Terms and conditions
1.1 In these Conditions the following words shall have the following meanings:
- The Company – N-tronics GmbH whose principal place of business is at Schlossstrasse 50, 91757 Treuchtlingen, Germany.
- The Customer – the person, firm or company who purchases the Goods and/or Services from the Company
- Contract – the contract between the Company and the Customer incorporating these Conditions
- Conditions – the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Company and the Customer
- Goods – any goods agreed in the Contract to be supplied by the Company to the Customer (including any part or parts of them)
- FOB – where the trading arrangement in the Contract is designated as Free on Board then the Customer will be responsible for delivery costs, insurance risks and import taxes relating to the Goods once the Goods have been delivered to a specified air or sea port
- Intellectual Property – all trade marks, patents, design rights and other intellectual property rights associated with the design, manufacture, packaging, application, use or installation of the Goods or Services, whether registered or unregistered
- Services – any services, including services rendered in the preparation of the Goods, supplied by the Company to the Customer
- Working Day – Monday to Friday inclusive between 9.00 a.m. and 5.00 p.m. in each week excluding any German Bank or Public Holiday
1.2 Words in the singular include the plural and vice versa
1.3 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time
1.4 The headings in these Conditions are for convenience only and shall not affect their interpretation
2 Application of Conditions
2.1 These Conditions shall govern each Contract in respect of each sale made by the Company of Goods and/or Services rendered to the Customer by the Company to the exclusion of any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document and the Customer waives any right to rely on any such terms or conditions.
2.2 The formation, existence, performance, validity and all aspects of the Contract (incorporating these Conditions) shall be governed by German law, irrespective of the residence domicile or principal trading address of the Customer and wherever the address to which the Goods are supplied or at which the Services are rendered, and the parties submit to the exclusive jurisdiction of the German courts. For the avoidance of doubt the Customer shall be bound by any relevant German export regulations applicable at the date of this Contract relating to Goods sold to the Customer.
2.3 If any one or more of the provisions of these Conditions shall be adjudged by any Court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable, unfair or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability, unfairness or unreasonableness be deemed severable as regards that or those provisions and the remaining provisions ofthese Conditions together with the remainder of such provision or provisions shall continue in full force and effect.
2.4 The Contract incorporating these Conditions shall constitute the whole of the agreement between the Company and the Customer in respect of the subject matter of the Contract.
2.5 The Customer acknowledges that the Customer has not entered into the Contract with the Company as a result of any representation or warranty, oral or written made by or on behalf of the Company except as set out in these Conditions.
3.1 Each order for Goods and/or Services by the Customer to the Company shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions.
3.2 Orders for the Goods and/or Services shall be in writing and no contract will come into existence until confirmed in writing by the Company or, if the Company, at its discretion, accepts a telephone order against the Customer’s official order number which acceptance shall then be confirmed by the Company in writing, or, if earlier than either of the foregoing, the Company delivers the Goods or begins to render performance of the Services to the Customer.
3.3 Any quotation given by the Company is given on the basis that no Contract will come into existence until the Company despatches a written confirmation of order to the Customer or, if earlier, the Company delivers the Goods or begins to render performance of the Services to the Customer.
3.4 The Customer shall be responsible to the Company for ensuring that the terms of its order are complete and accurate and for giving the Company any necessary information within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.5 No variation to these Conditions or to any order once accepted by the Company shall have any effect unless expressly agreed in writing and signed by a duly authorised representative of the Company. In the event of the Company agreeing to vary any order the costs of all additional works done by the Company in respect of such variation shall be paid by the Customer either at the date of such variation or at the date of delivery of the Goods or supply of the Services whichever the Company shall decide.
3.6 Prior to entering into any Contract the Company may supply to the Customer drawings, technical specifications, catalogues and other matter based upon information supplied by the Customer to assist the Customer in planning its requirements. All such information is supplied for the sole purpose of giving an approximate idea of the Goods and/or Services described in it. Any such information supplied shall not form part of the Contract and the Company accepts no liability in respect of the accuracy or suitability for the Customer’s purpose of any such information supplied and the sale shall not be a sale by sample.
3.7 It is the Customer’s responsibility to ensure that all information given by it and items supplied to it are accurate and to the Customer’s satisfaction.
3.8 The Company may at its absolute discretion refuse to accept any order from any Customer or to enter into a Contract to supply any Goods or Services to any Customer and in such event shall notify such Customer in writing of its decision not to supply in which event the Customer shall have no claim against the Company for any loss arising as a result of the Company’s refusal to supply.
3.9 Unless otherwise agreed in writing by the Company no Goods supplied by the Company to the Customer are on sale or return or sample basis.
3.10 Once accepted by the Company orders may not be cancelled by the Customer unless, in exceptional circumstances, at the Company’s discretion, and provided the request for cancellation is made in writing by the Customer and received by the Company within 10 (ten) days of acceptance of the order by the Company, the Company accepts in writing a request from the Customer to cancel an order. In these exceptional circumstances any deposit paid by the Customer will be refunded in full less a €50 administration fee.
4 Price and Payment
4.1 Unless otherwise agreed in writing, the price for the Goods and/or Services shall be the price referred to in the Company’s confirmation of the order in accordance with clause 3.2 of these Conditions.
4.2 The price shall be exclusive of all costs or charges in relation to packaging, loading, unloading, carriage and insurance charges applied by the Company which will be added to the invoice by the Company and payable by the Customer as part of the invoice.
4.3 The price is exclusive of any Value Added Tax and of any other tax imposed from time to time, at the appropriate prevailing rate, the amount of which will be added to the invoice by the Company and shall be payable as part of the invoice.
4.4 In respect of export sales the Customer shall be responsible for complying with any legislation or regulations governing the exportation of Goods to or importation of Goods into the country of destination and for the payment of any applicable duties.
4.5 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods or Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation, any increase in costs incurred for whatever reason by the Company in obtaining supplies of materials or Goods, or increase in the cost of labour, materials or other costs to provide the Goods and/or Services) and which becomes effective between the date of the Company’s acceptance of the order in accordance with clause 3.2 of these Conditions and the date of delivery or supply to the Customer (which shall be the invoice date) and any Goods or Services supplied shall be invoiced at the applica