General Terms & Conditions

General Terms and Conditions of PORPLASTIC Sportbau vofi Cramm GmbH

I. Scope of Application

1. These General Terms and Conditions (“GTC”) apply to all our business relationships with our customers. They particularly apply to contracts for the sale and delivery of movable goods (“Goods”) and the provision of services, such as the execution of orders as sole or subcontractors in the construction of sports and other areas with plastic and/or artificial turf coverings (“Services,” collectively “Deliveries and Services”).
2. These GTC apply exclusively. Deviating or opposing conditions of the customer or client, particularly regarding guarantees and contractual penalties, are not recognized by us and are hereby rejected, unless we have expressly agreed to them in writing.
3. These GTC also apply to all future transactions between the customer and us, even if we carry out deliveries or services in knowledge of deviating or opposing conditions.
4. These GTC apply only to entrepreneurs (§ 14 BGB), legal entities under public law, or special funds under public law.

II. Conclusion of Contract

1. Our offers are non-binding and subject to change, unless they are expressly marked as binding or contain a specific acceptance period.
2. The customer’s order is considered a legally binding offer to conclude a contract. Unless otherwise stated, we can accept it within 10 working days of receipt.
3. Our acceptance occurs through written declaration (e.g., through our order confirmation or our shipping/pickup readiness notice). The content of the written declaration is decisive for the content of the contract.
4. Legally significant declarations and notifications that the customer makes to us after the conclusion of the contract (e.g., deadlines, reminders, complaints about defects) require written or text form (e.g., letter, email, fax) to be effective.

III. Supplementary Provisions for the Delivery of Goods

1. For all our deliveries (e.g., artificial turf), EXW Incoterms (2020) Burgheim applies, unless otherwise agreed. If an acceptance is agreed upon, the risk only passes to the customer upon acceptance.
2. Goods will only be insured by us against theft, transport, fire, or water damage or other insurable risks if expressly agreed with the customer and then only at the customer’s expense.
3. Deviating from paragraph 1 and only if agreed with the customer, we will ship the goods to the destination specified by the customer. The shipping occurs – including regarding packaging – at the customer’s expense. The risk passes in the cases of this paragraph with the receipt of our shipping readiness notice by the customer or – if the latter is not contractually provided – at the latest with the handover of the goods to the carrier, freight forwarder, or other transport person. This also applies if partial deliveries are made or if we have also taken on services.
4. If the customer is in default of acceptance, fails to perform a required act of cooperation, or if our performance is delayed for other reasons attributable to the customer, we are entitled to charge for the damage arising from this, including our additional expenses (e.g., for storage).
5. As far as it is expressly agreed in the context of the delivery of goods that an acceptance should take place, the statutory regulations of the contract for work and services apply accordingly. The goods are considered accepted at the latest when: a. the delivery and, if we are also responsible for the installation or a similar service, the installation or similar service is completed, b. we have informed the customer of this immediately after completion and requested acceptance, c. (i) 10 working days have passed since the delivery or, if applicable, the completion of the installation or similar service, or (ii) the customer has begun to use the goods and 5 working days have passed since the delivery or the completion of the installation or similar service, and d. the customer has failed to accept within the aforementioned period for any reason other than a defect reported to us that makes the use of the goods impossible or significantly impairs it.

IV. Supplementary Provisions for the Provision of Services

1. Scope of Services a. Services in the sense of these GTC particularly include the installation of artificial turf and plastic coverings (collectively “Coverings”). The scope of the services to be provided by us will be agreed upon with the customer on a case-by-case basis. b. The services will be executed according to the specifications described in the order confirmation. Should preliminary, additional services, or changes in quantity be necessary to execute the services ordered by the customer, these will be compensated additionally (e.g., making the areas accessible). c. Changes requested by the customer regarding the specifications of the services, the quantity, or the agreed time of provision require written agreement after the order confirmation and are to be compensated by the customer in the event that we agree to a change according to the supplementary offer. We are not obliged to accept changes requested by the customer.
2. Acceptance a. Regardless of whether it is a pure service or a work performance, the parties agree that an acceptance of the service must take place immediately after the completion of the service by us. The customer ensures that a person authorized to issue an acceptance declaration is available at the place of performance after the completion of the service. The person provided by the customer for this purpose is considered authorized by the customer to issue the declaration to us. b. If the customer fails to send a person authorized to issue an acceptance declaration to the place of performance despite our request, the service is deemed unconditionally accepted upon completion. Subsequent complaints from the customer are excluded. Acceptance is also deemed declared through the unconditional use of the covering or other services. c. The customer or their representative must point out any damages that, in the customer’s opinion, have arisen from the execution of our services during the acceptance and record them in a written protocol. Subsequent complaints from the customer are excluded.
3. Customer’s Obligations to Cooperate a. The customer will fulfill all cooperation and provision obligations necessary for the execution of our services, particularly:
    i. instructing our employees on-site about the facilities and specifics. If an instruction is only given by phone or in writing and deviates from circumstances encountered by our employees on-site, the services according to the order confirmation must still be compensated by the customer.
    ii. granting our employees unobstructed access to the facilities necessary for the provision of services and ensuring that the areas to be worked on are freely accessible for the machines and equipment required for the provision of services. The customer must already inform us in the order about any work necessary for entering or driving on the areas. All costs arising from the fact that an area is not accessible for our employees and/or the machines required for the provision of services (e.g., for a second trip) are to be borne by the customer.
    iii. providing energy (electricity, water, etc.), a site-specific option for wastewater disposal, as well as sanitary facilities and parking spaces for our employees’ service vehicles;
   iv. providing protection for adjacent facilities (if required); and
    v. providing the necessary documents and information available to the customer for the provision of the respective services. b. For plastic and artificial turf coverings, the following also applies:
   i. The basis of our calculation is a site-built substructure according to DIN 18035 Part 6: 12 2014 (plastic coverings) or DIN 18035 Part 7: 10 2014 (artificial turf coverings), as well as sufficient site access and storage options on-site, even if this was not expressly mentioned in the offer.
    ii. A ready-to-lay surface must be handed over free of defects before the start of our work.
    iii. No later than 10 days after the order is placed, a lining plan approved by the client/end customer and the area dimensions must be submitted.
    iv. A delayed handover of the surface, the dimensions, or the lining plan releases us from a timely completion of the plastic covering.
   v. Our services are extremely weather-dependent. Execution dates are therefore non-binding and extend automatically in any case by the number of bad weather days on which execution was not possible or sensible, even in the case of a binding agreement in individual cases. c. As long as the customer does not fulfill their cooperation and provision obligations, we are released from our performance obligations dependent on them. In this case, the customer must reimburse us for all costs and damages arising from the culpable non-fulfillment of their cooperation and provision obligations (e.g., costs for unnecessary or second trips).
4. Pre-existing Damage to Customer’s Facilities
    a. The customer is obliged to inform us of all pre-existing damage to their facility before the start of our work.
   b. We are not responsible for damages that occur during the execution of the services and are due to pre-existing damage that is not recognizable to us during a visual inspection or that the customer did not point out.
5. Exclusions of Services Unless expressly agreed with the customer, the following services are not part of the agreement and are to be compensated separately: cleaning and maintenance, maintenance and inspection of the sports facility, follow-up costs due to improper maintenance, and exclusion of warranty in case of improper maintenance.

V. Subcontractors

We are entitled to provide deliveries and services also through third parties.

 VI. Prices and Payment Terms

1. The following prices apply:a. Deliveries of GoodsUnless otherwise agreed, our current net prices at the time of contract conclusion plus statutory value-added tax apply to the delivery of goods. The prices are understood as EXW Incoterms (2020) Burgheim and plus any insurance, transport, and packaging costs as well as any other taxes and duties, unless otherwise agreed.b. Provision of ServicesFor the provision of services, the prices according to our order confirmation plus statutory value-added tax apply. Discounts are excluded unless agreed in writing.
2. Payments are to be made within 14 calendar days from delivery or acceptance, as applicable, and receipt of the invoice. The date of receipt of payment is decisive for the observance of the payment deadline. If and to the extent that special arrangements have been made with the customer in individual cases (e.g., advance payments based on progress), these special arrangements take precedence.
3. The customer is only entitled to offset and assert a right of retention to the extent that their counterclaim is undisputed, legally established, or relates to the main claim in a reciprocal relationship. Withholdings due to minor defects are not permissible. Other withholdings are only permissible within the framework of legal provisions (§ 641 Abs. 3 BGB).
4. We are entitled to refuse our outstanding deliveries and services within a contractual relationship if it becomes apparent after the conclusion of the contract that our payment claim from the respective contractual relationship is jeopardized due to the customer’s lack of performance capability. Our right to refuse performance ceases if payment is made or security for it is provided. Our other legal claims in this case remain unaffected.
5. We are not obliged to provide securities, such as performance or warranty bonds. Any obligation in this regard requires our express written consent.

VII. Delivery Deadlines, Force Majeure

1. Delivery times/dates or execution and completion deadlines for deliveries and services (“delivery deadlines”) indicated by us are always only approximate and non-binding. This does not apply if a fixed delivery deadline has been promised or agreed in writing.
2. If it becomes foreseeable to us that a delivery deadline cannot be met, we will notify the customer immediately and inform them of the anticipated new delivery deadline.
3. We are not liable for the impossibility or delay of our services, as far as these circumstances are based on force majeure or other events that were not foreseeable at the time of the conclusion of the contract, which we are not responsible for (e.g., operational disruptions of all kinds, fire, natural disasters, weather, floods, war, uprising, terrorism, transport delays, strikes, lawful lockouts, lack of labor, energy, or raw materials). Bad weather days are also considered force majeure due to the extreme weather dependency of our services. Such an event also represents our incorrect or untimely delivery by one of our suppliers if we are not responsible for this and had concluded a congruent coverage transaction with the respective supplier at the time of the conclusion of the contract with the customer or we conclude the coverage transaction immediately after the transaction with the customer. In such events, the delivery deadlines are automatically extended by the duration of the event plus a reasonable start-up time. We are also entitled to withdraw from the contract if such events make the performance of the service significantly more difficult or impossible and are not only of temporary duration. If the customer can no longer reasonably accept the performance due to the delay resulting from such an event, they can also withdraw from the contract by immediate written declaration; unreasonableness is only to be assumed if the anticipated new delivery deadline is later than 30 calendar days after the originally scheduled delivery date or is not foreseeable.
4. Delivery deadlines are automatically extended to a reasonable extent if the customer does not fulfill their contractual obligations or other cooperation obligations or duties.
5. Our legal rights, particularly regarding the possible exclusion of our performance obligation, e.g., due to impossibility, and due to acceptance or performance delay by the customer remain unaffected.
6. Changes to delivery deadlines or other dates at the customer’s request require our prior written consent. The costs incurred by us due to such changes (e.g., storage costs) are to be reimbursed by the customer.

VIII. Retention of Title

1. The retention of title agreed here serves to secure our claims against the customer from the respective contractual relationship as well as additionally our existing balance claims from current accounts at the time of the respective conclusion of the contract (together the “secured claims”).
2. The goods delivered by us to the customer remain our property until full payment of all secured claims. These goods and the items that replace them according to the following provisions, which are also covered by the retention of title, are referred to as “retained goods.” If the customer intends to transport the retained goods to a location outside of Germany, they are obliged to immediately fulfill all possible local legal requirements for the establishment and maintenance of our retention of title at their own expense and to inform us immediately after the intention has been formed.
3. The customer stores the retained goods free of charge for us. They must treat them carefully and insure them against damage sufficiently and at replacement value at their own expense.
4. The customer is not entitled to pledge the retained goods or to transfer them as security. In the event of seizure of the retained goods by third parties or other access by third parties to them, the customer must point out our ownership and notify us immediately in writing so that we can assert our ownership rights. To the extent that the third party does not reimburse us for the judicial or extrajudicial costs incurred in this context, the customer is liable to us for this.
5. The customer is entitled to use the retained goods in the ordinary course of business until the occurrence of the realization event (paragraph 9), to process, connect, and mix them. They are also entitled to resell the retained goods in the ordinary course of business.
6. In the event of resale, the customer hereby assigns to us the claims arising from this against the purchaser to secure the purchase price claim. We hereby accept the assignment.
7. If we combine the retained goods with other items not belonging to us or mix or blend them, we acquire co-ownership of the newly created item in proportion to the value of the retained goods (gross invoice value) to the value of the other connected, mixed, or blended items at the time of connection, mixing, or blending. If the retained goods are to be regarded as the main item, we acquire sole ownership. If one of the other items is to be regarded as the main item, the customer hereby transfers to us, to the extent that the main item belongs to them, the proportional co-ownership of the unified item in the aforementioned ratio. We hereby accept this transfer. Our sole ownership or co-ownership of an item arising from the preceding provisions will be stored free of charge for us by the customer.
8. We authorize the customer to collect the claims assigned to us in their own name and for our account. If the customer does not properly fulfill their payment obligation, we are entitled to revoke the collection authorization and assert the claims ourselves. If we revoke the collection authorization, the customer is obliged to inform the debtors of the assignment of the claim.
9. If we withdraw from the contract due to the customer’s breach of contract – particularly due to their payment delay – in accordance with the statutory provisions, we are entitled to demand the return of the retained goods from the customer (“realization event”). Our declaration of withdrawal is also included in our demand for return. The customer bears the transport costs incurred for the return.
10. If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the customer’s request.

IX. Warranty for Defects

1. The rights of the customer in the event of material and legal defects are governed by the statutory provisions, unless otherwise specified in these GTC.
2. Unless expressly agreed otherwise, our goods must comply exclusively with the statutory requirements applicable in Germany, and the customer is solely responsible for the integration of the goods into the existing structural conditions at the customer’s premises.
3. We do not assume any warranty for the area and the substructure provided by the customer. Therefore, the customer has no claims against us for compensation for damages resulting from this, such as subsidence of the substructure, cracks at connections, or lack of adhesion of the covering to the existing substructure of the customer.
4. The customer must give us the necessary time and opportunity to examine complaints and other objections as well as the necessary time for the owed subsequent performance, in particular, to make the affected goods available to us for the aforementioned purposes or – in the case of their fixed local installation – to provide access to them.
5. The expenses necessary for the examination and subsequent performance, particularly transport, travel, labor, and material costs, are borne by us if a defect actually exists. The subsequent performance does not include the removal of the defective item or the reinstallation of the defect-free item if we were not originally obliged to install. If a customer’s request for defect removal turns out to be unjustified, we can demand reimbursement of the costs incurred from them.
6. If the delivered item is defective, we are entitled and obliged to provide subsequent performance in the form of the removal of the defect or delivery of a defect-free item within a reasonable period at our discretion.

Case of a Replacement Delivery

In the case of a replacement delivery, the customer is required to return the item to be replaced in accordance with the legal provisions.

7. Warranty Rights for Pure Service Contracts

Do not exist.

X. Liability

1. As far as nothing else arises from these General Terms and Conditions (AGB), we are liable for breaches of contractual and non-contractual obligations in accordance with the legal provisions.
2. We are liable – for whatever legal reason – for intent and gross negligence as well as for damages resulting from injury to life, body, or health without limitation.
3. In the case of slight negligence, we are only liable for the breach of an essential contractual obligation (“cardinal obligation”) and limited to the typical, foreseeable damage at the time of the conclusion of the contract. A cardinal obligation in the sense of this paragraph is an obligation whose fulfillment makes the execution of the contract possible and on whose fulfillment the contractual partner may regularly rely.
4. Liability for simple negligence is limited to the respective order value.
5. Any liability for given guarantees and for claims based on the Product Liability Act remains unaffected.
6. As far as our liability is excluded or limited according to the preceding paragraphs, this also applies to the personal liability of our organs, legal representatives, employees, staff, and vicarious agents.
7. We are not responsible for damages to the surfaces or other objects of the customer or the coverings that arise during the execution of services due to external influences, and we assume no liability for this. Such external influences are, for example, (i) pre-existing damages, such as cracks, (ii) improper maintenance & cleaning (possibly shifts of the turf system, or removal of the infills (possibly due to snow removal), (iii) improper use (heavy loads at events, helicopter landing sites, etc.)
8. In the case of a general/subcontractor relationship, the customer is also liable to us for the fault of their client and their vicarious agents.

XI. Applicable Law and Jurisdiction

1. The business relationships between the customer and us are exclusively subject to the law of the Federal Republic of Germany. The UN Sales Law (CISG) does not apply.
2. The courts responsible at our business location are exclusively competent for all disputes arising from or in connection with the business relationship between the customer and us. However, we are entitled to sue the customer at their location as well. Mandatory legal provisions regarding exclusive jurisdictions remain unaffected.