Terms and Conditions (T&C)

§ 1 Scope of Application

(1) These General Terms and Conditions (hereinafter “GTC”) apply to all business relationships between Seifert Kunststoff GmbH, Neu-Ulm (hereinafter “Contractor” or “we”) and its customers (hereinafter “Client” or “Customer”), provided that the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law. Contracts with consumers (Section 13 BGB) are not entered into.

(2) These General Terms and Conditions apply to all current and future contracts for the manufacture and delivery of plastic parts, tools, molds, and related services (custom manufacturing, small- and large-scale production runs), unless otherwise agreed in writing in individual cases. This also applies even if these General Terms and Conditions are not expressly referred to again in future transactions.

(3) Any conflicting, deviating, or supplementary general terms and conditions of the customer, in particular terms and conditions of purchase, are hereby expressly rejected. They shall become part of the contract only to the extent that the contractor has expressly agreed in writing to their applicability in a specific case. These General Terms and Conditions shall apply even if the Contractor carries out the delivery without reservation while being aware of any conflicting or deviating terms and conditions of the Customer.

(4) Any individual agreements with the customer that deviate from these Terms and Conditions — particularly those set forth in the framework agreement or the relevant offer — shall take precedence over these Terms and Conditions.

§ 2 Offer, Conclusion of Contract, Subsequent Orders

(1) The customer’s inquiries are typically accompanied by technical drawings, CAD data, specifications, bills of materials, and other documents required for production (hereinafter collectively referred to as “Specifications”). The contractor shall prepare a quotation based on this information.

(2) The Contractor’s offers are subject to change and non-binding unless they are expressly designated as binding or include a binding period. A contract shall only be concluded once the Customer accepts the offer by placing an order in writing or in text form (email is sufficient) within the period specified therein, or otherwise within 30 calendar days from the date of the offer.

(3) The basis for every offer and every production run is exclusively the specification provided by the customer at the time the offer is prepared (Section 4). Changes to the specification after the contract is concluded require a separate written agreement and may result in adjustments to the price, delivery date, and other terms and conditions.

(4) Follow-up Orders: If, following an order that has already been fulfilled, the customer accepts an unchanged repeat of the service (identical specifications, identical tooling or identical manufacturing documents), such an order shall be deemed accepted at the most recently agreed-upon prices and terms, unless the contractor objects within 10 business days of receiving the order or points out changed terms (e.g., due to changes in raw material prices, see § 6(4)). The most recently agreed-upon price shall apply, subject to a price adjustment pursuant to § 6(4) and subject to technical or regulatory changes that necessitate such an adjustment.

(5) For orders placed under existing framework agreements, § 3 shall take precedence.

§ 3 Framework Agreements and Individual Orders

(1) If a separate framework agreement (framework supply agreement, quality assurance agreement, supplier agreement, or similar) exists between the parties, its provisions shall take precedence over the following provisions of these General Terms and Conditions in the event of a conflict. These General Terms and Conditions apply supplementarily to the extent that the framework agreement does not contain an exhaustive provision.

(2) If the framework agreement contains provisions regarding quantity, purchase or forecast obligations, price escalation clauses, stockpiling obligations or tooling provisions, these shall take precedence over the corresponding provisions of these General Terms and Conditions (in particular Sections 5 and 6(4)).

(3) Individual call-offs under a framework agreement become binding upon receipt by the Contractor, unless otherwise specified in the framework agreement. For each individual call-off, the Contractor shall issue a separate order confirmation in writing (email is sufficient).

§ 4 Basis for Manufacturing: Customer Drawings and Specifications

(1) Manufacturing shall be carried out exclusively in accordance with the drawings, CAD data, technical specifications, material specifications and other information provided by the customer. The customer is solely responsible for the accuracy, completeness, and functional suitability of the specifications it provides.

(2) The Contractor shall not review the specification for its structural, functional or legal suitability for the Customer’s intended use, but shall merely conduct a standard commercial and technical plausibility check for obvious manufacturing obstacles. There is no obligation to conduct a more extensive review unless this is expressly commissioned and compensated for separately.

(3) If the Contractor identifies obvious errors, inconsistencies or manufacturing concerns regarding the specification, it shall notify the Customer thereof. If the customer nevertheless wishes to proceed with production based on the specification it has confirmed, the contractor shall not be liable for defects resulting from an incorrect or incomplete specification.

(4) Standard dimensional, geometric, and color tolerances — particularly those specified in DIN ISO 20457, DIN 16901/16942 or comparable relevant standards, as well as deviations due to materials and manufacturing processes, shall be deemed to be in accordance with the contract, unless stricter tolerances have been expressly agreed upon in writing in individual cases.

(5) The Customer warrants that it is authorized to disclose the drawings, data, and specifications it has provided to the Contractor and that their use for manufacturing does not infringe upon any third-party rights (in particular, intellectual property rights). The Customer shall indemnify the Contractor against all claims by third parties asserted against the Contractor due to an infringement of such rights arising from the use of the specifications in accordance with the order, including the costs of reasonable legal defense.

(6) All drawings, data, specifications and other documents provided by the Customer remain the property of the Customer and shall be treated as confidential by the Contractor (Section 12). They may not be used for any purpose other than the performance of the respective order — in particular, not for manufacturing on behalf of third parties — without the Customer’s prior written consent.

§ 5 Tools and Molds

(1) If tools, molds, gauges or other production aids (hereinafter “tools”) are required for manufacturing, their production, ownership and cost allocation shall be governed separately in the respective offer or framework agreement.

(2) If the customer reimburses the tooling costs in full or in part, the customer does not acquire ownership of the tools unless this is expressly agreed in writing. Even in the event of full reimbursement of costs, the tool shall remain in the possession of the contractor, unless otherwise agreed, and shall be retained and maintained by the contractor for the duration of the business relationship to fulfill the customer’s orders.

(3) If ownership of the tool has been transferred to the customer, the contractor is nevertheless entitled to retain or use the tool until all claims arising from the business relationship have been paid in full and until the customer’s current and future orders have been fulfilled; § 9 (Retention of Title) remains unaffected.

(4) The Contractor shall store tools owned or financed by the Customer for a period of 3 years following the last call-off order. Upon expiration of this period, the Contractor is entitled to request in writing that the Customer pick up the tools within a reasonable period of time; if this period expires without result, the Contractor may store or dispose of the tools at the Customer’s expense.

(5) The Contractor is prohibited from using the tool to manufacture products for third parties without the Customer’s prior written consent.

(6) The Contractor shall not be liable for wear and tear that occurs during proper use of the tool within the agreed print run (number of impressions); the tool’s expected service life, to the extent known, shall be specified in the quotation.

§ 6 Prices and Terms of Payment

(1) The prices stated in the respective offer or order confirmation apply, plus applicable sales tax, unless otherwise specified. Unless otherwise agreed, prices are ex works (EXW in accordance with the applicable Incoterms), excluding packaging, freight, insurance and other incidental costs.

(2) Unless otherwise agreed, invoices are due for payment without deduction within 30 calendar days of the invoice date; payment within 14 days entitles the custumer to a 2% discount. In the event of late payment, the statutory provisions (§§ 286, 288 BGB) shall apply, in particular default interest at a rate of nine percentage points above the base rate, as well as the lump-sum amount pursuant to § 288(5) BGB.

(3) For custom-made products and for a customer’s first order, the Contractor is entitled to require a down payment of up to 50% of the order value, as well as payment in advance or other forms of security, particularly if tooling- or material-specific upfront work is required.

(4) Price Adjustments for Subsequent Orders: If the costs of raw materials — in particular plastics, energy, labor, or freight — increase between the last price agreement and the date of a follow-up order, the contractor is entitled to notify the customer of an adjusted price within 10 days of receiving the follow-up order. If the customer does not object within 10 business days, the adjusted price shall be deemed agreed upon. In the case of framework agreements, any price escalation clauses agreed upon therein shall take precedence.

(5) Quantities that exceed or fall short of the ordered quantity by up to 10% (for initial orders or newly set-up tools) or 5% (for repeat orders), within the standard manufacturing tolerance, are permissible and will be billed at the agreed-upon unit price.

§ 7 Delivery Dates, Delivery, Force Majeure

(1) Delivery dates and delivery periods are binding only if the Contractor expressly designates them as “binding” in writing. Otherwise, the dates specified are nonbinding estimates calculated to the best of the Contractor’s knowledge.

(2) Delivery and performance deadlines shall be extended appropriately in the event of force majeure or other circumstances beyond the Contractor’s control that significantly impede or render impossible production or delivery, in particular shortages of raw materials or energy, operational disruptions, strikes, lawful lockouts, government measures, and supply failures by upstream suppliers that cannot be compensated for in the short term despite reasonable efforts. The Contractor shall immediately inform the Customer of the occurrence and the expected duration of such circumstances.

(3) If an event described in paragraph 2 lasts longer than 3 months, both parties are entitled to withdraw from the contract with respect to the portion that has not yet been fulfilled. Any further claims by the customer, in particular claims for damages, are excluded in such cases, provided that the contractor is not responsible for the event.

(4) If the Contractor is in default of delivery, the Customer shall be entitled to the statutory rights after first setting a reasonable grace period. The Contractor’s liability shall be governed by § 11.

(5) Partial deliveries are permitted, provided that it is reasonable for the customer to accept them, taking into account the interests of both parties.

§ 8 Transfer of Risk

(1) Unless otherwise agreed, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon delivery to the carrier, freight forwarder or any other person designated to carry out the shipment, but no later than when the goods leave the contractor’s plant or warehouse (EXW in accordance with the currently valid Incoterms).

(2) If shipment is delayed due to circumstances for which the customer is responsible, the risk passes to the customer as soon as the customer is notified that the goods are ready for shipment.

(3) If a different Incoterms clause is agreed upon in a specific case, that clause shall take precedence.

§ 9 Retention of Title

(1) The delivered goods remain the property of the contractor (goods subject to retention of title) until all claims arising from the business relationship with the customer have been paid in full.

(2) The customer is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. If the goods subject to retention of title are processed together with other goods not belonging to the contractor, the contractor shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other processed goods at the time of processing.

(3) The customer hereby assigns to the contractor any claims arising from the resale of the goods subject to retention of title in the amount of the contractor’s invoice value. The contractor accepts this assignment. The customer remains authorized to collect the receivable as long as it duly fulfills its payment obligations.

(4) If the realizable value of the collateral exceeds the receivables to be secured by more than 10 percent, the Contractor shall, at the Customer’s request, release collateral of its choice.

(5) The customer must immediately notify the contractor in writing of any third-party claims to the goods subject to retention of title, particularly those arising from enforcement proceedings; the customer shall bear the costs of any necessary action to intervene.

§ 10 Duty to Inspect and Notify of Defects, Claims for Defects

(1) The customer must inspect the delivered goods immediately upon receipt and report any apparent defects in writing without delay, but no later than 7 business days after receipt of the goods, specifying the nature of the complaint in detail (Section 377 of the German Commercial Code (HGB)). Defects that are not immediately apparent must be reported in the same manner immediately upon their discovery, but no later than within 7 business days of discovery. If no such notification is provided, the goods shall be deemed accepted, unless the defect was not apparent during the inspection.

(2) In the event of justified defects that were reported in a timely manner, the Contractor shall, at its discretion, provide subsequent performance by either repairing the defect or delivering a replacement. If the remedy fails after two unsuccessful attempts or if it is unreasonable for the customer to accept it, the customer may, in accordance with statutory provisions, reduce the purchase price or — in the case of significant defects — withdraw from the contract.

(3) Claims for defects against the Contractor are excluded in cases where the defects are attributable to a defective or incomplete specification provided by the Customer (§ 4).

(4) Claims for defects are barred after 12 months from the transfer of risk, unless the law mandatorily prescribes longer periods (in particular § 438(1)(2), § 634a(1)(2) of the German Civil Code (BGB) in the case of structures or items that have been used in accordance with their customary purpose for a structure and have caused its defectiveness) or claims arising from willful misconduct, fraudulent concealment of a defect, injury to life, bodily injury, or health, or claims arising under the Product Liability Act.

(5) The customer shall bear any expenses incurred as a result of the goods being subsequently moved to a location other than the originally agreed delivery address.

§ 11 Liability

(1) The Contractor shall be liable without limitation for damages resulting from injury to life, limb, or health that are attributable to an intentional or negligent breach of duty by the Contractor, its legal representatives, or its agents, as well as for damages covered by liability under the Product Liability Act, and in cases of willful misconduct and gross negligence.

(2) In cases of simple negligence, the Contractor shall be liable only for a breach of a material contractual obligation (cardinal obligation) whose fulfillment is essential for the proper performance of the contract and on whose compliance the Customer may reasonably rely. In this case, liability is limited to the amount of damage that was foreseeable at the time the contract was concluded and that is typical for this type of contract.

(3) In all other respects, the Contractor’s liability for ordinary negligence is excluded.

(4) The foregoing limitations of liability shall not apply to the extent that the Contractor has assumed a warranty of quality or durability within the meaning of § 443 of the German Civil Code (BGB), to the extent of such warranty.

(5) To the extent that the customer incorporates the delivered plastic parts into its own products or processes them further, and recall, removal, installation, or other consequential costs arise due to a defect for which the contractor is responsible, the contractor shall be liable for such costs in accordance with the preceding paragraphs; the Contractor shall not assume strict liability for these expenses.

§ 12 Confidentiality, Intellectual Property Rights, Data Protection

(1) Both parties agree to treat as confidential all technical and commercial information that becomes known to them in the course of the business relationship — in particular drawings, specifications, cost estimates, and tooling data — that is marked or recognizable as confidential, and to use such information solely for the purpose of fulfilling the respective contract. This obligation shall continue even after the business relationship has ended.

(2) The Contractor shall not disclose the design documents provided by the Customer to third parties without the Customer’s consent and shall use them exclusively for the purpose of fulfilling the respective order (see § 4(6) above).

(3) The processing of personal data in the context of the business relationship is carried out in accordance with the Contractor’s privacy policy, which is available on its website or upon request.

§ 13 Set-off, Right of Retention

(1) The customer may set off only claims that are undisputed or have been legally established.

(2) The customer is authorized to exercise a right of retention only to the extent that the customer’s counterclaim is based on the same contractual relationship and is undisputed or has been established by a final and binding judgment.

§ 14 Final Provisions

(1) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) Unless otherwise agreed, the place of performance for delivery and payment is the Contractor’s place of business in Neu-Ulm.

(3) The exclusive venue for all disputes arising out of or in connection with this business relationship is Neu-Ulm, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law. The contractor is also entitled to bring an action against the customer at the customer’s general venue.

(4) Any amendments or additions to these General Terms and Conditions or to the respective contract must be made in text form; this also applies to any waiver of the text form requirement.