Production Contract

of Cosmetic Service GmbH

Eppertshausen, 2013-04-30

 

 

Production Contract

 

 

between

 

XXXXXXXXXXXXXXXXXX (registered office in XXXXXXXXXXXXXXX), represented by XXXXXXXXXXXXXXXXXXX

 

- hereinafter referred to as the "Customer" -

 

and

 

Cosmetic Service GmbH (registered office in Weißen Holz 3, 64859 Eppertshausen),

 

a company incorporated under German law with limited liability and registered in the German Trade Register at Darmstadt District Court under German Tax Registry Number HRB 31461, represented by its Managing Director, Mr Klaus Grabowsky

 

- hereinafter referred to as the "Contractor".

 

§ 1 Deliveries

The Contractor will deliver exclusively in accordance with the following production, delivery, sales and payment terms. Deviations from this - especially from the validity of the Customer's terms of purchase - require express written confirmation by us.

 

§ 2 Offers

Offers are subject to confirmation by the Contractor. Orders only become binding by way of written confirmation within 2 weeks or after the performance of contract begins. Verbal, telephone and electronically transmitted telegraphic agreements are only binding if they are confirmed by us in writing before the aforementioned deadline.

 

§ 3 Order quantities

Unless otherwise expressly agreed in writing the contract quantity is approximate. Deviations of 10% more or less are permissible. This also applies to partial deliveries for buying on call.

 

§ 4 Packaging and raw materials, consumables and supplies

In the case of order-related procurement of packaging, packaging parts, or raw materials, consumables and supplies, the Customer agrees to accept in full packaging, packaging parts or raw materials, consumables and supplies supplied by the Contractor's third-party suppliers.

  • For individual orders - within 2 weeks of delivery of the finished product
  • For call or frame orders - 2 weeks after the end of the agreed term or amount

 The Contractor is not liable for quality or consistency.

 

§ 5 Prices

Prices quoted are exclusive of statutory value added tax and excise duty. Unless otherwise expressly agreed the purchase price is payable in full upon delivery of the goods. Prices are valid only with the written offer of the manager and/or an authorised signatory. Verbal agreements are not valid.

 

§ 6 Customs duties

The Customer will assume customs duties, responsibilities for processing and liability for deliveries to countries outside of Germany.

 

§ 7 Due dates, defaults, expenses and offsetting

The Contractor reserves the right to calculate interest at the usual bank interest rates from the due date of payment. In the event of default, the Contractor is entitled to demand further default damages. Bills of exchange and cheques will only be accepted as conditional payment. They are regarded as payment when they are redeemed. Expenses will be charged to the Customer. Offsetting contested or non-legally established claims against our purchase price claims is not possible.

 

§ 8 Retention of ownership

The delivered goods remain property of the Contractor until full payment, including interest and costs, or until the full redemption of the bills of exchange or cheques. in order to secure the claims, the Customer will assign to the Contractor until full payment claims against third parties resulting from the resale of goods.

 

§ 9 Solvency

If the solvency of the Customer deteriorates between the order confirmation and delivery, or if the Contractor subsequently discovers that there are serious concerns about the solvency of the Customer, the Contractor is entitled to demand pre-term or advance payment. If the Customer fails to respond to such request, the Contractor is entitled to withhold any outstanding deliveries or withdraw from the contract. If a default is not resolved within a reasonable period, the Contractor is entitled to withdraw from the contract or claim damages for non-performance. This is especially true for agreed but not-yet-implemented follow-up transactions.

 

§ 10 Delivery deadlines

Unless otherwise expressly agreed, the Contractor's aforementioned delivery times and dates are approximate and depend on raw materials and packaging procurement.

 

§ 11 Order changes

If the Customer makes changes to the order after confirmation of the order, the delivery period begins with the confirmation of the change. Deviations in size, content, weight and colour caused by the Contractor are permitted within the standard deviations.

 

§ 12 Dispatch

Dispatch of all goods is at the Customer's expense and risk. If freight-free delivery is agreed, the freight will be assumed by the Contractor until a station of destination in accordance with standard rates. Additional costs, such as drayage, freight receipt, etc. will be assumed by the Customer. Freight insurance can be taken out at the Customer's request; costs incurred will be borne by the Customer.

 

§ 13 Packing materials

Unless otherwise agreed in writing the cost of packaging materials will be invoiced individually.

 

§ 14 Defects

The quality of the goods delivered will be deemed approved if a release specimen is approved in writing (email, fax or letter). Hidden defects can only be asserted against the Contractor if notification of the defect is received within 1 month of delivery of the goods. The Contractor is liable for rescindment, reduced payments and compensation deliveries in accordance with the legal requirements, insofar as the goods in question are returned to the Contractor. Specifically, complaints regarding lack of warranted properties must be documented by the Customer as part of a reasonable investigation. If the Customer forbears any reasonable investigation, it loses its warranty rights as regards the deficiencies found.

 

§ 15 Liability

The Contractor's liability is limited to fault and gross negligence; this also applies to any damages caused by use of our products, hypersensitivity or similar. Forces majeure, strikes, breakdowns, shortages of raw materials, government intervention, etc. that are not the responsibility of the Contractor, exempt the Contractor from any obligation. In such cases the Contractor is also entitled to withdraw from the contract in whole or in part. The Customer cannot derive any claim for damages from this. Warranty claims expire with the end of the shelf life of the contract products or the end of the statutory period for assertion of warranty claims, whichever occurs earliest. Insofar as goods delivered by the Contractor are stored by the Customer or by us in containers manufactured by the Customer itself, the Contractor is only liable if we have confirmed in writing the compatibility of the products manufactured by the Contractor and the containers. If the Customer does not commission an assessment of suitability of the packaging material and filling, liability is excluded by the Contractor. The Contractor is also not liable for the suitability of the product for the Customer's intended purpose. The advice we give on application is based on the best of our knowledge. As the actual application is beyond the control of the Contractor and its circumstances cannot be predicted, it is only possible to issue non-binding written and verbal instructions and advice. This does not release the Customer from its duty to test products as regards their suitability for their intended applications and purposes.

 

§ 16 Damage, loss or destruction to packaging

The Contractor is only liable for damage, loss or destruction of the Customer's packaging or packaging parts that are stored on the Contractor's premises if the damage, loss or destruction is due to an intentional act or gross negligence on the part of the Contractor.

 

§ 17

The Contractor and Customer are obliged to keep the cooperation and information strictly confidential and not to communicate it to third parties. The obligation does not apply to information

  • a) that is prior art as a result of being or becoming public knowledge without a breach of duty on the part of the Contractor or an authorized person;
  • b) that was known to the Contractor or its predecessor in interest along with third parties as a result of it being common knowledge at the time of conclusion of the contract, regardless of the Customer and outside of any contractual obligation or confidentiality agreement.
  • c) for inspecting bodies (for example, microbiology, safety ratings, patch tests, etc.)
  • d) for public authorities
  • The party that relies on the fact that the information was already widely known must demonstrate that this information was public knowledge.

 

§ 18 Place of jurisdiction

The place of jurisdiction and place of performance for both parties is Frankfurt am Main. If any of the above clauses are or become ineffective, all other clauses remain effective.