General Terms of Sale and Delivery of Werkzeugbau Ruhla GmbH dated 11.04.2017
§1 Scope of Application
- Services and deliveries of RUHLA are performed solely on the basis of these General Terms of Sale and Delivery. RUHLA does not recognize conflicting, deviating or additional condi-tions of the customer, unless RUHLA has approved their validity in writing. These General Terms of Sale and Delivery apply also if RUHLA carries out the delivery/renders services to the customer taking into account contrary additional conditions of the customer deviating from these General Terms of Sale and Delivery.
- If the business relationship between RUHLA and the customer is based on a frame agree-ment, only these General Terms of Sale and Delivery apply for single orders that are made on the basis of a frame agreement. This applies, even if the customer refers to its General Terms of Sale and Delivery for single orders.
§2 Commercial Offer and Conclusion of the Agreement
- Commercial offers of RUHLA are always without engagement and do not oblige RUHLA. The agreement is concluded by RUHLA only through placing the order by the customer and subsequent confirmation of the order by RUHLA. RUHLA has the right to accept an offer of contract contained in the order placement within two weeks upon receipt by RUHLA. Ac-ceptance in the form of order confirmation will be declared in writing or by fax.
- The commercial offer is based on the relevant provisions and statutory regulations known by RUHLA at the time of transfer.
§3 Prices, Payment Terms
- The prices of order confirmation are principal, which include the net cost and, if the ship-ment is stipulated, packing and transportation expenses, taking into account the applicable legal turnover tax. If after the order confirmation the changes are made to the order, the price will be revised. The costs incurred up to this moment shall be reimbursed by RUHLA.
- Each delivery or service is payable. Cash discount is not provided.
- The invoice cost shall be paid in full within 5 banking days to the bank account specified in the invoice. The payment was made when due, if it was charged to the bank account specified in the invoice during the above period.
- In case of failure to meet the payment time limit, RUHLA has the right to charge a penalty for late payment of 8% above the base interest rate. Claiming for compensation of further damage is preserved.
- Only the customer has the right for delay in payment or compensation for counterclaims if its counterclaims are found to be conclusive or valid. He may not transfer its claims to third parties.
§4 Manufacturing and Design Documentation, Subject of Delivery
- RUHLA receives from the customer a product drawing, in some cases, 3D product data, indication of the raw material to be processed, shrinking factor related to the product, ma-chine parameter sheets and any other documents. Hereon the contractor creates a design (for example, assembly drawing) and presents it to the customer for examination.
- The customer shall examine the design and notify RUHLA of any objections in writing within a week as from receipt of the design. If objections are not reported in writing with-in one week, the design is considered to be approved by default. Then RUHLA will sepa-rately inform the customer in case of sending the design.
- If the customer presents the design to RUHLA, RUHLA will immediately examine it appro-priately to see if it is suitable for manufacturing of molds. RUHLA will notify the customer of any comments in writing. If the comments of RUHLA lead to an obvious improvement of the mold, RUHLA may require the appropriate compensation for this. § 4, paragraph 2 applies accordingly.
- The customer acquires ownership rights to the design prepared by the contractor free from the rights of third parties from the date of manufacture.
- The design and auxiliary components required for manufacture of the mold, such as mod-els, templates, electrodes, etc., shall be stored with care required for handling, and shall be issued to the customer after the order execution. Their payment is included in the mold price.
- RUHLA delivers the subject matter on the basis of the design approved by the customer in accordance with clause 2. Another property of the subject matter is considered to be agreed only if it was unconditionally confirmed by RUHLA in writing.
- The documentation, which is provided to the customer in connection with the delivery of the subject matter, serves exclusively for information purposes. The images and/or descrip-tions contained in this documentation do not present a quality indication or a quality guar-antee. The indications or guarantees of quality beyond the scope of the design shall be presented in and of itself in a clearly expressed way and require a written confirmation of RUHLA.
§5 Delivery and Provision of Services
- The delivery obligation of RUHLA is fulfilled under conditions of timely and appropriate independent delivery by its suppliers. This condition is valid only if RUHLA has concluded a similar legal transaction with the supplier and shall not be liable for failure to deliver. In the event of default of an independent delivery, RUHLA is entitled to withdraw from the agreement unilaterally. RUHLA will immediately notify the customer of unavailability of services and immediately reimburse the mutual fulfillment of obligations in case of refusal, as they have been already paid for.
- The date and terms of delivery shall be agreed in writing, the delivery term starts not earli-er than immediately upon approval of the design, but not later than the customer will pro-vide RUHLA with all documents required for the order execution.
- If after approval of the design and the amended agreement, the previous delivery date is not realized; RUHLA and the customer agree on a new delivery date corresponding to the amendment.
- The delivery term is considered to be kept if the delivered subject matter leaves the RUHLA plant before the expiry of the delivery term, or if RUHLA has notified the customer of ready for shipment. This does not apply if the delivery at the expense of RUHLA has been provided in the agreement. If RUHLA has undertaken to provide samples, the deliv-ery term is kept if RUHLA has provided outturn samples from the available molds or deliv-ered samples and molds. If the customer has undertaken to provide samples, then the de-livery term is kept with the delivery of the outturn mold.
- If RUHLA may not previously keep the agreed delivery term, it shall immediately notify the customer of it, specifying the reasons.
- If the shipment of the subject matter to be paid or ready for shipment is fully or partially delayed at the wish or at the request of the customer, the following provisions shall apply: starting one week after notification of the customer of ready for shipment, the expenses incurred because of delay, in particular, storage expenses, not less than 0.2% of the invoice cost of the transported goods for each month, and not more than 5% of the invoice cost of the subject matter ready for shipment at the time of delay shall be calculated for RUHLA. The customer reserves the right to confirm minor damage.
- If the documentation is not included in the delivery package or is delivered untimely, the rest of the delivery is still considered to be delivered timely and in full. The customer’s re-quirements for additional delivery of the documentation continue to apply.
- The delivery terms shall be specified in the agreement and do not include unloading. Par-tial deliveries are allowed. RUHLA undertakes to manufacture and deliver the molds or-dered from it in accordance with the stipulated specification and technology level.
- The mold, which is the subject matter, is considered to be accepted when samples were manufactured under series conditions that did not lead to claims of any kind. If while placing the order, it was not agreed who provides samples, the customer is responsible for this.
- If samples are provided by the customer, the customer shall provide samples within four weeks upon receipt of the mold and inform RUHLA about the result in writing in the form of a test report of the original sample, which indicates possible defects. RUHLA immedi-ately corrects the defects of the mold that appeared when the sample was provided. If the customer undertakes to provide samples and does not provide RUHLA with a test report of the original sample within four weeks upon delivery, the mold is considered to be accept-ed. RUHLA pays special attention of the customer thereto when sending the mold.
- If RUHLA undertakes to provide samples, the customer shall provide production parame-ters. Unless otherwise agreed, RUHLA is obliged to inform the customer of the results of sample provision in its sole discretion in the form of a test report of the original sample or through sending of sample parts. If the customer does not raise objections within two weeks upon receipt of the test report of the original sample or sample parts, the mold is considered to be accepted. RUHLA pays special attention of the customer thereto when sending the test report of the original sample or sample parts.
§7 Reservation of Right of Ownership
- Regarding all deliveries to the customer, RUHLA reserves the right of ownership to the product delivered until all the requirements under the relevant delivery agreement are paid in full. RUHLA has the right to take the subject matter delivered if the customer breaches the agreement.
- The customer is obliged, until the right of ownership has been transferred to it, to handle with the subject matter delivered to it with care. In particular, it is obliged to indemnify it against theft, fire and damage from water at the replacement cost at its own expense. If it is necessary to carry out maintenance and supervision and control works, the customer is obliged to conduct them timely at its own expense.
- Before transfer of the right of ownership, the customer is obliged to inform RUHLA in writing immediately if (i) the delivered subject matter is arrested or is subject to other of-fences of third parties, (ii) the owner of the delivered subject matter or (iii) its location is changed.
- The customer bears all costs that shall be expended for cancellation of the third parties’ access to the property with restrictions in the right to use and pledged assets of RUHLA and for recovery of the subject matter if they may not be written off by third parties.
- In case of delay in payment or other willful violation of the fundamental contractual obli-gations of the customer, RUHLA has the right to demand the issue of items belonging to its property with restrictions in the right to use and pledged property. If RUHLA exercises this right, then unilateral non-performance of the agreement takes place only if RUHLA has de-clared this expressly.
§8 Place of Performance, Liability for Risk
- Unless otherwise specified, the place of business is a place of performing obligations for all services of RUHLA. RUHLA will send the subject matter only upon special request of the customer. In these cases, RUHLA has the right, in accordance with a separate agreement between the parties, to appoint a freight forwarder, a shipper or a person appointed for performance of shipment and to determine the type of freight (freight carried by air or freight carried at night, etc.).
- RUHLA is responsible for risk before accepting the subject matter. If RUHLA sends the sub-ject matter at the request of the customer to the location other than the place of perform-ing obligations, the responsibility for risk will be transferred to the customer as soon as the RUHLA delivers the subject matter to the freight forwarder, shipper, person or establish-ment appointed for performance of the shipment.
- If the shipment is delayed at the wish of the customer, the risk is transferred to it with a notice of ready for shipment.
- RUHLA always has the right to partial delivery and partial fulfillment of obligations. The customer is also obliged to accept partial deliveries and partial performance of obligations. If minor defects are found in the subject matter ready for shipment, nevertheless, the cus-tomer is obliged to accept it anyway if he can correct minor defects on site.
- If the customer exceeds the time limit of acceptance, RUHLA has the right to demand compensation for the damage caused. In these cases, the risk of accidental loss or acci-dental deterioration with the notification of ready for shipment goes over to the customer.
- Transport insurance and other types of insurance are performed only at the explicit request of the customer and at its expense.
- In the event of a defect in the subject matter, RUHLA is obliged to eliminate the defect in the form of remedial work or supply of spare parts.
- If the defect cannot be eliminated, the customer may at its own option demand only a reduction of the remuneration (decrease) or termination of the agreement (unilateral non-performance of the agreement). In the case of a minor contradiction to the agreement, in particular, in presence of minor defects, the customer does not have the right to unilateral non-performance of the agreement.
- The customer shall inform the contractor about obvious defects within two weeks upon receipt of the goods, otherwise the exercise of rights is excluded due to an obvious defect. For keeping the time limits, it will be enough to send the complaint timely.
- The customer holds the affirmative for all prerequisites of the claim, in particular, with respect to the defect itself at the time of the defect detection and timeliness of the defec-tive report.
- The above-mentioned rights of the customer in connection with defects become void within one year upon acceptance of the subject matter.
§10 Liability Limitations
- RUHLA is liable for damage as a result of infliction of life harm, bodily harm or personal injury, except in cases where this has happened not because of the willful or reckless acts of RUHLA.
- RUHLA is liable for material and property damage on pre-contractual, contractual or legal grounds, unless RUHLA has acted voluntarily or recklessly. In addition, RUHLA is also lia-ble for single negligent violations of fundamental contractual obligations, i.e. contractual obligations, violation of which puts the achievement of the purpose of the agreement in jeopardy. However, in case of single negligent violations of the fundamental contractual obligations, the liability is limited to damage that is typical for contracts of this kind and foreseeable in the conclusion of the agreement.
- Furthermore, the liability of RUHLA is excluded.
- The above liability limitations apply to the liability of legal representatives, as well as au-thorized persons and subcontractors of RUHLA in accordance with the application.
- The liability remains in force on the basis of mandatory legal norms of the Law on Liabil-ity of the Manufacturer for the Quality of output products, Law on Financial Liability or similar norms providing for liability for harm caused by a source of increased danger.
- RUHLA shall not be liable for (i) maintenance-free or improperly maintainable molds, (ii) changes to the molds that are the subject matter, not agreed with RUHLA, (iii) defects that arise in connection with consumable items that do not meet the original specification.
§11 Force Majeure
- If one of the parties because of force majeure circumstances (such as war or military con-ditions, internal disturbances, strikes, sabotage, natural disasters, etc.), officially estab-lished measures that it was not able to prevent or because of technically or economically unjustified expenses, it finds it difficult to fulfill its delivery and/or acceptance obligations under this agreement fully or partially, then the performance of these obligations is sus-pended until the problems and their consequences are eliminated. In such cases, the in-jured party shall notify the other party immediately and make provision for restoration of conditions for execution of this agreement by means of technically and economically justi-fied means.
- In the above-mentioned cases of force majeure, both parties are excused from performance of their contractual obligations for the period of suspension. Furthermore, in these cases, the parties may not claim the rights to compensation for damage in connection with sus-pension/limitation of performance of obligations.
§12 Final Provisions
- The law of the Federal Republic of Germany applies with the exception of the Conflict of Laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- If the customer is an entrepreneur, a legal entity of public law or a legal entity with a sta-tus of public property, the location of RUHLA is the exclusive jurisdiction for all disputes arising from this agreement. The same applies if the customer does not have a general ju-risdiction in Germany, or the location or habitual residence at the time of commencement of action are unknown.
- If certain provisions of the agreement, including these General Bargaining Terms, are or become fully or partially invalid, the legal force of the rest of provisions remains unaffect-ed. The fully or partially invalid provision shall be replaced by a provision, the economic advantage of which is most similar to the invalid provision.