1. Conclusion of a Contract
Our offers are non-binding. Contracts shall only be concluded with our written order confirmation. Technical data, illustrations, drawings, weights and measurements are only binding if they are confirmed by us in writing.
Our prices are net, Ex Works (Incoterms 2020) our premises in DE-78333 Stockach (Germany). The customer must deliver all items to be coated free of charge. All shipping and transport costs as well as customs costs in the event of deliveries abroad shall be borne exclusively by the customer.
3. Payment Terms
Our invoices shall be paid net within 30 days starting with the date of invoice. In this context payments are only deemed to have been made once funds have been cleared by our bank. In general, we are entitled to offset any of customer's payment(s) against all unpaid and due invoices.
If the customer fails to observe the payment deadline, the statutory default regulations shall apply. Any interest to be paid by customer for late payment shall be calculated in accordance with the statutory provisions. Should there be any legitimate doubt with respect to the customer's ability to pay or credit worthiness or if an application is made to open insolvency proceedings with regard to the customer's assets, all outstanding payments shall immediately become due for payment. Furthermore, in all such cases, we shall be entitled to request advance payment or securities for any further delivery. The customer shall only be entitled to offset our claims if its counter claims are undisputed or finally determined by a court. In the event of any complaints against the goods delivered by us, the customer is not entitled to withhold or reduce payment of the due invoices.
4. Condition of Parts to be Coated
Parts to be coated by us shall be provided in a ready-to-coat condition. "Ready-to-coat" means, amongst other things, that the work pieces to be plated are demagnetised and free from defects in the material, workmanship or surface which could adversely affect the technical functions, corrosion protection and/or appearance of the coatings. In the case of work pieces manufactured from rolled products, examples of such defects are fissures, clusters of pores, inclusion of foreign substances and doublings and in the case of casts, cold-weld points, rump and basket fissures as well as swirls and any other defective patches. In particular, the surfaces must be free from anti-catalysts such as zinc and sulphur, for example.
The customer is obliged to inform us about the following criteria in advance:
- Steel composition (decisive for grid type, structural composition, strength, hardness, toughness and activation capacity);
- level of purity (decisive for homogeneity of the structure, particularly significant in the surface area zone);
- heat treatment status/internal stresses.
We are not obliged to check whether the items delivered to us for processing are free of any defects nor whether any refining is possible nor whether the information provided by the client is correct. Should the customer request that we carry out checks, the type and extent of the checks must be agreed separately. Unless agreed otherwise, the customer shall bear the costs for such examinations.
The customer must ensure that heavy and bulky goods are equipped with the appropriate fixation and transport devices.
5. Delivery Deadlines / Force Majeure
Deadlines for our deliveries are only binding if they have been confirmed by us in writing. Delivery periods start as soon as all performance details have been clarified and the customer has fulfilled all prerequisites. The delivery deadline is met if the delivery has left our works by the time the deadline has expired or notification of readiness for dispatch has been given. Partial deliveries are allowed; each partial delivery can be invoiced separately.
Force majeure, operational disruptions, strikes or other obstacles beyond our control, at our site or that of our suppliers, exempt us from the obligation to deliver throughout the duration of the disruption and its effects. If delivery is made impossible due to force majeure, our obligation to deliver is no longer applicable and excludes any compensation for damages.
6. Dispatch / Packaging / Transfer of Risk
Parts delivered to us for coating shall be returned by us in the same packaging that they were delivered in, provided that this is possible according to the condition and type of packaging. The same only applies to filling and packing material if the customer specifically requests it. In this regard, the customer shall release us from the obligation to return the packing and filling material in terms of the German Packaging Regulation ("Verpackungsverordnung"). Packaging costs are not included in our prices and are will be calculated according to the additional cost.
The risk of accidental loss of the items to be coated is transferred to the customer as soon as we have handed over the delivered parts to the carrier. This applies equally applicable if we have assumed the transport costs or paid them on behalf of the customer.
If dispatch is delayed due to circumstances for which the customer is responsible, the risk transfers to the customer upon notification of readiness to dispatch. In such cases, we will store the goods at the customer's expense. For storage in the works, we charge at least 0.5% of the invoice amount per month for the stored deliverable goods.
7. Copyright Law
The customer authorises us to use and copy the drawings and paperwork transferred to us regarding the items to be coated. In turn, we undertake to use any photocopies and other reproductions made, exclusively for the purposes of calculations and production and not to pass them on to third parties. Should the documents provided by the customer be subject to third-party protection rights, the customer shall indemnify us from all possible third-party claims.
8. Acquisition of Property through Processing or Treatment
Should we receive an item from the customer for processing or treatment and if the value of our processing or manufacturing is considerably lower than the value of the item, it is then deemed to be agreed that the customer transfers to us partial ownership of the item to be coated proportional to the total amount of the final invoice. If, during processing or treatment, the item is mixed or combined with substances belonging to us in such a way that they become essential components of a uniform object, we shall acquire joint ownership of the new object in proportion to the value of our materials in relation to the item of the customer at the time of combining or mixing. Should the combination or mixing take place in such a way that the customer's part is regarded as the main part, it is then deemed to be agreed that the customer transfers joint ownership to us proportional to the total amount of the final invoice.
In this respect, we are obliged to release the securities allocated to us by the customer when the realisable value of our security exceeds the claims to be secured by more than 20 %. The choice of securities to be released shall be at our discretion.
9. Complaints, Warranty and Liability
Items coated by us must immediately be checked for defects on receipt by the customer. Any complaints relating to defects must be brought immediately to our attention. Otherwise, the items delivered by us shall be deemed as free from defects.
The warranty period for each part shall be twelve months starting with the transfer of risk. Warranty is excluded if the items to be coated by us are not delivered to us in the condition stipulated in paragraph 4 above ("Conditions of Parts to be Coated"). In the event of any defect of work pieces, we shall have the opportunity to inspect them on site. No alterations shall be made to the defective work piece without our prior consent. In the case of proven defects in material and workmanship we will, at our own discretion, remove the defect free of charge or re-coat the item and, if neither of these options is possible for said work piece, the customer shall receive a credit for the invoiced amount. Further warranty claims are excluded.
We accept liability in accordance with the statutory provisions insofar as the customer asserts claims for damages based on our culpable behaviour (incl. those of our legal representative and vicarious agents) and our behaviour results in an injury to life, body or health.
Provided that we (or our legal representative or vicarious agents) merely negligently breach a contractual obligation, our liability for damages is limited to reasonably foreseeable and typically occurring damage. Contractual obligations are those whose fulfilment is of fundamental importance for the respective contract. We do not accept any liability for negligent breach of secondary contractual obligations.
Further liability, particularly for loss of profit, is excluded. This shall not apply if we are legally liable according to the German Product Liability Law ("Produkthaftungsgesetz") or in cases of malicious intent or gross negligence.
For parts delivered to us by the customer and for transport of those parts back to the customer, insurance shall only be taken out (for example against breakage, transport or consequential damage and theft) on separate agreement with the customer and at the customer's expense.
11. Value Added Tax
Should the tax administration of the country at customer's registered office or the Federal Republic of Germany assume the VAT liability on our part and reject the existence of an intra-Community delivery in accordance with § 6a VAT Act of the Federal Republic of Germany (Art. 138 para. 1 EU “VAT-System”-Directive = COUNCIL DIRECTIVE 2006/112/EC of 28 November 2006 on the common system of value added tax), the net prices shall be increased by the value added tax at the statutory rate. The seller or supplier is entitled to demand additional VAT from the buyer against the issue of an invoice with a separate VAT statement.
12. Place of Performance
Place of performance for the delivery is DE-78333 Stockach (Germany); place of payment is our company headquarter located in CH-8212 Neuhausen am Rheinfall (Switzerland).
13. Place of Jurisdiction and Applicable Law
Provided that the customer is a registered entrepreneur or company, for all directly or indirectly arising contractual legal disputes our chosen place of jurisdiction is our company headquarter (CH-8212 Neuhausen (SH), Switzerland. In addition, we are also entitled to bring the customer to court at its domicile.
Substantive Swiss Law shall exclusively be applicable to the entire legal relationship with the customer at the same time excluding the UN Convention on the International Sale of Goods – Vienna Convention of 1980 - CISG) and also excluding the rules of International Private Law (Conflict of Laws).