AGB

§ 1 Scope of Application

1. These General Terms and Conditions of Sale shall apply to all offers, sales, deliveries and services provided by AST Kunststoffverarbeitung GmbH (hereinafter referred to as “AST” or “we/us”) to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
2. These Terms and Conditions shall apply exclusively. Any general terms and conditions of the customer that conflict with or deviate from these Terms and Conditions shall not become part of the contract unless AST has expressly agreed to their validity in text form.
3. These Terms and Conditions shall also apply to all future transactions with the customer unless expressly agreed otherwise.
4. Individual agreements between AST and the customer shall take precedence over these Terms and Conditions.

§ 2 Conclusion of Contract

1. Our offers are non-binding unless expressly designated as binding.
2. A purchase contract shall be concluded upon our order confirmation in text form. If no separate order confirmation is issued, the invoice may also constitute the order confirmation, provided that it clearly indicates acceptance of the order.
3. The scope of delivery shall be determined exclusively by our order confirmation.
4. Amendments or additions to the order require our confirmation in text form.
5. Illustrations, drawings, dimensions, weights, filling volumes, technical data and other product specifications are approximate only unless expressly designated as binding or expressly agreed as a specific quality of the product. Production-related and technically unavoidable deviations within customary industry tolerances or agreed tolerances shall remain reserved.

§ 3 Product Quality, Intended Use and Technical Specifications

1. Our plastic jerry cans, plastic drums and other plastic packaging products shall be manufactured and supplied in accordance with the specifications agreed in each individual case.
2. Any information provided by AST concerning the suitability of our plastic jerry cans and plastic drums for specific filling materials or intended uses is provided to the best of our knowledge. Unless expressly agreed in writing that a specific suitability is guaranteed, such information shall not constitute a guarantee of quality or a guarantee of suitability for a particular purpose.
3. Prior to use, the customer shall verify and ensure that the respective container is suitable for the intended filling material, intended use and the specific conditions of filling, storage, handling and transport.
4. This applies in particular to the chemical compatibility between the respective filling material and the plastic material as well as to the suitability of the container, closure and other components for the specific application.
5. The customer shall also be responsible for ensuring that the packaging used by the customer complies with all applicable statutory, regulatory and technical requirements relating to the specific application. This applies in particular to requirements concerning the filling, labelling, storage, transport and placing on the market of the packaged substances and products.
6. Our products may only be used as intended and in compliance with the product, application, safety, storage and transport instructions provided by AST.
7. If the customer uses closures, seals, fittings or other components from third-party manufacturers with plastic jerry cans or plastic drums supplied by AST, the customer shall be responsible for their compatibility and suitability. AST shall be liable for damage caused by components not approved by AST or not agreed with AST only in accordance with the statutory provisions.
8. Torque values specified by AST for closures are solely indicative values for commercially available closure systems. They do not constitute binding specifications or a guarantee of the tightness or suitability of a particular packaging system.
9. The user shall be responsible for determining and, where necessary, validating by appropriate testing the torque suitable for the specific packaging, closure, filling material and operating conditions.
10. AST does not provide any guarantee or warranty with regard to the selection or application of a torque specified or set by the customer, insofar as the cause of a defect or damage is not attributable to a breach of duty for which AST is responsible.
11. Empty and filled plastic containers shall be stored and transported protected from weather conditions and in accordance with the respective product requirements. Direct and prolonged exposure to sunlight shall be avoided unless the respective product has expressly been designed for such exposure.
12. In particular, the customer shall avoid excessive or extreme thermal loads as well as unsuitable storage and transport conditions.

§ 4 Prices and Payment Terms

1. The prices and payment terms stated in our order confirmation shall apply.
2. Unless otherwise agreed, our prices are exclusive of statutory VAT.
3. Invoices shall be paid within the agreed payment period without deduction. The date on which the full invoice amount is credited to AST shall be decisive for timely payment.
4. In the event of default in payment, AST shall be entitled to the statutory rights. In particular, AST may claim default interest, the statutory lump-sum compensation for costs of EUR 40 and any further damage caused by default.
5. If circumstances become known after conclusion of the contract that are likely to materially impair the customer's solvency or creditworthiness and thereby jeopardise AST's payment claims, AST shall be entitled to make outstanding deliveries conditional upon advance payment or the provision of adequate security. Statutory rights shall remain unaffected.
6. The customer may only offset claims that are undisputed or have been finally adjudicated. The customer may exercise a right of retention only insofar as its counterclaim arises from the same contractual relationship.

§ 5 Delivery and Delivery Period

1. Delivery dates and delivery periods shall only be binding if expressly confirmed as binding by AST.
2. Delivery periods shall commence at the earliest upon conclusion of the contract and clarification of all commercial and technical details required for delivery.
3. Events of force majeure and other events beyond AST's control that materially impede or temporarily or permanently prevent delivery shall entitle AST to postpone delivery for the duration of the impediment plus a reasonable restart period.
4. Such events shall include, in particular, war, armed conflicts, natural disasters, epidemics or pandemics, operational disruptions, strikes, lockouts, energy or raw material shortages, transport disruptions, official measures and significant disruptions or failures at suppliers, insofar as AST is not responsible for them.
5. If the impediment is expected to last for more than three months, either party shall be entitled to withdraw from the contract with regard to the part of the contract that has not yet been fulfilled, provided that it is unreasonable for that party to remain bound by the contract.
6. Partial deliveries shall be permissible insofar as they are reasonable for the customer.

§ 6 Shipment and Transfer of Risk

1. In transactions with entrepreneurs, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover of the goods to the forwarding agent, carrier or other person appointed to carry out the shipment.
2. This shall also apply if AST bears the transport costs or delivery is made carriage paid.
3. AST shall only take out transport insurance if expressly agreed.

§ 7 Inspection and Notification of Defects

1. The customer shall inspect the delivered goods without undue delay after delivery, insofar as this is practicable in the ordinary course of business.
2. Apparent defects shall be notified to AST without undue delay in text form. Hidden defects shall be notified without undue delay after discovery.
3. If the customer fails to carry out the proper inspection and/or notify defects, the goods shall be deemed approved with regard to the relevant defect, insofar as the statutory requirements of Section 377 of the German Commercial Code (HGB) are met.
4. In the event of justified defects notified in due time, AST shall initially be entitled to cure the defect. AST may, at its discretion, remedy the defect or supply replacement goods free from defects, insofar as legally permissible.
5. If the cure fails or is dispensable under statutory provisions, the customer shall have the further statutory rights in respect of defects.

§ 8 Liability

1. AST shall be liable without limitation for damage resulting from injury to life, body or health insofar as such damage is caused by an intentional or negligent breach of duty by AST or its legal representatives or vicarious agents.
2. AST shall also be liable without limitation for damage caused by intent or gross negligence on the part of AST or its legal representatives or vicarious agents.
3. In cases of ordinary negligence, AST shall – subject to paragraphs 1 and 2 – only be liable for breaches of essential contractual obligations. In such cases, liability shall be limited to the foreseeable damage typical for the contract at the time of conclusion of the contract.
4. The above limitations of liability shall not apply insofar as AST has expressly assumed a guarantee, assumed a procurement risk or is subject to mandatory statutory liability, in particular under the German Product Liability Act.
5. The customer's statutory rights in respect of defects shall remain unaffected.

§ 9 Retention of Title

1. AST shall retain title to the delivered goods until all claims arising from the respective purchase contract have been paid in full.
2. In transactions with entrepreneurs, AST shall additionally retain title to the delivered goods until all claims arising from the ongoing business relationship with the customer have been settled in full.
3. The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to AST, as security for AST's claims, all claims arising from such resale. AST hereby accepts this assignment.
4. The customer shall remain authorised to collect the assigned claims as long as it duly fulfils its payment obligations towards AST.
5. AST shall be entitled to revoke the authority to collect the claims if the customer defaults on payment or if other legitimate reasons exist.
6. If the customer processes, combines or mixes the goods subject to retention of title, this shall be carried out on behalf of AST. AST shall acquire co-ownership of the resulting product in proportion to the value of the goods supplied by AST to the value of the other processed, combined or mixed goods.
7. The customer shall store the goods owned or co-owned by AST free of charge on behalf of AST.
8. The customer shall immediately inform AST of any seizure or other intervention by third parties affecting the goods subject to retention of title.
9. If the realisable value of the securities exceeds AST's claims by more than 25%, AST shall release securities of its choice upon the customer's request insofar as there is over-collateralisation.

§ 10 Exclusion of Conflicting Terms and Conditions

The customer's terms and conditions shall not apply unless AST has expressly agreed to their validity in text form.

This shall also apply if AST carries out delivery without reservation while being aware of the customer's conflicting or deviating terms and conditions.

§ 11 Place of Performance and Jurisdiction

1. The place of performance for all obligations arising from the contractual relationship shall be the registered office of AST Kunststoffverarbeitung GmbH.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the competent court at the registered office of AST Kunststoffverarbeitung GmbH shall have jurisdiction for all disputes arising from or in connection with the contractual relationship.
3. AST shall, however, also be entitled to bring an action against the customer at the customer's general place of jurisdiction.

§ 12 Applicable Law

The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), insofar as such exclusion is legally permissible.

§ 13 Final Provisions

Should any provision of these Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

The statutory provisions shall replace the invalid or unenforceable provision.