General Terms and Conditions of Sale

Walzengießerei & Hartgußwerk Quedlinburg GmbH
Issue: May
2004
General Terms and Conditions of Sale
1
General
The terms and conditions of sale hereinafter stated constitute an inseparable part of all WHQ order confirmations. Changes
must be made in writing. Conditions of purchase of the buyer that conflict with these general terms and conditions of sale are
not binding on WHQ even where these are not expressly dissented.
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Quotations and prices
In the absence of agreement to the contrary quotations are non-binding and subject to change without notice until the
confirmation of order. All contractual agreements are binding with the confirmation of order. The price setting is in convertible
currency. Should the purchase price for the charge materials including ferro-alloys change significantly prior to the day of being
taken up for production or in any case at latest two weeks prior to the quoted delivery deadline i.e. more than 10% of the price at
the date the quotation was issued then WHQ is entitled to a price adjustment. Prices are inclusive of packaging and shipping
unless expressly agreed to the contrary.
3
Payment
Payment is to be made in accordance with the specified payment deadlines regardless of whether a partial or complete delivery
is made. In the case of an agreed discount being claimed the payment deadline from receipt of invoice /goods must be adhered
to. In the case of delay in payment WHQ will apply the legal ruling of 7.01.2000.
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Shipping, packaging
In the absence of agreement to the contrary shipping is to be CIF point of destination (Incoterms 2000). Should W HQ not be
notified of special shipping instructions then shipping will be at the optimum discretion of WHQ to the address named on the
contract by the cheapest means. In the absence of separate agreement packaging is in accordance with WHQ technical
regulations for the protection against mechanical damage during transport loading and unloading. In the absence of agreement
to the contrary the products supplied are conserved for storage in dry and enclosed buildings for a maximum of six months.
5
Delivery
Where no specific delivery date has been agreed shipping will take place at the discretion of WQS. Observance of the agreed
delivery dates assumes the undisturbed working process of the supplying factory and unhindered dispatch options. Force
majeure, traffic congestion, shortage of vehicles and materials, destruction of an article or operational disruption of any kind at
WQS or fulfillment collaborating companies, through the existence of hindrances brought about by the public authorities that
hamper delivery release WHQ from the delivery obligation. Damages are nullified in these cases. The purchaser is responsible
for the consequences of untimely or insufficient call-up.
6
Acceptance
Where an acceptance inspection is required then the conditions thereof must be established at latest prior to contract
completion. The acceptance inspection is to be carried out in the supplying factory during normal working hours. The costs of
the inspection are to be borne by the purchaser. Where an inspection is to be carried out by an external company on behalf of
the customer an inspection date shall be named by WHQ at least 48 hours prior.
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Retention of title
The goods delivered shall remain the property of WHQ until payment is made in full regardless of legal grounds. On the
acceptance of checks or drafts the retention of title applies until credit entry. If a delivered article due to the assembly of intrinsic
component parts with the goods of another becomes one aggregate unit it is agreed that total value of the plant shall pass into
co-ownership of the aggregate in the ratio of the invoice value of the respective goods. Unfulfilled claims against WHQ shall
obligate the purchaser to store the goods safely and to insure the same against theft fire and other material damage.
8
Guarantee /notice of defect
WHQ is liable for goods supplied within the statutory guarantee periods against established defects or shortcomings in the
agreed specifications. Complaints concerning the state of the goods supplied must be notified in writing without delay and at
latest three months from the date of receipt. On receipt of the goods and with regard to usage the purchaser shall fulfill their
obligation of care of the same. Where notice of defect is justified WHQ may choose to comply with the following procedures:
a) Repair of the goods at the customer's premises or WHQ's premises requires the agreement of the purchaser.
b) To supply a replacement free of charge and within an acceptable period of time
c) Issue a credit note
In the case of the barrel diameter of a metallurgic roll WHQ reserves the right to claim a tolerance of ± 1% but in any case at
least ± 1mm. If rolls or similar types of articles are supplied with an unmachined working surface then a claim can only be made
on the working surface with regard to smoothness impermeability and precision as would be normal for an unfinished casting.
Consequently WHQ assumes no guarantee for this type of supply that the prescribed dimensions will be adhered to precisely and
that the objects are free from such defects which by their nature can only be determined during machining. All damage arising
from natural abrasion as a consequence of incorrect handling or through excessive stress, atmospheric conditions or other
influences of nature are excluded from the guarantee.
9
Severability clause
Should individual stipulations of these general terms and conditions of sale in whole or in part become void, inoperative and/or
impracticable the effectiveness of the remaining stipulations shall remain unaffected by this.
10
Applicable law
The contractual agreements into which these general terms and conditions of sale are integrated are subject to the applicable law
of the German Federal Republic and the UN convention on the international sale of goods albeit to the exclusion of the inland
stipulations of international private rights.
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Place of fulfillment and court of jurisdiction
Place of fulfillment of payment is Quedlinburg in Sachsen-Anhalt. Court of jurisdiction is the county capital Magdeburg.
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(C)opyright Walzengiesserei & Hartgusswerk Quedlinburg GmbH (06484 Quedlinburg, Klopstockweg 33)