General terms and conditions of business
§1. Quotations and terms of delivery
All quotations, conclusions and deliveries are subject to our General business Terms and Conditions exclusively. By placing of orders these conditions shall be deemed to have been accepted, even if the buyer rejects the approval of other conditions in his own conditions. Lack of an objection or statement related to the conditions of the buyer does not mean in any way acceptance or consent. Our confirmations of the order acceptance on order copies of the buyer do not exclude the exclusive contractual basis of our general terms and condition and merely serve to meet the EDP demands of the buyer. The acceptation of one, several or all terms of the buyer requires an individual agreement which has to be regulated in written form.
§2. Validity of quotation
Our quotations shall be valid, unless other periods of time are set, for a period of 30 days, beginning with the date of the quotation,
§3. Legal validity of orders and agreements
Orders shall only be binding upon our written confirmations, whose contents in conjunction with our general terms and conditions shall be determinative solely for the contractual relationship. Oral and telephonic agreements and individual arrangements with our administrative personnel or sales representatives shall only be binding upon our written confirmation. The same shall apply to collateral agreements, changes and amendments to those, which only become binding upon our written confirmation
§4. Prices
Unless otherwise agreed, our prices are ex works (EXW 35325 Mücke-Merlau, Germany), excluding packaging, shipping, and applicable VAT.
We reserve the right to adjust prices if, between conclusion of contract and delivery, production costs increase significantly (e.g. wages, raw materials, energy).
§5. Terms of delivery
Delivery dates are approximate and depend on current production and supply conditions. Force majeure, strikes, shortages of raw materials, or other unforeseen events release us from the delivery obligation for the duration of the disruption or entitle us to withdraw from the contract. In case of delay attributable to us, liability is limited to foreseeable damages unless caused by intent or gross negligence.
§6. Warranty
We shall, at our discretion, repair or replace defective goods for which we are responsible. Claims for damages are excluded unless caused by intent or gross negligence.
The buyer must inspect the goods immediately upon receipt and notify us of defects in writing without delay. Obvious defects must be reported within 3 working days, hidden defects within the statutory warranty period.
§7. Tools
Contributions made by the buyer for the specially agreed delivery of moulds, tools and technical equipments shall not cancel our exclusive right of ownership.
§8. Drawings and patents
For special constructions of parts according to drawings presented by the buyer, the enquirer or orderer shall bear the patent-related risk. The enquirer or orderer shall exempt us from any eventual claims protected by patents.
§9. Samples and prototypes
If the buyer orders parts by sample, he shall be submitted outturn samples for written approval. Complaints after the approval of the samples shall not be allowed, provided the delivered parts are in conformity with the samples.
§10. Call orders
If the buyer does not ask for orders or residual parts of these orders to be delivered within 3 months, we are intitled to insist, after setting an additional respite of a maximum of 4 weeks for the immediate delivery, to withdraw from the contract or to claim for indemnification.
§11. Cancellation of orders
Cancellations or modifications of orders made after approval of the contract shall require our written consent. Parts that have already been manufactured as well as tools specifically made for the execution of an order shall be invoiced.
§12. Retention of Title
Goods remain our property until full payment of all claims from the business relationship. If goods are processed or combined with other items, we acquire ownership or co-ownership of the new product proportionate to the value of the delivered goods. The buyer may resell goods in the ordinary course of business, provided that receivables from such resale are assigned to us.
§13. Terms of payment
Our invoices are payable within the agreed periods and without deduction. Cash discounts require our written consent. In the event of late payment, all outstanding claims become immediately due. Statutory default interest applies. The buyer may only offset with undisputed or legally established claims.
§14. Place of performance / place of jurisdiction
Place of performance for deliveries and payments is Mücke-Merlau, Germany. The contractual relationship is subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The competent place of jurisdiction shall be determined by applicable statutory rules, unless otherwise agreed in writing.
§15. Miscellaneous
Should one of the aforementioned provisions be cancelled by written agreement, should it be, or become invalid for other reasons, the validity of any other provision shall not be affected thereby. The invalid provision shall be replaced by a valid provision, which comes closest to the intended purpose and meaning of the contract.
MK METALFREE Corp. (120 Wall Street, 20th Floor, New York, NY 10005, United States) and
MK METALFREE IRELAND Ltd. (Fitzwilliam Street Upper, Dublin 2, Ireland)
Owner:
Michael Keil
