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General Terms and Conditions
1.01 The following terms and conditions apply only to business transactions and are the basis of all our offers, orders, deliveries, and services.
1.02 Other terms and conditions shall only be accepted insofar as they comply with our General Terms and Conditions or are made by us in individual cases in writing expressly as the basis of the respective contract or service.
2.01 Our offers are always subject to change. The contract shall take effect upon written confirmation or upon commencement of the delivery of the goods.
Individual contract agreements remain unaffected by this.
2.02 Offers and attachments may not be made accessible to third parties without our consent.
3. Prices and Terms of Payment
3.01 Our prices are strictly net without cash discount or other rebate, in Euro, ex works, excluding packaging, freight and insurance plus the applicable statutory value-added tax. The granting of discounts requires the express agreement of the contracting parties. The prices apply exclusively to parts designed and manufactured for processing. Any additional work required, such as the removal of paint, oil, grease, tar, scrap metal coatings, the subsequent addition of openings to hollow parts, and the preparation of test reports are not included in the agreed contract price.
3.02 Invoices are due for payment immediately after receipt of invoice without deduction of discounts, unless individually agreed otherwise.
3.03. The customer shall only have the right to offset our claims against their claims if their claim is undisputed, acknowledged, legally established, ready for a legally binding decision, or stems from the same legal business relationship.
4. Delivery 4.01 Unless otherwise agreed, the delivery period shall commence upon receipt of the order confirmation; however, in the event of late delivery of the material to be processed by the customer, commencement begins at this point in time.
4.02 If the delivery is delayed as a result of unforeseeable circumstances at our premises or those of our suppliers or subcontractors, such as force majeure, strike, shortage of raw materials, breakdown or power failure, the customer shall be entitled to withdraw from the contract after granting a reasonable period of grace. § 323 para. 2 of the German Civil Code (BGB) remains unaffected. If these circumstances make delivery impossible for us, we shall be released from our obligation to deliver. If these circumstances make delivery unreasonable for us, we shall be entitled to refuse delivery. The customer shall not be entitled to claim damages if we are not responsible for these circumstances.
4.03 If, after written reminder, the customer is in default with regard to their obligation to provide or cooperate, we shall be entitled to withdraw from the contract and claim compensation in lieu of performance after setting a 14-day period of grace in writing.
4.04 Partial deliveries shall be permissible insofar as they are reasonable for the customer.
4.05 Deliveries shall be made ex works excluding packaging.
4.06 The risk for articles to be processed by the customer shall pass to the customer upon leaving our facilities, but at the latest upon handover to the forwarding agent or carrier. With regard to transport damage, the contractor shall only be liable for intent and gross negligence. Liability for simple and slight negligence is excluded, unless it is a breach of a material contractual obligation within the meaning of the jurisdiction of the Federal Supreme Court.
4.07 If the goods to be processed are collected by us at the request of the customer, the transport risk shall be borne by the customer. The customer is free to insure against these risks. With regard to the contractor's liability for transport damage, reference is made to clause 4.06, sentences 2 and 3.
4.08 The aforementioned provisions shall also apply if we have guaranteed freight-free deliveries.
4.09 If the goods are ready for dispatch, and if shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of notification that the goods are ready for dispatch.
4.10 The shipping route, type and means of dispatch shall be left to us without guarantee for the fastest and cheapest transport. The interests of the customer shall be reasonably taken into account. If we are acting as a forwarding agent, the German Freight Forwarders' Standard Terms and Conditions shall additionally apply.
4.11 Goods which have been reported ready for dispatch must be retrieved by the customer immediately, at the latest however after expiry of a reasonable period of one week after notification. If no retrieval takes place, we are entitled to store the goods at our own discretion at the expense and risk of the customer and to invoice them as delivered ex works.
4.12 If dispatch or delivery of the goods is delayed at the request or instigation of the customer, storage charges of 1% of the invoice amount can be charged for each month commenced, starting one month after notification that the goods are ready for dispatch. Storage charges are limited to 5% of the invoice amount, unless we can prove higher storage costs. The customer can provide proof that storage costs did not arise at all or that they are significantly lower than the flat rate.
4.13 No liability is assumed for incurred waiting times insofar as the exceeding of which is on the whole still reasonable, unless collection and delivery dates were made binding.
4.14 Insurance against transport damage shall only be taken out at the order and expense of the customer.
4.15 If processed goods are returned for reasons for which we are not responsible, the customer shall bear the risk until the goods have been received by us.
4.16 Surface-treated parts shall only be packed to the extent that the material to be processed has been sent packed, repackaging has been requested and the packaging material is reusable. If packaging is additionally required after surface treatment, it will be charged separately and will not be taken back.
5.01 We shall only assume warranty for our performance in accordance with the following provisions and only towards the customer as first buyer. The assignment of warranty claims to third parties is excluded.
5.02 We guarantee professional surface treatment in material and workmanship according to the recognized rules of technology, the applicable DIN regulations or those generally recognized in the design. Special requirements regarding dimensional accuracy, corrosion resistance etc. as well as the application of special standards shall only be deemed to have been agreed if they have been confirmed by us in writing in the offer and, if applicable, in the test certificate and if a sampling by us has been approved by the customer. In the case of electro-plated and chemical processes as well as owing to quality differences of the raw material, among other things, deviations from a sample upon which the order is based are unavoidable.
5.03 Defectively surface-treated parts will be repaired by us free of charge and professionally.
5.04 The delivered goods must be inspected immediately to ensure that they are free of defects. If the customer is a merchant, defects must be reported in writing immediately, but at the latest within 12 days of receipt of the goods. The obligation for inspection shall also exist if outturn samples have been sent. In the case of defects that are not immediately recognizable, the same shall apply within the aforementioned period after discovery of the defect. If defects are discovered during further processing, this must be discontinued until we have checked the conditions of the goods and arrived at a decision.
5.05 If a complaint is not made in due form or time, the goods shall be deemed as approved by merchants within the meaning of the German Commercial Code (HGB).
5.06 The articles handed over to us for processing must be delivered with the delivery note or with a precise written indication of the number of articles and, if applicable, the total weight. The details of the gross weight are, even if they are of significance for the customer, non-binding for us. Replacements shall only be provided for missing parts if their delivery is documented by a delivery note countersigned by us and the risk for the missing parts has passed to us. In the case of small and mass-produced parts we shall principally not assume any liability for scrap and missing quantities up to 3 % of the delivered total quantity in each case, unless this has been agreed otherwise.
5.07 The client reserves the right to reduce the purchase price or to withdraw from the contract and claim damages if the subsequent performance fails or if the seller refuses both subsequent improvement and subsequent delivery or if subsequent performance is unreasonable. A subsequent improvement shall be deemed to have failed after the second unsuccessful attempt, unless something else results, in particular, from the nature of the article or the defect or other circumstances.
5.08 The contractor shall be liable for intent and gross negligence except for damages resulting from injury to life, bodily harm or illness. The liability for simple or slight negligence is excluded, as far as it is not a violation of an essential contractual obligation within the meaning of the case law of the Federal Supreme Court. Insofar as the aforementioned exclusion of liability does not apply owing to the breach of a material contractual obligation, the contractor shall only be liable for foreseeable damages typical of the contract. Further claims of the customer are excluded. The liability of the supplier according to the Product Liability Act remains unaffected. Contractual penalties shall not be recognized.
5.09 A defect in the partial delivery does not entitle the customer to withdraw from the contract, unless the defect in a partial delivery is so significant that the acceptance of further partial deliveries is no longer of interest to the customer.
5.10 The warranty shall only apply to uses under customary, operational, and climatic conditions. If the goods are intended for special conditions and we have not been informed thereof in advance, so that this has not become subject matter of the contract, a warranty for these special conditions is excluded. The warranty shall expire with regard to such defects where corrective action has been previously attempted by a third party insofar as the user had not previously given any reasonable opportunity to remedy the defects.
5.11 The material to be processed must be free of cast skin, molding sand, scale, carbon deposits, burnt-in grease, welding slag, graphite, paint; it must not have any pores, cavities, cracks, laminations, etc.; threads must be sufficiently undercut. If this is not the case, we are entitled to refuse processing or to withdraw from the contract. If the customer nevertheless insists on processing or if the material delivered to us for surface treatment is not technologically suitable for such surface treatment for reasons not recognizable for us. We shall not assume any warranty for a certain dimensional accuracy, adhesion strength, color retention, and corrosion preventing properties of the applied coating insofar as a defect is attributable to the unsuitability of the material and is not due to gross negligence or intent on our part. Furthermore, no warranty is assumed for adhesion strength if the material has been deformed after surface treatment, not even if sample-galvanised parts could be deformed without flaking of the galvanic coating and the customer requested processing despite reference to the risk of flaking.
5.12 If the goods intended for surface treatment or a suitable material sample is not made available to us for testing purposes for a sufficiently long period, but at least for six weeks, before the start of processing, we shall assume no liability for corrosion damage which is neither intentional nor due to gross negligence. If, in individual cases, we are unable to carry out short-term tests or other chemical and/or mechanical tests or to prepare measurement reports or test certificates due to the delivery time given to us by a customer and the customer nevertheless demands surface treatment, we shall reject any liability for damage attributable to the lack of inspection, except in cases of intent or gross negligence.
5.13 Hollow parts shall only be galvanically treated on the outer surfaces unless a cavity treatment has been agreed in special cases. Immediately occurring corrosion on the untreated areas does not substantiate any warranty claims. Surface-treated material is at danger from condensation water and friction corrosion. It must be properly packed, stored and transported.
5.14 The customer has to stipulate the minimum coating thicknesses at a measuring point that is to be agreed and take suitable measures to prevent chemical and mechanical damage to the surface. We shall only be liable for damages due to weather conditions as well as for possible damages by residues subsequently seeping out of laminations and other inaccessible cavities in case of gross negligence and intent. If the customer considers hydrogen de-embrittlement to be necessary, we shall only accept this after a corresponding agreement and under the exclusion of all liability except in cases of intent and gross negligence.
6. Security Interest
6.01 We are entitled to a statutory commercial right of lien on the articles processed by us. Irrespective thereof the customer provides us with a contractual right of lien to the articles handed over for the purpose of surface treatment, which serves to secure our remuneration under the contract. Unless agreed otherwise, the contractual lien also applies to claims under earlier contracts to the extent they bear a material, unitary relation to the subject matter of the current contract. If the surface-treated parts are delivered to the customer before full payment, it is herewith agreed with the customer that the ownership to these parts is transferred to us in the value of our receivables in order to secure our claims and the transfer of ownership is replaced by the fact that the customer shall safe-keep the parts for us. The same shall apply with regard to the customer's expectant rights to articles handed over to us for the purpose of surface treatment, which were supplied to the customer by a third party subject to reservation of title. We are entitled to procure the lapse of the reservation of title. The customer's claims for reassignment against a third party to whom they had previously assigned the articles transferred to us for the purpose of surface treatment as security are hereby assigned to us. We hereby accept the assignment.
6.02 The customer may neither pledge nor assign articles to which we have a lien or which are subject to our security ownership. However, they may resell or process the goods in the ordinary course of business, unless they had previously effectively assigned the claims against their contractual partner to a third party in advance. Any processing of the goods assigned to us for security by the customer to form a new movable object will be done on our behalf and inure to our benefit, without any liabilities arising therefrom. We hereby grant the customer co-ownership of the new object in the ratio of the value of the new object minus the value of our service to the value of the new object. The customer shall keep the new object in safekeeping with due commercial diligence and free of charge.
6.03 In the event that the customer acquires exclusive or co-ownership to a unitary new object created by combining, blending or mixing of our goods with other movable objects, they hereby assign to us this right of ownership in the ratio of the value of our security goods to the value of the other object in order to secure our claims, with the simultaneous promise to properly store the new object on our behalf and free of charge.
6.04 In the event of the resale of the goods processed by us and assigned to us as security, or of the new object produced from these, the customer shall inform their customers of our collateral ownership.
6.05 In order to secure our claim, the customer hereby assigns to us all future claims arising from the resale or further processing of the goods assigned to us with ancillary rights in the amount of the value of the goods. We hereby accept the assignment.
6.06 The customer is authorized to collect the claims resulting from the resale or further processing from third parties in our favour. At our request, the customer shall prove the claims individually and disclose the assignment to third party purchasers and request payment directly to us, up to the amount of our claims. We are moreover entitled to also inform the subsequent buyer of the assignment at all times ourselves and to collect the claims. We shall however not request the customer to collect the claims or to disclose the assignment, not collect the claims ourselves nor disclose the assignment ourselves as long as the customer properly meets their payment obligations to us.
6.07 The customer is obliged to inform us immediately of any enforcement measures taken by third parties against the security rights.
6.08 The customer shall be obliged to adequately insure the goods subject to our ownership as security against the risk of fire and theft and to assign the claims against the insurer and the injuring party to us upon request.
6.09 At the customer's request, the securities to which we are entitled in accordance with the above provisions shall be released to the extent that their value exceeds the claims to be secured by more than 20%..
6.10 In the event that third parties assert rights to the goods subject to security, the customer hereby undertakes to hand over all necessary documents to us immediately and to reimburse us for any intervention costs charged to us.
6.11 All of our claims, including those arising out of other contracts, shall also be deemed due and payable immediately in the event of deferment of payment, as soon as the customer is culpably in arrears with the fulfilment of other significant obligations towards us, suspends their payments, is over-indebted, insolvency proceedings have been opened against their assets or the opening of such proceedings is rejected due to insufficiency of assets. In such a case, we shall be entitled to refuse any outstanding deliveries and services and to set the customer a reasonable deadline within which they shall, at their discretion, effect payment or provide security against our performance or delivery. If the deadline expires without success, we are entitled to withdraw from the contract.
7. Place of Performance and Jurisdiction
7.01 Place of performance and jurisdiction for all claims arising from the contract shall be the registered office of our company for both contractual parties insofar as they are merchants.
7.02 The laws of the Federal Republic of Germany shall apply to the exclusion of foreign law and the unified international sales law. The German version of a contractual text is decisive.
8. Severability Clause
Should any of the aforementioned provisions of these GTC be void, ineffective or unenforceable for any reason whatsoever, the validity of the remaining provisions and the underlying contract shall remain unaffected thereby.
These General Terms and Conditions of Business and Delivery correspond to the General Terms and Conditions of Business and Delivery of the German Electroplating Trade.
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WIOTEC® Ense GmbH & Co. KG
Auf den Geeren 9-11
59469 Ense-Höingen, Germany
WIOTEC® Arnsberg GmbH & Co. KG
59759 Arnsberg, Germany
+49 2938 97833-0
+49 2938 97833-20
From metal to precious metal
The company WIOTEC® is your specialist for surface finishing and metalworking. In our electroplating shop, which is managed according to the latest environmental standards, we are capable of finishing both small parts and long parts of up to six meters. This makes us one of the leading and most efficient decorative surface coaters in Europe.
Our most important resource is our employees - with their commitment, competence and experience. Together with them, we work out and develop individual and tailor-made solutions for our customers. From detailed consultation and planning to purchasing, mechanical and chemical pre-treatment, professional electroplating and supplementary services - WIOTEC®'s range of services leaves nothing to be desired.