Terms and Conditions of Delivery and Payment of MMC Hartmetall GmbH

1. Relevant Provision
   These conditions in their respective version apply to all offers, order confirmations, deliveries and services provided by MMC Hartmetall GmbH (in the following “MMC Hartmetall” or “we”) to entrepreneurs in the sense of §§ 14, 310 (1) of the German Civil Code. These Terms and Conditions also apply to all future business relations, even if they are not expressly agreed upon once again. Counter confirmations by the purchaser referring to its Terms and Conditions or Purchase Conditions are hereby expressly objected to. Deviations from these conditions are only valid when we confirm those in writing.
2. Conditions of Goods
   Our offers are not binding. In principle, only the manufacturer’s product description shall be deemed as agreed as the character of the goods. Public statements, praise, or advertising by the manufacturer, in comparison, do not constitute any product-related character of the goods. Any weight information stated is only approximate and is not binding. The dimensions and construction measurements of norm tools correspond to the norms applicable at the point in time of the publication. We hereby reserve the right to adjustment to a later standardization, which might deviate from the previous one.
3. Technical Changes
   We reserve the right to perform technical modifications to our tools in the course of further technical developments.
4. Offer / Conclusion of contract
   a) Our offers and quotations are non-binding, unless we expressly confirm their validity in written form.
   b) The conclusion of contracts comes off by our written confirmation or execution of order.
   c) In case of customized products, the technical drawing provided by us and confirmed by the purchaser serves as contract basis.
   d) In case of falling below our minimum order value amounting to EUR 100 net, we reserve the right to raise a handling fee amounting to EUR 25 net.
5. Partial-/ Increased-or Reduced Delivery
   For our complete product range we reserve the right for partial deliveries. For non-stock standard products deliveries of increased or reduced quantity are permissible up to 10%, for production reasons.
6. Delivery Dates and Deadlines
   Delivery dates or delivery deadlines are counted from the confirmation date. They can be agreed upon in writing, binding and non-binding. The delivery obligation is subject to the condition of undisturbed production; in the event of unforeseen impediments of any kind, particularly strike, lock-out, business disruption, delays in delivery of raw materials, the delivery period shall be extended by an appropriate extent. Delivery periods are extended to the extent that the purchaser is in default with its obligations to us. Claims due to delivery default are limited to cases of gross negligence or intentional behavior.
7. Call Order
   A Call Order is a binding order with an agreed delivery period of maximum 12 months, an agreed order quantity and fixed prices but principally without concretely agreed delivery dates. The scheduling of the deliveries is within the discretion of the purchaser. The delivery period starts with order entry. In case the delivery period is finished, and the purchaser did not take over the agreed quantity during the delivery period, we reserve us the right to deliver and invoice residual quantity to the purchaser, after prior written notice.
8. Procurement Risk
   All consignments are at the purchaser’s risk and for its account (FCA – Our warehouse, Incoterms 2020). In the absence of instructions to the contrary, we determine the carrier and hauler.
9. Liability of Defects & Obligation to Report
   We are only liable for defects as follows:
   a) The purchaser’s claims for defects shall become statute-barred within 12 months reckoned from the statutory commencement of the limitation period.
   b) The purchaser is obliged to inspect the received goods without undue delay after their arrival as to quantity, defects and warranted characteristics. Obvious defects are to be notified to us in writing without undue delay, at the latest 2 weeks after receipt of goods. Otherwise, the making of a defect liability claim is excluded. Defects in the goods, which cannot be discovered during careful inspection within that period are to be notified to us in writing without undue delay after discovery.
   c) The purchaser is obliged to give us the time and opportunity necessary, according to reasonable discretion, for defect removal, particularly to make available the rejected item or sample thereof, otherwise, the guarantees cease to exist.
   d) If the purchaser chooses rescission of contract due to defect in title or quality after failed subsequent performance, then the purchaser shall not be entitled to any compensation claim due to the defect. If the purchaser chooses compensation after failed subsequent performance, then the goods shall remain with the purchaser, if this is reasonable for him. This does not apply if we maliciously caused the breach of contract. The limitation of liability does not apply to any damages caused by infringement of life, body, or health, which are based on negligent or willful breach of duty by us, our legal representatives or our vicarious agents.
   e) Liability for any consequences arising from any alterations or repair work undertaken improperly on the part of the purchaser or third parties is nullified.
   f) Defect liability for replacement deliveries and replacement services amounts to 12 months also, calculated from transfer of risk. This does not apply if liability due to intentional behavior is involved, if the seller fraudulently concealed the defect, or a guarantee regarding the character of the item was given. It runs as long as and insofar as we ourselves are entitled to corresponding defect liability claim against our upstream suppliers. The period of defect liability is extended by the duration of business interruption, which occurs due to the fact that deliveries and replacement services become necessary for those parts, which cannot be appropriately operated or used due to the interruption. For any defects out of infringement of life, body or health based on negligent or willful breach of duty by us, our legal representatives, or our vicarious agents the legally defined statutory limitation is valid for the liability of defects as well.
   
10. Liability
    Our liability is exclusively in accordance with the agreements entered into in the foregoing section. Compensation claims of the purchaser arising out of fault when the contract was entered into, other breaches of obligation, as well as tort claims for compensation of property damage are hereby excluded, unless they are based on intentional behavior or gross negligence by us or one of our vicarious agents or ordinary negligence by us, if the ordinary negligence concerns the infringement of such contract obligations, where the compliance for achievement of contract purpose is of great importance and the purchaser can faith in compliance. Our mandatory liability towards the purchaser pursuant to the Product Liability Act and under guarantees shall remain unaffected by the foregoing limitation of liability. Furthermore, the limitations of liability shall not apply in the case of personal injury or damage to health attributable to us, or for loss of the purchaser’s life.
11. Retention of Title
    Our deliveries exclusively take place subject to retention of title. Ownership is only transferred to the purchaser when it has settled all of its debts – including those arising in the future – arising out of our deliveries. This also applies even if the purchase price is paid for particular deliveries of goods as specified by the purchaser. In the case of an ongoing account, the securities also serve as security of our account balance claims. The purchaser is entitled to utilize the delivered goods in the framework of its production or to sell them as part of its usual business dealings. Pledging or security transfer is forbidden. The purchaser is obliged to inform us without undue delay of a pledging or any other impairment of our rights, and to bear all of the costs arising thereby or to reimburse us for the costs. Claims to which the purchaser becomes entitled during the period of our retention of title out of an onward sale to third parties shall be transferred to us, without special assignment declaration. The purchaser shall remain entitled until revocation to collect the assigned claims itself. We shall only revoke this authorization if the purchaser behaves in a contract-breaching manner or is in default of payment. The purchaser undertakes to preserve the goods with the care of a proper businessperson against deterioration, diminution or loss. In the event of contract-breaching behavior by the purchaser, particularly default of payment, we are entitled to take the purchase item back. The purchaser is obliged to tolerate the seizure and to allow entry onto its Office and business premises for that purpose. If we take the purchase item back this does not constitute any rescission from contract, unless we have expressly declared this in writing. The purchaser has to bear the costs of seizure. If the retention of title or the assignment is not valid pursuant to the law in whose area the item is located, then the security corresponding to right of retention or assignment in this area shall be deemed to be agreed upon. If the purchaser’s cooperation is necessary for that, then it shall be obliged to take all measures, which are necessary for the establishment and maintenance of such right. We hereby undertake to release the securities to which we are entitled upon request by the purchaser to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%. 
12. Return
    The return and exchange of goods is only possible upon consultation and within 30 days after receipt. All relevant documents have to be attached to the returns (i.e. order number, invoice number, delivery date, reasons for the return and the return sheet prepared by us). Return and exchange is only acceptable in case of stock standard products and if those products are returned in a perfect condition (new condition), enclosed in the original, unopened packing and if the return is paid in advance. We reserve the right to raise a handling fee up to 15% of the net purchase price. The minimum handling fee for all returns and exchanges is 25€ net.
13. Packaging return
    Packaging return: In accordance with Section 15 (1) of the German Packaging Act (VerpackG), in order to reduce the impact of packaging waste on the environment, we are obliged to take back non-licensed packaging from the purchaser. This includes shipping, sales and outer packaging that does not normally arise as waste from private end consumers. Our obligation to take back exclusively concerns used, completely emptied packaging of the same type, shape and size as that which we put into circulation. The place of return is MHG's place of business. The cost of transportation to the place of return shall be borne by the Purchaser. In the context of recurring deliveries, the return can also take place with one of the next deliveries. Please direct return requests to Esta dirección de correo electrónico está siendo protegida contra los robots de spam. Necesita tener JavaScript habilitado para poder verlo..
14. Solvency
    If after entry into contract doubts arise about the purchaser’s solvency or willingness to pay, then we can refuse to carry out the services until payment is made or security for the payment is guaranteed.
15. Prices
    The prices are basic prices excluding VAT and shipping costs. Unless agreed otherwise the prices are based on the respective valid pricelist at the time of order. If after entry into contract the item is burdened with increased or additional duties or ancillary costs separately detailed in the contract, then we are entitled to charge the purchaser accordingly. The same applies to the alteration of shipping and handling costs, insofar as they are not to be borne by us due to special agreement.
16. Special Rates
    One-time special rates are only granted in case of purchase of full quantity of all items and quantities enlisted in the respective quotation.
17. Payment
    Payment has to be conducted within 10 days with 2% discount or within 30 days net. The purchaser bears all bank charges which come into existence by payment of our invoice.
18. Default of Payment
    If the purchaser is in default of payment, then we shall be entitled to charge interest in the amount of 9% above the respective federal bank discount rate (§ 247 BGB) from the pertinent point in time insofar as we do not provide evidence that a higher amount of loss arose.
19. Withholding of Payments and Right of Retention
    The purchaser shall only be entitled to set off or retention with regards to claims which are undisputed, or which have been recognized by declaratory judgment.
20. Confidentiality
    Drawings and sketches provided by us must not be handed over to a third party, without our approval.
21. Intellectual property
    a) All rights related to goods names, brands, patents, and inventions irrespective of being registered or not are reserved by us as a seller or rather by the manufacturer of the goods.
    b) We reserve all property rights, copyrights and other trademark rights related to images, calculations, drawings as well as other documents. This does not apply to any images, calculations, drawings, and other documents originated from the purchaser.
    c) The record retention period for tools which can be used for the production of trading goods expires at the latest two years after shipment to the purchaser.
    d) The purchaser warrants that items produced and delivered based on its specifications do not infringe any proprietary rights of third parties. Forms, molds and other equipment remain our property even if the purchaser has been charged for related costs.
    e) It is not permitted to make drawings and other documents accessible to third parties. They have to be returned immediately on our demand or in case the order was not placed with us.
    f) All images, drawings, molds and patterns sent in will be returned to the purchaser if desired. We are allowed to destroy these three months after quotation, if the order was not placed with us, in all other cases six months after invoicing.
22. Data processing
    We collect, process, and use customer data for the objective of contract processing in accordance with the respective valid data protection guidelines. Moreover, we use your data in order to send information about our offers and products by letter. You are entitled to withdraw your consent or object to the promotional use of your personal data towards MMC Hartmetall GmbH at any time by using the below mentioned contact details. Further information on data protection in accordance with Art. 13 GDPR can be found in our privacy policy, which can be accessed via the following link:
    https://www.mmc-hardmetal.com/eu/bp-privacy-policy
23. Jurisdiction
    The place of jurisdiction is at the registered office of our company (place of performance).
24. Miscellaneous Provision
    a) The law of the Federal Republic of Germany is applicable; the applicability of CISG is excluded.
    b) Should a provision of these terms and conditions be or become invalid or unfeasible, then this shall not affect the validity of the rest of the terms and conditions. In substitution of the invalid or unfeasible provision those valid and feasible shall be set, whose effect comes nearest the economic objective, which the contract parties objected with the invalid or unfeasible provision. The aforementioned regulation applies respectively in case a specific scope of the present terms and conditions should be incomplete.
    c) The most recent version of these terms and conditions can be found at www.mmc-hardmetal.com/eu/gtc. The German version (to be found at: www.mmc-hardmetal.com/de/agb) shall prevail before this English version, which is to be regarded as a courtesy translation.

Effective from 10/2023

MMC Hartmetall GmbH
Comeniusstraße 2 | 40670 Meerbusch, Deutschland
AG Neuss, HRB 4806 Neuss
Telefon: +49 2159 9189 0 | Telefax: +49 2159 9189 66
Email: Esta dirección de correo electrónico está siendo protegida contra los robots de spam. Necesita tener JavaScript habilitado para poder verlo. | Internet: www.mitsubishicarbide.com