Right from the beginning
for a lasting partnership
The following terms exclusively apply for all our offers, sales and supplies.The customer complies with this to the full extent by placing an order.Deviant terms do only apply, if especially agreed and confirmed by us in writing.By changing individual terms, the remaining ones are not being affected.The customer`s condition of purchase do not commit us, even if we do not explicitly object to it.Rights and duties according the sales contract must not be vested to others without our explicit consent.Unless otherwise agreed, these terms apply for the entire current and future course of business, even though these terms are not especially referred to within an existing business connection.
Offers are always subject to change, even if not especially agreed.
Orders are only considered as accepted, when they have been confirmed by us in writing.Is an immediate supply carried out, the invoice is also classified as the confirmation of order.
Our prices are subject to change and apply ex point of delivery Bobingen, excluding packing, postal charges, freight, other shipping costs, insurance, customs and installation.As far as it is legal, we are entitled to adequately raise our prices, if - between order and supply - wage costs, prices for raw material, freight charges, taxes, customs, fees or other expenses increase, or if new costs are taking effect.If there is a time span of more than 6 months between ordering date and delivery, we are entitled to effect an increase in prices and costs of 3%, without proof.The calculation is influenced by the number of pieces determined by us.
The delivery time is, with the duly indication of the readiness of dispatch, regarded as maintained, when the dispatch is, without our fault, impossible.Partial deliveries must not be rejected by the customer.An obligation to maintain agreed delivery times can only be assumed provided that the course of production is undisturbed.The consequences of force majeure, operational disorder, strike, lockout, official measures, lack of raw and auxiliary materials at the time of production and other unforeseen circumstances concerning us or our customers authorize us to cancel our vendor liabilities entirely or in part.The noncompliance of confirmed delivery dates does not entitle to claim damage compensation or to cancel orders.We are authorized but not committed to a subsequent supply of the missing quantity of goods.Claims for damages due to noncompliance or late compliance are excluded.The risk is at the Buyer`s when the goods leave the stock in Bobingen or on notice of the readiness for dispatch.The choice of the route of transport or the means of transport is made, if not stipulated otherwise, to the best discretion without any liability for most economical or qickest dispatch.The dispatch is always at the buyer`s risk - even when the freight is prepaid and in the case of the reservation of title.The packing is carried out to our discretion, as far as not otherwise agreed.Product changes because of technological advance remain reserved.Concerning products which are not in stock, we reserve the right to underdeliver or overdeliver the requested quantity by up to 10%.
Claims because of weight, quantity, quality or specification of the products can only be taken into account, as far as not abolished by our conditions of sale, if we are informed about it in writing immediately on detection, but not later than eight days after the receipt of the products at the place of destination.Defects, which can not be detected within this time limit even after due diligence, have to be instantly be indicated after they have been detected.
7. Liability for defects
7.1 All parts have to be repaired gratuitously or newly delivered at equitable discretion of the supplier which turn out to be useless because of defective construction, unsound building materials or inadequate implementation - or severely impaired concerning serviceablitiy - within 6 months from delivery due to a factor before the transfer of perils.The supplier has to be immediately informed about the discovery of such defects in writing.Replaced parts become property of the supplier.In case of a delayed delivery without the supplier`s fault, the liability expires not later than 12 months after the transfer of perils.The supplier`s liability for important third-party products is limited to the assignment of the liability claims which he is entitled to against the supplier of the third-party product.The warranty period is one year from date of supply.7.2 The buyer`s right to assert claims because of defects expires in all cases from the moment of the timely objection in 6 months, but not before the expiration of the warranty period.7.3 Warranty is not assumed for damages, which occurred due to the following: inadequate or incorrect use, faulty installation, wear and tear, incorrect or careless treatment, inadequate operating materials, substitute material, poor construction work, chemical, electrochemical or electrical influences, as far as not resulted from the supplier`s fault.7.4 The buyer has to give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which seem to be essential according to equitable discretion, regarding the agreement with the supplier, otherwise the supplier is exempt from the liability from defects.7.5 The supplier bears all expenses for the repairs or the replacement delivery, if the objection turns out to be legitimate.Otherwise the buyer bears the costs.7.6 The warranty period for the replacement and the repair is three months, but it is valid at least until the expiration of the original warranty period for the delivery item.7.7 If the buyer or a third party makes inappropriate alterations or repair works without prior consent of the supplier the liability for the consequences resulting from that is void.7.8 Further claims of the buyer, especially the claim for damages, which have not occurred at the delivery item itself is excluded, if legitimate.7.9 In case defects appear, the buyer is obliged by our request to have it recorded by a neutral specialist.If the buyer does not give us or out presuppliers the opportunity to check the identity of the rejected goods or indicated defects on the spot, if he does not provide us immediately with samples on request, if he does not stop processing of the goods promptly after having detected the defects, or if he does not refrain from intermixing our products with products from other suppliers - and this until we or our presuppliers explicitly release the products - all warranty claims lapse.As long as the buyer does not comply with his contractual obligations (complete payment of the purchase price) we are not committed to any warranty.
8. Application-technological advice
Only the buyer is responsible for application, use and processing of the purchased goods.The verbal and written application-technological advice by the supplier is only to be regarded as a nonbinding note, even with reference to possible property rights of third parties, and it does not excuse the buyer from checking the products if they are appropriate for the intended processes and purposes.Should a liability of the supplier still be considered, it is limited to the value of the respectively supplied products.For the storage of elasomer products DIN 7716 applies (2.75).
9. Reservation of title
Property title is only then transferred to the purchaser when the latter has paid all his obligations from the existing business relationship. The acceptance of bank transfers or cheques is then only deemed as purpose of payment but the property title to the respective object of purchase is only assigned to the purchaser with the final settlement of debt. Payment by cheque with the justification of a financing relationship by means of bill of exchange is not deemed to be settlement of the purchase price. If the goods supplied are or a part of the goods supplied is then installed in another object, the reservation of title is not extinguished; on the contrary, the co-ownership of the new object proportionate to value is agreed. The purchaser has the right to process further or to sell in the normal course of business all goods supplied with reservation of title. On the other hand, he may not pledge the goods or assign these as security. In the case of further sale or further processing the purchaser hereby assigns to us all claims from the further sale including all secondary rights to the third party to the amount of the invoice with the authorization of a proportionate entitlement. Insofar as the purchaser himself collects the assigned claim, this is under the terms of a trust basis. The amounts collected are to be transferred to us immediately. At our request, the purchaser undertakes to disclose the assignment to the secondary purchaser and to provide information for the enforcement of our rights against secondary purchasers. The purchaser must notify us immediately of any seizure or any impairment of our rights by third parties. The purchaser is entitled to demand release or securities if the realizable value of these exceeds 20% of the claims to be secured. In the event that the secondary purchaser does not pay immediately in cash, the purchaser shall reserve for us the right of extended property.
Net payments shall be transferred to our invoicing center within 30 days of the date of invoice and without deductions of any kind. The purchase price however is due immediately if the purchaser has other outstanding payments to be made to our company, or if we become aware of the uncertainty of the assets situation of the customer in terms of bankruptcy proceedings, judicial or extra-judicial composition applications, exchange rate or check protests, seizure proceedings or loss of security or other similar occurrences as set forth in § 321 BGB (Federal German Civil Code). In such a case we are entitled to undertake outstanding deliveries solely on the basis of payment in advance or to withdraw from the contract. Payment by bank draft requires specific consent. Bank drafts and cheques are accepted only with the reservation of settlement and are then only valid from the time of redemption as cash received. Bank charges shall be remunerated in cash. If the target date of payment within 30 days is exceeded a reminder will be sent out immediately and default interest must be paid to the amount of the currently valid bank interest rates for overdrawing. The purchaser is not entitled to retain any payments on the grounds of a possible counterclaim nor to offset against such possibilities.
11. Drawings and Moulds
Drawings, documentation and draft designs from our company shall not be made accessible by the recipient to third parties. Contraventions are subject to full compensation. Drawings and documents sent with our quotations shall be returned to us immediately by the recipient if an order is not placed. Common languages for documentation (including but not limited to assembly instructions and installation guides), drawings and draft designs are German or English. For additional languages an individual translation can be prepared, at purchaser´s expense. Moulds which we produce or which are produced on our behalf remain our sole property even if these are invoiced proportionately to the customer. Von uns oder in unserem Auftrag hergestellte Formen bleiben unser Eigentum, auch wenn sie dem Abnehmer anteilig berechnet werden.
12. Compliance with Export Control Regulations
The purchaser is made aware of the fact that it is compulsory and his sole responsibility to abide by the export control regulations of the Federal Office of Economics and Export Control in Germany, the “Bundesamt für Wirtschaft und Ausfuhrkontrolle” (BAFA). These regulations and further information can be found on www.bafa.de.
13. Place of performance and place of jurisdiction
Place of performance for deliveries and payment is Augsburg. Place of jurisdiction for all disputes arising from this contractual relationship is Augsburg. The contractual relationship of ordering party and supplier is subject to the law of the Federal Republic of Germany with the exclusion of UN purchasing law (CISG).
14. Part invalidity
The purchase or supply agreement and these conditions remain in force even in the case of any invalidity in law relating to individual provisions. Bobingen, Januar 2012 Seal Concept GmbH Dichtungen und Hydraulik
1. General Conditions
1.1 All orders to Seal Concept GmbH are subject to these general terms and conditions, insofar as not expressly agreed otherwise. Supplier conditions as set forth in his General Terms and Conditions of Business or in the confirmation of order are expressly waived. Our terms and conditions of purchase are then also valid exclusively when we do not object to the conditions of our supplier in an individual case or when we do accept deliveries from the supplier despite of knowing of his contrary or supplementary terms of business. 1.2 These terms and conditions of purchase are also valid for all future business transactions with the supplier, even if these are not expressly agreed specifically at a later date. 1.3 The ineffectiveness or non- executable character of an individual provision of these terms and conditions of purchase does not affect the validity of the remaining provisions. In place of the invalid or non-executable provision, a legally permissible regulations should be substituted which is as near as possible to the purpose intended by the invalid or non-executable provision.
2. Conclusion of the Agreement
2.1 Orders and commissions are then binding when they are made in writing or confirmed in writing. Any changes, additions or ancillary agreements at or after conclusion of the contract require our written confirmation. The requirement for the written form can also only be waived if made in writing. Written form can include transfer by fax, e-mail or data transfer. 2.2 The supplier shall confirm each order within a period of 14 days, stating the order number and article number. If we do not receive the confirmation of order within the specified period we are entitled to withdraw from the contract without any claims being made against us. Supplier call-offs are binding if the supplier does not oppose these within 14 days of notification. Amendments, additions or other deviations from our orders are then only effective if these are expressly and specifically stated and we expressly give our consent.
3. Prices and Terms of Payment
3.1 The prices quoted in the order are fixed prices. Agreed prices are the highest prices but any price reductions in the period between ordering and payment of the invoice shall be granted to us. Costs of transport including packaging, insurance and all other ancillary costs are borne by the supplier insofar as not expressly agreed otherwise. 3.2 Invoices are to be drawn up immediately after dispatch of the wares and stating the date of the order, order number and article number and send to us by separate post. Each order is to be invoiced separately. The sales tax is to be listed as a separate item, otherwise is deemed to be included in the price. 3.3 Invoices are to be made out in EURO and payments shall be made exclusively in EURO. The supplier shall inform us accordingly of his bank account details, his correct IBAN and corresponding BIC, together with his sales tax identification number. 3.4 Payments are made following acceptance of the consignment and receipt of a verifiable invoice and transfer of all documentation pertinent to the scope of the consignment. Insofar as previously agreed, we might choose settlement according to credit note notification procedure as set forth in § 14 section 2 clause 2 UStG (German Sales Tax Law). Insofar as not expressly agreed otherwise, we shall pay within 14 days with the deduction of 3% prompt payment discount or within 30 day without deductions. 3.5 Without our prior written consent, the supplier is not entitled to assign his receivables against us in part or as a whole to a third party or dispose of these in another way. Offsetting on the part of the supplier may be undertaken only for claims which we do not dispute or which are deemed as enforceable in law.
4. Delivery dates and conditions
4.1 The dates of delivery as agreed in the order are binding. Any default or delay in the agreed delivery dates and deadlines must be notified immediately to us in writing by the supplier. 4.2 Part consignments or earlier deliveries may be undertaken only with our expressed prior consent. The entitlement to payment however, is then only according to the originally agreed delivery date. 4.3 The consignment, insofar as not otherwise agreed, must be accompanied by a delivery note. First deliveries, especially those which have a sample status, are to be accompanied by a full set of first sample documentation according to our individually concluded supplier agreement. 4.4 Times for acceptance of deliveries are agreed as weekdays Mon.- Thurs. 8.00-12.00 and 13.00-16.00 hours Fri. 8.00-12.00 hours. 4.5 Without expressed notification to this effect the supplier is deemed in default if he does not render his performance of supply of the agreed quantities by the agreed order dates. In the case of default, we are entitled at our choice and without subsequent notice to demand either later delivery and compensation for damages for delayed delivery or compensation for non-performance or to withdraw from the contract. In the case of excess quantities delivered of >5% per item we expressly reserve the right to return the wares to the amount of over-delivery at the cost of the supplier. Moreover, for every week of default we are entitled to demand a contractual penalty to the amount of 1% in total but not more than 5% of the order value. 4.6 Events arising by reason of force majeure which make it impossible or extremely difficult for a delivery to be made by our supplier or acceptance or use of the consignment to be undertaken by our company or at our customer´s company influence our obligation for our acceptance in accordance with our actual requirement as appropriate. In case of force majeure affecting us or our suppliers, we are entitled as we choose to withdraw from the contract either in part or in its entirety.
5. Place of performance
Place of performance is the place at which - according to the order – the wares are to be delivered or at which the performance is to be rendered. For our payments our seat of business is the place or performance.
6. Transfer of risk
Insofar as not otherwise agreed, the supplier bears the risk and the costs of dispatch up until acceptance at the place of performance. The risk of accidental perishing or accidental deterioration of the consignment, even though we have declared our willingness to accept the freight costs, then only passes to us with our acceptance or that of our commissioned freight forwarder at the agreed place of performance or after final acceptance of the consignment, depending on which is the later point of time.
7. Place of performance
With transfer at the place of performance or to a freight forwarder commissioned on our behalf, ownership of the goods passes to us, without reservation of any rights for the supplier.
8. Warranties and remediation of defects
8.1 The delivered wares are examined by us on the basis of the accompanying documents only in respect of identity and quantity and for any externally visible transport damage. Faults in the consignment, as soon as these have been determined during the normal course of our business procedures will be notified to the supplier within a reasonable period of at least 14 working days after they have been discovered. In the case of defects in wares and services which are not determined until after commissioning. The period of guarantee shall begin at the point of time of commissioning (also by third parties). The supplier undertakes to waive the counterclaim of delayed notification of defect: § 377 HGB (German Commercial Code). 8.2 The obligation of warranty on the part of the supplier is aligned to legal regulations, especially relating to defects in goods supplied without limitation or exclusion of liability on grounds of cause or amount and releases us from the claims of third parties. 8.3 In principle we have the right to select the type of performance in remedy of the defect. Without having to set a period of prior notice we have the right in urgent cases e.g. to prevent acute danger or avoid greater damage and insofar as the supplier does not immediately begin to rectify the damage, to begin or to carry out the repair of damage ourselves or through the agency of a third party. 8.4 The period of guarantee is 2 years starting on the date of transfer of risk if the otherwise legal period of guarantee or that of the supplier does not provide for a longer period. 8.5 If as a result of a defective delivery a goods received control is necessary which exceeds the normal scope then the supplier shall bear the costs for this.
9. Product liability
9.1 If liability claims are enforced against us the supplier undertakes to release us from these claims including costs for possible call-backs, if and insofar as the cause for these lies within the field of management and administration of the supplier and he himself would be liable in external relations. 9.2 The supplier shall take out an extended product liability and call-back campaign costs insurance with a cover sum of at least EUR 2,500,000.00 (two million five hundred thousand Euro) respectively per damages claim to persons or property – lump sum. Our claims however are not limited to these cover sums.
10. Reservation of property / Confidentiality
10.1 The supplier supplies the sold goods free from the rights of a third party. We accept a reservation of property of the supplier only insofar as this was expressly agreed with us outside the General Terms & Conditions of Business. 10.2 All documents e.g. drawings, plans, samples, models, data processed records and programs which we place at the disposal of the supplier remain our property and must not be made accessible to third parties. Contraventions are subject to compensation for damages. The documents are to be handed back unsolicited as soon as they are no longer necessary for the delivery or performance. 10.3 We reserve the right of property to all parts which we have placed at the disposal of the supplier. Processing will be undertaken for us. Insofar as our parts are bound with or mixed with foreign owned objects, we acquire co-ownership of the bound with or mixed with foreign owned objects in proportion to the value of our parts in the foreign owned object. 10.4 Tools, moulds and devices which we paid for in part or in full are under our ownership or co-ownership and are made available to the supplier only by way of loan.
11. Protection rights and Quality Assurance
11.1 The supplier shall assure that the goods he supplies and the use of these does not contravene industrial protection rights or other rights of third parties and do not violate legal or administration authority regulations of any kind. Further, the contractor gives his assurance that in the wares he suppliers there is no CFC, PCB, asbestos or other substances categorized as especially dangerous. 11.2 The contractor undertakes to release us from all claims which a third party brings against us by reason of or in connection with the goods supplied or the use of these. For claims of this kind the statutory limitation period is 10 years. 11.3 The obligation of release on the part of the contractor also extends to all expenditure arising from or in connection with utilization by a third part. 11.4 In the delivery of machines and systems the contractor shall also supply free of charge a risk analysis in conformity with EN 1050 as set forth in the EU machine directive 98/37/EG insofar as these machines and systems are subject to this EU-machine directive. 11.5 The contractor undertakes to provide a so-called certificate of origin for the contractual objects, i.e. the contractor must provide us in good time with the necessary declarations on the origin of the contractual objects in terms of commercial and preferential law, and also notify us immediately and unsolicited, of any change in origin. If appropriate, the contractor shall provide evidence of his stated information in respect of origin of the contractual products by means of an information sheet confirmed by his customs office. Should the contractor not fulfil this obligation then he is liable for all and any damages arising. 11.6 The contractor undertakes to maintain a quality management system during the whole period of the contractual relationship in conformity with the requirements of the norm standard TS16949, DIN EN ISO 9000, QS9000 etc. and to monitor this at regular intervals by means of internal audit and in the event of any deviation, he shall immediately undertake the necessary measures such that the perfect quality of all consignments to us is guaranteed. We have the right to inspect the quality assurance system of the contractor at all times, with prior notification of our inspection. At our request the contractor shall allow us to view his certification and audit records and shall permit us access to all test records and documentation undertaken in respect of the goods supplied.
12. Applicable law, place of jurisdiction
12.1 For the legal relationship between our company and the supplier, insofar as not otherwise agreed, the currently valid regulations of the Federal Republic or Germany are exclusively in force with the exclusion of UN Law on the International Sale of Goods. 12.2 Place of jurisdiction is Augsburg. Bobingen, Januar 2012 Seal Concept GmbH Dichtungen und Hydraulik