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| General Terms and Conditions of Business |
1. Scope
These Terms & Conditions of Business shall apply to all contracts, unless they are amended or excluded by our express written permission.
2. Offer and conclusion of contract
An order shall only be deemed accepted when it is confirmed by ourselves in writing. Until that time the offer shall not be binding. Orders, supplementary instructions, amendments etc. given by telephone or telegraph, or verbally, shall not be valid unless they are confirmed in writing by ourselves. The documents contained in our printed material, such as specifications of weights and measures, illustrations and descriptions, shall only be approximate, nor shall there be any obligation to report amendments thereto. Weights, measures, illustrations, designations and drawings shall only be binding in execution if they have been explicitly confirmed in writing. We hereby reserve our objective and intellectual property rights to all illustrations, drawings, sketches and other documents. These must not be duplicated or made accessible to others without our permission and must be returned on demand. The Customer must ensure that the production drawings he provides do not infringe the copyrights of Third Parties. We shall have no duty vis-à-vis the Customer to check whether any copyrights of Third Parties are infringed by the issue of offers based on production drawings which he has sent. Should liability nevertheless transpire on our part, the Customer must indemnify us for any claims of regression. Designs will only be supplied for payment.
3. Prices
Prices will be in EURO, either ex works or ex salesroom, as we deem fit. Packaging, freighting, postal chares and insurance are not included in our prices. The same shall apply to part deliveries and express deliveries. Packaging and dispatch will be arranged as we think best, a charge being made for our costs actually incurred, but without obligation on or part. Packaging cannot be taken back. Non-list goods will be subject to a supplement dependent on the special manufacture concerned, and this must be agreed prior to issue of order. Should agreement not be reached, or should it not be possible to set a precise price, a supplement shall be calculated for this based on the actual costs incurred. Our prices are governed by current business conditions and currency arrangements. Should significant amendments in cost accounting prove necessary due to charges for raw and auxiliary materials, to increases in wages or freight charges, or due to amendments thereto, we shall be entitled to adjust said prices. Should a price be raised, the increased price shall be deemed agreed by way of a firm obligation on the part of the Customer.
4. Terms and conditions of payment
Unless agreed otherwise in the written confirmation, payment must be made no later than 30 days following date of invoice, either in cash or by bank transfer, strictly net and excluding any offset or retention. This shall also apply to part deliveries. The commencement of the period of grace for payment shall be governed by the date of invoice. In the case of items specially constructed and manufactured for an order, payment must be in cash, strictly net, all charges paid, one-third payment being made on order, one-third on delivery, and the remainder 30 days following invoice. All receivables due from the Customer shall be payable immediately should he fall into arrears of payment or should he infringe any contractual agreements, including these provisions. This shall also apply to suspension of payments or initiation of a creditors' composition or of bankruptcy proceedings on the part of the Customer. We shall be entitled to require security against our receivables at any time. We shall have no obligation to accept cheques or bills of exchange. Should we accept them, the debt concerned shall be repaid only when they are cashed. The Customer must pay the discount fee, the charges and all costs, whether in or out of court, associated with collection of cheques or bills of exchange. Should payments be deferred or be made later than agreed, we shall be entitled to charge interest amounting to 6% above the discount rate of the Deutsche Bundesbank, without any particular arrears procedure, while reserving the right to claim further damages. Deliveries to firms unknown to us will be made only in return for prior payment or cash on delivery as a consignment with declared value. Specially produced items will only be supplied to such firms in return for a payment on account, such payment on account being subtracted from the residual payment.
5. Delivery
All delivery times will be set after careful consultation and agreement. However, they shall not be legally binding. If delivery times are to be met, the Customer must fulfil his contractual duty. Delivery time shall have been met if, prior to its expiry, the item for delivery has left the works, or we have declared ourselves ready and willing to dispatch it. Delivery time shall be extended appropriately should unforeseen circumstances transpire which are beyond our control (e.g. disruption of business, lockouts, delays to supply of raw materials etc.). We shall inform the Customer of the beginning and end of such disturbances as far as we are able. The Customer cannot reject part deliveries. We shall be entitled to make part deliveries at the Customer's expense. Should we discover after conclusion of contract that the Customer is in financial difficulties, we may require security for counter-performance or declare that we shall not undertake performance. In the latter case, the Customer must pay all expenses incurred to date and pay damages for non-execution of delivery. Should we fall into arrears through gross negligence, the Customer may claim damages in compensation amounting to a maximum of 0.5 percent of the price of the delayed delivery for each full week of arrears. All other claims for damages are hereby excluded.
6. Transfer of risk
Once material has been handed over to an agent outside our business or freight carrier, or as soon as it has been dispatched from our works, risk shall be transferred to the Customer, even if carriage-paid delivery has been agreed. We shall only replace goods lost or damaged in transit on the basis of a new order, whereby we shall charge our prices as valid from time to time.
Any discrepancies in the dispatch note or invoice must be reported in writing immediately after reception of goods. We shall only take out transport insurance if the Customer so instructs us, and at his expense. Should dispatch be delayed through fault of the Customer, risk shall be transferred to the Customer from the day when we were ready and willing to make dispatch. In such cases we shall be entitled to effect insurance against all likely risks at the Customer's expense.
7. Liability for defects
Defective deliveries shall be replaced free of charge within the statutory period of limitation. We give a guarantee for a period of one year, beginning on the day of delivery, given proper operation. The Customer must give us an opportunity to confirm that complaints are justified, by inspecting the items concerned. We shall accept no liability for parts which have suffered premature obsolescence because of the nature of their materials or because of the way they have been used; nor damage due to natural wear and tear, inappropriate or careless handling, excessive stress and strain, unsuitable operating resources, chemical or electrical effects, meteorological or other natural influences. In the case of products sent in for finishing, refurbishment or alteration - even those of our own manufacture - we accept no liability for their behaviour under hardening or processing. Should the material become damaged under processing, we shall be paid a corresponding part of the agreed price. In the case of specially produced goods, we shall be liable for culpable defective construction or imperfect execution and for defective materials only if we have provided them and only insofar as we ought to have identified the defect when applying professional care. In the case of manufacture in accordance with a Customer's drawing, we shall be liable only for execution in accordance with drawing. Should we be commissioned with the solution of structural tasks, liability for defects can only be claimed if the Customer can prove that the product culpably fails to correspond to the current state of technology. The Customer can only require, on grounds of liability for defect, that unusable parts be repaired, or that a new delivery be made thereof, as we think fit. In all the aforesaid cases, any other claims by the Customer, of whatever kind, particularly by way of rescission, diminution or compensation, including payment of consequential damages, is hereby excluded. However, the Customer may require rescission or diminution, as he thinks fit, if a replacement delivery or repair is impossible or defective, has been culpably delayed by ourselves, or unjustly refused. The Customer shall pay all costs arising from unjustified complaints. Liability for defect shall cease if the Customer or a Third Party have undertaken repairs without our permission.
8. Proviso of ownership
The item under delivery shall remain our property until all receivables, including future receivables, arising from business relations with the Customer have been paid. This shall apply even if individual receivables, or all receivables, are included in a current account and the balance is struck and recognised. Assertion of such proviso of ownership shall not signify withdrawal from contract. If an item of our goods is combined by the Customer with other products to create a uniform article, it is hereby agreed that the Customer transfer to us joint proportional ownership thereof as set out in Section 947, Paragraph 1 of the Civil Code and jointly maintain the article for us. The Customer shall be entitled to resell the article in the course of normal business. However, he must assert our proviso of ownership vis-à-vis the buyer. He cedes to us here and now all claims which may accrue to him from the buyer from such resale. The Customer shall remain entitled to collect these receivables even after cession. Our right to collect such receivables ourselves shall not be affected thereby; however, we hereby agree not to collect such receivables as long as the Customer fulfils his duties of payment in a due and proper way. All proceeds due to the seller from such cession must be transferred to us immediately after receipt in each case. We may require the Customer, if necessary, to name to us the debtors owing such ceded receivables and to inform said debtors of this cession. Should the article delivered be resold together with other goods not belonging to us, the Customer's receivable due from the buyer shall be deemed to be ceded to the amount of the delivery price agreed between ourselves and the Customer. The Customer must inform us immediately of any attachments by Third Parties upon goods supplied under proviso of ownership or upon ceded receivables. This right of ownership shall also apply vis-à-vis the carrier to whom the goods are entrusted by application of the Customer or at our instance. This proviso of ownership shall be limited inasmuch as ownership of goods supplied shall be immediately transferred to the buyer, and the buyer be entitled to all ceded receivables, as soon as he has paid the receivables for which he is liable to ourselves. Should the value of the securities accruing to the seller exceed total receivables due from the buyer by more than 30 percent, the seller shall have a duty, should the buyer so require, insofar to release such securities as he sees fit. The Buyer's right to ownership of goods under proviso shall cease should he fail to fulfil his duties under this or any other contract. The seller shall then be entitled to take possession of such goods under proviso himself and, irrespective of the buyer's duties of payment, or other duties, towards the seller, to realise their value as best he can by a sale at market rates or by way of auction. The proceeds of such realisation will be offset against the buyer's liabilities, following deduction of costs. Any surplus shall be paid to him.
9. Place of fulfilment and jurisdiction
The works shall be the place of fulfilment for all obligations due by both Parties under this contract. The place of fulfilment for payment shall be Munich. Munich shall be the sole place of jurisdiction for all legal disputes, including any disputes involving procedures for bills of exchange or cheques. However, we may also sue the Customer before the courts of his general place of jurisdiction. Only German law shall apply between the contracting parties. Should one or more of these contractual conditions be ineffective or invalid, the validity of the others shall not be affected thereby.
10. Customer's conditions of purchase
Should the Customer's conditions of purchase conflict with these Terms and Conditions, they shall not be binding on us, even if the Customer has made them basic conditions and we have not explicitly protested.
PTM PRODUKTION
Boschstraße 4
D-82178 Puchheim
Telephone: 0049-(0)89-8002151
Fax: 0049-(0)89-8002952
e-mail: ptm@ptm-produktion.de
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Customer group:Guest
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Pneumatic Actuators DA
