General sales terms and conditions of Maintech Systems GmbH (dated 28.11.2019)
- Exclusive applicability of our general sales terms and conditions, supplementing the applicability of the law
Only the following general sales terms and conditions shall be contractually binding for our orders to the extent that no other arrangements have been agreed upon in writing. The general sales and delivery conditions and terms for delivery companies shall not be binding even if we have not explicitly rejected such. The legal provisions of the Federal Republic of Germany shall be supplement our general sales and delivery conditions and terms.
- Obligations of orders and agreements, legal VAT
Orders and agreements shall only be contractually binding when they have been issued, or confirmed, by us in writing. All prices listed in the order shall be understood as in addition to the respectively applicable legal VAT.
- Confirmation of order
The confirmation of the order must include the precise price, the delivery term and, as needed, all unspecified details in the order.
- Content of our order, doubt
We will describe the contractual services as precisely as possible using information about the quality, dimensions and similar issues. If the delivery company has doubts about the details of the contractual services, they will make contact with us immediately. Deviations from our specifications shall only be allowed to the extent that such have been approved by us in writing.
- Delivery deadlines and legal consequences for delayed deliveries
The agreed upon delivery deadlines shall be contractually binding with the exception of force majeure. The delivery time shall start from the time of the order. If the delivery company delays their services, we shall be authorised to demand subsequent delivery and compensation for damages because the delay of delivery and according to the legal provisions or compensation for damages instead of payment at our option and withdraw from the contract. They must notify us immediately about delays in delivery for the delivery company.
- Defects and guarantee
he legal provision shall apply for claims of defects. The guarantee period shall be restarted for replacement parts upon delivery of replacement parts or correction of defects. We shall not renounce claims of defects through the acceptance or acceptance of the presentation of drawings. In any case, our obligation of examination shall start when the object of delivery has arrived at our plant and a proper notification of shipment has been presented.
- Third party protected rights
The delivery company shall bear the responsibility for not infringing against the protected rights of third parties (such as patents, patent applications, utility models, patent designs and copyright) as well as the business and operational secrets of third parties through the use of the contractual services.
- Requirements on the delivery object
The delivery object must correspond to the state of the art as well as the legal, professional and other authoritative safety and accident prevention, environmental protection and occupational medical guidelines and rules, even if a specialised machine is involved.
- Performance of the order corresponding to German industrial standards
Orders for materials and parts or components of machines and systems must be performed in accordance with the German Industrial Standards (Deutschen Industrie-Normen, hereafter DIN).
- Shipment and invoicing, payment
The timely fulfilment of the contract by us, in particular the payment instructions assume that the despatch notes and invoice copies will be received immediately. For delivery that is not free of our receiving plant or free destination, shipments must be sent in the least expensive manner possible to the extent not otherwise arranged. We may not be invoiced for premiums for transportation and breakage insurance, if such has not been explicitly agreed upon. Be aware that the order number must be provided on all mail, despatch notes and invoices. A despatch note by quantity and weight must be provided immediately about all shipments. Payments will be made under retention of the acknowledgement of the contractual services. If not otherwise agreed upon, payment will be made within 14 days, invoiced from the date of delivery and receipt of the invoice with Net30 terms, calculated from the date of delivery and receipt of the invoice with a 2% discount or Net60 from the date of receipt of the invoice.
- Non-disclosure agreement
The delivery company must treat all of the experience, knowledge and materials of our company, which they receive in connection with the order, as strictly confidential with regard to third parties. Drawings may not be duplicated or otherwise utilised without our approval. The manufacture of objects based on our drawings outside of an issued order is not allowed, especially not for the delivery company’s internal purposes.
If the delivery company receives drawings or special technical instructions for the manufacture of objects from us, these objects, including all parts and materials associated with them shall be kept safe by the delivery company upon the beginning of manufacturing (or the installation of the parts) as our property until the delivery company transfers the objects. Third parties may not be provided access to such objects without our written approval, nor may such objects be disposed of.
- Compliance with guidelines upon the start of our operational activities
If the delivery company’s contractors will be active at our operation for the performance of the order, the delivery company must ensure the compliance of such people with the legal, professional and operational guidelines for the prevention of accidents (especially those of the chemical industry) and the acknowledged rules for safety and occupational medicine as well as our general and special operational arrangements (regarding those against smoking and alcohol, in particular). Our construction site and assembly ordinance will be an additional component of these general sales terms and conditions for construction and assembly orders.
- Limitation of liability for storage
If we accept third-party property that will be located at our operation in connection with the performance of orders for storage, we will only be liable for intent and culpable negligence for losses and damages.
- Prohibition against marketing information
Any mention of our company’s name for marketing purposes in business correspondence, customer lists, ads and other publications shall only be allowable with our prior written approval.
- Prohibition against conveyance
Rights and obligations arising from the order and its performance shall only become transferrable with our written understanding, to the extent that supplies are not normally delivered by sub-suppliers.
- Phrasing of commercial contractual clause according to INCOTERMs
Customary abbreviations like DDP, DDU, FOB, CIF and others shall apply according to the INCOTERMs standard of the International Chamber of Commerce as published at the time of conclusion of the contract.
- Data processing
Upon acceptance of the order, the delivery company shall issue their agreement for the processing of personal data in the context of the business relationship used by the computer centre for our corporate division for both domestic and foreign usage.
The coordinator appointed in the order shall be responsible for the performance of orders at our plant in accordance with the Employers’ Liability Association regulations (German berufsgenossenschaftlichen Vorschriften, hereafter BGV) A 1, §6, Paragraph 1. The representative should be asked about their prevention.
- Location of fulfilment and payment and court of jurisdiction
The location specified by us shall be the location of fulfilment for the contractual services. The location of payment and exclusive court of jurisdiction shall be Obernburg, Germany.
Be aware that the order number must be provided on all mail, despatch notes and invoices. A despatch note by quantity and weight must be provided immediately about all shipments.
INVOICE EACH DELIVERY UPON SHIPMENT.
We will have to return any incomplete invoices. The due date for payment shall be the date of receipt of properly completed invoices. The conditions listed in the catalogue of services shall also be authoritative for construction orders.