GTR international GmbH : Terms and Conditions
Our deliveries – including services, suggestions, consultations and ancillary services – are only made on the basis of the following conditions. Any other conditions are hereby rejected; they will not be recognized if we do not object to them again once they have reached us.
Please note: the Terms and Conditions were originally written in the German language; the English version is a translation for information purposes only. In case of legal dispute, only the official German version of this document is legally valid and binding.
1 . Contract conclusion, scope of delivery
a) Our offers are non-binding. Delivery contracts, other agreements and ancillary agreements, particularly insofar as they deviate from these delivery and payment conditions, are only concluded upon our written confirmation.
b) The scope of delivery depends on our written confirmation. A reference to DIN regulations is a description of service and not an assurance of properties.
a) Our prices are ex works plus packaging and VAT.
b) If, after the contract has been concluded, the order-related costs change significantly, the contracting parties will agree on an adjustment.
3. Delivery time
a) Delivery periods begin with our order confirmation, but not before all details of the execution have been clarified and all other requirements to be met by the purchaser are completed; the same applies to delivery dates. Deliveries before the end of the delivery period and partial deliveries are allowed. The date of delivery is the date of notification of readiness for dispatch, otherwise the day of despatch.
b) Agreed delivery periods and dates shall be extended or postponed, nonwithstanding our rights arising from the default of the customer, by the period by which the customer is in arrears with regard to his obligations. If we default on delivery, the purchaser can set a reasonable period of grace, and following this period withdraw from the contract, insofar as a fulfillment is of no interest to him
4. Delivery contracts without specific delivery dates („on call“)
If call-up delivery contracts are not called up or scheduled on time, we are entitled after an unsuccessful grace period to plan the distribution ourselves, and deliver the goods or to withdraw from the part of the delivery contract which is still outstanding.
5. Force majeure and other impediments
a) Events of force majeure entitle us to postpone the delivery for the duration of the hindrance and a reasonable start-up time, or to withdraw from the contract in whole or in part because of the part of the contract which is not yet fulfilled. Force majeure means strike, lockout or unforeseen circumstances, such as production disruption, rejects and rework, which make timely delivery impossible despite reasonable efforts: we must prove that. This also applies if the aforementioned hindrances occur during a delay or at a subsupplier.
b) The customer can ask us to clarify within 2 weeks, whether we want to withdraw or deliver within a reasonable grace period. If we do not declare ourselves, the customer can withdraw from the unfulfilled part of the contract
6. Test procedure, acceptance
a) If the customer requests that necessary tests be carried out by us, he must inform us. The type and extent of the tests is to be agreed upon by the conclusion of the contract.
b) If an acceptance procedure is requested, the scope and conditions are to be determined by the conclusion of the contract. The acceptance has to be made at the expense of the customer immediately after the readiness for acceptance has been announced by the supplier. When the goods are not accepted, not in time or not completely, we are entitled to ship the goods or to store them at the expense and risk of the customer; Thus, the goods are considered accepted.
7. Dimensions, weights, quantities
a) Dimensional, weight and quantity deviations within the scope of customary tolerances, relevant DIN regulations and casting requirements are permitted.
b) The delivery weights and quantities determined by us are decisive for the calculation.
8. Packaging and loading means
If required at our discretion, we pack the goods at the expense of the purchaser in conformity with normal commercial practice. At our request, packaging material and loading equipment must be returned carriage paid immediately: Credit is made in accordance with the reuse value.
9. Shipping and transfer of risk
a) Goods declared ready for shipment shall be accepted without delay, otherwise we are entitled to ship them at our own choice or to store them at the expense and risk of the customer; We are also entitled to the latter if the delivery accepted by us can not be carried out without our fault. One week after the beginning of storage, the goods are considered delivered.
b) In the absence of special instructions, the choice of means of transport and the route of transport shall be at our discretion.
c) With the handover to the railway, the forwarding agent or the carrier, or one week after the beginning of the storage, but at the latest when leaving the factory or warehouse, the risk is transferred to the purchaser, even if we have taken over the delivery.
10. Terms of payment
a) Our invoices are payable without deduction by the 15th of the month following delivery or partial delivery ex works.
b) The purchaser is only authorized to withhold or offset payments for any counterclaims, including warranty claims, to the extent that there are undisputed or legally enforceable payment claims.
c) We accept discountable and duly taxed bill of exchange payments, if this has been expressly agreed. Credits for bills of exchange and checks are subject to receipt less any out-of-pocket expenses on the day which we are able to access the exchange value.
d) If the target is exceeded, interest shall be charged in the amount of the credit costs charged by the banks, but at least interest of 3% above the respective discount rate of the German Bundesbank.
e) If the terms of payment are not adhered to or if facts become known which give rise to reasonable doubts about the creditworthiness of the customer, all our claims, including those for which we accepted bills of exchange, are due immediately. The same applies to costs incurred for services and for work in progress as well as finished, but not yet delivered goods, in these cases, we need to perform outstanding deliveries and services exclusively against advance payment or security, and can withdraw from the contract or request compensation after a reasonable period of time for non-performance. Furthermore, due to the retention of ownership agreed in clause 11, we can prohibit the resale and processing of the delivered goods and demand their return or the transfer of the indirect possession of the delivered goods at the expense of the purchaser and revoke the collection authorization pursuant to clause 11 (f). The customer hereby authorizes us to enter his business in the aforementioned cases and to pick up the delivered goods. In the return of the goods is a resignation from the contract only if we explain this explicitly
11. Retention of title
a) All delivered goods remain our property (goods subject to retention) until the fulfillment of all claims, in particular also the respective balance claims to which we are entitled, regardless of the legal grounds. This also applies if payments are made on specially designated claims.
b) The handling and processing of the reserved goods are carried out for us as a manufacturer according to S 95O BGB, without any obligation on our part. The processed goods are considered goods subject to retention according to letter a). In case of processing, combining and mixing of the goods subject to retention with other goods by the purchaser, we are entitled to co-ownership of the new object in proportion of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires by combining or mixing, the purchaser already transfers us the ownership rights to the new stock or to the extent of the invoice value of the goods subject to retention of title, and shall store them for us free of charge. The co-ownership rights arising from this shall be deemed goods subject to retention within the meaning of paragraph a).
c) The purchaser may sell the reserved goods only in the ordinary course of business at its normal terms and conditions and, as long as it is not in default, provided that the claims arising from the resale are transferred to us according to paragraphs d) and e). The customer is not entitled to other dispositions concerning the goods subject to retention.
d) The claims of the purchaser arising from the resale of the goods subject to retention are now assigned to us. They serve as security for the same extent as the reserved goods.
e) If the reserved goods are sold by the customer together with other goods not delivered by us, the assignment of the claim from the resale shall only apply in the amount of our invoice value of the respectively sold reserved goods. In the case of the sale of goods in which we have co-ownership shares in accordance to paragraph b), the assignment of the claim in the amount of the co-ownership share shall apply.
f) The customer is entitled to collect claims from the sale according to paragraphs c) and d) until our revocation. We have the right of withdrawal only in the cases mentioned in paragraph 10 (e). The customer is in no case authorized to assign the claims. At our request, the customer is obliged to inform their customers immediately of the assignment to us, and to give us the information and documents necessary for collection.
g) If the value of the existing securities exceeds the secured claims by more than 10%, we are obliged to release collateral of our choice. The purchaser must notify us immediately of an attachment or other impairment by third parties.
12. Defects, delivery of non-contractual goods
a) We guarantee the faultless manufacture of the parts delivered by us in accordance with the agreed technical delivery specifications. Decisive for the contractual condition of the goods is the time of the transfer of risk.
b) Defects must be reported in writing by the customer immediately after receipt of the goods at the destination, hidden defects immediately after discovery of the defect, but at the latest within 6 months after transfer of risk.
c) In the case of an agreed acceptance pursuant to clause 6 b), the complaint of defects which could have been established in the agreed manner of acceptance is excluded.
d) We shall be given the opportunity to ascertain the alleged defect immediately. In urgent cases of endangerment of operational safety, or to prevent disproportionately large damages of the customer, we have to ascertain the notified defect immediately. Rejected goods must be returned to us immediately upon request. If the customer does not comply with these obligations or makes changes without our consent to the goods that have already been complained about, he loses any warranty claims.
e) In the event of a justified, timely notification of defects, we will, at our discretion, rectify the rejected goods or deliver faultless replacements. Replaced parts become our property. Disassembly and assembly costs, as well as costs for the processing of defective goods by the customer, will not be reimbursed by us.
f) If we fail to meet our warranty obligations or fail to do so in accordance with the contract, the customer is entitled to a change or reduction with respect to the defective goods.
g) Further claims by the purchaser, in particular claims for compensation for consequential damages, shall be excluded unless our legal representatives, our management or our executives are guilty of intent or gross negligence with regard to the defect.
h) Warranty claims become time-barred 3 months after written rejection by us of the notice of defects, at the earliest on expiry of the notice period according to paragraph b).
i) The above provisions also apply in the absence of guaranteed characteristics and delivery of goods other than those conforming to the contract.
13. Custom manufacturing equipment, parts to be cast
a) Order-related manufacturing devices such as models, stencils, core boxes, molds, casting tools, jigs and inspection gauges manufactured by the customer are to be sent to us free of charge. The conformity of the production devices provided by the customer with the contractual specifications or drawings or samples given to us will only be checked upon explicit agreement. We may modify the production devices provided by the customer, if this appears necessary for technical casting reasons and the work piece is not altered by this.
b) The costs for the modification, maintenance and replacement of the customer’s production equipment shall be borne by the customer.
c) The production devices are handled and stored by us with the same care that we use for our own equipment. We are not required to take out an insurance policy. We can return the customer’s production equipment that is no longer needed by us, at the customer’s own expense and risk, or destroy the equipment if the customer does not comply with our request for collection within a reasonable period of time.
d) Order-related manufacturing devices, which are manufactured or procured by us on behalf of the purchaser, shall remain our property even if the customer is invoiced a share of the costs. They are kept by us for a period of 3 years after the last casting. If the customer has fully paid for manufacturing devices as agreed, we are obliged to give the customer ownership of these production devices within 2 years.
e) The purchaser can assert claims arising from copyright or industrial property rights only insofar as he informs us of the existence of such rights and expressly reserves them.
f) If rejects are created by the use of a production device that can only be used once, then the orderer must either provide another production device or bear the costs of the replacement device.
g) Parts to be used by us for casting must be dimensionally accurate and free from defects when supplied by the customer. The customer must supply replacements free of charge if parts become unusable due to rejects.
14. Copyright of the supplier
The Customer may use documents and drawings supplied to him and any design work and proposals provided by us for the design and manufacturing of the castings only for the intended purpose and not make them accessible to third parties or make them the subject of publications without our consent.
15. Liability, damages
a) The customer is responsible, in particular, for appropriate construction given the intended use taking into account any safety provisions, selection of the base materials and the necessary test procedures. Correctness and completeness of the technical delivery specifications, and the technical documentation and drawings given to us, as well as the execution of the production equipment provided to us, even if we propose changes that the purchaser approves of. Furthermore, the purchaser is responsible for ensuring that, due to his information, industrial property rights or other rights of third parties are not violated.
b) If compensation for damages is claimed from us by a third party, where the cause o lies within the area of responsibility of the purchaser, the purchaser must indemnify us from these claims.
c) Our liability is based exclusively on the agreements made in the preceding paragraphs. All contractual or legal claims not expressly mentioned are excluded, unless our legal representatives, our management or our executives are guilty of intent or gross negligence. This applies regardless of the legal basis of the claims, i.e. in particular for claims from positive breach of contract, fault during or after conclusion of the contract, delay, impossibility, performance and unlawful acts.
16. Federal Data Protection Act (Bundesdatenschutzgesetz)
We are authorized to process customer data in accordance with the Federal Data Protection Act, which are received within the scope of or in connection with the business relationship, irrespective of whether they originate from the purchaser or from third parties.
17. Place of performance and jurisdiction
The place of fulfillment for delivery and payment is the registered office of the supplying plant or warehouse. The place of jurisdiction is our general place of jurisdiction or that of the buyer, at our discretion. This also applies to complaints in the bill of exchange or check payment process.
18. Applicable law
Exclusively the laws of the Federal Republic of Germany apply for all legal relationships between the purchaser and us; the Hague Convention concerning commercial law is specifically excluded.
19. Partial nullity
Should individual provisions of these delivery and payment conditions be wholly or partially unenforceable or void, the contracting parties undertake to agree to a provision by which the intents and purpose pursued by the unenforceable or void provision is largely achieved.