general conditions of saleS

Ferdinand Stuekerjuergen Inc. dba. STUKE IOWA

General sales terms and delivery conditions of the plastics processing industry


  1. Application
  2. Orders become binding with the supplier’s confirmation of the order. Any changes or amendments shall be made in writing. All offers are subject to change unless they are referred to as binding offers.
  3. These conditions apply to on-going business relations and also to future commercial operations. Provided that the purchaser has received these conditions earlier with an order confirmed by the supplier, they will be not expressly referred to.
  4. Terms and conditions of the purchaser do not apply, unless the supplier explicitly acknowledges them.
  5. If individual provisions are or become invalid, all other terms and conditions remain unchanged.


  1. Prices
  2. The prices are quoted FOB (ex works), excluding freight, customs, subsidiary import charges, and packaging, plus the legally provided value added tax.
  3. If cost factors change after submission of the quote or after confirmation of the order until delivery, supplier and purchaser will mutually agree on an adjustment of the price and the portions of costs for dies and/or associated tooling.
  4. Where an agreement has been reached that the final price depends on the weight of the parts, the final price is determined by the weight of the approved patterns.
  5. New orders do not bind the supplier to previous prices.


III. Obligation to take delivery and to supply goods

  1. Delivery dates commence after the documents required for execution of the order, the deposit, and any applicable materials, have been received on time, as agreed upon. The delivery date is considered to have been met upon actual shipment of the order or, in certain cases, when notification is made to the purchaser that the order is ready for shipment, even if the shipment is delayed or destroyed through no fault of the supplier.
  2. If a delivery date agreed upon is not met due to actual fault of the supplier, and if the supplier has not acted with wanton negligence or deliberately, the purchaser is entitled to claim limited damages for the delay or to withdraw from the contract, excluding further claims. The damages will be limited to 5% of that part of the contract that has not been delivered as agreed. A withdrawal from the contract is not allowed if the purchaser himself is in default of acceptance. The purchaser has the right to prove damages in excess of 5%.
  3. Adequate partial deliveries and reasonable variations from the order quantities of more/less than 10% are allowable.
  4. For call orders without a written agreement on terms, lot production sizes and purchase deadlines, the supplier will provide confirmation to the purchaser within one week of the call. The supplier can demand a written, binding agreement at any time within three months after confirmation of the order. If the purchaser does not comply with this demand within two weeks, the supplier is entitled to withdraw from the contract after expiration of this term and/or claim compensation.
  5. Force majeure entitles the supplier to delay the delivery for the duration of the event with an appropriate time for implementation of alternative forms of production; or complete only a portion of the contract as may be allowed by exigent circumstances; or to withdraw from the contract completely. The definition of force majeure includes, but is not limited to, strike, lock out or unforeseeable circumstances, i.e. operational disorders which make a timely delivery impossible for the supplier despite reasonable endeavours. The supplier shall provide evidence of such endeavours upon request. These terms also apply to sub-contractors hired by the supplier as necessary to complete the contract. The supplier must determine the ability to fulfil the contract within two weeks of the beginning of the event. After this two week period, the purchaser can withdraw from the non-fulfilled part of the contract. In the event of force majeure, the supplier will notify the purchaser immediately. The supplier shall minimize adverse effects for the purchaser, if need be, by providing the purchaser access to dies and/or associated tooling for the duration of the event.


  1. Packaging, shipping, transfer of perils, and default of acceptance
  2. Unless otherwise agreed the supplier chooses packaging, dispatch type and route.
  3. When the goods have left the supplier, the risk will be borne by the purchaser, even if the delivery is free of carrying charges. Risk transfers to the purchaser upon notification that the goods are complete and ready for shipment, despite the fact that delays may occur on the part of the purchaser in arranging for dispatch.
  4. Upon written request, the goods will be insured at purchaser expense against risks as directed by the purchaser.


  1. Reservation of property rights
  2. Unless otherwise agreed upon, dies and all associated tooling continue to be the property of the supplier until all claims the supplier is entitled to and may have against the purchaser have been met, even if the purchase price for specific General sales terms and delivery conditions of the plastics processing industry claims has been paid. For open accounts, the reserved property (goods subject to retention of title) is safeguarding the supplier’s open account. If the payment of the purchase price triggers an obligation for the supplier, the reservation of property rights does not expire until settlement of all open accounts of the purchaser.
  3. According to §554.2303 (Iowa Uniform Commerical Code), the treatment or processing of goods by the purchaser excludes acquisition of property on behalf of the supplier who becomes a co-proprietor of the item caused thereby, according to the ratio of the net invoice value of his goods to the net invoice value of the goods to be treated or processed, which serve as retained goods to safeguard the claims of the supplier, according to paragraph V.1.
  4. If the purchaser processes (combining/mixing) the goods with other goods which do not belong to the supplier, the regulations of § 554 (Iowa Uniform Commercial Code) apply, with the result that the co-ownership share of the supplier in the new item is henceforth considered as retained goods for the purpose of such conditions.
  5. The purchaser is permitted to resell the retained goods in the common course of business and under the condition that he also agrees upon a reservation of property rights with his customers, according to paragraphs V.1 to V.3. The purchaser is not entitled to dispose otherwise of the retained goods, particularly not to pledge or assign them as security.
  6. In case of resale and until all claims have been met by the supplier, the purchaser assigns herewith his claims originating from the resale and other legitimate claims against his customers with all ancillary rights to the supplier. At the request of the supplier, the purchaser is obliged to provide all information and all documents required to enforce the supplier’s rights against the customers of the purchaser.
  7. If the retained goods are resold by the purchaser after processing, according to paragraph V.2. and/or V.3., together with other goods which do not belong to the supplier, the assignment of the purchase price demand, according to paragraph V.5., applies only to the amount of the invoice value of the supplier’s retained goods.
  8. Supplier will be immediately notified of any garnishments or confiscations of the retained goods by third parties. Costs arising out of any such garnishment or confiscation will be added to the account of the purchaser, unless they are defrayed by a third party.
  9. If the supplier, pursuant to the above regulations, exercises his reservation of property rights by taking back retained goods, he is entitled to privately sell the goods or have them auctioned. The retained goods are taken back in the amount of the earned profit, not exceeding the contract prices agreed upon. Further entitlements to damages, especially loss of profit, remain reserved.


  1. Warranties for defects of quality
  2. The Master Sample defines quality and workmanship of the patterns, which are presented to the purchaser for review at the request of the supplier. An indication of technical standards is a description of services and should not be interpreted as a guarantee of quality.
  3. If the supplier has advised the purchaser beyond his contractual services, he is only liable for the operational capability and suitability of the contracted item as it has been expressly and previously warranted.
  4. The supplier shall be notified immediately of any defects discovered by purchaser. In the case of hidden defects, the notification shall be made immediately upon discovery. In both cases all claims based on defects terminate twelve months after the transfer of perils, except when otherwise stipulated. If longer periods are mandatory by law, according to the Iowa Uniform Commercial Code §554.2513.
  5. In case of a justified notification of defects – where the patterns released in writing by the purchaser determine the quality and workmanship to be expected – the supplier is obliged to perform acceptable delivery. If the supplier does not meet this obligation within a reasonable period of time or a rectification of the defect fails despite of several attempts, the purchaser is entitled to reduce the purchase price or to withdraw from the contract. Further claims, specifically claims for reimbursement of expenses or claims for damages due to direct harm or consequential harm caused by a defect can only be made within the framework of regulations under VII. Substituted parts shall be returned, postage unpaid, to the supplier on his request.
  6. Post-processing without authority and improper handling, result in losing all claims based on defects.
  7. Wear and tear in the ordinary scope of business may not result in a defect claim.
  8. Rights of recourse, exist only if the customer’s claims were justified and only in the legally prescribed scope. They do not apply, however, to ex gratia agreements, not agreed upon with the supplier, and imply the adherence to the personal duties of the person entitled to recourse, particularly the adherence to the duty to notify about defects in time.


VII. General liability limitations

In all cases in which the supplier, contrary to the above conditions, on grounds of a contractual or legal basis for a claim, is obligated to pay dam- General sales terms and delivery conditions of the plastics processing industry ages or reimburse expenses, the supplier is only liable as far as he, his executive staff or assistants are accused of intent, gross negligence or death or bodily injury. Liability regardless of negligence or fault, according to the Product Liability Act, will remain unaffected. The liability for culpable injury or breach of principal contractual obligations also remains unaffected; liability is limited in this respect, however, to foreseeable contract coherent damage, excluding S.1 cases. The above-mentioned provisions shall not constitute an amendment of the burden of proof to the detriment of the purchaser.


VIII. Terms of payment

  1. All payments must be made exclusively to the supplier by tender of full monetary amount.
  2. Except when otherwise stipulated, the purchase price for deliveries or other services is payable with a 2 percent cash discount within 14 days or in full within 30 days after invoice date. Provided that all earlier, due and undisputed invoices have been settled, the discount will be granted.
  3. If payment becomes past due, interest to the amount of the legal interest rate of 8% above the respective prime rate will be charged unless the supplier provides evidence of a higher loss. The purchaser has the right to prove that the damages were lower.
  4. Rights to refuse checks are reserved. Checks are only accepted upon proper bank clearance, all costs involved are at the expense of the purchaser.
  5. The purchaser can only offset or assert retention rights if his claims are undisputed or bindingly established in court.
  6. The persistent failure to comply with conditions of payment or circumstances which give reason to serious doubts as to the creditworthiness of the purchaser result in the immediate maturity of all outstanding debts in favour of the supplier. Moreover, the supplier is entitled in this case to request advance payments for contracts still due and to withdraw from other uncompleted contracts for reasons of chronic late payment or nonpayment.


  1. Dies and associated tooling
  2. The price for dies and associated tooling also includes the cost for a one-time sample, however, the costs for testing and processing devices or for changes prompted by the purchaser are not included. Costs for additional samples initiated by the supplier are at supplier expense.
  3. Except when otherwise stipulated, the supplier is and remains owner of all dies and associated tooling produced for the purchaser by the supplier or by a third party sub-contractor of the supplier. Dies are only used for orders of the purchaser as long as the purchaser meets his obligations to pay for and accept shipped product. The supplier is only obligated to replace these dies when required as warranted to the purchaser. The supplier’s custody obligation expires two years after the last delivery of parts from the dies. Purchaser will be notified prior to the final destruction of the dies.
  4. If, according to agreement, the purchaser shall become the owner of the die and any associated tooling, the property passes into the ownership of the purchaser after the purchase price has been paid in full. The transfer to the purchaser is substantiated by a bill of sale provided by the supplier. Custody of the die, on behalf of the purchaser, stays with the supplier. The supplier is entitled to exclusive possession of the dies until expiration of the contract. The supplier shall mark the dies as third party property and insure them on request of the purchaser at the latter’s expense.
  5. For the purchaser’s own dies and associated tooling, according to paragraph IX.3., and/or for the purchaser’s dies on loan from other suppliers, the supplier’s liability regarding custody and maintenance is limited to the same manner in which the supplier cares for their own tooling and dies. The purchaser shall pay the costs for maintenance and insurance. The obligations of the supplier terminate if, after completion of the order and a request from the supplier, the purchaser fails to collect the tooling and dies within six (6) months. Until the purchaser has fulfilled his obligations in their entirety, the supplier has the right to retain the dies in any case.


  1. Materials
  2. If the purchaser furnishes material to be included in the production of the product, it has to be delivered on time and in a flawless condition, at the expense and risk of the purchaser. The purchaser will provide at least an additional 5% quantity of these materials to allow for waste.
  3. In the event of non-compliance with these requirements, the delivery period will be extended by mutual agreement of both the supplier and purchaser. With the exception of force majeure, the purchaser bears the respective additional costs, including process interruptions.


  1. Industrial property rights and defects of title
  2. If the supplier shall deliver according to drawings, models, samples or parts supplied by the purchaser, the latter is responsible for the non-violation hereby of third party rights in the goods’ destination. The supplier shall advise the purchaser of rights known to him. The purchaser shall exempt the supplier from third party claims and pay damages for the loss incurred. If a third General sales terms and delivery conditions of the plastics processing industry party prohibits production or delivery of the supplier to assert a trade mark right, the supplier is entitled to a cessation of work until the legal situation has been clarified by the purchaser and the third party without verification of the legal situation. If due to the delay it should become unreasonable to carry out the order, the supplier is entitled to rescission.
  3. The drawings and samples entrusted to the supplier for parts of the order which were not followed through will be returned on request; otherwise the supplier is entitled to destroy them three months after submission of the quote. This obligation equally applies to the purchaser. The party entitled to destruction shall inform the contracting partner in due time about the intent.
  4. The supplier is entitled to the copy rights and possibly to the industrial property rights, and particularly to all rights of use and patent rights to the models, dies, tooling and devices, drafts and drawings, made by him or a third party on behalf of him.
  5. If there should be other defects of title, VI applies respectively.


XII. Place of performance and jurisdiction

  1. Place of performance is the supplier’s place of business.
  2. Jurisdiction is of this Agreement is in the State of Iowa, either his or the purchaser’s place of business, also for claims to be asserted during the procedure of producing documentary evidence and proceedings based on promissory notes, bills of sale and checks.
  3. Iowa law applies exclusively.


Call us:
Write an email:

We are in Houghton,
Iowa 52631, USA
on 1498 Highway 16.