General Conditions of Sale of Kabeltechnik Mathuse GmbH
Except in the case of our written acceptance of any conditions waived, all our sales contracts are regulated, to all effects, by these General Conditions which are an integral part of our confirmations of sale. Hereinafter, the term Seller shall mean “Kabeltechnik Mathuse GmbH” Germany.
1. Sale through agents or intermediaries.
The Seller is committed only in the case in which a written confirmation of order is issued and transmitted to the Buyer.
2. Assignment of order.
Assignment of an order implies acceptance of the General Conditions of Sale set forth hereinafter, which the Buyer declares it is informed of. The order becomes irrevocable 168 hours “after transmission of the confirmation of order by the Seller”. The Seller reserves the right to accept modifications/cancellations requested in writing by the buyer, without prejudice to its right to a congruous indemnity for expenses and charges if execution of the order has already started.
Unless otherwise agreed in writing by the two Parties, the Seller reserves the right to make partial deliveries and to consider the orders filled with a tolerance of /- 10% on the quantity of goods ordered.
The goods sold are packaged according to method of use: coils, spools, drums etc. All packages are usually not returnable (one way) unless otherwise specified on the basis of a written agreement between the Parties which etablishes the related method.
The data of delivery, indicated in the confirmation of order, is intended as approximated to the week. Any delay in delivery does not authorize the Buyer to request damages or to cancel the order in that such operations are always subject to the consent of the Seller. In any case, the Seller shall not be held responsible for delays due to circumstances of force majeure or independent of the will of the Seller, including fire, strikes, failure or delay in rail, air, customs services, refusal/delay on the part of the authorities to issue export licenses, difficulty in procuring raw materials.
The goods are consigned ex warehouse of the Seller and therefore travel at the risk and peril of the consignee; clauses of the type “carriage free”, “CIF” etc. are intended merely to specify any expenses charged to the Seller an do not modify the rules set forth above (risk and peril of the consignee). Any claims for facts and omissions regarding transport must therefore be addressed to be related carriers within the times prescribed.
If requested, testing will be carried out at the Seller or at places authorized by the Seller Third party; the Buyer has the right to attend directly or with a Third party delegated thereby.
8. Modification of freightage, tariffs and fiscal charges.
Any changes to freightage, tariffs and fiscal charges occurring after conclusion of the sale shall be paid exclusively by the Buyer, and also any changes to present and future taxes, excise duties, consumption, sales taxes levied on the goods.
Payment shall be made solely to the Seller at its offices by the terms established in the confirmation of order. Total or partial failure to pay any invoice, any request for payment having been ignored, entitles the Seller to cancel or suspend any supply even if linked to other orders, and to demand, in addition to the price of the goods already delivered, reimbursement of damages caused by failure to supply (goods not sent etc.).
In the case of delayed payment, the Seller has the right to charge the Buyer arrears interest at the annual rate according to Directive 200/35/EC. The Seller retains title to the goods delivered to the Buyer until complete payment of the invoice.
10. Warranty and Complaints.
Premise: the right to the Warranty is vested exclusively in the Buyer and shall not be assigned.
A1) On receipt of the goods, the Buyer shall inspect these and verify their weight, appearance, characteristics insofar as any complaints regarding the quality, quantity, non-conformity of the goods must be notified in writing (fax, registered mail, email) by and no later than 8 (eight) days from receipt of the goods, under penalty of forfeiture of any claim. Any damage presumably ascribable to transport shall be notified in writing both to the carrier, within the terms prescribed by law, and to the Seller, indicating acceptance under reserve, which must be filled out, with written notice to the Seller, within 8 days from receipt of the goods. It is emphasized that transport (ex departure point, ex customer) is in any case at the risk and peril of the Buyer. See point 6.
A2) In the case in which the Seller’s “Quality Service” ascertains that the complaint is founded and the Buyer has regularly paid the invoices, including that to which the complaint refers if already due, the obligation of the Seller consists, after return (if authorized) of the non-conforming goods ex its warehouse, in replacement of the goods ex Buyer, same place as the previous shipment, on condition that the Buyer waives any reimbursement for damages ascribable to delayed delivery or expenses of any type. Replacement will be made (except for contingencies) in times not exceeding those agreed for the delivery of the material to which the complaint refers. In the case in which the material is not longer in as-supplied condition but has been processed, sectioned, stripped etc., the Seller reserves any decision regarding possible return of the goods.
Complaints regarding defects and downgrading of the materials delivered caused by irregular conditions of storage/preservation at the Buyer or unsuitable installation are not covered by our Warranty.
A3) In the case of hidden defects (whereby a design defect is not deemed to be a hidden defect insofar as the professional Buyer has received all the information necessary, in the technical specifications, relating to the cables it intends to purchase), e.g. product manufacturing defects that impair its performance and which cannot be identified prior to use thereof, the Buyer may exercise its rights within the term of 6 (six) months from receipt of the goods and provided that it has informed the Seller within 10 (ten) days of discovering such defect by fax, registered mail, e-mail. If the Seller’s technicians, after examining regular assembly/installation, conformity with the technical specifications provided and if the tests carried out at a laboratory on sections of cable sampled at the Buyer ascertain the existence of a hidden defect and the Buyer has effected payment regularly, the obligation of the Seller is restricted to replacement of the goods ex the Buyer, same place as the previous shipment, according to the methods and conditions set forth in point 2.
If the goods are no longer at the Buyer, the costs incurred by the Seller (travel, accommodation etc.) for its technicians will be charged to the Buyer also in case in which the complaint is founded. The Seller reserves the right to decide whether the material with acknowledged hidden defect shall be returned to its own plant.
All direct and indirect injuries or damage to persons or things when using the material furnished by the Seller are expressly excluded from the Warranty.
Any liability of the Seller, for damage ensuing to the Buyer in relation to the goods delivered, shall in any case be restricted to the price of the goods. In the case of resale of the goods, whether or not transformed, to third parties, the Buyer, for damages caused thereby to third parties, will restrict any right of claim against the Seller in a similar manner.
12. Validity of the contract.
In the case of changes to the financial conditions of the Buyer such as to endanger payment and also in the case of decease, debarment, disqualification, bankruptcy, suspension of payments by the Buyer, of assignment, merger or modification of the company, the Seller, at its discretion, shall have the right to terminate the contracts or to demand particular guarantees for execution thereof. With regard to the formation, interpretation, execution thereof and all and everything else, this contract, even if stipulated abroad, and all and everything consequent to and inherent therein, even if not specified here, shall be governed solely by the laws of the country where the goods are produced integrated by INCOTERM 2010 standards in the German text thereof.
Any disputes arising in relation to the contract of sale shall be deferred exclusively to the Court of the city of the Seller.
Any waivers of these conditions shall be made in writing and shall be valid for the supply to which they refer. The conditions of this confirmation of sale refer to the current market situation and may be amended in the case of modification of the aforesaid situation.
In this case, the Parties shall meet in order to define the new conditions that will be established for continuation of the supplies.
Issued: July 2016