{"id":4959,"date":"2022-06-28T21:49:26","date_gmt":"2022-06-28T19:49:26","guid":{"rendered":"https:\/\/il-metronic.com\/?page_id=4959"},"modified":"2026-09-14T13:34:25","modified_gmt":"2026-09-14T11:34:25","slug":"general-conditions-of-supply-and-paymment","status":"publish","type":"page","link":"https:\/\/il-metronic.com\/en\/general-conditions-of-supply-and-paymment\/","title":{"rendered":"General conditions of supply and paymment"},"content":{"rendered":"\t\t
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General terms and conditions\u00a0<\/strong><\/h3>

1. Applicability<\/strong><\/p>

The following Terms and Conditions of Sale, Delivery and Payment shall apply exclusively; other terms and conditions shall not form part of the contract, even if we do not expressly object to them. If the buyer accepts these terms and conditions without objection, they shall be deemed expressly approved. Deviating, conflicting or supplementary general terms and conditions of the buyer shall form part of the contract only if and to the extent that the seller has expressly agreed to their application. This requirement for consent applies in every case, including, where the seller delivers the goods to the buyer without reservation despite being aware of the buyer\u2019s general terms and conditions. Any individual agreements made with the buyer on a case-by-case basis (including ancillary agreements, additions or amendments) shall in all cases take precedence over these Terms and Conditions. References to the applicability of statutory provisions are for clarification purposes only. Even in the absence of such clarification, the statutory provisions shall apply to the extent that they are not amended or expressly excluded by these Terms and Conditions. All contractual agreements must be in writing. Oral agreements are not binding on either party to the contract. Any amendment to, or invalidity of, individual provisions of the Terms and Conditions of Sale, Delivery and Payment shall not affect the validity of the remaining provisions. IL Metronic is the seller within the meaning of these Terms and Conditions.<\/span><\/p>

2. Offers, prices and conclusion of contract<\/b><\/span><\/p>

Written offers from the seller remain valid for 3 months from the date of issue. Acceptance of the offer shall be deemed to constitute a new order by the buyer. Prices are ex works; statutory VAT is shown separately; packaging and other dispatch and transport costs are excluded. Packaging is charged at cost and will only be accepted for return if the seller is obliged to do so under mandatory legal provisions. Any customs duties, fees, taxes or other public charges shall be borne by the buyer.<\/span><\/p>

If more than 4 months elapse between the conclusion of the contract and delivery, without any delay in delivery being attributable to the seller, the seller may increase the price appropriately to take account of increases in material, labour and other ancillary costs borne by the seller. If the purchase price increases by more than 40 percent, the buyer is entitled to withdraw from the contract. If the seller accommodates the buyer\u2019s requests for changes, the buyer shall bear any additional costs incurred as a result.<\/span><\/p>

The buyer\u2019s order for the goods shall be deemed a binding offer to enter into a contract, which may be accepted by the seller either by issuing an order confirmation or by delivering the goods to the buyer. The documents on which the offer or order confirmation is based, such as illustrations, drawings and dimensional and weight information, are generally to be regarded as approximate only, unless expressly designated as binding. The seller retains title to and copyright in the documents sent.<\/span><\/p>

Under- and over-deliveries by the seller:<\/span><\/p>

When manufacturing goods to order, it is not always possible to guarantee that the exact quantity ordered will be supplied. Due to internal processes, the seller reserves the right to over- or underdeliver by 10 percent of the total quantity.<\/span><\/p>

3. The buyer\u2019s right to withdraw<\/b><\/p>

If the buyer withdraws from the contract after its conclusion but before delivery has commenced, the withdrawal shall only take effect if the buyer simultaneously pays the seller a cancellation fee amounting to 15 percent of the purchase price, without prejudice to any other claims for compensation, such as development and material costs.<\/span><\/p>

4. Delivery<\/b><\/span><\/p>

The place of performance for delivery is the seller\u2019s registered office. Delivery shall be deemed completed when the seller has dispatched the goods from the place of performance to the destination or, where the seller is under no obligation to dispatch the goods, has handed them over to the buyer at the place of performance or, where the relevant conditions are met, has stored or deposited the goods. The seller is obliged to fulfil its contractual obligations.<\/span><\/p>

The buyer\u2019s obligations include, in particular, the following: if required, providing the necessary specifications and dispatch instructions in good time, but at least one month before the agreed delivery date; issuing call-offs at least one month before the agreed delivery date; providing letters of credit, bank guarantees or other agreed payment security, or extending them in good time; in the case of export transactions, obtaining in good time and at its own expense the documents and authorisations necessary for transit and import into the country of destination; and arranging transport capacity in good time where the buyer is responsible for organising the transport. If the buyer fails to fulfil its obligations or fails to do so properly, the seller may, without prejudice to its other rights, claim damages or withdraw from the contract. If the seller is hindered in the performance of its obligations by a breach of duty on the part of the buyer, it may, without prejudice to its other rights, postpone performance for the duration of the impediment. If dispatch is delayed through the buyer\u2019s fault, the risk shall pass to the buyer from the date on which the goods are ready for dispatch. If the seller is hindered in the timely performance of the contract by force majeure, other circumstances beyond its control, or disruptions to procurement, production or delivery affecting the seller or its suppliers, for example due to energy shortages, transport disruptions, strikes or lockouts, the delivery period shall be extended accordingly. If performance of the contract becomes wholly or partly impossible for the reasons stated, the seller shall be released from its obligation to deliver.<\/span><\/p>

If the seller withdraws from the contract or is released from the obligation to deliver, the buyer shall have no claim for damages.<\/span><\/p>

If the seller fails to fulfil delivery or other performance obligations or fails to do so on time, the buyer shall be entitled to withdraw from the contract if delivery has not been made even after a reasonable period of grace has elapsed.<\/span><\/p>

5. Packaging and dispatch<\/b><\/p>

The seller is obliged to pack and mark the goods in a manner appropriate to the normal duration of transport to the destination and customary for the type of goods and mode of transport. Packaging is charged separately. Unless otherwise agreed, the seller shall dispatch the goods in the customary manner from the place of performance, at the buyer\u2019s expense and risk, to the address specified by the buyer. Unless otherwise agreed, the route and means of dispatch shall be at the seller\u2019s discretion. The goods shall be insured at the buyer\u2019s request and expense. If dispatch is delayed at the buyer\u2019s request or for reasons for which the buyer is responsible, the goods shall be stored at the buyer\u2019s expense and risk. In all other respects, the risk shall pass to the buyer upon handover of the goods to a forwarding agent or carrier, or at the latest when the goods leave the warehouse. With the buyer\u2019s agreement, early delivery is permitted up to 4 weeks before the agreed delivery date. The buyer must then fulfil its obligations, including its payment obligation, earlier by a period corresponding to the period by which delivery has been brought forward.<\/span><\/p>

6. Payment<\/b><\/span><\/p>

Unless otherwise agreed, payment must be made within 30 days of the invoice date. Payments must be made to the seller\u2019s bank account, the details of which can be found on the invoice. Payment shall be deemed made when the amount due is credited to the seller\u2019s account. Upon expiry of the above payment period, the buyer shall be in default. If the buyer fails to make payment when due, it shall pay the seller late-payment interest at a rate of 12.5 percent on the outstanding amount. The seller reserves the right to claim further damages arising from late payment. Where notice of defects is given, the buyer may withhold payment only in respect of the goods to which the notice relates. In the case of export deliveries, the buyer shall bear the costs of payment and contract processing.<\/span><\/p>

The buyer may not set off claims or exercise a right of retention unless the counterclaim on which the set-off or right of retention is based is undisputed or has been established by a final and binding judgement.<\/span><\/p>

7. Retention of title<\/b><\/span><\/p>

The seller retains title to the goods purchased and delivered until all present and future claims arising from the purchase contract and an ongoing business relationship have been satisfied in full. The buyer is not authorised to pledge the goods subject to retention of title to third parties or to transfer ownership of them by way of security; however, the buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. In the event of a breach of contract by the buyer, in particular failure to pay the purchase price when due, the seller shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and demand the return of the goods on the basis of its retention of title and withdrawal from the contract. If the buyer fails to pay the purchase price, the seller may exercise these rights only if it has previously given the buyer a reasonable period for payment and that period has expired without payment, or if such a period is not required under the statutory provisions.<\/span><\/p>

The retention of title extends to any products resulting from the processing, mixing or combination of the goods, at their full value. If third parties retain ownership of their goods following processing, mixing or combination with the goods, the seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same provisions shall apply to the resulting product as to goods supplied subject to retention of title.<\/p>

8. Liability for defects and damages<\/b><\/span><\/p>

The buyer\u2019s claims in respect of defects are conditional upon its compliance with its statutory obligations to inspect the goods and give notice of defects (Section 377 of the German Commercial Code (HGB)). Irrespective of this duty to inspect and give notice of defects, the buyer must give written notice of any obvious defects within two weeks of delivery; timely dispatch of the notice shall also be sufficient to meet the deadline. If the buyer fails to carry out a proper inspection and\/or to give notice of defects, the seller shall not be liable for any defect that has not been reported. Any substantial subsequent processing of the goods supplied (in particular thermal processes) must be agreed with the seller; if no agreement is reached, the processing must not be carried out. Otherwise, the buyer\u2019s claim in respect of defects shall lapse immediately.<\/span><\/p>

If the goods delivered are defective, the buyer may demand supplementary performance in the form of repair or replacement delivery. The seller may refuse the method of supplementary performance chosen by the buyer in accordance with Section 439(3) of the German Civil Code (BGB). If the buyer does not choose the form of supplementary performance, the right to choose shall pass to the seller upon expiry of a 14-day period. The seller may make the supplementary performance owed conditional upon the buyer paying the purchase price due. However, the buyer is entitled to withhold a reasonable proportion of the purchase price.<\/span><\/p>

The buyer must allow the seller the time and opportunity required to provide the supplementary performance owed and, in particular, must hand over the goods complained of to the seller for inspection. In the event of a replacement delivery, the buyer must return the defective goods to the seller in accordance with the statutory provisions. Supplementary performance does not include either the removal of the defective goods or their reinstallation if the seller was not originally obliged to install them.<\/span><\/p>

The seller shall bear the costs necessary for inspection and supplementary performance, in particular transport, travel, labour and material costs, unless the request to remedy the defect proves to be unjustified. In this case, the costs must be reimbursed by the buyer. Only in urgent cases, such as where operational safety is at risk or to prevent disproportionate damage, shall the buyer have the right to remedy the defect itself and claim reimbursement from the seller for the expenses objectively necessary to do so. The buyer must inform the seller of any such self-remedy without delay and, if possible, in advance. The buyer shall have no right to self-remedy if, under the statutory provisions, the seller would be entitled to refuse the corresponding supplementary performance.<\/span><\/p>

If supplementary performance fails, or if a reasonable period set by the buyer for supplementary performance expires without supplementary performance being provided, or if setting such a period is not required under the statutory provisions, the buyer may, at its option, reduce the purchase price or withdraw from the contract. The right to withdraw is excluded in the case of an insignificant defect. Claims in respect of defects shall become time-barred, where permissible, one year after delivery of the goods; otherwise, the statutory limitation period shall apply. If acceptance has been agreed, the limitation period shall begin upon acceptance.<\/p>

The above applies only to sales between businesses. For sales to consumers, the statutory provisions shall apply together with these Terms and Conditions.<\/span><\/p>

9. Other limitations on liability<\/b><\/span><\/p>

The seller shall be liable for damages only in cases of intent or gross negligence. In cases of simple negligence, the seller shall be liable only for damage resulting from loss of life, bodily injury or impairment of health, and for damage resulting from the breach of a material contractual obligation. A contractual obligation is material if its fulfilment is necessary for the performance of the contract and the other party regularly relies on, and is entitled to rely on, its fulfilment. In such cases, liability shall be limited to foreseeable damage of the kind typically arising. The above limitations of liability shall not apply where the seller has fraudulently concealed a defect or has given a guarantee as to the quality of the goods. The above limitations of liability shall likewise not apply to claims by the buyer under the German Product Liability Act. In the case of a breach of duty that does not constitute a defect, the buyer may only withdraw from the contract or terminate it if the seller is responsible for the breach.<\/span><\/p>

10. Place of jurisdiction and applicable law<\/b><\/span><\/p>

The place of jurisdiction for all disputes arising in connection with the contractual relationship shall be 98693 Ilmenau. The relationship between the contracting parties shall be governed exclusively by German law. The application of international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods, is excluded. Should any individual provision of these Terms and Conditions or any part thereof be invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged, to the extent reasonably possible and in good faith, to replace any invalid provision with a valid provision that achieves the same economic effect, provided that this does not result in a material change to the content of the contract. The same shall apply where a matter requiring regulation has not been expressly addressed.<\/span><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

General terms and conditions\u00a0 1. Applicability The following Terms and Conditions of Sale, Delivery and Payment shall apply exclusively; other terms and conditions shall not form part of the contract, even if we do not expressly object to them. If the buyer accepts these terms and conditions without objection, they shall be deemed expressly approved. […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-4959","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/il-metronic.com\/en\/wp-json\/wp\/v2\/pages\/4959","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/il-metronic.com\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/il-metronic.com\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/il-metronic.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/il-metronic.com\/en\/wp-json\/wp\/v2\/comments?post=4959"}],"version-history":[{"count":23,"href":"https:\/\/il-metronic.com\/en\/wp-json\/wp\/v2\/pages\/4959\/revisions"}],"predecessor-version":[{"id":7195,"href":"https:\/\/il-metronic.com\/en\/wp-json\/wp\/v2\/pages\/4959\/revisions\/7195"}],"wp:attachment":[{"href":"https:\/\/il-metronic.com\/en\/wp-json\/wp\/v2\/media?parent=4959"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}