General Terms and Conditions

of Micromat Spannhydraulik GmbH

1.1.    The following conditions are a part of the contract. Agreements on modifications, supplements or other collateral agreements are only valid if they are in writing or confirmed by us in writing.

1.2.    If these conditions or our contract confirmation, in which these conditions are referenced, are accepted without objection by sales persons, then this is valid as an agreement of these conditions in the contract.

1.3.    Deviating business conditions of the contract partners are only valid if we have agreed upon their inclusion in writing in the contract.

1.4.    If a provision of the following conditions or of the contract to be concluded should become or was invalid, or contain a loophole, then this shall not affect the legal effectiveness of the other provisions. In place of the ineffective regulation, an effective regulation applies as agreed, which  comes closest to the economically desired regulation by the parties; the same applies in case of a  loophole.

2. Order confirmation / Conclusion of contract

2.1.    Our quotes are non-binding and are only binding for us by our written order confirmation.

2.2.    Contractual declarations can be given by our employees with binding effect only if they are authorized for this general or in this particular case.

2.3.    The documents belonging to the quote, such as cost estimates, drafts, drawings and calculations, remain our property and are to be returned immediately upon our request. They may not be used, copied, nor made accessible to third parties without our agreement.

2.4.    We give application-technical consultation to the best of our knowledge based on our experience. All data and information on suitability and use of our goods are non-binding and do not free the customers from their own tests and trials. The customer is solely responsible for compliance with all laws and official regulations in the use of our goods .

3. Delivery

3.1.    Delivery is made within the agreed delivery deadline. A delivery, which is done within 14 days after the agreed delivery deadline, is considered on time, unless a definite deadline is known to be expressly made by us in writing.

3.2.    If there are delivery delays due to force majeure, strike, unforeseeable operating disruptions, supply restrictions for materials required for manufacturing, delay and loss of suppliers and other unavoidable events, then the delivery deadline is extended for the duration of their presence.

3.3.    If the customer takes over or requests the transport of the goods, then the adherence of the delivery deadline is done through our notice of readiness for shipping.

If the goods are not picked up from us within 5 workdays after receipt of the notice of readiness of shipping, then the customer must reimburse us for the resulting costs of the storage, for storage in our rooms in Renningen 2 at least 2 % of the total invoice for each month commenced of the storage period, without having to set a further deadline.

4. Place of fulfillment and transfer of risk

4.1.    Place of fulfillment for delivery and payment is Rutesheim.

4.2.    The risk of accidental loss or deterioration of the goods shall pass at delivery to the customer or to the carrier or 5 workdays after sending the notice of readiness for shipping to the customer. This also applies in cases in which we issue the transport order for the customer or carry out the transport ourselves.

4.3.    Insurance for the goods against damage during transport is done on the customer’s account.

5. Prices / Payment

5.1.    Prices apply from our factory in Rutesheim. Costs for packaging and shipping are not included in our prices.

5.2.    Otherwise, the agreed payment applies. On request of a part of the contract, negotiations on a price adjustment must be undergone for long-term obligations and for agreements, which contain the deadlines for delivery or performance of more than 4 months after concluding the contract, if
a) the prices for the total of required material from conclusion of the contract
b) or the wage and incidental wage costs increase or decrease by more than 5% due to changes in the law or tariffs,
c) or the value added tax experiences a change.

6. Terms of payment

6.1.    Our invoices must be paid within 10 days with 2 % discount from invoice date or after 30 days strictly net after invoice date. Invoices are considered accepted, if not objected to in writing within 7 days after the date of invoice.

6.2.    If a payment is not made within the named deadline and if the customer is in arrears subject to a grace period, then the invoice amount to be charged interest from the grace period deadline at an interest of 5 % over the respective discount rate of the federal bank.

6.3.    Payments by bills of exchange are only allowed with special agreement. Bills of exchange and checks are accepted by us on account of payment, however not as advance payment.
Costs resulting from the acceptance of checks and bills of exchange are borne by the customer.

6.4.    The offset with a counterclaim by the customer is not allowed, unless this counterclaim is due and undisputed or has been legally established.

6.5.    If the customer is in arrears in the payment of an invoice, then all of our still pending claims are immediately due without consideration of the agreed upon payment deadlines. Furthermore, we are entitled to only provide all of our deliveries still to be carried out against prepayment or deposit, until payment of all of our still pending claims.

6.6.    For payment of partial services the above conditions also apply.

7. Reservation of proprietary rights

7.1.    All deliveries are made under reservation of proprietary rights The proprietary rights only go to the customer when all the obligations, which arose from the business relation with us, are fulfilled. In case of open invoices the reservation of proprietary rights is considered collateral for our outstanding balance.

7.2.    If the objects delivered under the reservation of proprietary rights are handled and processed, we are the manufacturer, in compliance with the law (950 BGB), however without assuming any manufacturer liabilities. We will be the owner of the new objects resulting from the handling and processing. In case the delivered objects are combined with an item of the customer or a third party, we acquire in the customer’s place the proportional joint ownership of the new item and namely in the ratio of the price of the object delivered under reservation of proprietary rights to the value of the new item at the time of processing. Any claims which the customer has in the even of the proprietary rights transfer to a third party against such third party are hereby assigned to us in advance; we accept this assignment.

7.3.    The customer is authorized to sell the objects delivered under reservation of proprietary rights in a proper business transaction. Herewith, the customer now relinquishes his claims to us of authorized and unauthorized further sales; we accept this assignment. On request the customer must inform us of the debtor of the rendered claims and to show the debtors the assignment. The customer is authorized to recover the claims given to us as long as the customer performs his payment obligation to us properly or we do not revoke this authority.

If the value of the security exceeds the amount being secured by more than 20 %, then we are obliged to release the securing means. We make the selection at our own discretion.

7.4.    If in the case of the handling and processing of the delivered goods under reservation of proprietary rights or their combination with another item a new item is manufactured and the customer acquires a payment claim from the utilization of the new item, then with this the customer relinquishes that part of this payment claim to us, which corresponds to the invoice price of the goods delivered from us. We accept this assignment. Furthermore, the provisions included in Section 7.3. apply accordingly.

7.5.    Until there is proper utilization of the good delivered under reservation of proprietary rights, the customer must store them separately from other goods. Any pledging as collateral or assignment of these goods is not permissible. Seizure or any other interferences of our property by a third party must be declared to us immediately by the customer or prevented using suitable means.

7.6.    During the continuation of the reservation of proprietary rights the customer bears all additional required costs and efforts for the maintenance. The customer is liable to us for any deterioration of the goods. Claims, which the customer acquires against a third party due to damage or due to revocation of the delivered item, is assigned to us; we accept this assignment.

7.7.    We have the right to immediate return of the goods delivered under reservation of proprietary rights in case of suspension of payment by the customer or application for bankruptcy or settlement by the customer. The return of goods is not considered withdrawal. In this case we have the right to dispose of the goods at our discretion; the proceeds is to be credited to the outstanding debts of the customer.

8. Warranty

8.1.    Obvious deficiencies must be reported immediately after delivery of the goods or at acceptance of the service.
Non-obvious deficiencies must be reported within the statutory warranty period.

8.2.    In case of the justifiable notification of deficiencies, we have the right to either repair the deficient delivered objects within a period of 4 weeks or deliver to the customer a replacement piece with the return of the object subject to complaint.

8.3.    At our request the customer is obligated to send the goods for the purpose of repair. The goods must be packaged properly for this – if possible in the original packaging. The costs for the repair, if the deficiency is confirmed, are born by us, otherwise the customer must bear them.

8.4.    For supplied parts that were not handled or processed by us, in regards to the warranty for defects the customer must first proceed out-of-court against the suppliers of these parts from the warranty claims assigned to them from us.

9. Liability

9.1.    We assume unlimited liability for willful misconduct and gross negligence. In the case of breaches of contract involving qualitative defects due to ordinary culpability, breaches of duty under preliminary or subsidiary contract due to ordinary negligence, the our liability is excluded, unless important obligations are breached, whose fulfillment is essential to the proper execution of the contract, or which arise from the utilization of high level of trust.
The liability for assured properties remains unaffected. Also the liability is in accordance with statutory provisions.

9.2.    In the extent of the regulated scope in Section 9.1, we are only liable for the replacement of data when and as far as the customer has ensured that this data in machine-readable format from databases, which must satisfy requirements placed on a proper data processing, can be reproduced with reasonable effort.

10. Place of jurisdiction

Place of jurisdiction for all claims from the business relationship with registered traders, public bodies or public law special funds, including bill of exchange and check payments is the headquarters of our company.

11. Other

The customer understands that their data required for the order processing will be processes with the aid of automatic data processing systems. We ensure that the data will only be used for this purpose.

General Terms and Conditions of Business as a PDF document

Here are the General Terms and Conditions of Business of Micromat Spannhydraulik to download as a PDF document