We would like to thank for your interest in our products and your trust thus placed in us. It is in the mutual interest of the parties if the resulting purchase agreement is subject to clear regulations, in particular when, against all expectation, malfunctions should arise in the handling of our products during execution. The following GTC (General Terms and Conditions) are meant to serve you and us for this purpose. We render all our services exclusively under validity of our GTC to follow, which the client acknowledges by placing his order. Purchasing conditions of the client that deviate from our conditions shall not be binding for us unless we would have agreed to the validity of such conditions in particular cases in writing in advance. Our GTC are valid also if we, having knowledge of conflicting conditions or of those that deviate from our own conditions, decide to perform the delivery without reservation. Our General Terms and Conditions shall apply only to merchants pursuant to Clause 24 Act Governing Standard Business Conditions. Our conditions are also valid for all future business transactions with the client.
Delivery, insurance, risk transfer
The delivery is done at the expenses of the client from place of delivery. The risk passes on to the buyer as soon as the product has been handed over to the shipping agent. The risk of accidental loss and accidental deterioration of the goods during shipment, which must be proved by the client, has been insured by us with a respective insurance policy, however, this is only valid if we are the ones who are allowed to define the manner of shipment. This is also valid when sending the product to a recipient determined by the client. Product returns of bindingly ordered goods are only insured by us if the product is examined immediately on receipt and, if the recipient is not satisfied, is immediately sent back to us and the same shipping kind is used we had chosen for the delivery and if the customer has not taken out transport insurance himself. For compliance with a particular delivery time, we cannot accept any liability. In particular, it is not possible to assert damage claims against us for exceeding an agreed delivery deadline. We must be informed about obvious defects within five working days of receipt, and about concealed defects no later than four weeks after receipt of the goods, and this is to be done in writing. . 1A-Abrasives will not be liable for initially deliberately concealed defects. Since 1A-Abrasives assumes that our customers will carry out an incoming goods inspection, any complaints concerning product quality that are submitted to 1A-Abrasives later than four weeks after invoice date or delivery date will not be considered. Damage to the packaging is to be noted on the delivery receipt and a complaint is to be lodged with the shipping company concerning this. We reserve the right to partial deliveries unless contrary agreements are reached in advance. We reserve the right to completely or partially withdraw from the contract if our initial supplier fails to provide the goods to us properly or in time.
Consignments on approval and samples on approval
Consignments on approval or samples on approval sent by us to the client are bound exclusively to his person or his legal representative and must not be presented by him to any other company or person unless a potential buyer of the client is concerned. If such shipments are not returned to us within 14 days (date of the postmark) after date of issue of our delivery slip, we shall assume the shipment as having been bought by the client and invoice him for it. The goods sent on approval are insured by us as long for as long as the approval period lasts; afterwards all risk passes over to the consignee, including that of involuntary destruction and product loss. If consignments on approval or samples on approval are already used as exhibits, are included in the travel storage, are sent for purchase or selection to third parties, or are given on commission to said third parties, are worked on or processed by the client before the approval period expires or are not stored in a safe outside the times required for inspection of the goods, the client shall already at this point of time bear any and all risks, including but not limited to the risk of accidental loss. The customer is in this case obliged to provide for sufficient insurance coverage of the goods and herewith assigns to us in advance as security any claims he may have against the insurance company. We herewith accept said assignment. We would recommend to the client, nevertheless, in general to ensure sufficient insurance coverage for the goods sent so as to prevent recourse claims of our insurance firm against him in the case of violation of due diligence obligations on his part in dealing with the goods. Consignments on approval are only insured by us if the client returns the goods to us within the selection period and, on this occasion, uses the same shipping manner we had chosen when sending the goods and if the client has not taken out transport insurance himself. If we so desire, the client must agree to send back to us the consignments on approval or samples on approval even before the period of 14 days, namely immediately and at his own expense. No right of retention to the products whatsoever shall be granted to the client.
Retention of title
The delivered products shall remain our property up to the full payment of all receivables from our business connection, including future receivables and also including all additional receivables and up to the redemption of checks and bills of exchange. This applies even if the purchase price for certain goods deliveries supplied by us has been paid. Regarding unpaid invoices, our retention of title stipulated in accordance with the above provision shall serve as security for the balance of the respective net accounts receivable at that time. If we in the interest of the customer as an issuer of a promissory note and/or acceptor's enter a bill of exchange liability then our rights from reservation of title shall not be dissolved prior to payment of the bill of exchange in full by buyer or prior to the buyer having indemnified us in full against the bill of exchange liability. The customer may only dispose of our goods subject to retention of title as part of normal business operations. Pledging or cession by security of the proviso goods is not permissible. If the customer decides to sell goods under reservation of title that have not yet been paid for to third parties, he has to enter an ownership proviso agreement with the respective buyer on his side. In the case that the resale of goods subject to retention should not be against cash payment, the customer as from now assigns to us his claim to the purchase price against the buyer in the amount of the total invoice price, including value-added tax, as security. We herewith accept said assignment. The customer is revocably authorized to manage the receivables assigned to us in a fiduciary capacity for as long as he orderly fulfils his payment obligations towards us. If the customer falls into arrears with payment, we are entitled to disclose the assigned claims and to demand payment from third parties to be made directly to us. This applies also in the case of the cessation of payments, the application for or the initiation of bankruptcy proceedings (bankruptcy or settlement proceedings ). Then the customer has to hand over to us on request all documents and information required for the assertion of the assigned claims. In the event that the customer includes the claims arising from the resale of our goods in an existing actual or so-called non-real current account relationship with his buyer, he already now assigns to us the claims to the balance acknowledged and established in our favor as well as to any surplus existing upon termination of the current account relationship (causal debt balance) in an amount equal to the price charged by us to him for our goods resold. The customer may treat or process our reservation goods in the ordinary course of business. Treatment or processing is done for us as a manufacturer pursuant to Clause 950 BGB without obliging us. t is agreed that we become owner of a new item arising from the treatment without further notice and that, in the case of processing with other products not belonging to us, we shall become co-owner of the new item arising from the processing proportional to the value of our goods subject to retention of ownership to the value of the coprocessed product at the time of the processing. Our property and/or our joint ownership shall be held for us by the customer with the usual care free of charge. If our reservation goods should be resold on credit after treatment or processing, the customer hereby assigns to us the demanded purchase price or other entitlements to remuneration. As for the rest, assignment and collection shall apply for the sale of our goods in untreated or unprocessed state (see above). The customer is obliged to adequately insure the reserved goods, at his own expense and in our interest, against theft and burglary, robbery, extortion under threat and against fire and water damage. The customer already now assigns to us as security any and all insurance claims arising out of this concerning the reservation goods. We hereby accept the assignment. The customer has to immediately object to third-party access (e.g., seizure or confiscation) to the goods supplied under retention of title or to the receivables assigned with reference to our rights. Furthermore, he has to inform us immediately of said access or access attempt under provision of the necessary documents for an intervention (e.g., copy of the attachment order). The customer undertakes to identify our goods up to the resale as originating from our supplies. In the case of payment default and other conduct of the customer that constitutes breach of contract by the customer, we shall be entitled to take possession of the goods subject to reservation of title at the expense of the customer or to demand the assignment of the customer's claim for return against third parties. The enforcement of the right to retention of title as well as the revocation of our goods by us shall not be considered a withdrawal from the Contract. We hereby commit to release the appertaining securities in accordance with the above provisions at our discretion to the extent that such value exceeds the secured debts by more than 20%.
Rights in the case of deterioration of assets/ granting of a credit note
In the case of substantial deterioration of the customer's assets identifiable after contract conclusion, e.g., due to protests of bills, enforcement orders or other unfavorable information, we shall - without prejudice to our other rights - be entitled to set to due for payment state any receivables for all goods and services provided by us with immediate effect, including receivables for which a bill of exchange or check has been presented and we may do so even if they would usually not yet be due. We are also entitled to declare claims immediately due if the customer is in default of payment with at least 25% of his overall commitment (objection-free principal claims) for longer than 45 days. In the event that the goods are repossessed because of payment difficulties or insolvency of the customer, a credit note will be issued. On this occasion, we reserve the right to rebates according to the state of the product (e.g., because of treatment or processing, necessary refresher or refacing work or required re-issue of certificates or other depreciation that has occurred between delivery and return due to general price reduction or decrease of the US $ exchange rate and here, the exchange rate on the day on which the goods are once again back in our possession passes and are in a state that is re-usable by us shall be decisive).
Advice, information, assured characteristics
We undertake to assist the buyer to the best of our knowledge by being at his disposal for providing information and advice on the use of our products. However, we shall be liable only if a special fee has been agreed for this purpose. Certain characteristics shall apply in principle only as having been promised by us when we have explicitly confirmed the guarantee concerning this in writing.
Place of Performance, Place of Jurisdiction, Intra-Community Acquisition and Severability
Place of performance for delivery and payment for both parties is our place of business
exclusively. Place of Jurisdiction for any and all litigation arising from this contractual relationship or from its coming into being or validity, including actions on bills of exchange and checks, in the case of commercial customers with full merchant status shall be our place of business for both parties or, by choice, also the domicile of the customer. The elective jurisdictions agreement shall also apply in relation to commercial customers with full merchant status and business headquarters abroad. Buyers from non- EU member states, from 1/1/1993, are liable to us, in the event of intra-community acquisition, for compensation for any loss arising from tax evasion by the customer himself or from false or omitted information regarding his circumstances affecting taxation (e.g., concerning the "purchasing limit" or when providing a false tax ID number). The contract relationship is subject exclusively to the laws of the Federal Republic of Germany for both parties, with the exclusion of the UN Convention on Contracts for the International Sale of Goods. If any provision of these GTC is held to be void, voidable, illegal or otherwise unenforceable, this shall not affect the validity, legality and enforceability of the remaining provisions or agreements.
We reserve the right of ownership and copyright to/of any and all drawings, samples, offers, price lists or other documents. They may not be made available to third parties without our consent and are to be returned immediately on request.
If any of these Terms and Conditions are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms and Conditions are intended to be effective, then to the extent and within the jurisdiction which that Term or Condition is illegal, invalid or unenforceable, it shall be served and deleted from this clause and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable. The contracting parties shall undertake to replace the invalid or unenforceable provision with one which comes closest to the intended purpose of the invalid or unenforceable provision.