(1) The deliveries, performances and offers of TC-Tungsten Compounds shall be based on these General Terms and Conditions of Sale, if the purchaser is an entrepreneur, a legal entity under public law or a public law special fund.
(2) They shall also apply to future deliveries, performances and offers, even if they are not explicitly agreed upon again.
(3) Deviating, opposing or supplementary General Terms and Conditions of the purchaser shall be rejected herewith.
(1) The offers of TC-Tungsten Compounds shall be non-binding and without obligation and limited to the stock of TC-Tungsten Compounds.
(2) The order by the purchaser shall be deemed a binding offer. The purchaser shall be bound by the offer, which has not already been accepted by TC-Tungsten Compounds, for 14 calendar days since dispatch. The offer shall be deemed to be accepted by TC-Tungsten Compounds not until TC-Tungsten Compounds confirms the order in written or text form (e.g. by e-mail, facsimile or letter) or dispatches the goods.
(3) The order confirmation including these General Terms and Conditions of Sale reflects all understandings between the parties to the contract completely. Oral commitments by TC-Tungsten Compounds prior to the conclusion of the contract shall be non-binding and oral agreements between the parties to the contract shall be replaced by the order confirmation, as far as it is not explicitly stated therein that they continue to apply. Except for managing directors and authorised officers, employees and authorised agents of TC-Tungsten Compounds are not authorised to make verbal ancillary agreements or to provide oral assurances.
(1) Unless expressly agreed otherwise, specifications concerning the subject-matter of the contract such as e.g. the content of individual compounds in mixtures and solutions, grain size, turbidity, colour, density, pH value and other chemical or physical characteristics as well as tolerances shall only be approximately authoritative und shall not constitute any agreement or guarantee as to characteristics. This also applies to such specifications in certificates of compliance, technical data sheets, safety data sheets and the like.
(2) Where exceptionally, in individual cases, an agreement or guarantee to characteristics exists, deviations shall be allowed, if they are customary or arise as a result of legal regulations or which constitute improvements, as far as the usability for the contractually stipulated purpose is not more than insignificantly impaired.
(3) SPT-0 is highly pure. The purity of SPT-0 is regularly verified by an independent laboratory. Accordingly, the purchaser will receive a notice concerning the degree of purity of SPT-0. However, TC-Tungsten Compounds shall not assume any warranty and/or guarantee for the degree of purity.
(4) SPT-0 and SPT-1 may have a particle size of up to 2 mm. SPT-2 has a particle size of 2 mm to 6 mm, whereat up to 5 % of the mass may be in form of dust and up to 10 % of the mass may have a particle size less than 2 mm. Such deviations are customary in particular due to transportation-related abrasion and shall not be regarded as a defect.
(4) The solutions SPT-0L, SPT-3 and SPT-5 are very clean and highly transparent, but they still can be slightly cloudy or have a colour deviation, without there being any impairment of the quality or the usability. A turbidity of not more than 15 NTU (Turbidimeter AL-250-IR) shall not be regarded as a defect. The same applies to the recycled product SPT-3 (recycled material), which has been purified by TC-Tungsten Compounds using a special process. This does not apply to the product SPT-4, which is a inhomogeneous, black suspension.
(5) Where a certain density is a contractual agreed characteristic, a deviation of ± 0,02 g/cm³ in regard to liquids and ± 0,05 g/cm³ in regard to suspensions shall not be regarded as a defect. Indications of density refer to room temperature.
(6) If the purchaser requests a test certificate or the like, TC-Tungsten Compounds will provide the purchaser with a Certificate of Compliance (Werkszeugnis). The purchaser shall not be entitled to request a Certificate of Analysis (Analysenzertifikat).
(1) Unless expressly indicated otherwise, TC-Tungsten Compounds is bound by the prices stated in an offer for 8 weeks since receipt. Otherwise, the prices stated in the order confirmation shall be authoritative.
(2) Unless expressly agreed otherwise, all prices shall be quoted Ex Works (ab Werk, EXW) plus packaging and plus the legal value-added tax, in case of a sale by delivery furthermore plus shipping costs, in case of an export shipment furthermore plus tariffs, fees, import duties and other public charges.
(3) Invoices shall be due for payment within 15 days from the date of invoice and delivery without any deduction, unless expressly agreed otherwise in written form. Upon expiration of this time for payment, the purchaser is in delay of payment.
(4) In particular in the event of orders by new customers, TC-Tungsten Compounds shall reserve the right to carry out the delivery, wholly or partially, only against prepayment. TC-Tungsten Compounds shall also be entitled to carry out a delivery, wholly or partially, only against prepayment even in an ongoing business relationship at any time. In this case, TC-Tungsten Compounds will declare such a reservation at the latest in the order confirmation.
(5) The date of receipt by TC-Tungsten Compounds is decisive for the date of payment. Cheques shall only be accepted upon specific arrangement and only on account of payment. Payments by credit card shall only be accepted up to an amount of 1.000,00 € and only on account of payment.
(6) The purchaser shall have a right to a set-off or a right to retention only if the counter claims are not contested or if they have been finally recognised by a court judgement.
(1) Unless expressly agreed otherwise, TC-Tungsten Compounds shall deliver the goods to the destination determined by the purchaser (sale by delivery).
(2) Periods and deadlines for the supply of goods and services announced by TC-Tungsten Compounds shall not be binding and deemed to only apply approximately unless a fixed date or a fixed deadline is expressly agreed upon.
(3) TC-Tungsten Compounds shall not be liable for impossibility of delivery or for delays in delivery in so far as these have been caused by force majeure or other events which were unforeseeable at the time of conclusion of the contract (e.g. interruption of operations of all kind, difficulties with the supply of materials or energy, transportation delays, strikes, lawful lockouts, deficiencies in employees, energy or raw materials, difficulties in obtaining the necessary permits from the authorities, measures imposed by official bodies or institutions or failures to deliver or the failure to deliver promptly by suppliers or incorrect deliveries by suppliers) and which have not been caused by TC-Tungsten Compounds. Insofar as such events make the provision of deliveries or services difficult to a significant degree or impossible and the obstruction is not only of temporary duration, TC-Tungsten Compounds shall be entitled to withdraw from the contract. In the event of obstructions that are of temporary duration the terms for delivery or service shall be extended or the terms for delivery or service shall be postponed by the period of the obstruction plus an appropriate run-in period. If as a result of the delay the purchaser cannot reasonably be expected to accept the goods or services, the purchaser may cancel the contract by immediate declaration to the seller in written form.
(4) Insofar as TC-Tungsten Compounds is responsible for a delay, the purchaser may claim damages only in accordance with § 8.
(5) TC-Tungsten Compounds shall be entitled to make partial deliveries if the purchaser can use the partial delivery in accordance with the contractually stipulated purpose, the supply of the remaining other goods is ensured and the purchaser does not thereby become subject to significant additional efforts or additional costs.
(1) In case of a sale by delivery, kind of transportation and packaging shall be subject to the obligatory discretion of TC-Tungsten Compounds. The purchaser shall bear the costs for packaging and shipment.
(2) Usually the delivery within the Federal Republic of Germany is made via DHL parcel or forwarding agent; to other European countries via courier service or forwarding agent; to other countries elsewhere in the world individually subject to the obligatory discretion of TC-Tungsten Compounds.
(3) In case of a standard delivery via DHL parcel or forwarding agent within the Federal Republic of Germany TC-Tungsten Compounds does not charge for shipment to the purchaser’s account.
(4) In case of a sale by delivery, delivery dates and delivery datelines refer to the time of transfer to the forwarding agent, carrier or any other person determined to ship the goods upon transfer.
(5) In case of a sale by delivery, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already be transferred when the goods are handed to the forwarding agent, carrier or any other person determined to ship the goods upon transfer, whereby the commencement of the loading process is decisive. Transport insurance shall only be arranged if explicitly requested by the purchaser and then always at the purchaser’s expense.
(1) The purchaser has to examine at his own responsibility if the products of TC-Tungsten Compounds are suitable for the intended use in the individual case. The presentation of fields of use by TC-Tungsten Compounds shall not be deemed to contain any promise concerning the fulfilment of a particular function in the field of use intended by the purchaser, unless expressly guaranteed by the general management in written form in individual cases.
(2) The delivered goods must be carefully examined immediately after delivery to the purchaser or to a third party appointed by the purchaser. Relating to recognisable defects or other defects identifiable with a careful examination the delivered goods shall be deemed to be approved by the purchaser, if TC-Tungsten Compounds has not received a notification of defects in written form within seven working days since handover. Relating to other defects the delivered goods shall be deemed to be approved by the purchaser, if TC-Tungsten Compounds has not received a notification of defects in written form within seven working days since the defect became apparent; if the defect was identifiable for the purchaser under normal application already at an earlier point in time, that earlier point in time shall be decisive for the beginning of the complaint period. Upon request by TC-Tungsten Compounds, goods about which a complaint has been made shall be returned to TC-Tungsten Compounds free of charge of shipping costs. In case the complaint about the defect is justified, TC-Tungsten Compounds will reimburse the costs for the most inexpensive shipment; this shall not apply as far as the costs increase because the object of delivery is located at a location other than the original shipment location.
(3) In case of defects of the delivered goods, TC-Tungsten Compounds is required and has the right – at the choice of TC-Tungsten Compounds which has to be made within a reasonable period of time – to either repair or replace the goods at first. In the event of failure, i.e. repair or replacement supply is impossible, unreasonable or in case of refusal or inappropriate delay, the purchaser may withdraw from the contract or reduce the purchase price appropriately.
(4) Insofar as TC-Tungsten Compounds is responsible for a defect, the purchaser may claim damages only in accordance with § 8.
(5) TC-Tungsten Compounds shall have no obligations under warranty if the purchaser or a third party engaged by the purchaser carries our modifications on the goods, thus making the correction of deficiencies impossible or unacceptably difficult. In each case the purchaser must bear the additional costs of remedying defects caused by the modification.
(1) Any liability of TC-Tungsten Compounds for damages, for whatever legal reason, insofar as it depends on fault, shall be restricted according to the following provisions. The exclusions and limitations of liability shall not apply to liability due to wilful misconduct, due to an injury of life, limb or health, liability for guaranteed characteristics or claims according to the product liability law.
(2) TC-Tungsten Compounds shall not be liable in case of simple negligence of its bodies, statutory representatives, employees or other vicarious agents, insofar as it does not concern a breach of duties which are essential contractual obligations. Essential contractual obligations are the obligation to deliver the contractual goods in a timely manner, the absence of defects of title as well as of such material defects, which impair the functionality or usability more than only insignificantly and possible consulting, protection and due care obligations, which serve to protect life and limb.
(3) The purchaser must observe the information and guidelines in the safety data sheets of the products from TC-Tungsten Compounds as well as the relevant rules for the safe handling of chemicals.
(4) To the extent TC-Tungsten Compounds is, in principle, liable for damages, such liability shall be limited to damages which TC-Tungsten Compounds has foreseen at the time of conclusion of the contract as a possible consequence of a breach of contract or which TC-Tungsten Compounds should have foreseen by applying due care and attention. Furthermore, indirect damages and consequential damages resulting from defects of the goods shall only be subject to compensation in so far as such damage is typically to be expected when using the contractual goods as intended.
(5) Insofar as TC-Tungsten Compounds provides consultancy services, in particular technical or scientific information respectively information on product characteristics or information on fields of application, disposal, problems or the like, and this consultancy, advice or information is not expressly part of the agreed performance, this shall be deemed to be provided without obligation and to the exclusion of any liability.
(6) The aforementioned exclusions and limitations of liability shall also apply to the same extent in favour of the bodies, statutory representatives, employees, commercial agents and other vicarious agents of TC-Tungsten Compounds.
(1) TC-Tungsten Compounds shall retain ownership of the goods sold until all current and future claims of TC-Tungsten Compounds arising from the purchase contract and the commercial connection with the purchaser (secured claims) have been paid in full.
(2) Prior to complete payment of the secured claims, the goods for which ownership is retained (reserved goods) can neither be pledged nor assigned by way of security to third parties. The purchaser must notify TC-Tungsten Compounds immediately in written form, if an application for the initiation of insolvency proceedings is filed or insofar as there are any accesses of third parties (e.g. seizures) to the secured goods.
(3) In case of conduct of the purchaser which is a breach of contract, in particular in the event of non-payment of the due purchase price, TC-Tungsten Compounds shall be entitled to withdraw from the contract under the legal provisions or/and to claim return of the goods on the basis of the retention of title. The claim for returning the goods does not simultaneously include a declaration of withdrawal from the contract; instead, TC-Tungsten Compounds shall be entitled to only claim return of the goods and reserve the right of withdrawal. If the purchaser does not pay the due purchase price, TC-Tungsten Compounds may only assert these rights if a reasonable deadline for payment had been unsuccessfully set for the purchaser beforehand or if the setting of such a deadline is not necessary according to the legal provisions.
(4) The purchaser shall be entitled, until revocation according to (c) below, to sell the goods, the ownership of which is still retained, in the normal course of business and/or to process them. In this case the following provisions shall apply additionally.
(a) The retention of title shall extend to the products which are produced by processing, mixing or combination of the secured goods at their full value, whereby TC-Tungsten Compounds shall be deemed to be the manufacturer. If the ownership right of third parties continues to exist during a processing, mixing or combination with their goods then TC-Tungsten Compounds shall gain co-ownership in the ratio of the invoice values of the processed, mixed or combined goods. As for the rest, the same shall apply to the resulting product as to the goods delivered under retention of title.
(b) The purchaser hereby assigns already now the claims against third parties arising from the resale of the goods or product in total respectively in the amount of the possible co-ownership share according to the aforementioned section to TC-Tungsten Compounds as a security. TC-Tungsten Compounds hereby accepts the assignment. The obligations of the purchaser stated in section 2 shall also apply in regard to the assigned claims.
(c) The purchaser shall remain authorised to collect the claim besides TC-Tungsten Compounds. TC-Tungsten Compounds will not collect the claim as long as the purchaser meets his payment obligations towards TC-Tungsten Compounds, there is no deficiency in the purchaser’s ability to pay and TC-Tungsten Compounds does not enforce the retention of title by exercising any right according to section 3. However, if this is the case, TC-Tungsten Compounds shall be entitled to request that the purchaser discloses the assigned claims and their debtors, provides all information required for the collection, surrenders the relevant documents and informs the debtors (third parties) about the assignment. Furthermore, in this case, TC-Tungsten Compounds shall be entitled to revoke the purchaser’s authorisation to sell and process the goods delivered under retention of title.
(d) If the realisable value of the collaterals exceeds the claims of TC-Tungsten Compounds by more than 20%, TC-Tungsten Compounds shall upon request of the purchaser release collaterals at the choice of TC-Tungsten Compounds.
(1) Usually, TC-Tungsten Compounds is – without obligation – willing to take used sodium polytungstate solutions back for the purpose of reprocessing respectively recycling or disposal.
(2) A take-back for the purposes mentioned in section 1 above may be carried out after consultation with TC-Tungsten Compounds under the terms and conditions to be agreed upon in the individual case.
(3) The material returned for the purpose of reprocessing respectively recycling or disposal must not contain any traces of consciously added bacteria, viruses or radioactive materials.
(1) If the purchaser makes a use known to TC-Tungsten Compounds according to Art. 37 (2) of the Regulation (EC) No 1907/2006 (REACH Regulation), which requires an update of the registration or of the safety report or which causes another obligation according to the REACH Regulation, the purchaser shall bear all verifiable expenses.
(2) TC-Tungsten Compounds shall not be liable for delays in delivery, which are caused by the circumstance that such a use is made known as well as obligations hereby caused according to the REACH Regulation.
(3) Where it is not possible to include the use made known as an identified use due to reasons of health protection or environment protection and the purchaser intends, contrary to the recommendation of TC-Tungsten Compounds, to use the goods in a manner from which TC-Tungsten Compounds has dissuaded the purchaser, TC-Tungsten Compounds shall be entitled to withdraw from the contract. The purchaser cannot derive any rights from the provisions in this § 11 against TC-Tungsten Compounds.
(1) Insofar as the purchaser acquires knowledge of know-how of TC-Tungsten Compounds, the purchaser must maintain secrecy about this.
(2) Unless expressly agreed otherwise in written form, information disclosed by the purchaser towards TC-Tungsten Compounds shall not be considered confidential.
(1) For these General Terms and Conditions of Sale and the entire legal relationship between TC-Tungsten Compounds and the purchaser, the law of the Federal Republic of Germany under exclusion of the UN commercial law (CISG) shall be applied.
(2) Unless expressly agreed otherwise, the place of performance for all obligations arising from the contractual relationship shall be 96271 Grub am Forst, Germany.
(3) Where the purchaser is a merchant, a legal entity under public law or a public law special fund or where the purchaser does not have a domestic place of general jurisdiction within the Federal Republic of Germany, the Regional Court Munich I (Landgericht München I) shall be the exclusive place of jurisdiction in regard to subject-matter and local – also international – competence for all possible disputes arising from the legal relationship between TC-Tungsten Compounds and the purchaser, unless mandatory legal provisions determine another place of jurisdiction.However, TC-Tungsten Compounds shall also be entitled to take legal actions in the place of performance or in the purchaser’s domestic place of general jurisdiction.
(4) The ineffectiveness of individual provisions shall not affect the effectiveness of the remaining provisions of these General Terms and Conditions of Sale. Any invalid provision shall be deemed to be replaced by a valid provision which comes closest to the economic purpose of the ineffective provision.
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