General Terms and Conditions

1. Validity:

The sale of our goods and our other services shall be based exclusively on the following terms and conditions of sale, even if we have not objected in individual cases to deviating terms and conditions of purchase of the customer, which we hereby expressly reject. The terms and conditions of sale shall be deemed to have been accepted without reservation by the customer at the latest upon acceptance of our goods or other services, even in the event of his prior objection. Deviations from the Terms and Conditions of Sale require our express prior written consent for each individual contract in order to be effective.

2. Offer:

Our offers are subject to change. Samples and specimens are non-binding framework specifications. We reserve the right to make excess or short deliveries up to and including 10%.

3. Prizes:

The price calculation shall be based on the price valid on the day of delivery or performance, plus the respective statutory value added tax, unless a different price agreement has been made. Unless otherwise agreed, the prices for deliveries of goods are ex works or ex warehouse, including our standard packaging. If carriage paid delivery of goods has been agreed, this shall apply carriage paid to the receiving station of the customer, excluding cartage. Additional costs due to a special type of shipment requested by the customer (e.g. express goods, urgent goods, air freight) shall be borne by the customer.

4. Shipment and transfer of risk:

Shipment shall always be at the risk and, unless otherwise agreed, at the expense of the customer. The risk shall pass to the customer upon delivery of the goods to the transport company, at the latest when the goods leave our factory or warehouse or, in the case of drop shipments, the factory or warehouse of our supplier, even in the case of FOB or CIF transactions. The customer is obliged to check the goods immediately after delivery for completeness and recognizable damage and to notify us of any loss or damage without culpable delay.

5. Delivery:

The delivery dates stated in our sales forms regularly indicate the expected delivery date, which we will endeavor to meet.In the event of non-compliance with a delivery deadline expressly agreed in writing, the customer shall be entitled to set us a reasonable grace period in writing.If the delivery deadline is not met by the expiry of the grace period, the customer shall be entitled to withdraw from the contract. Delivery shall be deemed to have been made on time as soon as the goods have left our factory or warehouse or that of our supplier as agreed before expiry of the deadline. Circumstances or events for which we are not responsible and which make delivery impossible or unreasonably difficult, e.g. traffic and operational disruptions, shortages of raw materials or energy, strikes or lockouts, shall release us from the obligation to deliver for the duration of the hindrance and a reasonable start-up period, even if they occur at our suppliers. If the hindrance is not expected to end within a reasonable period of time, we shall be entitled to withdraw from the contract in whole or in part without any obligation to make subsequent delivery. Claims for damages by the customer are excluded. If the customer refuses delivery even after a reasonable grace period has expired, we shall be entitled, without prejudice to other claims, to demand a lump sum of up to a quarter of the purchase price to compensate our costs, taking into account a claim for compensation for the damage, but without proof thereof. Adhesive tapes shall remain in their original packaging until they are used. The packaging shall be handed over by the user to a waste disposal company. We thereby avoid additional costs and emissions.

6. Payments:

We request that all payments be made to INDUPLAST Josef Löken GmbH & Co. KG, Bocholt. The invoice amounts are payable within 30 days of the invoice date without deduction; we grant a 2% discount for payment within 14 days of the invoice date. The timeliness of the payment is determined by the receipt of the amount at our unconditional disposal. Payments to our sales representatives shall only be considered as fulfillment upon presentation of a valid power of attorney for collection. We only accept checks on account of performance. Payments by bill of exchange are excluded. If the payment deadline is exceeded or payment is not made in full on time, the customer shall be in default even without a reminder. Without prejudice to other claims, we shall be entitled to demand default interest of 2% above the respective discount rate of the Deutsche Bundesbank from the due date. If the customer is in default of payment or if justified doubts arise as to his ability to pay, we shall be entitled to declare all claims against him due immediately and/or to demand the provision of security even before delivery, to withhold outstanding deliveries under this and other contracts in whole or in part or to withdraw from existing contracts. The customer may only offset undisputed or legally established claims or only exercise a right of retention in respect of claims based on the same contractual relationship.If the customer is a merchant, the assertion of a right to refuse performance or a right of retention requires our prior written consent.

7. Property rights:

The delivered goods shall remain our property until the purchase price and all existing or future claims arising from the business relationship with the customer have been paid in full. The customer is entitled to sell the goods subject to retention of title in the ordinary course of business as long as he fulfills his contractual obligations towards us.He is not permitted to pledge the goods or transfer them by way of security; he must inform us immediately of any interference by third parties with our property rights. If the customer does not fulfill his contractual obligations towards us, we are otherwise entitled to demand the return of the reserved goods; the customer has no right to possession in this respect. Upon purchase of the reserved goods, the customer assigns to us the claims against his customers arising from their resale, including all ancillary rights. He shall remain entitled to collect his claims assigned to us until revoked. The customer is obliged to inform us upon request of the amount of his claims and the names of the third-party debtors. If the goods subject to retention of title are processed, we shall be deemed to be the manufacturer and shall acquire ownership of the new item without any claims accruing to the customer from this transfer of rights. If the processing is carried out together with other materials, we shall acquire co-ownership of the manufactured item in the ratio of the gross invoice price of the goods subject to retention of title to that of the other materials. If, in the event of combination, mixing or blending with another item, this is to be regarded as the main item, co-ownership of the item shall pass to us to the extent of the gross invoice value of the goods subject to retention of title. If the value of the securities transferred to us exceeds our total claims against the customer by more than twenty percent, we are prepared, at the customer’s request, to reassign the security rights to the customer at our discretion at any time.

8. Information and advice:

All verbal and written information on the suitability and possible applications of our goods is provided to the best of our knowledge. However, they only represent our empirical values, which are regularly not deemed to be guaranteed; they do not justify any claims against us. In particular, the customer shall not be released from the obligation to check for himself the suitability of the goods for the intended use.

9. Warranty:

Complaints due to recognizable defects, incorrect deliveries or considerable deviations in quantity must be notified to us in writing without delay, at the latest 14 days after delivery of the goods. Hidden defects in the goods must be reported in writing immediately after their discovery, at the latest 6 months after delivery of the goods. If the customer does not report a defect within this period, the goods shall be deemed to have been approved without defects. In the event of a justified complaint, the customer shall be entitled, at our discretion, to a free repair or, if the goods are returned, to a replacement delivery. Shortages will be delivered subsequently. If the repair or replacement delivery is not successful within a reasonable period of time, the customer may demand a reduction in the purchase price or, if necessary, rescission of the contract. If the purchaser is a merchant, the decision on this shall be at our discretion. Claims due to the absence of a warranted characteristic can only be asserted if a specific characteristic has been expressly warranted in writing by our sales management in the individual case. Liability shall be determined in accordance with the statutory provisions. However, we only accept liability for consequential damages if and to the extent that this was the subject of our warranty declaration.

10. Damages:

Any claims for damages on the part of the customer which may arise directly or indirectly in connection with the order, delivery or use of our goods, irrespective of the legal grounds, shall be excluded as a matter of principle, unless we, our agents or representatives have caused the damage through gross negligence or intent. In the event of damage caused by gross negligence, the claim for damages of a customer who is a merchant shall be limited to compensation for the foreseeable damage. A claim for damages by a customer who is not a merchant due to delay or impossibility as a result of slight negligence shall be limited to an amount equivalent to a quarter of the purchase price.

11. Place of performance and jurisdiction:

The place of performance for our deliveries is the respective place of dispatch and, as far as legally permissible, for our other services Bocholt. The place of performance for all obligations of the customer is Bocholt. The place of jurisdiction for both parties is Bocholt or, at our discretion, the general place of jurisdiction of the customer.

12. Final provision:

The legal invalidity of individual provisions shall not affect the binding nature of the remainder of the contract. We would like to point out that we process the customer’s data relating to business transactions with him in accordance with the Federal Data Protection Act (Bundesdatenschutzgesetz).

Registered office: 46395 Bocholt | Commercial Register HRA 5094, Coesfeld Local Court |

Personally liable partner: Löken Verwaltungsgesellschaft mbH – HRB 9101

CEO/Managing Director: Sandra Löken | Address: Schaffeldstraße 21, 46395 Bocholt