1. Scope of Application
The business relationship between the YKK STOCKO FASTENERS GmbH (user) and the customers are exclusively subject to the following general terms and conditions stated herein according to the valid version at the time of placing the order/ conclusion of the respective contract. These terms and conditions also apply in particular when we render delivery/perform services without reservation while knowing of varying terms and conditions of our customer. Any terms and conditions on the part of the customer which deviate from these General Terms and Conditions will not be recognized unless the user has explicitly agreed to them in writing.
Our Terms and Conditions only apply to entrepreneurs as defined in § 14 BGB [German Civil Code].
2. Conclusion of Contract
Our offers are always subject to confirmation. A contract becomes only effective upon written confirmation (letter of confirmation).
All agreements that are concluded between us and the customer for the purpose of executing the contract must be set out in writing upon conclusion of the contract. Collateral agreements of any nature regarding our offers, confirmations or agreements shall only be valid and included in the contract if confirmed by us in writing.
Any details given in our offers, leaflets and catalogs concerning drawings, pictures and information, especially weight and dimensions aspects or other technical data are not binding; these as well as DIN, VDE or other company or inter-company norms referred to define only the subject of the contract and are only a guarantee on characteristics where this has been explicitly agreed in writing or where a guarantee is indicated.
3. Right to Rescind the Contract
We have the right to rescind the contract should its fulfillment meet with technical difficulties that are insurmountable even when exercising extreme care and commitment or which can only be overcome at a disproportionately high expenditure compared to the value of the items / performance to be delivered by us. Disproportionate means here costs that exceed more than 15 % of the order volume. The customer is to be informed without delay – if possible already upon conclusion of the contract – about recognizable failure in the technical implementation with conclusion of the contract with corresponding reservations. As the case may be payments received from the customer for not rendered services are to be reimbursed.
We shall also be entitled to withdraw from the contract if the customer fails to make contractually agreed advance payments in due time.
4. Prices / Terms of Payment
Unless no other currency is indicated in our offer our prices are calculated in EURO plus the currently applicable value added tax for delivery ex works including customary packing.
If the date of delivery is more than four months later than the conclusion of the contract – in particular in the case of call orders – we reserve the right to change our prices appropriately if reductions or increases in costs occur after the conclusion of the contract in particular due to changes in material prices or wage agreements. This shall be verified to the customer on request.
We reserve the right to request an appropriate advance payment or a bank guarantee prior to fulfilling the order.
We are entitled to invoice electronically via e-mail. An invoice with a qualified electronic signature pursuant to the provisions of the VAT act shall be sent to the customer.
Unless not otherwise provided in the confirmation of order, the purchase price will be due for payment immediately after the relevant invoice has been received and is payable within the term of payment set in the invoice. The statutory regulations about the consequences of default of payment shall apply. If the customer shall fail to make the payment when it becomes due, the customer will be in default without the need for further payment demands. In this case the amount invoiced is to be paid with the legal rate of interest at a minimum of 5 percentage points above the respective base rate of the ECB starting from the day following the due date for payment. This does not apply if the customer is not liable for the default of payment.
4.6 The customer shall only be entitled to offsetting rights if they are either based on the same contractual relationship or if his counterclaims are declared legally valid, are undisputed or have been recognized by us. In addition the customer is only authorized to practice the right of retention in so far as his counterclaim is based on the same contractual relationship.
5. Place of Performance / Passing of Risk
Place of performance is our place of business.
The risk is transferred to the customer no later than at the time the goods are shipped.
Other conditions shall only apply if they have been expressly agreed upon in writing.
6. Delivery Period
A date of delivery is quoted without obligation in the letter of confirmation.
We shall only be in default with our obligation to deliver after a written reminder has been issued by the customer with fixing of a period of time but not prior to the end of the date indicated in the letter of confirmation. Another precondition for default is that the customer has met his obligation to co-operate in time and properly.
If the customer is in default of acceptance or culpably violates other obligations to co-operate, we are entitled to ask for the compensation of any resulting damage including any possible extra expenses. Any further claims shall remain unaffected hereby.
Insofar as the preconditions of a default of acceptance exist, the risk of an accidental loss or the accidental deterioration of the object of purchase shall pass to the customer at the moment that he is in default of acceptance.
Should we default on a delivery or should it become impossible for us to meet our performance obligation, we shall be liable for damages only under the conditions and to the extent determined in article 8 of these GTC unless a transaction for a delivery by a fixed date has been agreed before.
If we are in default of delivery which is due to only slight negligence by us, the customer’s possible claims for damages shall be limited to a flat-rate compensation for delay in the amount of 0.5 % of the value of goods to be delivered for every complete week of delay, however not exceeding a maximum total of 5 % of the value of goods to be delivered, whereupon we shall prove that the delay in delivery caused no or only minor damage.
7. Call Orders / Partial Delivery / Excess and Short Deliveries
In the case of call orders the goods are to be accepted at almost the same monthly quantities unless something different has been agreed in writing. The total quantity shall be deemed called-off one month after the expiry of the period agreed for the call-off or, failing such an agreement, with the end of the sixth month after the conclusion of the contract.
We reserve shipments of quantities of 10 % in excess of or below the ordered quantity as well as with slight deviations in dimensions, weights and from pictures to the extent that the functionality of the delivered goods and their overall appearance is not affected.
We shall be entitled to make partial delivery.