General Terms and Conditions
Murtfeldt Kunststoffe GmbH & Co. KG
Murtfeldt Kunststoffe GmbH & Co. KG
Our general terms and conditions have exclusive validity; we cannot recognize any conditions of business that conflict with or deviate from our sales conditions unless we expressly agree to their validity beforehand. Our sales conditions also apply if we effect the delivery to the ordering party without reservation with knowledge of conflicting or deviating conditions on the part of the ordering party.
Our general terms and conditions only apply to companies as defined in § 310 Paragraph 1 BGB and for all future transactions between the contract parties.
Our quotation is non-binding; our contractual obligation comes into force only when our written order confirmation is received.
Our prices are ex works and do not include packaging. Packaging will be invoiced separately. Our prices as stated in quotations and order confirmations are net prices. Should taxes or fees pertaining to goods traffic (for example, customs duty, transportation charges, or duties) be increased or reduced following the conclusion of the contract, we are entitled to make the required price modifications if the cost changes could not be foreseen at the time when the contract was concluded. This also applies to unpredictable increases in agreed salaries and unpredictable price changes for goods from upstream suppliers that are imposed following the conclusion of the contract.
4.1 The customer is prohibited from having components manufactured by the contractor which breach third party rights, in particular copyright, trademark rights, utility samples or patent rights, other statutory or official regulations, such as § 17 of the German Fair Trade Practices Act - UWG (breach of business and operating secrets), § 204 of the German Criminal Code - StGB (use of third party secrets) or which otherwise breach the principles of good faith. In particular, this relates to components which breach § 130 of the German Criminal Code - StGB (incitement to hatred) or § 86a of the German Criminal Code - StGB (using symbols of unconstitutional organisations), which could be used for the creation of weapons or which can be considered as such. We expressly distance ourselves from such behaviour.
4.2 In case of a breach by the customer of its obligations under section 4.1 above, we can suspend the manufacturing and delivery of the part in full or in part, temporarily or finally and/or rescind the contract. When selecting the measure to be taken, we will also take the interests of the customer into account, in particular also the type and scope of the breach of obligation. In such a case, it is not necessary for us to check to what extent the alleged breach of rights is justified, rather a justified suspicion (for example notification by a third party) will suffice. Only when it is finally apparent that no breach of rights by the customer is present will we continue to carry out the order, without damages claims being able to be brought against us in such a case.
4.3 We will immediately inform the customer of any suspension in accordance with number 4.2 and ask the customer to make a statement.
4.4 The customer shall release us from all claims which are brought against us by a third party due to a breach of the obligations of the customer in accordance with number 4.1
Our invoices are due within 30 days of the invoice date, net and without deduction. If the ordering party defaults upon payment, we are entitled to demand interest on late payments at a rate of 8% above the relevant base lending rate. With appropriate documented evidence, we are also entitled to assert our claim to damages caused by delay that are greater than this amount.
Payment using bills of exchange is only permitted by express agreement. Bills of exchange and cheques are only accepted on account of performance. If payment is made by cheque or bill of exchange, the ordering party must pay the note/discount charges.
The ordering party is only entitled to set-off claims if the counterclaims of the ordering party are determined to be legally binding, are undisputed, or are recognized by us. The ordering party is only entitled to exercise right of retention in cases where the counterclaim of the ordering party relates to the same contractual relationship.
We are entitled to settle against receivables owed to us from the ordering party even if our receivables are not yet due. In such cases, we will compensate the ordering party by paying an interest margin of 5% per year. Different types of payment (in cash by one party and by bill of exchange by the other party) do not preclude the entitlement to set-off.
In the case of payment default or if there are justified doubts about the solvency or credit standing of the purchaser we - without prejudice to our other rights - are entitled to demand securities or advance payments for outstanding payments and to enforce the immediate maturity of all receivables resulting from the business relationship. Should the purchaser refuse to provide security or not make advance payment following the issue of a warning, we are entitled to decide whether to withdraw from the contract or demand damages for non-fulfillment of the contract by the purchaser.
Delivery terms are stated as weekly or daily dates. The delivery term is considered to have been met if, by the time of expiration of the term, we have communicated readiness for shipment or if the delivery items have left our plant. If design documents, models, samples, or similar are required to enable the execution of the contract, the delivery term begins when we receive them.
The delivery term shall be extended in the case of industrial action - particularly if there is a strike or lockout - and if unforeseeable obstacles that are outside our sphere of influence occur, including shutdowns or delays in the delivery of important materials where such obstacles can be proven to have a significant influence on our ability to deliver the delivery items. The delivery period shall be extended in accordance with the duration of the measures and obstacles. Should delays resulting from such events exceed six weeks, both parties are entitled to withdraw from the contract with regard to the affected delivery items. There is no entitlement to further claims.
We are not obliged to deliver if the purchaser is in arrears with regard to an account payable.
The ordering party is entitled to demand flat-rate compensation for damages caused by delay to the amount of 1% of the value of the delivery and to a maximum of 5% of the value of the delivery from the second week of a delay caused by us. The supplier reserves the right to prove to the ordering party that no - or only negligible - damages have been incurred as a result of failure to deliver. Should the ordering party - after we have fallen behind on the delivery schedule - set an appropriate period for delivery with a threat of rejection of the items should this period not be observed, the ordering party is entitled to withdraw from the contract should this period of grace expire without delivery of the items.
Should the ordering party be in default of acceptance or otherwise infringe upon his obligation to co-operate, we are entitled to demand compensation for damages incurred, including any additional expenditure. In this case, the risk of accidental loss or the accidental deterioration in the state of the objects of sale passes to the ordering party at the point at which the ordering party becomes in default of acceptance.
The scope of supply is determined by our written order confirmation. We reserve the right to over-deliver or under-deliver to the amount of 10% of the ordered quantity.
Unless otherwise stipulated in the order confirmation, delivery is ex works. This is also the case if we take care of transport.
The delivered goods remain our property until complete payment of all receivables - including receivables that come into being in the future and for whatever legal ground - is made in full. This is also the case if individual or all receivables are included in a current account and the balance is drawn on and accepted.
The purchaser is entitled to resell the goods subject to retention of title during the proper course of business. This entitlement can be revoked should the ordering party fail to fulfill his contractual obligations. In case of contract violations - and in particular in the case of default of payment - we are entitled to withdraw from the contract according to the applicable law and to take back the goods as a consequence of the retention of title and the withdrawal.
In the case that the goods have been resold, however, the ordering party shall cede all receivables to the amount of the purchase price agreed between us and the ordering party, including VAT, that the ordering party has accrued through the resale regardless of whether the delivery items were sold with or without further processing. The ordering party remains authorized to collect receivables until the authorization to do so is withdrawn.
This does not affect our entitlement to collect the receivables ourselves. However, we undertake not to collect receivables unless the ordering party is in default of payment. If, however, the ordering party is in default of payment, we can demand that the ordering party provide a list of accrued receivables and debtors as well as all information required to collect the receivables, and that the ordering party provides all corresponding documentation and informs debtors (third parties) of the cession of receivables.
10.1 The ordering party loses the right to assert any warranty claim if he fails to fulfil his obligations to inspect the delivered items and make an objection if appropriate. Any detectable defects must be communicated within six days of the receipt of the goods. Any concealed defects must be communicated within eight days of discovery. The warranty is invalidated in the case of unsuitable or improper use, incorrect assembly, improper commissioning of the delivery items by the ordering party or by third parties, normal wear and tear, excessive operational demands, the use of unsuitable operating resources, replacement tools, or other influences that can cause damage and for which we do not carry the blame.
The warranty period is one year from the passing of risks.
Should the objects of sale have a defect caused by us, the ordering party shall assert his rights by setting a period by the end of which we are to render supplementary performance. We are entitled to decide whether to rectify the defect or make a replacement delivery. If we decide to rectify the defect, we shall bear the material, transport and labour costs and half of the installation and assembly costs.
If we are unwilling or unable to render the required supplementary performance - and in particular if there is a delay in supplementary performance for reasons for which we are responsible - or if we fail in any other way to rectify the defect or make a replacement delivery, the ordering party is entitled to the right to withdraw from the contract or reduce the price.
We are liable for damages not directly related to the delivered goods, for whatever legal reason, only in case of:
b. gross negligence of the owner/responsible bodies or managerial employees;
c. any culpable injury to life, physical integrity or health;
d. maliciously concealed defects
e. lacking characteristics expressly warranted
f. defects concerning the delivered goods in case under product liability laws we are liable for personal or material damages to objects in private use
In case of culpable breach of substantial contractual obligations we do respond also for gross negligence of non-managerial employees and in case of slight negligence. In the latter case the liability is limited to the typical contractual and reasonably foreseeable damages.
Further rights are expressively excluded.
10.2 Special regulations for 3D printed components
In connection with the 3D printed parts, we wish to expressly point out that rapid prototyping parts and other models and components are not time stable. Accordingly, these must be deployed immediately, however at the latest within 3 days of delivery in accordance with the purpose of use, otherwise deformations may occur which lead to proper use of the component no longer being possible.
We generally wish to point out that tolerances of the forms and injection moulding parts manufactured by us are in accordance with DIN 16 742 tolerance group (TG6), however a minimum . ± 0.1 mm must be applied. Measurement protocols are drawn up if this was set out in the order in writing and the customer provides reference measurements which are confirmed at the time of issuing of the order.
During the 3D printing of components, rapid prototyping and cast parts from silicon forms, as well as in case of other samples, prototypes and individual parts and pre and small series, measurement deviations are possible. In case of larger measurement deviations, the acceptance also still takes place, unless the customer expressly refers to the said dimensions as being a condition of the order. We do not incur liability for losses which result from defective drawings or CAD data of the customer.
The parts delivered by us have the following properties for which we do not assume liability or provide a warranty: Deformation at high temperatures, deformation due to incorrect and improper storing, changes to form and strength within 1-3 weeks following manufacture despite ideal conditions, unknown behaviour due to chemical or physical properties or conditions and their influences.
Following the delivery of the components, the customer is obliged to provide notification of any defects within 3 days due to the sensitive component quality. We do not assume any warranty for the correct fit of components which are not installed within 3 days of delivery.
We expressively reserve the right to invoice design services we performed especially for a client within the scope of an order in conformity with the applicable local business rules. Such provision will apply in particular in case we performed these design services and afterwards the client will not place a related order thereto.
Design services we performed without a related order thereto from a client can be considered only as non-binding proposals which are subject to further amendments. To the extent legally permissible we exclude any kind of liability regarding such design services. The use of the non-binding design services by the client takes place at its own risk.
Unless otherwise stipulated in our order confirmation, the place of execution is Dortmund.
The place of jurisdiction is also Dortmund.
We are also entitled at any time to bring an action against the ordering party in the court of the ordering party's domicile.
German law shall apply exclusively to the contract and these terms and conditions with the exclusion of laws governing the international sale of goods even if the ordering party's head office is based abroad.
Murtfeldt Kunststoffe GmbH & Co. KG
P.O. Box 12 01 61
D-44291 Dortmund/ Germany
Phone: +49 (2 31) 2 06 09-00
Fax: +49 (2 31) 25 10 21