic of Germany. The application of the UN Sales Convention (United Nations Convention of April 11, 1980 on Contracts for the International Sale of Goods, BGBl 1989 II S 588, e.r. 1990 II, 1699) is excluded.

11.4. If any provision of these sales, delivery, and payment terms is or becomes entirely or partially ineffective or contains a gap, the validity of the remaining provisions will not be affected.