GTC / TCP

Terms and Conditions (GTC)

I. Scope

These conditions apply to all business transactions with our customers, even if they are not mentioned in subsequent contracts. These conditions also apply if buyers refer to own terms and conditions. A recognition of this is carried out only if expressly agreed in writing. All additional agreements must be confirmed in writing. Verbal collateral agreements or commitments are only effective if they are confirmed in writing. Subsequent contract amendments also require the written form.

We reserve the like to samples, cost estimates, drawings Information tangible and intangible nature -also available in electronic form -Eigentums and copyrights; Access to third may not be made accessible. We commit ourselves to make the buyer designated as confidential information and documents only with the consent of third parties to.

II. Orders / Deals

Our offers are not binding. Orders shall only be deemed accepted when they have been confirmed by us in writing. Regarding patents and design rights of third parties, carried out an acceptance and execution of orders and delivery, at the risk and liability of the client. This takes over the guarantee that by using the submitted drawings, samples and the like, third party rights are not violated. The accompanying our offers Unvb documents, such as Sketches, weights and dimensions are, unless expressly designated as binding, only approximate for us.

III. Prices

The prices are in Euros plus VAT. Increase our suppliers in the period between contract and delivery prices, so we are entitled to increase prices also in relation to the Client accordingly. The right to withhold payment, the buyer is only insofar as his counterclaims are undisputed or legally binding. The purchaser’s right to offset counterclaims from other legal relationships, he is entitled to only insofar as they are undisputed or legally binding.

IV. Terms of Payment

The invoice amounts are in principle payable from the date of invoice within the agreed payment period. Cash discounts to the buyer is entitled only by special agreement. Invoices for repairs, modifications, reworking can be paid from the date of invoice. Payments shall be made cashless by bank transfer. Exceeding the payment period or in case of default we charge interest on arrears amounting to 8% above the base rate, but at least 9%. The assertion of further damages remains reserved. Will respect the buyer’s circumstances known by the creditworthiness is questioned or it comes with a partial payment more than 10 days in arrears, the total receivables are overdue, were also so far granted to the buyer for payment.

V. Delivery / delivery times

Unless otherwise agreed, delivery is made “ex works Eschweiler, excluding packaging” (Incoterms 2000). All delivery dates are approximate and not binding to the exclusion of claims for damages for us. Partial deliveries are allowed. Apply for this payment under the IV. For the fulfillment of delivery deadlines is the date of dispatch from the factory or warehouse prevail. Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up time. Force majeure includes currency, trade policy and other sovereign measures, strikes, lock-outs, which we are not malfunctions (eg fire, machine damage, raw material or energy shortage, etc.), obstruction of traffic routes, delay in import / customs clearance and all other circumstances which, without being of us in debt, essentially complicate the delivery or make it impossible. It is irrelevant whether these circumstances occur with us, the delivery mechanism or a sheet. If due to the aforementioned events, the execution of the contract for one of the Parties unreasonable, especially delayed the execution of the contract by more than 6 months, this party may declare the contract avoided.

VI.Eigentumsvorbehalt

The delivered goods remain until full payment of all our claims from the business relationship our property. The purchaser is entitled to sell the goods or services provided in the ordinary course of business. He hereby assigns to us all claims amounting to the invoice value of our claims or according to the value of the goods supplied, which accrue to him from the resale against a third party. We accept the assignment. After the assignment the buyer is authorized to collect the debt. We reserve the right to collect the claim itself as soon as the buyer meets his payment obligations not properly fulfill and in default of payment. The handling and processing of the delivered item is always in the name and on our behalf. If processing is not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied by us subject to the other processed items. The same applies if the delivered item with other items not belonging to us is mixed. If the delivered item with a plot connected, the buyer the demand for security assigns to us, which arise due to the connection to a third party. We undertake to release the securities we are entitled at the request of the purchaser, provided that their value exceeds the secured claims by more than 20%.

VII. Shipping, Transfer of Risk, Packaging

For DDP deliveries the seller determines the delivery service.

In “ex-works” deliveries, the seller’s obligation is limited to the provision of the goods at its premises. Shipping costs are borne by the buyer. We deliver the goods commercially packed. The buyer’s expense for return transport of packaging or for its own disposal, we do not accept.

VIII. Call orders

The max. Maturities of a fetch / Scheduling order be 12 months. Should not be a decrease in the quantity ordered within this period, we reserve the right to deliver the goods and to invoice.

IX. Liability for Defects

The delivered goods have to be checked by the buyer immediately upon receipt for ordering physical delivery. Defects of the goods must be reported immediately in writing, otherwise it shall apply as from 8 days to be approved. Apply the relevant legal provisions in accordance with § 377 HGB. For justified and timely complaint, we can eliminate the defect or deliver a defect-free item at our discretion. Should we fail or decline the substitution, the Buyer may reduce the purchase price or withdraw after setting and fruitless expiry of a reasonable time from the contract. If the defect is minor suits him only reduce to. If the Buyer fails to immediately opportunity to convince ourselves of the defect, or especially if he fails on the rejected goods not immediately available, all rights with regard to the Defect. Costs associated with the installation and removal of the defective goods, as well as any costs for the self-elimination of the defect, present the legal requirements without the need, we do not accept. Unless otherwise agreed, contractual claims, incurred by Buyer against us on the occasion of or in connection with the delivery of the goods, one year after delivery of the goods. Further damage claims are, where legally permissible.

X. Liability for defects

If the use of the delivery item on the violation of intellectual property rights or copyrights in Germany, we will in principle and at our expense to the purchaser the right to further use or modify the delivery item in a reasonable for the purchaser manner such that the copyright infringement no longer exists. If this is not possible on commercially reasonable terms or within a reasonable period, the purchaser is entitled to rescind the contract. Subject to these conditions and we shall have a right to withdraw from the contract as a supplier.

In addition, we will indemnify the purchaser against undisputed or legally established claims by the relevant holder of protective rights.

The commitments we mentioned above are subject to final in the event of protection or copyright.

They exist only if

• The purchaser must immediately inform us of asserted property or copyright violations,

• the customer supports us to a reasonable extent in defending the asserted claims or enables us to carry out modifications,

• all defensive measures including out-of-court settlements,

• the legal defect is not due to an instruction of the Purchaser and

• the infringement was not caused by the fact that the purchaser has the delivery item arbitrarily modified or used in a non-contractual manner.

XI. Property rights and copyrights

Of the delivered goods, catalogs, brochures, illustrations, drawings and other documents we reserve all rights, in particular copyright, ownership and management rights.

XII. Limitation

All claims of the purchaser -on any legal grounds whatsoever -verjähren in 12 months. Claims for damages, the statutory periods shall apply. They also apply to defects in a building or for delivery items that have been used in accordance with their usual purpose for a building and have caused its defectiveness.

XIII. Software usage

As far as software is included in delivery, the customer is granted a non-exclusive right to use the delivered software, including its documentation. It is provided for use on the specific delivery item. Use of the software on more than one system is prohibited. The purchaser may reproduce the software only as permitted by law (§§ 69 a ff. UrhG), revise, translate or convert the object code into the source code. The purchaser agrees to remove manufacturer’s information-especially copyright notices or -not to change them without prior consent of the supplier. All other rights to the software and the documentation including copies remain with us or the software supplier. The granting of sublicenses is not permitted.

XIV. Place of performance and jurisdiction

Fulfillment is Baesweiler. Jurisdiction for all claims from business relations is our main office. The legal relationship with our business partners is exclusively German law shall apply. The CISG is expressly excluded.

XV. Others

Buyers outside the EU Member States is unable to provide the proof of export required for tax purposes have to pay the applicable sales tax rate. For deliveries from the Federal Republic of Germany to other EU Member States, the buyer has to share its tax identification number prior to delivery to us. Otherwise, he has to pay for our deliveries in addition to the agreed purchase price from us legally owed sales tax amount. Should any provision of these terms be or become invalid, this shall not affect the validity of the remaining conditions.

Conditions of Purchase (ETUC)

1. General

For our orders and transactions only the following conditions of purchase / quality agreements apply. Amendments and additions as well as the following conditions of purchase / sale of the supplier quality agreements deviating shall only be deemed accepted if they are confirmed in writing by us as an addition to our purchase conditions / quality agreements.

2. Scope

According to contract specifications, the supplier for autonomous quality assurance in all delivery items to the drawing equitable nature of the products required to ensure.

3. Delivery

The supplier is obliged to check the quality of the products manufactured by him own responsibility prior to delivery to us. Is Unless otherwise agreed, the prices are ex works including packaging. VAT is not included. The supplier shall bear the material risk until the goods are accepted by us or our agent at the place where the goods are to be delivered in accordance. To test the products to be delivered to us the supplier uses its own test plans. If there are indications of the incompleteness or inaccuracy in our contract documents, the supplier will inform us immediately and cooperate with us in solving the problem. It is understood that when new insights occurrence a corresponding change in the test documents may be requested by either party, and those documents are adjusted by mutual agreement. The supplier checks in an appropriate manner its deliveries. The results of the quality check are logged by us and provided for inspection. Deviations must be agreed upon before the delivery with us. Extradition may only after written approval by us.

4. Delivery

Deviations from our contracts and orders are only permissible after our prior consent. Agreed periods and dates are binding. If agreed deadlines are not complied with for a reason by the supplier circumstance, we are entitled, after a reasonable grace period to cancel the contract, to obtain from a third party and / or to claim damages for non-performance. We are entitled to reimbursement of all additional costs incurred by us due to Vendor from suppliers late deliveries or services. Acceptance of the delayed delivery or service shall not constitute a waiver of claims for compensation. Partial deliveries are accepted by us only after consultation.

5. Delivery

The products are to be delivered in an environmentally friendly packaging that exclude the impairment of or damage during transportation. Each delivery are unique to the following information:

    – Our order

    – Indication of the product specification / drawing number

    – Number of pieces

    – Dimensions

    – Length / weight

    – Manufacturers Charge

    – Test certificate

    – Material Safety

6. Acceptance conditions

The acceptance of the products carried by incoming inspections. Are the incoming goods inspections failed, we are entitled to the delivery

    – Dismissed at the expense of suppliers

    – To accept subject to later complaint

    – Rectify at the expense of suppliers.

In all cases, the supplier shall be informed accordingly.

7. Technical changes at the supplier

The change of process and test procedures including the use of new or specific properties in terms of quality changes starting materials requires the re-release on our part and is therefore to apply in good time. The supplier thereby to prove that quality, function and reliability remain unaffected.

8. Payment

Unless special arrangements are made, payment of the balance is carried out either within 14 days less 3% discount or within 60 days net. The period runs from the date on which entered into both the bill and the full goods to us or the services have been rendered. Performance is the place where the goods are to be delivered in accordance.

9. Quality assurance

Due to the quality assurance measures of the supplier, our quality demands must be guaranteed. The quality assurance system must be documented in an appropriate form. Process and test procedures need to be fixed and will be given on request to our attention. The traceability of the product must be ensured also to suppliers.

 

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