Conditions

TERMS OF SERVICE
ON THE PROVISION OF PURCHASING WORKS OF SIGRIST METALLVEREDELUNG GMBH

 

1. Scope

  1. These general terms and conditions for the provision of contract manufacturing work (hereinafter referred to as "General Terms and Conditions") apply to all commercial business transactions between Sigrist Metallveredelung GmbH (hereinafter referred to as "Sigrist") and the customer (entrepreneur, legal entity under public law or public law). legal special assets within the meaning of § 310 BGB), even if they are not mentioned in subsequent contracts. They apply equally to purchase, work and services. In place of the acceptance of the delivered products, the acceptance takes place in the case of advertising performances and the receipt of the service for services.

  2. Conflicting, additional or deviating from these General Terms and Conditions of the client shall not become part of the contract, unless Sigrist has given its approval in writing. These general terms and conditions also apply if Sigrist unconditionally carries out a service to the client with knowledge of its conflicting, additional or deviating conditions.

  3. Additional or divergent agreements to these General Terms and Conditions, which are made between Sigrist and the client to execute a contract, must be set out in writing in the contract. This also applies to the cancellation of this written form requirement.

  4. Rights that Sigrist is entitled to according to the statutory provisions or other agreements beyond these General Terms and Conditions shall remain unaffected.

2. Conclusion of contract

  1. Offers from Sigrist are non-binding.

  2. Performance data, other information as well as other descriptions of the services from the documents belonging to the offer are only approximate, unless they are written in writing as binding. They do not constitute an agreement or guarantee of a corresponding quality of the services.

  3. Sigrist reserves all ownership, copyright and other proprietary rights to all offer documents. Such documents may not be made accessible to third parties.

  4. An order becomes binding only if it has been confirmed by Sigrist by a written order confirmation or if Sigrist carries out the order, in particular Sigrist complies with the order by providing the service. An order confirmation created with the help of automatic devices, in which signature and name reproduction are missing, shall be deemed as written. The silence of Sigrist on offers, orders, orders, requests or other declarations of the client is only valid as consent, if this was previously agreed in writing. Insofar as the order confirmation contains obvious errors, typographical errors or errors in the calculation, it is not binding on Sigrist.

  5. If the client submits an application for the opening of insolvency or similar proceedings concerning his own assets or if the justified request of a third party to open insolvency or similar proceedings concerning the client's assets is rejected due to a lack of assets, Sigrist shall be entitled to or partially withdraw from the contract.

3. Subject of the contract, workpieces

  1. Sigrist processes parts that Sigrist makes available in sufficient quantities, including an additional charge for rejects (hereinafter referred to as "workpieces").

  2. The client shall deliver the workpieces to be processed by Sigrist at his own expense and risk in sufficient quantity, including a surcharge for rejects, to the delivery address specified by Sigrist. Deliveries can only be made on weekdays during normal business hours from Monday to Thursday from 7:00 to 15:00 and on Fridays from 7:00 to 12:00. The client exempts Sigrist from all claims asserted by third parties for deliveries outside of these times, unless the client is not responsible for the delivery outside normal business hours. Sigrist does not carry out any incoming goods inspection with regard to the delivered workpieces.

  3. Any excess workpieces and rejects will be collected by Sigrist immediately upon request by Sigrist at its own expense and risk at Sigrist.

4.  Processing of the workpieces, initial samples

  1. Sigrist processes the workpieces according to the individual specifications of the client and makes the machined workpieces available to the client after processing (hereinafter referred to as "end products").

  2. The client must inform Sigrist in writing and in due time in writing and hand over all necessary and necessary information for the contractual processing.

  3. Insofar as an initial sample inspection has been agreed in individual cases, Sigrist and the customer shall carry out sampling in accordance with the agreement prior to the first processing of the workpieces. The client releases the initial samples without delay after submission by Sigrist. The written approval is the same if the client Sigrist after the submission of the first sample further workpieces available or performs other acts that Sigrist can legitimately understand as release. Upon receipt of the written approval, Sigrist will process the remaining workpieces in accordance with the approval model.

  4. Incidentally, the written order confirmation from Sigrist is decisive for the extent of Sigrist's services, unless the client provides Sigrist with a sufficient number of workpieces. In this case, the duty of Sigrist to process the workpieces is limited to the workpieces provided by the client. Changes to the scope of services by the client require the written confirmation of Sigrist to be effective.

5. Committee

  1. When processing the workpieces, a production-related committee is responsible. The quota of the production-related committee is 5% of the workpieces to be processed, unless another quota has been agreed.

  2. The client can not assert any claims against Sigrist because of the production-related committee.

  3. The client will immediately scrap the reject parts after collection from Sigrist, in particular the client will not use the reject parts.

6. Collection of the end products, specifications for the final products

  1. Unless otherwise agreed in writing in individual cases, the customer shall collect the final products at the customer's own expense and risk at the own expense and risk during normal business hours from Monday to Thursday from 7:00 to 15:00 and on Fridays from 7:00 : 00 to 12:00 o'clock.

  2. Sigrist is entitled to demand the collection in parts.

  3. In particular, the client observes the specifications, notes, guidelines and conditions in the documents and on the Internet at www.sigrist.de for the materials and services used by Sigrist.

7. Performance time

  1. The agreement of service deadlines and dates must be in writing. Delivery deadlines and dates are non-binding unless they have been previously designated by Sigrist in writing as binding.

  2. The period of performance begins with the dispatch of the order confirmation or in the case of an initial sample inspection with receipt of the written approval of the initial samples by the customer, but not before the complete delivery of the workpieces, the complete provision of the documents and approvals to be procured by the customer Clarification of all technical questions as well as the receipt of an agreed down payment or, in the case of a foreign transaction, upon receipt of the full payment. In the case of a performance date, if the client does not release the initial samples in writing or does not deliver all the workpieces in full, does not provide the documents and permits to be procured by him in due time, the performance date shall not be postponed in a timely manner have been fully clarified or the agreed down payment or, in the case of a foreign transaction, the entire payment is not fully received by Sigrist. The observance of the performance period requires the timely and proper fulfillment of the other obligations of the client.

  1. The service period is adhered to if Sigrist has notified the client of the readiness to pick up the end products until the expiry of the agreed period of performance. Insofar as it has been agreed in individual cases that Sigrist will deliver the end products to the client, the service period is adhered to if the end products leave the factory until they expire. The adherence to the performance period is subject to the proviso of timely and proper self-supply by Sigrist.

  2. In the event of a default in performance, the client is entitled to rescind the contract after fruitless expiration of a reasonable period of grace, which he has set Sigrist after the default in performance.

8. Transfer of risk, default of acceptance

  1. The risk of accidental loss and accidental deterioration passes to the client with the indication of readiness to pick up. Otherwise, the risk of accidental loss and accidental deterioration shall pass to the customer as soon as the end products are handed over to the person performing the transport or leave the factory of Sigrist for the purpose of dispatch. Sentences 1 and 2 also apply if the collection takes place in parts or Sigrist has taken over additional services, such as transport costs.

  2. If the client is in default of acceptance, Sigrist may demand compensation for the damage incurred, including any additional expenses. The same applies if the client violates other obligations to co-operate, unless the client is not responsible for the breach of other obligations to co-operate. The risk of accidental loss or accidental deterioration of the end products is transferred to the client at the latest at the time when he is in default of acceptance.

  1. If shipping is delayed as a result of circumstances for which Sigrist is not responsible, the risk passes to the customer upon notification of readiness for shipment.

  2. End products are to be accepted by the client without prejudice to his claims for defects even if they have insignificant defects.

9. Prices and payment

  1. Unless otherwise agreed, the prices are ex works and do not include any shipping, packaging, insurance, legal taxes, customs duties or other charges. The costs incurred by Sigrist will be invoiced separately. The statutory value added tax is shown separately in the invoice in the statutory amount valid on the day of invoicing.

  2. Orders for which fixed prices are not expressly agreed shall be charged at the list prices applicable on the day the end products are released by Sigrist. The entry of the list price valid on the day of the order into an order or an order confirmation shall not be considered an agreement of a fixed price. If precious metal is used for the provision of services, Sigrist will indicate the weight of the precious metal required for the order and the daily price valid on the day of the order. If the daily price for the respective precious metal on the Frankfurt Stock Exchange changes on the day the end products are delivered in comparison to the day price, the price of the precious metal specified in the order will change, taking into account the respective value Weight and price change for the respective precious metal.

  3. In the absence of special agreement, the price is to be paid net immediately from the invoice date. The day of payment is the day on which Sigrist can dispose of the price. In the event of late payment, the client has default interest in the amount of 9% points above the respective base interest rate p.a. to pay. Further claims of Sigrist remain unaffected.

  4. In the case of foreign transactions, the payment is made deviating from paragraph 3 prior to delivery, unless otherwise agreed in writing beforehand.

10. Inspection and complaint obligations, acceptance and claims for defects

  1. The customer's warranty rights presuppose that the client checks the end products in relation to the processing by Sigrist upon receipt, as far as reasonably possible by trial processing or trial use, and informs Sigrist in writing of any obvious defects immediately, at the latest two weeks after receipt of the end products Has. The acceptance of the final products may be express or conclusive, in particular by using the final products. If the customer Sigrist has not indicated any defects, the final products shall be deemed to have been accepted two weeks after receipt of the end products. Hidden defects with regard to processing must be reported in writing to Sigrist immediately after their discovery. The client must describe the defects in writing to Sigrist. The claims of the client for defects also require that the specifications, notes, guidelines and conditions in the documents and in the internet at www.sigrist.de are adhered to for the individual end products.

  2. In the event of defects in the end products, Sigrist is entitled, at its discretion, to supplementary performance by rectifying the defect or processing other workpieces. In the event of subsequent performance, Sigrist shall be obliged to bear all expenses incurred for the purpose of supplementary performance, in particular transport, travel, labor and material costs, provided these are not increased by the end products being moved to a place other than the delivery address. the. Personnel and material costs claimed by the client in this context must be calculated on a cost basis. If the subsequent performance is due to the reworking of other workpieces, the customer, Sigrist, will make the necessary workpieces available on time and in sufficient quantities.

  3. If Sigrist is not willing or able to remedy the defect, the client may, without prejudice to any claim for damages or reimbursement of expenses, withdraw from the contract or reduce the price. The same applies if supplementary performance fails, if the customer is unacceptable or delays beyond reasonable time limits for reasons for which Sigrist is responsible.

  1. Defects due to natural wear and tear, in particular wear parts, improper handling, assembly, use or storage or improperly executed changes or repairs of the end products by the customer or third parties do not give rise to any claims for defects. The same applies to defects attributable to the customer or which are due to a technical cause other than the original defect. For defects on the workpieces are also no claims for defects.

  2. Claims by the client for reimbursement of expenses instead of damages instead of performance are excluded unless the expenses would have made a reasonable third party.

  3. Claims by the client for reimbursement of expenses instead of damages instead of performance are excluded unless the expenses would have made a reasonable third party.

  4. The period of limitation for claims for defects of the client is one year. If the end products have been used for a building in accordance with their customary use and have caused its defectiveness or if it is a defect in a building or work whose success is in the provision of planning or monitoring services, the limitation period is five years. It also applies to tort claims based on a defect in the final product. The period of limitation begins with the delivery of the end products. The limitation period does not apply to the unlimited liability of Sigrist for damages resulting from a breach of a guarantee or from injury to life, limb or health, for intent and gross negligence and for product defects. An opinion by Sigrist on a defect claim asserted by the client is not to be regarded as entering into negotiations on the claim or the circumstances giving rise to the claim, provided that the defect claim is fully rejected by Sigrist.

11. Liability of Sigrist

  1. Sigrist is liable without limitation for damages resulting from a breach of a guarantee or injury to life, body or health. The same applies to intent and gross negligence. Sigrist is liable for slight negligence only if essential obligations are violated which arise from the nature of the contract and which are of particular importance for the purpose of the contract. In the event of a breach of such obligations, delay and impossibility, Sigrist's liability shall be limited to such damages as may typically be expected to arise within the scope of this contract. Compulsory legal liability for product defects remains unaffected.

  2. Insofar as the liability of Sigrist is excluded or limited, this also applies to the personal liability of employees, employees, employees, representatives and vicarious agents of Sigrist.

12. Force majeure

  1. If Sigrist is prevented from performing its contractual obligations, in particular the provision of services, by force majeure, Sigrist will be released from the obligation to perform for the duration of the obstacle and a reasonable start-up period, without being obliged to pay damages to the client. The same applies if Sigrist makes the fulfillment of his duties unreasonably difficult or temporarily impossible due to unforeseeable circumstances for which Sigrist is not responsible, in particular through labor disputes, official measures, lack of energy, delivery obstacles at a supplier or major business interruptions. This also applies if these circumstances occur with a subcontractor. This also applies if Sigrist is already late. As far as Sigrist is released from the obligation to pay, Sigrist grants any additional services rendered by the client.

  2. Sigrist is entitled to withdraw from the contract after a reasonable period has elapsed, if such an obstacle persists for more than four months and Sigrist no longer has any interest in fulfilling the contract as a result of the obstacle. At the request of the client, Sigrist will declare after expiry of the period whether it will exercise its right of withdrawal or render the services within a reasonable period of time.

13. Retention of title

  1. The delivered end products remain the property of Sigrist until full payment of the price and all claims that Sigrist is entitled to from the business relationship with the customer. The customer is obligated to treat the end products subject to retention of title with care for the duration of the retention of title. In particular, he is obliged to adequately insure the end products at his own expense against fire, water and theft damage at replacement value. The client has to prove the conclusion of the insurance on request of Sigrist. The client assigns Sigrist all compensation claims from this insurance. Sigrist hereby accepts the assignment. If the assignment is not permitted, the client hereby instructs the insurer to make any payments only to Sigrist. Further claims of Sigrist remain unaffected.
    A sale of the end product subject to retention of title is only permitted to the client within the framework of the ordinary course of business. The client is not entitled to pledge the end products subject to retention of title, to transfer them for security or to make any other dispositions which endanger the property of Sigrist. In the event of seizure or other interference by third parties, the client must notify Sigrist in writing without delay and provide all necessary information, inform the third party of the property rights of Sigrist and cooperate in Sigrist's measures to protect the end products under retention of title , Insofar as the third party is unable to reimburse Sigrist the court and out-of-court costs for enforcing the property rights of Sigrist, the client is obliged to compensate Sigrist for the resulting loss, unless the client is not responsible for the breach of duty represented.
  1. The customer hereby assigns to Sigrist the claims arising from the resale of the final products with all ancillary rights, irrespective of whether the end products subject to retention of title are resold without or after processing. Sigrist already accepts this assignment. If an assignment should not be permitted, the client hereby instructs the third-party debtor to make any payments only to Sigrist. The client is revocably authorized to collect the claims assigned to Sigrist on behalf of Sigrist in his own name. The amounts collected must be transferred to Sigrist without delay. Sigrist may revoke the authority to collect debts of the principal and the authorization of the client for resale for good cause, in particular if the client does not duly fulfill its payment obligations to Sigrist, falls into arrears, stops its payments or if the opening of insolvency proceedings or a similar procedure for debt settlement on the client's assets is requested by the client or the substantiated request by a third party to open insolvency proceedings or a comparable debt settlement procedure for the client's assets is rejected for lack of assets. In the case of a blanket assignment by the client, the claims assigned to Sigrist shall be expressly excluded.

  2. At the request of Sigrist, the client is obliged to inform the third party debtor of the assignment without delay and to provide Sigrist with the information and documents required for collection.

  1. In the event of breach of contract, in particular default of payment by the client, Sigrist shall be entitled, without prejudice to its other rights, to withdraw from the contract after expiry of a reasonable grace period set by Sigrist. The client must grant Sigrist or his representative immediate access to the end products subject to retention of title and release them. After timely notification, Sigrist may otherwise utilize the end products subject to retention of title for the satisfaction of its due claims against the client.
  2. The processing or transformation of the final products subject to retention of title by the client is always carried out for Sigrist. The client's right of recourse to the finished product subject to retention of title continues with the processed or modified item. If the end products are processed or modified with other items not belonging to Sigrist, Sigrist acquires co-ownership of the new item in proportion of the value of the delivered end products to the other processed items at the time of processing or reshaping. The same applies if the end products are combined or mixed with other items that do not belong to Sigrist so that Sigrist loses his full title. The client keeps the new things for Sigrist. Incidentally, the same provisions apply to the item resulting from processing or transformation as well as combination or mixing as for the final products subject to retention of title.

  3. Sigrist is obligated, at the request of the client, to release the securities due to Sigrist insofar as the realizable value of the securities, taking into account customary valuation haircuts, exceeds the claims of Sigrist from the business relationship with the customer by more than 10%. The valuation is based on the invoice value of the end products subject to retention of title and the nominal value of receivables. The selection of the items to be released is the responsibility of Sigrist.

  4. For deliveries to other jurisdictions in which this reservation of proprietary rights does not have the same security effect as in the Federal Republic of Germany, the customer hereby grants Sigrist a corresponding security interest. If further measures are required for this, the client will do everything in his power to give Sigrist such a security right immediately. The client will participate in all measures that are necessary and beneficial for the effectiveness and enforceability of such security interests.

14. Confidentiality

  1. The parties are obliged to keep confidential all information that becomes accessible to them or that are identifiable as business or trade secrets in other circumstances and that they do not record, unless required for the business relationship to pass on or to use.

  2. The parties will ensure, through appropriate contractual arrangements with their employees and agents, that they also refrain, for an indefinite period, from any use, disclosure or unauthorized recording of such trade and business secrets.

  3. The obligation to maintain secrecy shall cease to apply insofar as the information was demonstrably known prior to commencement of the supply relationship, generally known or generally accessible, generally known or accessible without fault of the receiving party or must be passed on by legal or enforceable judicial or administrative order. The burden of proof is on the party that invokes it.

15. Final provisions

  1. The transfer of rights and obligations of the client to third parties is only possible with the prior written consent of Sigrist.

  2. Counterclaims of the customer entitle him to offset only if they have been legally established or are undisputed. The customer can only assert a right of retention if his counterclaim is based on the same contractual relationship.
    The legal relationship between the customer and Sigrist shall be governed by the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  1. The exclusive place of jurisdiction for all disputes arising from the business relationship between Sigrist and the client is the headquarters of Sigrist. Sigrist is also entitled to bring legal action at the principal's domicile as well as at any other permissible place of jurisdiction.

  2. Place of performance for all services of the client and of Sigrist is the registered office of Sigrist.

  3. The contract language is German.

  4. Should any provision of these Terms and Conditions be or become wholly or partially invalid or unenforceable, or should there be a loophole in these Terms and Conditions, this shall not affect the validity of the remaining provisions. In place of the ineffective or unenforceable provision, the valid or enforceable provision shall be deemed to have been agreed which most closely approximates the purpose of the invalid or unenforceable provision. In the event of a gap, the provision that corresponds to what would have been agreed in accordance with the purpose of these General Terms and Conditions shall be deemed to have been agreed, provided that the Contracting Parties had considered the matter from the outset.