General Conditions of Sales, Supply and Payment
General Conditions of Sales, Supply and Payment
The documentation pertaining to the quotation such as illustrations, drawings, details of weights and dimensions are only approximately authoritative where they are not expressly designated as binding. The supplier retains the right to ownership and Copyright of all cost estimates, drawings and other papers. These must not be made accessible to third parties The supplier has an obligation not to make accessible to third parties any plans designated as confidential by the purchaser, without the latter's approval
II. Scope of the delivery
The written order confirmation from the supplier is definitive for the scope of the delivery. In the case of a quotation from the supplier with a time commitment and timely acceptance, the quotation is definitive, where there is no confirmation of the Order in good time. Supplementary agreements and changes require the written confirmation of the supplier.
III. Price and payment
1. In the absence of any special agreements the prices are ex works, including loading at the factory, but excluding packing. VAT at the applicable statutory rate must be added to the prices.
2. In the absence of any special agreement payment is to be made in cash with no deductions and free of charge at the supplier's point of payment within 30 days after dispatch.
We grant a discount of 2% if the payment is carried out within 14 days after dispatch.
3. The withholding of payments or the offsetting of any counter claims by the purchaser which are disputed by supplier are not permitted.
4. For orders of less than EUR 50,- nett invoice value we charge a handling charge of additional EUR 15,- for each order.
5. In case of disproportional increases of costs such as labour or material costs we preserve the right for price adaptations even within the period of validity of this price list.
IV. Delivery time
1. The delivery time begins with the sending of the order confirmation but not before the purchaser furnishes the documents, approvals, clearances to be provided and also the arrival of the agreed down payment.
2. The delivery times will be extended commensurately in the event of actions which form part of labour disputes, especially strikes and lockouts and also in the event of any unforeseen impediments which are outside the control of the supplier where such impediments can be shown to have a considerable influence of the manufacture or shipment of the object being supplied. This also applies when these circumstances occur at sub-suppliers. The circumstances described are also not to be blamed by the supplier when they arise during an already existing delay. In important cases the supplier will notify the purchaser of the beginning and end of such impediments as soon as possible.
3. The delivery times has been adhered to if by the time it expires the object being supplied has left the factory or its readiness for despatch has been notified.
4. When damage is suffered by the purchaser as a result of delay which has occurred due to the supplier, the purchaser is entitled to request compensation for the delay, to the exclusion of further claims. For each full week of lateness this will amount to 1/2 of 1%, but at the most 5% of the value of that part of the total delivery which as a result of the delay cannot be utilised in good time or in accordance with the contract.
5. If despatch is delayed at the wish of the purchaser he will be charged for the cost of storage beginning one month after indication of readiness for despatch, for storage at the supplier's factory however at least 1/2 of 1% of the invoiced amount for each month. The supplier however is entitled after setting a suitable period and its fruitless expiry to make other use of the object being supplied and to supply the purchaser over a suitable extended period.
6. Adherence to the delivery period assumes the purchaser meets his contractual obligations.
V. Transfer of risk and acceptance
1. The risk is transferred to the purchaser at the latest upon despatch of the supplied parts, i.e. even if partial deliveries are made or the supplier has taken on further services such as the costs
of despatch or transport and setting up. At the request of the purchaser, and at his expense, the shipment can be insured against theft, breakage, transport, fire and water damage and other insurable risks.
2. If the despatch is delayed as a result of circumstances which are the fault of the purchaser, then the risk Is transferred to the purchaser from the day of readiness for despatch; the supplier is however under an obligation, at the wish and expense of the purchaser, to effect insurance which the latter request.
3. Objects supplied, even if they exhibit insignificant defects, are to be accepted by the purchaser regardless of the rights under section VII.
4. Partial deliveries are permissible.
VI. Right of ownership
1. The supplier retains the right of ownership to objects supplied until the arrival of all payments under the contract to supply.
2. The supplier is entitled to insure the object supplied against theft, breakage, transport, fire and water damage and other damage at the purchaser's expense when the purchaser has not shown that he has taken out hat insurance himself.
For defects in the delivery, which includes the absence of the properties explicitly promised, the supplier has the following obligations, to the exclusion of further claims regardless of section IX, 4.
VII. Liability for defects in the delivery
1. All parts which within six month of commissioning prove to be unusable or whose usability is significantly impaired as a result of a state of affairs which was present before the transfer of risk, particularly due to faulty construction, poor material or bad workmanship will be repaired or supplied new at the choice of the supplier, as he judges best.
The discovery of such defects is to be reported to the supplier in writing without delay. Replaced parts become the property of the supplier. If despatch, set up or commissioning is delayed, without blame being attached to the supplier then this liability expires at the latest 12 month after the transfer of risk. For essential third party products the supplier's liability is limited to the transfer of the entitlement to liability which exists vis a vis the sup-supplier of the third party product.
2. The right of the purchaser to assert claims due to defects expires in all cases in 6 months from the time of the punctually made complaint, or upon the expiry of the warranty period.
3. No warranty is taken on for damage which occurs due to the following reasons; unsuitable or improper use, incorrect fitting or incorrect repair by the purchaser of by a third party, natural wear and tear, incorrect or negligent treatment, unsuitable operating materials, replacement materials defective construction work, unsuitable construction site, chemical, electro-chemical or electrical effects for which the blame cannot be attributed to the supplier.
4. To allow the repairs and the supply of replacements to be carried out, which appear necessary in the best judgment of the supplier the purchaser, after agreement with the supplier, must provide the necessary time and opportunity otherwise the supplier is released from his obligation for the defect. Only in urgent cases where operational safety is a risk or to avoid disproportionately large damage, whereupon the supplier must be made aware immediately, or if the supplier is delayed in eliminating the defect, the purchaser has the right to eliminate the defect himself or have it eliminated by a third party and to demand reimbursement of the necessary costs from the supplier.
5. Of the direct costs in cured by the repairs of the supply of replacements the supplier will - insofar as the complaint is shown to be justified- bear the cost of the replacement items including the despatch, plus the reasonable costs for the removal and fitting and furthermore, where this can be rightly requested depending on the situation of the individual case, any necessary costs for providing his mechanics and assistants. The purchaser generally bears all other cost.
6. The warranty period on the replacement items and the repair is three months, but this will run until the time of the expiry of the original warranty period for the object supplied. If repairs are necessary the period of liability for the object supplied will be extended by the length of the interruption in operation caused by this.
7. Any modifications or repair work carried out on the part of the purchaser or a third party either inexpertly or without the prior approval of the supplier will cancel the liability for the consequences such actions.
8. Further claims by the purchaser, especially claims for damage which did not occur on the supplied object itself are excluded. The exclusion of liability does not apply if the owner or leading the owner or leading employee, the supplier is only liable for sensibly foreseeable damage typical of the contract. The exclusion of liability also does not apply in cases where in accordance with the product liability law liability is accepted for damage to persons or property on privately used objects, where faults exist on the object supplied. It also does not apply when properties.
VIII. Liability for associated obligation
When, through the fault of the supplier, the object supplied cannot be used by the purchaser in accordance with the contract as a result of omitted or incorrect implementation of suggestions or advice which occurred before or after conclusion of the contract and also other obligations related to the contract, especially instructions for the operation and maintenance of the object supplied then the rulings in Section VII and IX apply appropriately, to the exclusion of further claims by the purchaser.
IX. The rights of the purchaser to withdrawal, variation and other liability of the supplier
1. The purchaser can also withdraw from the contract is the whole provision of supplies and/or services becomes completely impossible for the supplier before the transfer of risk. The same applies in the event of the supplier’s inability to deliver. The purchaser can also withdraw from the contract, for an order of objects of the same type, the implementation of a part of the delivery becomes impossible with respect to quantity or he has a justified interest in refusing a partial delivery, if this is not the case the purchaser can reduce the counter payment to suit.
2. If a delivery delay exists as defined under Section IV of the Conditions of Supply and if the purchaser grants the supplier who is in arrears with the delivery a suitable extension period with an explicit declaration that after the expiry of this period he will refuse to accept the goods and/or services, and it this extended deadline is not met, then the purchaser is entitled to withdraw.
3. If the impossibility occurs during the delay in acceptance or due to the fault of the purchaser then the purchaser remains obliged to make the counter payment.
4. The purchaser also has the right to cancellation of the contract if the supplier, through his own fault, allows a suitable extension period granted to him for repairs of the supply of replacements with regard to a defect, as defined in the conditions of supply and attributable to him, to expire fruitlessly. The right of the purchaser to cancellation of the contract also exists in other cases of failure of the supplier to repair or supply a replacement.
5. Further claims by the purchaser are excluded, especially to termination or reduction and also to compensation for damages of any kind i.e. also for any damages which did not occur on the supplied object itself. This exclusion of liability does not apply if the owner or leading employee have acted with intent or gross negligence and also if there has been blameworthy violation of essential obligations under the contract. In the event of blameworthy violations of essential obligations under the contract, except in cases of intent or gross negligence by the owner of leading employee, the supplier is only liable for sensibly foreseeable damage typical of the contract. The exclusion of liability also does not apply in cases where In accordance with the product liability law liability is accepted for damage to persons or property on privately used objects, where faults exist on the object supplied. It also does not apply when properties are absent which were expressly promised when the promise had the intention of covering the purchaser against damage which did not arise on the supplied object itself.
X. Court of jurisdiction
If the purchaser is a fully qualified merchant, a legal personage in public law or a legally separate property proceedings for all disputes arising from a contractual relationship are to be taken at the court with jurisdiction for the supplier's head office or the branch of the supplier which made the delivery. The supplier is also entitled lo take proceedings against the buyer at the court of jurisdiction for his head office.
MATO GmbH & Co. KG