General Terms and Conditions of NCTE AG
1.1. These sales and delivery conditions apply to all product deliveries by NCTE AG (hereinafter: NCTE). General conditions of the customer do not apply, even if NCTE has not expressly contradicted them.
1.2. The conditions apply to business dealings with companies.
2.Offer, product information
2.1. All offers are only valid for a period of four weeks, unless otherwise specified in the offer.
2.2. All information and data contained in general product documentation and price lists – regardless of whether in electronic or other form – are only binding insofar as this is expressly specified in the contract. This also applies to information and data presented in the course of contract negotiations.
Orders are only considered accepted after they have been confirmed in writing by NCTE. The text of the order confirmation is decisive for the content of the contract. The customer is therefore obliged to check all parts of these and to notify NCTE immediately of any deviations. Subsidiary agreements and changes require written confirmation by NCTE.
4.Delivery times, delay
4.1. Agreed delivery times are subject to the placing of a written order, timely receipt of all information, data, parts provided, approvals and agreed payments by the customer, as well as the fulfillment of all other preconditions on the part of the customer.
4.2. The delivery period may be extended appropriately if the delay is caused by circumstances in connection with labor disputes, i.e. strikes or lockouts, or other unforeseen events for which NCTE is not responsible, insofar as such obstacles can be proven to affect the completion or delivery of the products has a significant impact. This also applies if the circumstances result from actions or omissions on the part of the customer or arise from suppliers.
5.Delivery, transfer of risk
5.1. All delivery conditions are interpreted in terms of the INCOTerms in the version valid at the time the contract was concluded. If delivery conditions are not expressly agreed, delivery will be made EXW (Ex works, INCOTerms 2000).
5.2. In the case of delivery EXW, if NCTE sends the product to its destination at the request of the customer, the risk is transferred to the customer at the latest when the product is handed over to the first carrier. If the delivery to the first carrier is delayed for reasons for which the customer is responsible, the risk is transferred to the customer at the time the products are ready for delivery. NCTE undertakes to insure the products at the customer’s request and expense.
5.3. Unless otherwise agreed, partial deliveries are permitted, provided these are reasonable for the customer.
6.1. All prices for products to be delivered by NCTE are EXW, plus freight / postage, packaging, insurance and the applicable VAT. If the prices of the preliminary products or the labor costs have risen, prices that have already been agreed can be unilaterally increased by NCTE accordingly if NCTE products are to be delivered more than four months after the conclusion of the contract or if there is a continuing obligation with the customer.
6.2. Unless otherwise agreed, the purchase price is payable within 30 days of receipt of the invoice or an equivalent request for payment without deduction and free of charge in EUR or a currency previously approved by NCTE.
6.3. In the event of late payment, interest on arrears of 8 percentage points above the statutory base interest rate will be charged on the due date. The assertion of any further damage caused by default is not excluded. In the event of a delay in payment, NCTE can suspend its performance of the contract.
6.4. The withholding of payments or offsetting against claims by NCTE is only permissible if counterclaims or counterclaims of the customer are undisputed or have been legally established.
7.Retention of Title
7.1. NCTE retains ownership of the product until all payments from the delivery contract have been received. The customer may neither pledge the reserved goods nor otherwise assign them as security. The customer may sell the goods subject to retention of title in the ordinary course of business at his usual conditions and on the condition that the customer receives payment from his reseller or reserves ownership until the reseller’s payment obligations have been met in full. The customer must inform NCTE immediately of any seizure, confiscation or other dispositions by third parties.
7.2. If the customer processes the product into a new item, the processing is carried out for NCTE. The customer does not acquire ownership due to processing. If the product is processed, mixed or remodeled with products that do not belong to NCTE, NCTE acquires co-ownership of the new item based on the ratio of the invoice value of the products it delivered and the other products at the time of processing.
7.3. As a precaution, the customer assigns the future claims from the resale of the reserved goods with all ancillary rights to NCTE, unless the claim from the resale is assigned to a third party by way of real factoring and the purchase price claim from the factoring is transferred the amount paid by the factoring bank is assigned to NCTE. If the customer sells reserved goods together with other goods without agreeing an individual price for the reserved goods, the claim from the resale will only be assigned to NCTE in the amount of the gross invoice value of our reserved goods. In the case of the sale of goods in which NCTE has co-ownership as a result of processing, connection or mixing (see above), the assignment of the claim only takes place in the ratio of this co-ownership share to the remaining ownership share.
7.4. Until further notice, the customer is entitled to collect claims from the resale of reserved goods for NCTE. Amounts collected must be forwarded to NCTE immediately.
7.5. If the customer does not fulfill obligations from this contract or other contracts with NCTE or if we become aware of circumstances that significantly reduce his creditworthiness, so
– NCTE can prohibit the future resale, treatment and processing of the reserved goods as well as their mixing or combination with other goods;
– we can revoke the direct debit authorization with immediate effect;
– Upon request, the customer must inform us of the names of the debtors of claims assigned to NCTE so that NCTE can disclose the assignment and collect the claims.
8.Industrial property rights, intellectual property
The customer recognizes NCTE’s sole intellectual property in the products and indemnifies NCTE from all claims that are asserted by others due to the infringement of intellectual property through drawings or samples of the customer or the processing of NCTE products into products of the customer.
9.1. The customer checks the products for any defects immediately upon receipt. Obvious defects must be reported to NCTE in writing within 5 working days, hidden defects within 5 working days of their discovery.
9.2. The statutory provisions apply to the warranty for defective products with the following provisions:
– the warranty period is one year after delivery;
– The customer is under no circumstances entitled to repair the product himself or by third parties or to attempt a repair;
– Unless otherwise agreed, the customer bears all additional repair and transport costs that NCTE incurs as a result of the product being moved to a location other than the one contractually agreed or – if such a location has not been agreed – a location other than the place of delivery was spent;
– for defects that could have been detected by the customer with reasonable effort prior to installation or processing, all claims from liability for defects do not apply as soon as the product is processed or installed;
– NCTE does not guarantee a specific service life of the products;
– The liability for defects does not refer to natural wear and tear as well as to damage that has arisen after the transfer of risk as a result of incorrect or negligent handling or use that is not in accordance with the specifications or the contract, in particular through interventions in the products and changes to the products by the customer or third parties;
– Liability for material defects that do not or only insignificantly reduce the value or the usability is excluded;
– The customer’s right of recourse against NCTE only exists if the customer’s claim, who is a private end consumer, was justified and only to the extent permitted by law, but not for goodwill arrangements not agreed with NCTE and the customer observes their own obligations, in particular compliance ahead of the obligation to notify.
10.1. Unless NCTE, its executives or vicarious agents are guilty of willful misconduct, gross negligence, injury to life, limb or health, liability for breach of an essential contractual obligation or liability is mandatory under the Product Liability Act, claims for damages and reimbursement of expenses are the Customers – regardless of the legal reason, including those resulting from unlawful acts or for compensation for defects or consequential damage, for culpable breach of secondary contractual obligations or for lost profit – are excluded.
10.2. In the event of a breach of essential contractual obligations that are not due to intent or gross negligence and that do not involve injury to life, limb, health or a guarantee of quality, liability is limited to compensation for the foreseeable damage typical for the contract.
11.Applicable law, place of jurisdiction
11.1. The law of the Federal Republic of Germany applies exclusively to the exclusion of conflict of laws and the international agreements on the sale of goods.
11.2. As far as this is legally permissible, Munich (LG Munich I) is agreed as the exclusive place of jurisdiction. However, NCTE is also entitled to take legal action at the customer’s headquarters.
12.1. Any agreements that deviate from these conditions must be made in writing. This also applies to the waiver of this written form requirement.
12.2. The ineffectiveness of individual provisions of these terms and conditions does not affect the validity of the other provisions. Should a regulation be or become ineffective, the contractual partners will replace the ineffective regulation with an effective regulation that comes as close as possible to the economic and legal purpose of the ineffective regulation.
12.3. Headings only have a clarifying effect; they are not part of the contract.
12.4. In the event of contradictions between the German and English versions of these terms and conditions, the German version takes precedence.
Revision: November, 2020