Terms and Conditions (GTC)

 

Contents

Preamble

I. General Provisions

II. Pricing

III. Delivery and Acceptance Obligations

IV. Passing of Risk, Packaging, and Shipping

V. Material Provisions

VI. Forms, Tools, Devices

VII. Retention of Title

VIII. Liability for Defects/Product Liability

IX. Terms of Payment

X. Intellectual Property Rights

XI. Fulfillment and Jurisdiction

XII. Severability Clause

 

Preamble

The www.RFQ24.com platform is a product of INNOcomposites GmbH, hereinafter referred to as "SUPPLIER". INNOcomposites GmbH operates the production and sale of fiber-reinforced plastics and metal components of all kinds. Deliveries and services to contractual partners, hereinafter referred to as "CUSTOMER", are based on the following conditions.

I. General Provisions

  1. Orders only become binding with regard to the type and scope of the delivery when the SUPPLIER confirms the order. Changes and additions must be in writing.
  2. In the case of ongoing business relationships, these conditions also apply to future transactions in which no express reference is made to them if they were agreed upon by the partners in an earlier order. If different provisions of the CUSTOMER or the SUPPLIER are to replace these general sales conditions, they must be expressly agreed by the partners. Should individual provisions be ineffective, the remaining conditions shall not be affected.
  3. The CUSTOMER's terms and conditions of purchase are only binding on the SUPPLIER if they are expressly recognized by him.

II. Pricing

  1. Unless otherwise agreed, prices apply ex works, excluding packaging and plus value added tax/sales tax at the statutory rate.
  2. The price for the molds also includes the sampling costs, but not the costs for testing and processing devices or for changes initiated by the CUSTOMER.

III. Delivery and Acceptance Obligations

  1. Delivery periods begin after receipt of all documents required for the execution of the order, if necessary timely provision of materials and agreed down payments.
  2. If an agreed delivery period is not met due to the SUPPLIER's fault, the CUSTOMER is entitled, to the exclusion of further claims, to demand appropriate compensation after the expiry of a reasonable grace period or to withdraw from the contract if he pointed out the rejection of the service when setting the grace period.
  3. Appropriate partial deliveries and deviations from the orders of up to +/- 10% are permitted.
  4. The SUPPLIER is obliged to accept follow-up orders with reasonable delivery periods as long as he has the right of ownership of the CUSTOMER's moulds, tools and devices or the obligation to keep the CUSTOMER's own moulds, tools and devices. This obligation does not include any binding to previous price agreements. The same applies to current orders if cost factors (e.g. raw material prices, exchange rates, etc.) change significantly.
  5. Events of force majeure at the SUPPLIER or its sub-suppliers extend the delivery time appropriately. This also applies to official interventions, energy and raw material supply difficulties, strikes, lockouts and unforeseeable delivery difficulties, provided the SUPPLIER is not responsible for them. The SUPPLIER will inform the CUSTOMER of this immediately. The SUPPLIER must keep the disruptions to the CUSTOMER as low as possible, if necessary, by handing over moulds, tools and devices for the duration of the disruption.

IV. Passing of Risk, Packaging, and Shipping

  1. The risk passes to the CUSTOMER when the goods leave the factory, even in the case of carriage paid delivery.
  2. In the case of delays in dispatch for which the CUSTOMER is responsible, the risk already passes with the notification of readiness for dispatch.
  3. Unless otherwise agreed, the SUPPLIER chooses packaging and shipping method to the best of his or her discretion. At the CUSTOMER's written request, the goods will be insured against breakage, transport, and fire damage at his expense.

V. Material Provisions

  1. If materials are provided by the CUSTOMER, they are to be delivered on time and in accordance with the agreed specification at the CUSTOMER's risk and expense with an appropriate quantity surcharge, but at least 5%.
  2. If these requirements are not met, the delivery time will be extended appropriately. Except in cases of force majeure, the CUSTOMER shall bear the additional costs incurred for the production interruptions caused as a result.

VI. Forms, Tools, Devices

  1. If the SUPPLIER is the owner of the moulds, tools and devices, these will only be used for orders from the CUSTOMER as long as the CUSTOMER meets his payment and acceptance obligations. The SUPPLIER's obligation to store the moulds, tools and devices expires two years after the last delivery of parts and after prior notification of the CUSTOMER.
  2. If the CUSTOMER is the owner of the moulds, tools and devices, the SUPPLIER has the right to retain the moulds, tools and devices until the CUSTOMER has fulfilled all the terms of the agreement. The transfer of the moulds, tools and devices to the CUSTOMER is replaced by the SUPPLIER's obligation to store them. Irrespective of the CUSTOMER's statutory claim for return and of the service life of the moulds, tools and devices, the SUPPLIER is entitled to be the sole owner of the moulds, tools and devices until a minimum quantity to be agreed has been accepted and/or until a certain period of time has elapsed. The SUPPLIER must mark the moulds, tools and devices as third-party property and, if requested by the CUSTOMER, insure them at the CUSTOMER's expense. The SUPPLIER is entitled to appropriate compensation in the event that the moulds, tools and devices are handed over and the know-how transfer involved.
  3. In the case of CUSTOMER's own moulds, tools and devices in accordance with Section 2 and/or molds, tools and devices loaned by the CUSTOMER, the SUPPLIER's liability with regard to storage and care is limited to the same care as in his own affairs. The CUSTOMER shall bear the costs for maintenance and insurance. The SUPPLIER's obligations expire if the CUSTOMER fails to collect the moulds, tools and devices after the order has been completed and the CUSTOMER has been requested to do so. In this case he is entitled to return the moulds, tools and devices to the CUSTOMER at the CUSTOMER's expense. As long as the CUSTOMER has not fulfilled his contractual obligations in full, the SUPPLIER has the right to retain the moulds, tools and devices.

VII. Retention of Title

  1. Deliveries are made subject to retention of title, including extended retention of title, insofar as this right exists under the laws of the country concerned. If necessary, appropriate agreements must be made.
  2. The same applies to deliveries outside the scope of these terms of sale, provided that retention of title or extended retention of title is legally possible in the country where the goods are located at the time of assertion. Otherwise, the CUSTOMER is obliged to provide the SUPPLIER with all the rights provided for by the legislation in the SUPPLIER's country to secure claims.

VIII. Liability for Defects/Product Liability

  1. The CUSTOMER alone is responsible for the construction and functionality of the parts, even if he was advised during the development - unless the SUPPLIER gives a corresponding written assurance.
  2. Complaints about defects must be made in writing immediately, no later than two weeks after receipt of the delivery. In the case of hidden defects, this period is extended to one week after completion, but no longer than six months after receipt of the goods.
  3. In the event of a justified notice of defects, the SUPPLIER is obliged to choose whether to rectify the defect or provide a replacement free of charge. If he does not meet these obligations within a reasonable period of time, the CUSTOMER is entitled to declare a reduction in price or to withdraw from the contract. Further claims are excluded. Defective parts that have been replaced must be returned at the SUPPLIER's request and expense.
  4. Liability from national product liability laws remains unaffected.
  5. Unauthorized reworking or improper handling result in the loss of all claims for defects. The CUSTOMER is only entitled, after prior notification to the SUPPLIER, to rectify the damage and to demand reimbursement of the reasonable costs in order to prevent disproportionately large damage.

IX. Terms of Payment

  1. All payments are to be made exclusively to the SUPPLIER in the agreed currency.
  2. Unless otherwise agreed, the purchase price
    a) for molds is to be paid at 50% upon order confirmation and 50% 30 days after presentation of contractual samples without discount. In the event of change orders from the CUSTOMER before the mold has been completed and the SUPPLIER has confirmed it, all costs incurred up to that point must be reimbursed.
    b) paid for finished parts or other services within 30 days of the invoice date. Any discount granted requires the settlement of all previous invoices due.
  3. In the event of a delay in payment, interest on arrears shall be due at the rate that the bank charges the SUPPLIER for overdrafts.
  4. If there are reasonable doubts about the CUSTOMER's solvency, all the SUPPLIER's claims become due immediately. In addition, the SUPPLIER is entitled to withdraw from the contract after a reasonable period of grace or to demand compensation for non-performance.

X. Intellectual Property Rights

  1. The CUSTOMER is liable to the SUPPLIER for the freedom of the ordered deliveries and services from property rights of third parties, releases the SUPPLIER from all corresponding claims and is liable for any damage incurred.
  2. The SUPPLIER's construction documents, models, etc. remain his property and may only be used or passed on with his approval. If a delivery contract is not concluded due to the fault of the CUSTOMER, the SUPPLIER is entitled to appropriate compensation for the advance services it has provided.

XI. Fulfillment and Jurisdiction

  1. The place of fulfillment is the location of the delivery works.
  2. The place of jurisdiction is, at the SUPPLIER's choice, the location of the delivery works, the company headquarters or the CUSTOMER's headquarters.
  3. Austrian law applies.

XII. Severability Clause

Should individual terms of the contract based on these Terms of Delivery and Payment or these General Terms of Business be ineffective in whole or in part, the remainder of the terms shall remain in effect. In place of the ineffective term, a term will be used instead that comes as close as possible in its economic effect to the purpose of the ineffective term, while still being legally permissible.

 

As of June 10th, 2022