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Terms and con­di­tions of sale, delivery and payment

1. Validity

For all legal tran­sac­tions with us, the fol­lowing terms of sale, delivery and payment apply exclu­sively. Con­di­tions of the buyer which con­tradict our con­di­tions are not binding for us, unless we expressly accept these con­di­tions in writing.

2. Written form

All agree­ments must be in writing. Addi­tional agree­ments and other con­di­tions are only valid if they have been con­firmed by us in writing.

3. Orders

Written and oral orders are only binding for us if we have accepted them with a written “order confirmation”.

4. Prices

a) Our prices are ex works Plat­ten­hardt, Germany, strictly net, unless otherwise agreed. The sta­tutory value added tax to be paid by the purchaser is not included; we charge the VAT rate valid at the time of delivery.
b) If the purchase price is fixed in a foreign cur­rency and a change in cur­rency parity occurs between the con­clusion of the purchase and payment, we shall be entitled to at least the amount cor­re­sponding to the purchase price in German cur­rency at the time of con­clusion of the contract.

5. Delivery time

a) The delivery time stated by us is appro­ximate. It begins with the day of issue of the order con­fir­mation. Delivery is the day of loading or, if we do not ship our­selves, the day of rea­diness for shipment.
b) Within the delivery period we are entitled to make partial deliveries.

6. Delivery quantity, weight determination

a) We are entitled to exceed or fall short of the agreed delivery quantity by 2%. The delivery price does not change as a result.
(b) If the quantity is marked with “approx.” or “and the like”, the buyer may not object to under- or over­weights of up to 5%. The price depends on the quantity deli­vered.
c) Custom-made pro­ducts will be recon­ciled to the desired quantity if pos­sible. In this case, over- or under­weights of more than 5% are per­mitted. The price depends on the quantity delivered.

7. Right of with­drawal in case of force majeure

In case of natural dis­asters, riots, official mea­sures, transport dis­rup­tions, strikes, lock-outs, ope­ra­tional dis­rup­tions, both in our juris­diction and in the juris­diction of our sup­pliers, we chave the right to withdraw from the con­tract in whole or in part or execute it at another time, without the purchaser having the right to make any claims against us.

8. Transport risk

When the goods leave our factory, regardless of whether the transport is carried out by for­warding agent, rail or self-coll­ection vehicle and in the case of freight-free delivery, the transport and all other risks are trans­ferred to the buyer. This also applies to transport with our own vehicles, unless we are grossly at fault in the sel­ection of the driver or the pro­vision of the vehicle.

9. Notice of defects

a) Com­plaints can only be con­sidered by us if they are made within 8 days after receipt of the delivery by the buyer.
b) If the reduced value is not higher than 5% of the value of the goods, the buyer is only entitled to a reduction of the purchase price. In this case, however, we are also entitled to take back the goods and to imme­diately deliver a repla­cement at the agreed prices and con­di­tions. We shall bear any expenses incurred in this con­nection.
c) If the reduced value is higher than 5%, we are entitled to clarify within a period of 3 business days after receipt of the noti­fi­cation of the reduced value whether we will imme­diately make a repla­cement delivery. If we do not make use of this right within this period, the buyer can aa) take over the goods with deduction of the reduced value or bb) demand can­cel­lation of the con­tract. If the buyer demands can­cel­lation of the con­tract, we are entitled to imme­diately deliver a repla­cement at the agreed prices and con­di­tions.
d) Further claims of the buyer, in par­ti­cular for direct or indirect damages, are excluded.

10. Sam­pling

In the event of a noti­fi­cation of defects, we are entitled to have a sub­se­quent sam­pling of the deli­vered goods carried out by a sworn cer­tified metal sampler within 10 days. Both parties are entitled to be present at the sam­pling or to be repre­sented. Sam­pling and ana­lysis shall be carried out in accordance with the latest edition of EN ISO 11125.

11. Exclusion of claims for damages

Claims of the buyer for com­pen­sation for direct or indirect damage, regardless of the legal basis, are excluded, unless we have caused the damage inten­tio­nally or through gross negligence.

12. Retention of title

a) We retain title to the deli­vered goods until the purchase price has been paid in full, including all ancillary claims arising from all our tran­sac­tions with the buyer.
b) The buyer is obliged to store the goods belonging to us in separate, appro­priately marked batches.
c) The goods shall be insured against fire and other damages in the usual manner.
d) Dis­posal of the deli­vered goods outside the ordinary course of business, e.g.pledging or transfer of ownership by way of chattel mor­tgage is pro­hi­bited for the buyer until our total claim has been ful­filled.
e) The purchaser must inform us imme­diately of any seizure of our goods.
f) The buyer is entitled to resell the goods in the ordinary course of business after full payment and to deliver them to his buyer. All claims which the buyer acquires from the resale or transfer of the deli­vered goods to third parties are, as long as we have claims against the buyer, assigned to us in advance to secure our claims. We are entitled at any time to demand a list of the goods deli­vered under retention of title and the claims arising from the resale. The list must contain the address of the third-party purchaser, the amount of the purchase price and the date of the purchase transaction.

13. Use of the deli­vered goods

a) Unless otherwise agreed, the goods may only be used in the buyer’s business. This does not apply to dealers.
b) Non-con­tractual use of the goods entitles us to claim damages or to withdraw from the contract.

14. Terms of payment

a) Payment must be made within 30 days of receipt of the goods. If the invoice is issued later, payment is due 30 days after receipt of the invoice. Cheques and bills of exchange are only accepted subject to encashment or dis­counting. In the case of payment by bill of exchange, costs for dis­counting and coll­ection shall be borne by the buyer.
b) If the buyer is in default of payment, we can demand interest on arrears as we would have to pay if we had taken out a bank loan. Fur­thermore, we are entitled to withhold further deli­veries.
c) If changes occur in the buyer’s cir­cum­s­tances which affect his cre­dit­wort­hiness, we are entitled to demand that the buyer provide security for our claims.

15. Pro­hi­bition of assignment

The buyer may only assign the rights from the con­tract with our written consent.

16. Cus­tomer advisory service

We provide cus­tomer advisory ser­vices free of charge, unless otherwise agreed. The advice given is not binding and we exclude any lia­bility for it.

17. Place of per­for­mance, place of juris­diction and appli­cable law

Place of per­for­mance and place of juris­diction is – as far as legally per­mis­sible – Stuttgart. Unless otherwise agreed, the sta­tutory pro­vi­sions of the Federal Republic of Germany shall apply exclu­sively, excluding the uniform inter­na­tional law on sales.

18. Partial invalidity

Should any pro­vision of these Terms and Con­di­tions of Sale, Delivery and Payment or any other con­tractual pro­vision be invalid, the remaining Terms and Con­di­tions of Sale, Delivery and Payment and the remaining con­tractual pro­vi­sions shall remain in effect. In this case, the buyer and we undertake to replace the invalid pro­vision by a pro­vision which is equi­valent in its eco­nomic result.

Metall­technik Schmidt GmbH & Co. KG
Schul­straße 41, D‑70794 Filderstadt
Phone: +49 711 779 907–0
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