Terms and Conditions of Delivery

As of: August 20, 2026

A. General Provisions

§ A1 - Scope

(1) These Terms and Conditions of Delivery apply to all contracts for the manufacture and delivery of movable goods ("Goods"). They also apply to orders placed through our online shop at shop.rose-plastic.de.

(2) Any deviating terms and conditions of the Customer shall not apply.

§ A2 – Contract Formation

(1) Our offers and cost estimates are non-binding. Our product catalogs (whether in print, as a digital document, or in our online shop), samples, price lists, and similar materials likewise do not constitute binding offers.

(2) The Customer's order for the Goods constitutes a binding offer. We are entitled to accept this offer within 14 days after receipt. A contract is formed when we send the Customer an order confirmation.

(3) If we submit a binding offer to the Customer, we shall be bound by it for 14 days from the date of the offer. In this case, a contract is formed when the Customer accepts our offer. Any order by the Customer that modifies our offer shall constitute rejection of the original offer and submission of a new offer by the Customer. If we do not accept this new offer within 14 days after receipt, no contract shall be formed.

(4) Any illustrations, drawings, weight specifications, and dimensions accompanying the order confirmation are approximate only and are subject to customary commercial tolerances.

(5) We retain all rights in and to cost estimates, drawings, and other documents at all times, including, in particular, ownership rights, copyrights, and all other rights of use, reproduction, or exploitation. The Customer may not make them accessible to third parties without our express consent. If no contract is formed, all documents shall, upon request, be returned to us or destroyed.

§ A3 - Subcontractors

We are entitled to have individual services performed by third parties. To the extent necessary for the proper performance of the contractual obligations, documents, information, and data of the Customer may be made available to such third parties in accordance with applicable data protection requirements. Even when third parties are used, we remain responsible for the performance of the services and for any result that may have been promised.

§ A4 - Delivery and Transfer of Risk

(1) The expected delivery date will be specified in the order confirmation and is subject to our receiving the necessary supplies from our suppliers.

(2) Delivery shall be ex works. Risk shall pass to the Customer as soon as we have notified the Customer that the Goods are available for pickup during our regular business hours. If the Customer does not comply with this request within 14 days, we reserve the right to charge the Customer for storage costs incurred, subject to a minimum charge of 0.5% per week of the net invoice amount of the stored Goods. In addition, after expiration of a further reasonable period without result, we are entitled to otherwise dispose of the Goods or to deliver the Goods to the Customer's place of business in accordance with paragraph 3.

(3) At the Customer's request, we will ship the Goods, at the Customer's expense, to another destination. In this case, risk shall pass to the Customer as soon as we hand the Goods over to the carrier. We are entitled to determine the method of shipment at our discretion (including, in particular, the carrier, shipping route, and packaging). Any additional costs for requested express shipment, transportation insurance, or other special requests shall be borne by the Customer.

(4) Even an expressly agreed delivery date shall become binding only after all commercial, technical, and organizational matters have been clarified with the Customer, the Customer has performed all required acts of cooperation, and any agreed advance payment has been made. The delivery date shall be deemed met if, by that date, we have notified the Customer that the Goods are available for pickup (paragraph 2) or that the Goods have been handed over to the carrier (paragraph 3).

(5) We shall not be responsible for delays in delivery of the Goods caused by circumstances attributable to the Customer. The Customer shall reimburse us for any resulting additional expense incurred by us.

(6) Partial deliveries are permitted to the extent reasonable for the Customer. The same applies to quantity deviations of up to plus or minus 10% if exact delivery is technically not possible for us. The price shall be based on the quantity actually delivered.

§ A5 - Force Majeure

(1) We shall not be responsible for delays caused by force majeure. We are entitled to extend the affected delivery period by the duration of the impediment plus a reasonable ramp-up period. The same shall apply for as long as one of our upstream suppliers is affected by force majeure and this affects the delivery promised by us. We will notify the Customer without undue delay of the beginning and end of any force majeure event.

(2) Force majeure means circumstances beyond our control, including, for example, strikes, epidemics, natural disasters, disruptions to energy supply or infrastructure, as well as unrest, terrorist attacks, or acts of war.

§ A6 - Customer's Obligations to Cooperate

(1) The Customer will provide us with all information and data required for the performance of the services, in full and accurately. In this respect, we have no duty to make further inquiries. 

(2) The Customer is solely responsible for taking the necessary security precautions against data loss, transmission errors, and operational disruptions.

(3) The Customer will notify us without undue delay if it becomes aware that Goods delivered to it have harmful characteristics or that their use poses risks to persons or property.

(4) The customer fulfills its obligations to cooperate in its own interest and may not demand any compensation for doing so. If the customer fails to fulfill its obligations to cooperate, any agreed-upon service deadlines shall be extended accordingly. We reserve the right to temporarily suspend services after a reasonable period has elapsed and to resume them at our sole discretion. Other claims and rights remain unaffected.

§ A7 - Prices and Payment Terms

(1) Our prices are ex works, plus value-added tax at the applicable statutory rate, as well as the costs of packaging, transportation, customs duties, and any ancillary charges. The currency applicable to the prices is the euro.

(2) We shall be bound by the prices stated in the order confirmation for three months from the date of confirmation. If, as agreed, delivery of the Goods takes place after that period, if delivery of the Goods is delayed due to circumstances for which we are not responsible, or if no price was specified, our list price applicable on the date of delivery shall apply. For subsequent orders, we are not bound by the prices applicable to previous deliveries.

(3) If, since the beginning of the contract or since the most recent price increase, our costs of performance have increased due to inflation, increased material or labor costs, or other external factors, we reserve the right to adjust prices accordingly at the turn of the year. Any intended adjustment will be announced at least two months in advance. In this case, the Customer may exercise an extraordinary right to terminate an ongoing supply arrangement by giving one month's notice effective at year-end. If our costs decrease, we will reduce prices accordingly.

(4) Payments shall be made without deduction within 30 days after the Customer receives an electronic invoice (Section 14(1), sentence 3 of the German Value Added Tax Act (UStG)). The Customer is solely responsible for ensuring that it can receive and process electronic invoices without disruption. We reserve the right, in individual cases, to perform only against advance payment and to deliver the Goods only after receipt of payment.

(5) Upon expiration of the payment period, the Customer will be in default. The Customer will owe us default interest at a rate of nine percentage points above the base interest rate. Any further claims for damages remain unaffected.

(6) The Customer may set off only claims that are undisputed or have been established by a final and binding judgment. A right of retention or the defense of non-performance of the contract is available to the Customer only within the respective contractual relationship. Except as provided in Section 354a of the German Commercial Code (HGB), the Customer may assign claims arising from its contract to third parties only with our prior consent.

(7) If, after conclusion of the contract, it becomes apparent that our claims are jeopardized by the Customer's insufficient ability or willingness to pay, we are entitled to withhold performance and to rescind the contract.

§ A8 - Retention of Title

(1) We retain title to the delivered Goods ("Retained Goods") until the applicable purchase price has been paid in full by the Customer. If a current-account relationship exists, the retention of title shall extend to the acknowledged balance in our favor.

(2) The Customer is obligated to handle the Retained Goods with due care. In particular, the Customer shall, at its own expense, insure the Retained Goods against loss and damage for their full replacement value. Upon request, the Customer shall provide us with the insurance policy and evidence that the premiums have been paid. The Customer hereby assigns to us all claims and rights arising under the insurance relationship. The assignment shall automatically terminate upon the Customer's acquisition of full title.

(3) Any processing or further processing of the goods subject to retention of title by the Customer shall always be carried out on our behalf, but without creating any obligation on our part. In the event of processing or combination with other goods, we shall acquire co-ownership of the new goods in the ratio of the invoice value of the goods subject to retention of title to the value of the other materials processed at the time of processing. The same shall apply if the goods subject to retention of title are mixed with other materials.

(4) The Customer is entitled to resell the Retained Goods in the ordinary course of business. However, the Customer hereby assigns to us all claims arising from such resale and therefore may not, to that extent, agree to any prohibition on assignment imposed by the purchaser.

(5) The Customer shall remain entitled to collect the claims assigned to us in order to fulfill its payment obligations toward us. If the Customer fails to meet its payment obligations, we may revoke the Customer's authority to resell the Retained Goods and may require the Customer to disclose to us the assigned claims and the corresponding debtors, provide all information necessary for collection by us, hand over the related documents, and notify its debtors of the assignment.

(6) For as long as the retention of title remains in effect, the Customer may pledge the Retained Goods to a third party or transfer them by way of security only with our written consent. Any third-party access to the Retained Goods shall be reported to us without undue delay. The Customer shall bear the costs incurred in defending against such access to the extent those costs are not reimbursed by the third party.

(7) If the value of the goods subject to retention of title exceeds our claims by more than 10%, we shall, at the Customer’s request, release goods of its choice to the extent of the excess value.

(8) The Customer shall notify us without undue delay if the Retained Goods are attached, seized, or otherwise subjected to third-party interference while in the Customer's possession.

(9) Proportionately charged tooling and/or insert costs do not cover our expenses for engineering, construction, commissioning, ongoing maintenance, care, etc. of the tools. Tools and/or inserts charged on a proportionate basis therefore remain our property, and we are not obligated to surrender them.

§ A9 - Warranty for Defects

(1) We warrant that our Goods have the agreed characteristics. They shall be free from defects that eliminate or reduce their value or their suitability for ordinary use or for the use contemplated by the contract. The relevant point in time is the transfer of risk.

(2) Characteristics typical of the material from which the Goods are manufactured do not constitute a defect. Goods consisting in whole or in part of recycled material may, among other things, exhibit variations in physical properties, small visible inclusions, and a slight odor.

(3) Technical data contained in specifications, offer documents, or the order confirmation are statements of characteristics only and do not constitute any additional warranty or guarantee.

(4) If we have advised the Customer in selecting the Goods, we shall be liable for their suitability for the purpose pursued by the Customer only if we expressly warranted such suitability in the order confirmation.

(5) The Customer shall inspect the Goods without undue delay after receipt and at its own expense. If the Customer arranged for shipment of the Goods (Section A4(3)), we shall be liable for obvious damage or other readily apparent impairment of the Goods only if, upon receipt of the Goods, the Customer immediately has the carrier note on the bill of lading that the Customer reserves any claims for compensation.

(6) If a defect becomes apparent during the Customer's incoming-goods inspection, the Customer must notify us of the defect in writing within five calendar days and describe it in sufficient detail to enable us to assess the defect. If the Customer fails to give timely notice, the Goods shall be deemed approved, unless the defect was not detectable during the inspection. If such a defect becomes apparent later, notice must be given within five calendar days after discovery; otherwise, the Goods shall also be deemed approved with respect to that defect.

(7) We will remedy defects reported within the required period without undue delay to the extent technically feasible. The specific method of cure shall be at our discretion. The Customer shall provide us with the time and opportunity required for subsequent performance (Nacherfüllung) and, in particular, shall make the disputed Goods available to us for inspection.

(8) We may require the Customer to reimburse the costs incurred as a result of an unjustified request to remedy a defect (including, in particular, inspection and transportation costs), unless the Customer could not reasonably have recognized that the Goods were not defective.

(9) Warranty claims shall become time-barred two years after transfer of risk.

(10) The warranty is excluded if the defect is demonstrably attributable to any of the following:

(a) use of the Goods other than for their intended purpose or improper use;

(b) failure to comply with our instructions for use and maintenance;

(c) unauthorized modifications to the Goods;

(d) wear and tear or natural deterioration;

(e) chemical or electrical influences; or

(f) defects in parts or materials provided by the customer.

§ A10 - Recourse Claims

(1) The Customer shall be entitled to recourse claims under Section 445a of the German Civil Code (BGB) only if we are responsible for the defect.

(2) If a purchaser asserts a claim against the Customer for subsequent performance (Nacherfüllung), the Customer may seek recourse against us only if the Customer, in turn, gave us an opportunity to provide subsequent performance and we would not ourselves have been entitled to refuse such subsequent performance. Only expenses that resulted in successful subsequent performance shall be reimbursable.

(3) If the Customer has taken back the purchased item or the purchaser has reduced the purchase price, the Customer shall have recourse claims against us only if the Customer could not have avoided the return or price reduction through subsequent performance.

(4) The amount of the Customer's recourse claim is limited to the net purchase price of the affected Goods.

§ A11 - Damages

(1) We shall be liable for damages resulting from a breach of contractual obligations to the extent the breach is attributable to fault on our part.

(2) In cases of ordinary negligence, we shall be liable only for breach of obligations whose performance is essential to the proper performance of the contract and on whose performance the Customer regularly relies and may reasonably rely. The amount of such liability shall be limited to the damage that was typically foreseeable to us at the time of the breach of duty. The foregoing limitations of liability shall apply to the same extent for the benefit of our corporate bodies, legal representatives, employees, and other persons engaged by us in performing our obligations.

(3) Non-contractual liability remains unaffected.

(4) Liability is excluded:

(a) to the extent the Customer itself is responsible for the damage (Section 254 BGB), in particular because it failed to comply with its duties to cooperate (Section A6) or disregarded requirements relating to mitigation of damages;

(b) to the extent the warranty is excluded (Section A9(8));

(c) for business interruptions or consequential damages, including, in particular, lost profits; and

(d) for cyberattacks by third parties.

§ A12 - Data Protection

When processing the Customer's personal information, we comply with applicable statutory data protection requirements. This includes technical security measures appropriate to the current state of the art (Article 32 GDPR) and requiring our employees to maintain confidentiality of data (Article 28(3)(b) GDPR).

§ A13 - Confidentiality

(1) The parties shall maintain confidentiality with respect to all confidential information that comes to their knowledge in connection with their business relationship, including, in particular, trade or business secrets, and shall neither disclose such information nor otherwise use or exploit it.

(2) The confidentiality obligation does not apply if the information in question must be disclosed pursuant to a court decision, an order of a public authority, or applicable law. The party subject to such disclosure obligation shall notify the other party of the disclosure without undue delay and shall disclose the information in a manner that preserves confidentiality to the greatest extent possible.

§ A14 - Export Regulations and Customs Clearance

(1) If the Customer exports our Goods, it shall comply with German export regulations and shall also inform its purchasers that German export regulations apply in the event of export. We do not make deliveries to locations to which the Goods are subject to export restrictions. We reserve the right to request an end-use certificate before delivery to the Customer.

(2) If, at the Customer's request, deliveries are made without customs clearance, the Customer shall indemnify and hold us harmless from any claims asserted by the customs authorities.

§ A15 - Final Provisions

(1) Unless otherwise provided, declarations between the parties must be made in writing; email is sufficient.

(2) German law applies, and the UN Convention on Contracts for the International Sale of Goods is excluded.

(3) The place of performance and exclusive place of jurisdiction shall be our registered office in Hergensweiler/Lindau.

(4) The language of the contract is German. Translations into other languages are provided solely for ease of understanding and are not legally binding.

(5) If any of the foregoing provisions is or becomes invalid, or if a provision that is necessary in itself is omitted, the validity of the remaining provisions shall not be affected. In such case, the parties shall endeavor to reach an amicable agreement.

B. Special Provisions for Custom-Made Products

If the Customer has commissioned us to manufacture Goods specifically for the Customer, the following provisions shall apply in addition to the General Provisions (Part A).

§ B1 - Provision of Services

(1) We manufacture the Goods on the basis of the product description agreed with the Customer and, in all other respects, in accordance with generally accepted standards of technology.

(2) We reserve the right to make adjustments necessitated by the material or manufacturing process, provided such adjustments do not impair the agreed functionality of the Goods and are reasonable for the Customer. We will notify the Customer of such adjustments without undue delay.

§ B2 - Customer-Supplied Items

(1) To the extent required for manufacture of the Goods, the Customer provides us in a timely manner with suitable drawings, models, and other samples, as well as materials, tools, and other items (collectively, "Customer-Supplied Items").

(2) The Customer represents and warrants that the Customer-Supplied Items are free of third-party rights. The Customer shall indemnify and hold us harmless from all claims asserted against us by third parties based on infringement of their rights. If a third party prohibits us from manufacturing the Goods, we are entitled to suspend performance until the legal situation between the Customer and the third party has been clarified. If, due to the resulting delay, completion of the order is no longer reasonably acceptable to us, we may rescind the contract.

(3) If, during manufacture, it becomes apparent that the Customer-Supplied Items are not or are no longer suitable, we will notify the Customer without undue delay and request that the Customer remedy the situation. Until the situation is remedied, our obligation to perform shall be suspended to the extent performance cannot be completed without the affected Customer-Supplied Item. Paragraph 2, sentence 3 shall apply accordingly.

(4) Customer-Supplied Items that are no longer required will, at the Customer's request and expense, be returned after completion of the order. If the Customer does not exercise this option, we reserve the right to destroy the Customer-Supplied Items after three months.

§ B3 - Change Requests

(1) Until acceptance of the Goods, the designated contacts of the parties may propose changes to the manufacturing process at any time ("Change Requests").

(2) Change Requests shall be reviewed within 14 calendar days and addressed in a meaningful written response. In particular, the response shall address the anticipated effects on performance characteristics, agreed process and schedules, and estimated costs. If we consider a Change Request submitted by the Customer to be infeasible, or if the Customer does not wish to comply with a Change Request submitted by us, reasons must be provided. Otherwise, we will submit an offer for the requested change.

(3) If review of a Change Request is expected to require more than four working hours, the reviewing party may separately charge its contractual partner for the effort required for the review. This requires the reviewing party to inform its contractual partner in advance of the expected substantial effort and to request brief approval before proceeding.

(4) Any change to a performance obligation mutually agreed by the parties, together with its effects on deadlines, costs, and resource requirements, shall be documented in writing as an amendment to the contract. If no agreement is reached, the performance in question shall be rendered as contractually agreed.

§ B4 - Acceptance of the Initial Sample

(1) After completion of the initial sample, we will notify the Customer so that the Customer can perform the acceptance inspection.

(2) The Customer accepts the initial sample if it meets the specifications agreed in the product description. The Customer records any defects identified during the acceptance inspection in an acceptance report. We will remedy the defects without undue delay and make the initial sample available for acceptance again.

(3) The Customer may declare acceptance expressly or by conduct implying acceptance. In particular, the initial sample shall also be deemed accepted if, within 14 calendar days after the initial sample has been made available for the acceptance inspection, the Customer does not refuse acceptance due to defects that are more than immaterial or state substantiated reservations regarding the acceptability of the initial sample.

§ B5 - Series Production

(1) After acceptance of the initial sample, we will manufacture the quantity of Goods specified in the order confirmation and deliver the Goods to the Customer in accordance with Section A4.

(2) The delivered Goods do not require separate acceptance. The warranty for defects shall be governed by Section A9.

(3) No renewed acceptance of the initial sample is required for subsequent orders.

§ B6 - Termination

(1) The Customer may terminate the order at any time prior to completion, without notice and without stating reasons (Section 648 BGB). In such case, the Customer owes us the agreed compensation less the expenses we save as a result of the termination and/or any income we earn through alternative use of our resources.

(2) The right to termination for cause (Section 648a BGB) remains unaffected.