General sales and delivery conditions
§ 1 General scope of the conditions
The deliveries, services and offers of FDU-Hotrunner GmbH are made exclusively on the basis of these conditions. The conditions therefore also apply to all future business relationships, even if they are not expressly agreed again. Modifying or otherwise deviating from the terms of the FDU-Hotrunner GmbH conditions for the purchaser are not recognized, regardless of how the purchaser announced their terms. Counter-confirmations from the purchaser with different conditions are hereby voided.
Deviations from these General Terms of Delivery are only effective if FDU-Hotrunner GmbH confirms them in writing. All agreements made between FDU-Hotrunner GmbH and the purchaser for the purpose of executing the contract must be in writing. The transmission by fax, postal mail or scanned document is sufficient. However, purely electronic forms (such as text message or email) or purely verbal communication is expressly excluded.
§ 2 Offer and conclusion of contract
The offers of FDU-Hotrunner GmbH are non-binding. Following a purchaser declaration of acceptance, all orders become legally effective only upon written confirmation by FDU-Hotrunner GmbH. The same applies to additions, changes, modified agreements or subsidiary agreements. Drawings, illustrations, dimensions, weights or other performance data or properties are only binding if expressly agreed in writing.
§ 3 Pricing, price change
The definitive price is that which is quoted by FDU-Hotrunner GmbH in the order confirmation plus the respective statutory sales tax. Additional deliveries and services will be charged separately.
If the order is changed by the purchaser after the order confirmation has been made, the purchaser is obliged to bear the additional costs incurred. These are quantified depending on the actual stage of production the confirmed order has reached and the level of additional costs incurred.
Unless otherwise agreed, the prices are ex works excluding packaging and freight.
§ 4 Payment, due date
Unless otherwise agreed in writing, the payment claims of FDU-Hotrunner GmbH shall be payable without deductions within 30 days of receipt of the invoice. If the purchaser defaults on payment, FDU-Hotrunner GmbH is entitled to charge default interest of 8% above the base interest rate. The same interest rate applies to bills of exchange from the time of acceptance.
The FDU-Hotrunner GmbH is entitled, despite contrary provisions of the purchaser, first to offset payments against its older debts. If costs and interest have already arisen, FDU-Hotrunner GmbH is entitled to offset the payment first against the costs, then against the interest and finally against the principal claim.
The payment is only deemed to be made if FDU-Hotrunner GmbH can dispose of the amount; when paying by cheque, when the cheque is cashed.
If the purchaser does not meet their payment obligations, they do not cash a cheque, they cease payments or other circumstances are known which raise a doubt about the creditworthiness of the purchaser, the FDU-Hotrunner GmbH is entitled to make the entire remaining debt due even if it accepted checks. In this case, FDU-Hotrunner GmbH is further entitled to demand advance payments or security deposits and to withdraw from current contracts.
The purchaser is only entitled to set-off, retention or reduction, even if complaints and counterclaims are asserted, if the counterclaims are legally established or recognized by FDU-Hotrunner GmbH.
All costs associated with the payment shall be borne by the purchaser.
§ 5 Delivery time and delay
The delivery time specified by FDU-Hotrunner GmbH in the order confirmation is considered to be only approximate and is not binding. A binding delivery period requires an express written agreement. Delivery times begin only with the complete clarification of all details in the order. In case of later changes to the scope of delivery, the delivery period will be extended accordingly. Delivery dates and deadlines refer to the time of readiness for shipment.
Delivery and service delays due to force majeure and events that make FDU-Hotrunner GmbH’s deadlines significantly more difficult and impossible to deliver - including material procurement difficulties, breakdowns of any kind, strike, lockout, lack of personnel, lack of means of transport, official orders, etc. - even if they occur with suppliers of FDU-Hotrunner GmbH or their subcontractors, FDU-Hotrunner GmbH is not responsible even for bindingly agreed terms and dates. They entitle FDU-Hotrunner GmbH to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the unfulfilled part.
If the delay lasts more than 3 months, the purchaser is entitled, after unsuccessful setting of a reasonable deadline for performance, to withdraw from the contract in respect of the part not yet fulfilled.
Claims of the purchaser for damages, in particular according to §§ 280 ff BGB, are excluded in all these cases; Unless FDU-Hotrunner GmbH or its vicarious agents have caused the reason for withdrawal intentionally or grossly negligently. However, the amount is limited to 15% of the contract value (excluding VAT).
§ 6 Transfer of risk
The risk is transferred to the purchaser as soon as the consignment has been handed over to the person carrying out the transport or has left the factory or warehouse of FDU-Hotrunner GmbH for dispatch, regardless of who bears the freight costs. If shipping is delayed through no fault of FDU-Hotrunner GmbH, the risk passes to the purchaser upon receipt of confirmation of readiness for shipment.
§ 7 Rights and obligations of the purchaser in case of defects
The purchaser must notify FDU-Hotrunner GmbH in writing without delay, at the latest within one week after receipt of the delivery. Defects that cannot be determined within this period, even with careful examination, must be reported in writing to FDU-Hotrunner GmbH immediately after their discovery. Failure by the purchaser to indicate a defect in time leads to the delivered goods being considered approved, i.e the rights of the purchaser due to defects are excluded.
If the purchaser of the FDU-Hotrunner GmbH provides timely notification of a defect, their rights are governed by the statutory provisions of §§ 437 to 444 BGB with the following changes:
The supplementary performance is limited to the right to demand remedy of defects. The type and location of the defect removal is determined by FDU-Hotrunner GmbH. It is up to the FDU-Hotrunner GmbH, instead of eliminating the defect, to deliver a defect-free item. In this case, the purchaser is obliged to return the defective item to FDU-Hotrunner GmbH upon request. If the purchaser requires that the subsequent performance be made at a location determined by him, the FDU-Hotrunner GmbH can comply with this request, whereby the additional expenditure on working time, travel expenses and expenses to the standard rates of FDU-Hotrunner GmbH are to be borne by the purchaser.
Subject to the provision in § 12, the claim for damages exists only for damages caused intentionally or grossly negligently by FDU-Hotrunner GmbH or its vicarious agents and does not extend to compensation for damages that did not arise on the product itself.
The claims of the purchaser in case of defects become statute-barred after one year, beginning with the delivery of the item to the purchaser.
The rights in case of defects are only for the immediate purchaser and are not assignable.
The rights in case of defects are excluded in the case of:
Wear or damage caused by wear, which is particularly the case with all parts that are in direct contact with the flowing or standing plastic melt, if the melt contains additives that are abrasive or corrosive;
Failure to follow operating or maintenance instructions of FDU-Hotrunner GmbH;
Changes made to the products by the purchaser, replacement of parts or use of consumables that do not conform to the original specifications, improper handling, use or repair of the products, and faulty or improper storage;
Conditions of use of the products that were not previously agreed between the purchaser and FDU-Hotrunner GmbH as the basis for the order;
Use of hot runner controllers that do not conform to the state of the art at the time of the conclusion of the contract. Actions of the purchaser, which lead to the exclusion of the rights in case of defects, also include the corresponding actions of third parties who are equal in standing to the purchaser, in particular the purchaser appointed tool builder, to whom the FDU-Hotrunner GmbH delivers the product directly on the instructions of the purchaser.
§ 8 Return of standard components
FDU-Hotrunner GmbH is not obliged to take back a defect-free item made to order, even if the purchaser subsequently determines that he does not need or cannot use the item in whole or in part. However, FDU-Hotrunner GmbH is ready to take back unused FDU-Hotrunner GmbH hot runner standard components. Whether the return takes place is decided by FDU-Hotrunner GmbH in the respective individual case. The returned goods will be credited to the purchaser. FDU-Hotrunner GmbH is entitled to charge a processing fee of at least 20% of the credited amount for the additional expenses incurred with the return of the goods and to deduct this immediately from the credited amount.
§ 9 Retention of title
Up to the fulfillment of all demands (including all payment demands owed by the purchaser), which the FDU Hotrunner GmbH for any legal reason is entitled to from the purchaser now or in the future, the FDU Hotrunner GmbH is granted the following securities by the purchaser, which, at the request of the purchaser, it will release at its own discretion if its value exceeds the claims by more than 20%:
The goods remain the property of FDU-Hotrunner GmbH. Processing and reshaping of the goods are always carried out by the FDU-Hotrunner GmbH as manufacturer, but without obligation for them. If the (co-) ownership of the FDU-Hotrunner GmbH expires by connection, it is already agreed that the (co-) ownership of the purchaser of the unified object in proportion to value (invoice value) passes to the FDU-Hotrunner GmbH. The purchaser keeps the (co-) property of FDU-Hotrunner GmbH free of charge. Goods to which the seller is entitled (co-) ownership are referred to below as reserved goods.
The purchaser is entitled to process and sell the reserved goods in due course of business, as long as he is not in default. Pledging or security transfers are prohibited. The purchaser hereby assigns to FDU-Hotrunner GmbH all claims resulting from the resale or any other legal reason (insurance, tort) with regard to the reserved goods (including all balance claims from current account). The FDU Hotrunner GmbH revocably authorizes him to collect the claim assigned to FDU-Hotrunner GmbH for his account in his own name. The collection authorisation can only be revoked if the purchaser does not duly fulfill his payment obligations or if bills of exchange or cheques are not honoured. If third parties access the reserved goods, the purchaser will point out the (co-) ownership of FDU-Hotrunner GmbH and notify them immediately. In case of breach of contract by the purchaser, in particular in case of default of payment, FDU-Hotrunner GmbH is entitled to withdraw from the contract if the purchaser previously unsuccessfully set a reasonable deadline for performance and this deadline has expired. Reasonable is a period of 2 weeks. § 323 para. 2 ff BGB apply accordingly.
§ 10 Design changes
FDU-Hotrunner GmbH reserves the right to make any changes in design or shape at any time, in particular to the extent required by law. However, it is not obliged to make such changes to products already delivered.
§ 11 Confidentiality
Unless otherwise expressly agreed in writing, the information provided by FDU-Hotrunner GmbH within the framework of the business relationship between the parties and the information communicated by the purchaser is not confidential.
§ 12 Liability
For the liability of FDU-Hotrunner GmbH § 7 (2b) applies accordingly. All claims not expressly granted there, even those for damages - for whatever legal reason - are excluded, as far as legally permissible. Incidentally, FDU-Hotrunner GmbH shall only be liable under the Product Liability Act, for injury to life, limb or health or for culpable violation of essential contractual obligations. Apart from the liability under the Product Liability Act, the claim for damages for the breach of essential contractual obligations, even in cases of gross negligence, does not extend to damages which did not arise on the product itself.
§ 13 Applicable law
For these terms and conditions and the entire legal relationship between the parties, German law shall apply to the exclusion of the laws governing the international purchase of movable property, even if the purchaser is domiciled abroad.
§ 14 Jurisdiction
For all disputes arising directly or indirectly from the contractual relationship, the place of jurisdiction is HRB 66280 Ludwigshafen am Rhein, if the purchaser is a merchant, a legal entity under public law or a public-law special fund. However, FDU-Hotrunner GmbH is entitled to sue at the purchaser’s domicile.
§ 15 Partial nullity
Should a provision in these General Terms of Delivery or a provision in the context of other agreements be or become ineffective, this shall not affect the validity of all other provisions and agreements.
§ 16 Miscellaneous
If the purchaser wishes to transfer rights and obligations under the contract concluded with us to third parties, the transfer to acquire effectiveness requires our written consent.
FDU Hotrunner GmbH
phone: +49 6233 51195-10
fax: +49 6233 51195-99
© FDU Hotrunner GmbH