Address

COMETEC Korrosionsbeständige Metall-Technik GmbH
Lagerhausstraße 7-9
D-63589 Linsengericht-Altenhasslau
GERMANY
Phone:  +49 (0)6051 71037
Fax:       +49 (0)6051 72030
info@cometec.com

Managing Director: Massimo Neri

Trade Register Hanau HRB 11810 
Sales Tax ID No.: DE 113538853
Tax No.: 4522552019

 

General terms of sale and delivery

1. Validity, written form

We supply our goods/services on the following terms. These terms apply to all orders from the customer, including follow-up orders where we do not refer explicitly to these terms. Any differing customer’s terms will not be accepted in fulfilment of the order, even if these have not been contradicted explicitly in writing. Agreements on the validity of different business terms must be in writing.

2. Proof of delivery of our written notifications

Our written notifications are deemed to have been delivered by normal postal procedure if they were sent by us to the address last known to us. This does not apply in the case of declarations of particular importance. Delivery will be assumed if we are in possession of a copy of the respective letter or if delivery is indicated by an appropriate record thereof a despatch note or despatch list.

3. Quotations, orders, contractual content

Our price quotations are non-binding insofar as they have not been explicitly described as binding. The contract first comes into being with our written order confirmation with the content described herein. In the case of technical further developments, we are entitled to change or deviate from the agreed delivery unless this is unacceptable for the customer, taking into account the interests of both parties. Usual commercial deviations or those approved by DIN apply to dimensions and demanded tolerances not accepted by the customer and which have not been explicitly confirmed by us. We claim exclusive copyright, ownership, patent and licensing rights ensuing from all drawings, sketches, parts lists and samples related to our quotations. Any such documents may not be made available to third parties without our written permission and are to be returned to us on demand. In the case of conveyance of documents as described above on data carriers, no copies may be made of these whatsoever. If the order is being carried out to customer’s specifications as well as in the case of provided goods, drawings or samples, the customer guarantees that protected rights of third parties will not be infringed upon as a result. We are under no obligation to check details provided by customer for correctness. The customer bears responsibility and liability in this respect. The customer will undertake any defensive action at his own expense and reimburse us for all losses and costs which result from any maintained or factual infringement of protected rights. Claims against us by the customer arising from the use of information and details about the customer’s products, methods or manufacturing processes, provided by the latter, are excluded. Product and processing information are not part of this agreement. They only apply in particular as an assurance of product characteristics insofar as this has been explicitly stated by us in writing in the agreement. Judgements and arbitral awards against us obtained by third parties in connection with the goods supplied by us also apply in the relationship between us and the customer. Verbal agreements and assurances by our agents require written confirmation to be binding. This can take place in retrospect at any time.

4. Prices and costs

The prices quoted by us are ex works, excluding packaging, customs and excise duty, insurance, value-added tax etc. They are only applicable for the period stated in our quotation and not for follow-up purchases orsubsequent orders. We reserve the right to assert calculation errors(among other things regarding quantity and size details), mistakes and any other price errors.

5. Terms of payment, retention and offsetting by customer

Payments are to be made within 30 days net. We will grant discount of 2 % on payments received within a week. A precondition for this is that there are no existing remaining debts from earlier deliveries or on other legal grounds. The invoice date applies in this respect. We are entitled to charge interest at 3 % above the discount rate of the German Federal Bank (Bundesbank), however at least 8 %, in any cases where due payment dates or agreed payment deadlines are exceeded. We reserve the right to claim higher or lower damages in this respect. Amounts owing to us become due for immediate payment if the customer does not comply with specially agreed payment terms. If unfavourable circumstances concerning the financial situation or the creditworthiness of the customer become known, we are entitled to demand prepayment or provision of security, or withdraw from the contract in part or in whole. The customer agrees explicitly to us obtaining appropriate information in this respect. Bills and checks will only be accepted by written agreement and only then on account of performance. Credit in this respect is only given after deduction of all expenses at the day’s rate so that we can have disposal of the equivalent value. A right to retention on the part of the customer is excluded. Offsetting is only permitted if the counter claim is undisputed or legally enforceable.

6. Delivery dates, part deliveries, delivery delay, impossibility

Delivery dates are only binding for us if they have been specified as binding explicitly and in writing. If agreed binding delivery dates cannot be upheld for reasons for which we are not responsible (e.g. because of mobilization, war, unrest, strikes, lock-outs, late delivery of materials, operating breakdowns, machine breakages, fire and water damage, accidents, sabotage), we are entitled to carry out the order with an appropriate extension of the delivery period. If delivery or performance becomes impossible because of such conditions, we will be exempted from the delivery obligation. Furthermore, we are entitled to withdraw from the agreement in the case of not being provided with the goods by our suppliers or inability to deliver. In the event of delivery deadlines not being observed, we are only liable in the event of premeditation or gross negligence. Claims by the customer for delays are on the basis of an allowed grace period for fulfilment of obligation of at least 6 weeks and are restricted to damages of up to one half a per cent for every week of overdue payment, however, not more than 5% of the order value of that part of the order which the delay concerns, for the complete delay. If the delivery has become impossible in whole or in part because of premeditation or gross negligence, the customer is entitled to withdraw from or claim damages for that part of the contract which has become impossible. The claim for damages is restricted to 50% of the order value of that part of the delivery which has become impossible. Any further claims by the customer because of delay, impossibility or non-fulfilment are excluded. Insofar as exclusion of liability is not applicable, the regulating restrictions to liability due to premeditation or gross negligence shall apply accordingly. We are entitled to carry out part deliveries.

7. Right of retention, security rights

We are entitled to hold back performances due to the customer because of own – including conditional or limited – claims, even if there is a lack of connection and/or maturity of one or both claims. The customer agrees that we have a right of lien to all objects belonging to the customer which are in our possession or come into our possession at a later date for any existing or future claims – even if conditional or limited. We are entitled to sell objects of security or lien if the customer does not meet its obligations when due or the customer is overdue with provision or increase in security; we are entitled to sell at our discretion objects and rights conveyed to us as security, particularly also through sale or takeover at the day’s price.

8. Despatch and passing of risk, transport insurance

Risk – including cases of freight-free delivery – passes over to the customer as soon as the consignment has left our works or has been handed over to a third party at our works for transportation. If delivery of goods ready for despatch does not occur for reasons for which we are not responsible, risk passes over to the customer with commencement of readiness for despatch, at the latest with notification thereof. Any agreed assembly of the ordered goods in excess of the delivery has no influence on the point in time of passing of risk. Deliveries will only be insured by us by written agreement. Apart from this, there is also no obligation on our part to take out any cartage insurance/forwarding agent’s insurance.

9. Acceptance

We are entitled to compensation for additional costs incurred and immediate payment if the customer gets into arrears with acceptance – even in the case of any part-deliveries – or does not collect the delivery within the agreed period or a one month deadline from the date of notification of readiness for despatch. In addition to this, we are also entitled to have de delivery stored at the cost and risk of the customer at 2% of the gross order sum per month, or otherwise dispose of the delivery. We reserve the right to prove higher or lower damages. At the end of a subsequent period of grace of 2 weeks to be set by us, we are also entitled to withdraw from the complete contract or parts thereof or demand compensation for non-fulfilment. Lump-sum minimum compensation is 20% of the purchase price excluding value-added tax. We reserve the right to prove higher or lower damages.

10. Reservation of ownership

We reserve the right to ownership of all goods supplied by us until complete payment of all demands arising from the business relationship with the customer. The customer is only entitled to resell, combine, mix, process or change the goods prior to complete payment in the course of proper conduct of business operations. The customer is also obliged to handle with care the goods supplied under reservation of ownership and take out liability insurance (e.g. against damage from fire, water etc.) at own expense. If our goods are being processed with other materials, we automatically acquire part-ownership of the new object to the full new value resulting from processing in relationship of the purchase price of our goods to the total invoice value of all processed goods under reservation of ownership. Insofar as a conveyance is necessary, this is replaced by the customer keeping the new object on our behalf as part of a custody agreement which is agreed herewith. In the event of resale of the goods supplied by us in non-processed or processed state, the customer conveys to us herewith in advance any claims against the third party with all accessory rights. The customer is obliged to provide us with all details necessary for collection thereof and, in the event of payments received for any such resale, to forward to us without delay any outstanding amounts from our supply of goods. We are entitled to give notification of reservation of ownership to the purchaser/third party, who is to be named to us upon demand, and collect payment of the outstanding amount.

11. Tools and special equipment

Special tools and special equipment manufactured by us remain our property even if the costs are entered on the invoice in part or whole. As far as the customer’s tools are concerned which have be placed at our disposal for fulfilment of the order, we are only liable for these in accordance with regulations concerning unpaid custody. If the customer does not collect the tools within 3 months of despatch of a written request to do so or, irrespective of this, if no respective parts are purchased for a period of 5 years, we are entitled to scrap the aforesaid.

12. Guarantee

We will repair or replace any faults occurring within 6 months of delivery and which had already existed at the time of passing of risk under exclusion of any other rights. We are to be given opportunity to do this over a period of 4 months. Any guarantee performance is on condition that the customer inspects the goods immediately and gives notification thereof in accordance with art. 377, 378 Commercial Code (“Handelsgesetzbuch”). Notification of faults must be made within 14 days at the latest, from conveyance in the case of apparent faults and from discovery in the case of hidden faults. The customer has the right to reduction or conversion in the event of a final failure to repair or replace. We are liable for repair work or replacement delivery to the same extent as for the original object delivered, however only up to the end of the guarantee period for the originally delivered object. The customer’s right to assert claims for established faults becomes void in all cases after a period of 3 months from correctly timed complaint. This also applies even if the guarantee period has not ended after the end of 3 months deadline. All guarantee entitlements become void at the end of the 6 months deadline for the guarantee period. We only provide guarantee for appropriate constructional and workshop design, in particular the use of suitable and appropriate materials in accordance with corresponding specifications for such materials and processing in accordance with the general state of technology. We are liable for neither the works suitability of the supplied goods nor for the consequences of any in correct use thereof. In the case of manufacturing to customer’s drawings, our guarantee is only limited to construction according to drawing, whereby the right is reserved to material and production-related alterations. When solving design problems on behalf of the customer, our guarantee is restricted to our construction being suitable for material, production and function and, if agreed, that the calculation and design comply with specified standards. Our liability for products from sub-contractors which we install in our products without any further processing is restricted to a conveyance of any entitlement which we have against such sub-contractors.

13. Liability for customer’s materials, insurance

If the customer places supplied material at our disposal for processing, the customer must insure this against all types of damage at own expense. If his supplied material is damaged or made unusable during processing, we are only liable if the damage was at least the result of gross negligence, however, only to the extent of 10% of the processing value or the extend of the excess of the liability insurance taken out by the customer, however, in this case as well only restricted to a maximum of 10 % of the processing value. Customer’s materials being stored on our premises will only be insured following written agreement. We will only be liable for damage or loss of any such material in this case. The liability is then in accordance with regulations concerning unpaid custody, the extent of which is restricted to the replacement payment of our insurers. We are entitled to convey our insurance entitlements to the owner of the customer’s materials with a debt-discharging effect.

14. Exclusion of liability

Any other customer rights resulting from the direct or indirect consequences of faulty performance, irrespective of the legal grounds (including positive contravention of contract, negligence, termination of contract, unauthorized handling etc.), are excluded, even if these are in connection with customer’s guarantee rights. This also applies in particular for claims for damages because of direct or indirect subsequent damages. In the event of mandatory liability prescribed by legislation, in particular in the event of lacking promised characteristics and inasmuch as we or our agents are responsible for reasons of premeditation or gross negligence, our liability is restricted to 5% of the order value. Any such claims become void, insofar as they occur, 6 months after the occurrence of the event upon which the claim is founded.

15. Assignment and pledging

The assignment of pledging of contractual rights is only effective with our written agreement.

16. Assembly and repair

Assembly and repair is carried out according to our assembly and repair terms and conditions. Our General Terms of Sale und Delivery also apply supplementary to this.

17. Place of performance, court of jurisdiction, applicable law

Linsengericht is the place of performance for all contractual performances. The court of jurisdiction is Hanau for all litigation about or arising from the agreement including suits in respect of bills and cheques. We are entitled, however, to take legal action at any other legal venue. If any of the individual provisions of these terms or contractual agreements are found to be invalid, it shall have no effect on the validity of the remaining provisions. German law applies under exclusion of the uniform law on sale of goods.