Conditions of Use
|Sales and delivery conditions of Wolf Kunststoff-Gleitlager GmbH
Our sales terms and conditions apply only to companies of § 310 paragraph 1 German Civil Code (BGB) and on-going business relationships and for future business, even where no express reference being made to them, unless if the customer has otherwise agreed and from us established in a precedent written order confirmation.Should individual clauses thereof be or become ineffective, the validity of the remaining terms and conditions shall not be affected thereby.
Our offer is not binding; contractual obligation only arises upon receipt of our written order confirmation. Our offer does not provide any assurance about the goods offered for a given purpose. To determine whether the product offered is suitable for a particular purpose, the customer have to carry out tests, unless the suitability was expressly confirmed by us in writing form. The offer’s validity is 4 weeks.
An order is only accepted if it is confirmed in writing form. Oral and telephonic agreements, unless they were not confirmed by us in writing form, are not valid. Only the details and prices given in our written order confirmation are authoritative for determining the extent of our delivery obligations. Subsequent changes request from the customers are only with our written confirmation authoritative; thereby we reserve the right to apply an additional charge.
Our ex works valid prices are net prices plus VAT and exclude freight, customs, import duties and packaging costs. In the event of increases or decreases in charges or fees pertaining to merchandise movements (e.g. duties, freight charges, taxes) after that a contract has been concluded, we are entitled to adjust our prices accordingly to the changes if they were unforeseen at the contract concluding time.The same applies to unpredictable increases of wages and unpredictable price changes from suppliers occurring until the delivery date. For new orders (=subsequent orders), we are not bound to previous prices.
5. Delivery times
Delivery times are given in number of weeks. The delivery deadline is observed, if by the shipping expiry date readiness for dispatch has been advised or the goods have left the factory. Delivery deadlines shall commence after receipt of all necessary documents to complete the order, the down payment and the timely provision of the goods, if such were agreed. The delivery deadline shall be extended for measures related to labour disputes, in particular strikes and lockouts as well as the occurrence of unforeseeable obstacles, that are beyond our control, e.g. breakdowns, delays in the delivery of essential materials, in so far as such obstacles demonstrably have a considerable influence on the delivery of the items. The delivery deadline is extended by the duration of such measures and obstacles. Should the delays arising there from exceed a period of six weeks, both contractual partners shall have the right to revoke the contract to the extent of the performance in question. Other claims are excluded. Should a delivery delay already have occurred, and should the customer set us a reasonable period of grace for execution of delivery, he shall be entitled to rescind the contract after this additional period of time has expired without results. The customer is entitled to compensation claims due to non-performance in the amount of the foreseeable damage only if the delay was caused due to wrongful intention or gross negligence.In the case of simple negligence, liability for damages shall be limited to a maximum and no more of 5% of that part of the delivery, which has not been according to the contract. Our obligation to supply shall be suspended while the buyer is in arrears with a due payment.
6. Purchase obligation
Goods reported as ready for shipment must be retrieved immediately from the buyer. In the other cases we are entitled to store the shipment, at our own discretion, on costs and risks of the buyer. For call orders without agreement on terms, production batch sizes and delivery schedules, we can require a binding agreement at latest three months after the order confirmation. If the customer fails to comply this request within three weeks, or if the customer does not accept the ordered goods despite a deadline, we are entitled to grant him a two-week grace period and, when this additional period has lapsed, to withdraw from or refuse the delivery and claim compensation for damages for no fulfilment.
7. Variances and weights
The shipment will be determined solely by our written order confirmation. For billing and payment, the quantity unit determined by us is authoritative. Variations of the ordered quantity of goods up to +5% and for custom-made products up to +10% is allowed. The right is reserved for commercial deviations of the goods concerning quality, dimensional accuracy and colour.
The shipping is without exception in accordance with Incoterms 2010 EXW. Unless otherwise specifically agreed, we select packaging, shipping method and dispatch at our best estimate. If the customer delays a delivery, the risk is transferred to him as soon as the despatch advice note has been issued. If requested in writing form from the customer, the goods will be insured at his cost against storage, breakage and fire damage.
9. Warranty and defects liability
Relevant for the quality and finish of all goods are the initial samples, which the customer makes available to us for examination as reference as requested.The assurance of certain properties of the delivered goods as well for the characteristics of the moulds and tools must be indicated in writing form in the order confirmation. The reference to technical standards serves only a specification. We do not provide any assurance to the customer about the goods offered for a given purpose. Even if we have advised the customer, we are liable for the functionality and suitability of the delivery items only with express written warranty. To determine whether the product offered is suitable for a particular purpose, the customer have to carry out tests, unless the suitability was expressly confirmed by us in writing form. Damage caused by further processing of the goods will not be replaced by us. The customer loses any warranty claim, if he does not fulfil its inspection and complaint obligations. Any recognizable defects must be notified within six days from receipt of the merchandise. Hidden defects must be reported within eight days after their discovery. In both cases the warranty only extends to twelve months after risk transfer, unless agreed differently. As far as the law does not mandatorily prescribe longer time limits, these terms are valid. Warranty is excluded for misuse or inappropriate improper use and storage, incorrect installation, improper commissioning of the merchandise by the customer or by third parties, normal wear and tear, excessive stress, unsuitable manufacturing resources or any other damaging influences not caused by any negligence on our part. Wear and tear caused by usage according to contract do not imply any rights to make warranty claims. In case we are responsible for defects of the sold goods, the customer is entitled to enforce his rights setting an appropriate grace period for supplementary fulfilment. At our discretion we are entitled to correct the defect or replace the goods. If we are not willing or able to fulfil, especially if such fulfilment is delayed beyond the deadline, due to reasons for which we are liable, or if the remedy or replacement fail for other reasons, the customer is entitled to invoke his rights concerning rescission or price reduction. Further claims, especially for reimbursement of expenditures or damage compensation claims due to defects or damages, exist only within the regulation under point 10. Replaced non-conforming parts shall be returned to us free of charge upon request.
10. General liability limits
In all cases in which, notwithstanding the above terms and conditions, we are liable on the grounds of contractual or legal bases for claims to effect compensation for damage or expenditures only insofar as we, as our managing employees or those contracted by us, can be accused of intent, gross negligence or injury to life, body or health. Any further liability is excluded, irrespective of the legal nature of the asserted claim. Exceptions to this are claims regarding product liability law, events of impracticality and injury to life, physical injury or damage to health. In all cases, the warranty obligation is limited to the foreseeable damage. The claim for defects from the costumer prescribe within one month after our refusal of notice of defects in written form.
11. Terms of payment
Our prices are strictly net cash and are payable as following: within 10 days, after date of invoice, less a 2% discount or within 30 days net cash. Condition for allowing a cash discount is the payment of all undisputed invoices which were due earlier. No discount will be granted for payments by bill of exchange. The withholding of payment, due to any counterclaim of the customer not recognised by ourselves, is not allowed, and the presentation of cheques counts as payment only after they have been cashed.In case of payment default will be calculated an interest of 8% from the due date above the respective basic rate. Non-compliance with conditions of payment or circumstances, which raise serious doubts as to the credit worthiness of the customer, will result in the immediate maturity of all outstanding payments in our favour. Furthermore we are entitled to demand payment in advance for outstanding deliveries as well as to withdraw from the contract after a reasonable period of extension or to demand compensation for non-fulfilment, and further to forbid the customer from disposing of the goods and to retrieve not yet paid goods at the customer’s expense. We have the right to set off against the customer any claim we may have, even when such claims are not yet due.
12. Retention of title
Our deliveries remain our property until the fulfilment of any our claims against the purchaser, even if the selling price for specially designated claims has been paid; in case of outstanding invoice the reserved property rights to the delivered goods (goods subject to retention of title) is considered as security for the debt from the balance owed. If the payment of the sales price triggers an obligation for the supplier, the reservation of property rights does not expire before the customer, as drawee, honours the bill. Treatment or processing by the costumer is effected under exclusion of acquisition of ownership according to § 950 German Civil Code; according to the net invoice value of our goods compared to the net invoice value of the developed or processed goods, we shall become co-owners of the resulting object, which, as goods subject to reservation of title, will serve as security for our claims. The purchaser is not entitled to any other dispositions about the merchandise under reservation of title, especially pledging and the transfer of ownership for security. The customer relinquishes herewith all claims, which may result from the re-sale of goods and all other justifiable claims, including associate rights on his customers to us until all our claims are fulfilled. Upon our request, the customer is obliged to provide the information and hand over the documents necessary to assert our rights against the customer of the purchaser. If the value of our existing securities exceeds our total claims by more than 10%, then we are obligated upon request of the customers to the release securities after own choice. We shall be immediately informed of any hypothecations or seizures of conditional goods by third parties. Cost of intervention arising there from are in any case at the customer's expense unless the cost is paid by third parties.
13. Provision of materials
If the customer supplies us materials, these materials are to be delivered at his own cost and risk, on time and in perfect conditions and with an appropriate quantity surcharge of at least 5%. If the above prerequisites are not complied with, the delivery period will extend accordingly and the customer shall bear all additional costs incurred for the production interruptions.
14. Construction tools
Models, press tool, fixtures and other equipment will be charged separately. Pro-rata tools’ costs are to be paid net and immediately upon invoicing without any deduction. They also includes one-off sampling costs, but not the cost of test and processing apparatus equipment. Equipment remains our property, even if a portion of the cost is calculated. If within three years after the last use of a tool, we do not receive any job for its usage, we are entitled to destroy the equipment in question, or to calculate 2% of net invoice value per annum for maintenance and storage costs.
15. Performance and Jurisdiction
Unless otherwise stated in our order confirmation, place of performance is Kerpen-Türnich. Jurisdiction is Kerpen.
16. Governing Law
Any legal relations with the customer shall be exclusively subject to German law, excluding any laws governing international trade, even though the customer's registered office is abroad.
If we have to supply according to drawings, models, samples or using parts provided by the customer, then the customer guarantees that industrial property rights of third parties are not infringed thereby. The customer shall hold us harmless from any third-party claims and pay compensation for any resulting damage. If we are denied the production or delivery by a third party on the basis of his property right, we are entitled to stop the work without checking the legal position. Any drawings and samples having been handed over to us and which did not lead to an order will be sent back on request; otherwise we will be authorised to destroy them 3 months after submission of the offer. We have the copyright or any other rights, regarding the models, shapes and fixtures, drafts and drawings created by us or third parties on our behalf.