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Terms and Conditions

General – Area of Application

Our terms and conditions shall apply exclusively; we reject any terms and conditions of the customer to the contrary or deviating from our terms and conditions, unless we haveexpressly consented to their validity in writing. Our terms and conditions shall apply even if we effect the delivery to the customer without reservation with knowledge of termsand conditions of the customer to the contrary or deviating from our terms and conditions.

All agreements, which are made between the customer and us for the purpose of executing this contract, shall be laid down in writing in this contract. Any amendments of orsupplements to the contract shall be made in writing. Our sales staff and agents are not vested with commercial power or power to collect. Therefore, any agreements with theaforesaid persons will only become effective after having been confirmed by us in writing. To the extent our terms and conditions call for the written form such requirement willalsobe satisfied by telefax or e-mail without electronic signature.

Our terms and conditions shall only be applicable vis-à-vis entrepreneurs, legal entities according to public lawor public special funds in accordance with the law under jurisdiction of India. They also apply to all future transactions with the customer within ongoing business relations.

Offer – Documents – Orders

Our offer is not binding unless otherwise stated in the confirmation of the order or otherwise expressly declared by us in writing. A contract shall be deemed concluded only ifwe have confirmed an order in writing, or if we execute the order and deliver it. We do not accept orders falling below a volume of 50,000 items; such orders will be subject to a specialagreement.

We reserve title to and the copyright in illustrations, prospectuses, calculations or any other documents. These documents may not be made available to third parties. Thisparticularly applies to written documents, which are marked “confidential”. The customer shall obtain our express written consent prior to passing on such documents to thirdparties. In all other respects, § 14 of our terms and conditions shall apply.

Prices – Terms of Payment

Unless otherwise stated in the confirmation of the order, our prices apply “ex work”, exclusive of any kind of freight, postage, taxes and or duties or any other levies as applicable from time to time. Unless otherwise agreed upon in writing, all our prices are quoted and shall be paid in Indian Rupees (INR).

Unless otherwise agreed, all invoices shall be payable to the account stated by us free of charges and costs in the currency agreed within 7 days (receipt of payment) following the date of the invoice. In the event of failure of payment, an additional interest will be charged @ 40% per annum basis until the realization of the amount into our accounts.

In the event of substantial changes of order-related cost after the conclusion of the contract, e.g. cost of materials or auxiliary material, labor costs or other statutory charges, weshall be entitled to adjust the price accordingly provided that a delivery date exceeding four weeks after the conclusion of the contract was agreed on, unless otherwise agreed. Inthe event of customer’s subsequent requests for amendment, we may additionally charge the customer for any extra expenses incurred by us.

The customer shall have a right of set-off only if his counterclaims have been recognized by declaratory judgment, have not been contested or have been recognized by us. Thecustomer shall be entitled to exercise a right of retention or a right to refuse performance only if the conditions according to sentence one have been satisfied and, furthermore, hiscounterclaim is based on the same contractual relationship. Further, we shall be entitled to set off any of our claims against any claims of the customer vis-à-vis the enterprisereferred to in the heading or vis-à-vis us.

Drafts and checks shall be accepted – if at all – as conditional payment only. The costs of drafts and checks shall be for the customer’s account. The date of payment shall be the date on which the amount is realized into our account.

We shall be entitled to initially set off payments of the customer against the oldest invoices due,
i.e. in the following order: first against cost, then against interest, and, finally,against the principal performance.

If we are obliged to make advance deliveries and, after the conclusion of the contract, circumstances come to our knowledge that indicate a substantial deterioration of thecustomer’s assets, we may demand, at our option, either security within a reasonable period of time or contemporaneous payment on delivery. If the customer does not meet thisrequest, we shall be entitled, subject to further statutory rights, to withdraw from the contract, while the title of the goods remain with us until the payment against all our outstanding dues are cleared.

Time of Delivery

Commencement of the time of delivery stated by us presupposes that all relevant questions have been clarified, and that the customer has performed any of his obligations.Unless otherwise agreed or provided for in the contract, the time of delivery stated by us is not binding.

We shall not be liable for delays in delivery owing to force majeure or unforeseen circumstances beyond our control such as plant interruptions, strikes, lock-outs, lack of meansof transportation, difficulties in procuring raw materials, orders by authorities, or belated delivery by our supplier. Any agreed term for delivery shall be extended by the periodof obstruction plus an appropriate start-up period. If the obstruction lasts longer than two months, the customer and we shall be entitled at the end of an additional period of timeof reasonable length to be set to rescind the contract with regard to the part not yet performed. In this case, claims for damages are excluded.

If, after our default, the customer grants us a reasonable period of time of at least two weeks and we do not observe this additional period of time, the customer shall be entitled torescind the contract. In this case, the claims for damage are excluded.

If the customer defaults in taking delivery or infringes other duties to cooperate, we shall be entitled to claim compensation for the damage suffered by us, including anyadditional expenses. In this case, the risk of accidental loss or accidental deterioration of the object of purchase will pass to the customer at the time when he defaults in takingdelivery.

We are entitled to effect part deliveries or deliveries prior to the expiry of the time of delivery, unless a noticeable interest of the customer is opposed to this.

The customer shall be obliged, on our request, to declare in writing within a reasonable period of time whether he will rescind the contract owing to a delay in delivery, or whether he insists on delivery.

Serial Deliveries, Long-term and Call-off Contracts

Contracts of unlimited duration may be terminated by either contracting party with a notice period of six months to the end of the month, unless otherwise agreed.

If, in the case of contracts with a term exceeding twelve months or contracts of unlimited duration, a substantial change of the labor costs or the cost of energy or materials occursafter the expiry of the first four weeks of the term of contract, either contracting party shall be entitled to request a reasonable adjustment of the price by taking into account theaforesaid aspects, unless otherwise agreed. § 3.3 shall not thereby be affected.

Our prices are calculated on the basis of the order quantities agreed on. If no binding order quantities were agreed on, our cost estimate will be based on the target quantitiesagreed on. If the order falls short of the order quantity or target quantity by more than 20 %, we shall be entitled to reasonably increase the price per item. If the customerexceeds the quantity by more than 45 % with our approval, he may request a reasonable price reduction provided that he notifies us in writing at least two months prior to theagreed date of delivery. The price reduction or increase must be determined according to our cost estimate bases.

In the case of call-off supply contracts, we must be notified by call-forward notice of binding quantities at least three months prior to the date of delivery, unless otherwise agreed.
In this case, we will be discharged from our supply obligation if the call-forward notice is not received in good time for reasons for which the customer is responsible. If wenevertheless effect delivery, any additional expenses caused by the customer owing to a belated call-forward notice or subsequent changes of the call-forward notice as to time orquantity shall be borne by the customer.

Given the particularities of production engineering, we shall be entitled to deliver the following excess or short quantities for reasons of production without this constituting adefect: in the case of a delivery quantity of at least 50,000 items, +/- 10%.

Passing of Risk, Shipment and Packaging

Unless otherwise agreed in writing, the delivery clause “ex works“shall apply. This also applies in case we undertook to bear the cost of transport.

Only on the customer’s express request, we shall take out a transport insurance policy for delivery; the costs accruing in this connection shall be borne by the customer.

In the absence of a particular instruction, the choice of the means of transportation and the transport route shall be in our discretion.

Disposable packaging will not be taken back. Exchangeable or lent packaging material (e.g. palettes) shall be returned or exchanged within two months.

Weights and Measures

The IS standards shall be decisive for keeping to measures. In all other respects, the weights and measures contained in our offers and confirmation of offers are stated
to the best of our knowledge, however these are approximations only. They do not constitute a quality guarantee. Minor deviations, particularly deviations on technical groundsthat are customary in trade, shall not entitle the customer to complaints or warranty claims, unless otherwise agreed.

We only apply to our delivered items state-of-the-art technology, rules and provisions as applicable in India, and we do not check applicable rules and provisions applicablein foreign countries, unless otherwise expressly agreed upon. If the customer wishes compliance of the delivered items with foreign rules and provisions, he shall point out suchrules and provisions prior to the conclusion of the contract and shall, on our demand, explain these. In any case, customer shall inform us about these rules and provisions in suchtimely manner that we are able to regard them. In the event of information after conclusion of the contract, Clause 3.3, 2nd Sentence shall apply mutatis mutandis.

Warranty Claims

The warranty rights (warranty claims) of a customer acting in his capacity as merchant presuppose that he inspects the delivered items immediately upon receipt and gives writtennotice of any visible defects without undue delay after carrying out the inspection, or of hidden defects without undue delay after their discovery, specifying the defect discoveredin writing. All other entrepreneurs shall be obliged to give written notice of any visible defects within one week following the passing of risk, or of hidden defects within one week after their discovery; otherwise, the warranty claims of the customer will become forfeited. We shall be given the opportunity toinspect the defect notified on the customer’s premises. We shall be obliged to carry out such inspection without undue delay, if the customer has an interest in a promptarrangement.

Any warranty claims including but not limited to damage claims of the customer shall be excluded if the customer does not observe our or commonly known rules of application,instructions or technical standards when using the delivered items, and the defect is caused thereby. The same shall apply to damages or consequential damage caused byimproper usage of the items or non-observance of the conditions imposed by the customer (in particular, intended purpose, inspection procedure, technical performance anddelivery instructions handed over to us, construction documents, choice of material) through the customer’s own fault.

Warranty rights do not exist insofar as there are only slight deviations from quality or an insignificant impairment of usability of the delivered items, e.g. in the event of slightcolor deviations. Tolerances on technical grounds or tolerances that are customary in trade do not constitute defects. We point out that the permanency of paints and lacquersand the durability of plastics and other parts, if necessary, that we use for manufacturing our products may be limited and depend on proper storing.

All our specifications constitute service descriptions and approximations only. They do not constitute guarantees, unless expressly otherwise agreed.

If we are responsible for a defect discovered, we shall be entitled, at our option, to repair or replace the delivered item.

In the event of a notification of defects, payments of the customer may only be withheld within a scope being in a reasonable proportion to the defects occurred. Furthermore,these payments may only be withheld provided that the requirements of § 3.4 sentence two of our terms and conditions are fulfilled.

In case a customer wrongfully notifies defects for which we are not responsible, for reasons that are not attributable to us, we shall be entitled to charge to the customer’s accountreasonable expenses incurred by us for remedying the delivered items and/or determining the defects.

We may charge to the customer’s account the additional costs of the expenses necessarily incurred for the purpose of subsequent performance, particularly transport charges,traveling expenses, cost of labor and of materials insofar as the expenses are increased as a result of taking the delivered item to a place other than the delivery address, unless thetaking of the delivered item to such other place is in conformity with the contractual purpose and was known to us upon the conclusion of the contract.

Claims of the customer under a right of recourse in connection with a purchase of consumer goods shall insofar be excluded as the customer’sagreements with his customers exceed the statutory warranty rights of his customers. The customer shall inform us immediately about any warranty rights of his customers so thatwe may satisfy, at our option, the claims of the customers of our customer instead of our customer’s claims.

Before the customer may assert further claims or statutory rights (rescission of contract, reduction in the purchase price, damages or reimbursement of expenses, or selfperformancein case of contracts for work and services), we shall first be given the opportunity to effect subsequent performance within a reasonable period of time, unless wehave given any guarantee to the contrary. Should subsequent performance fail despite two attempts, should it be impossible or unacceptable for the customer, or should we refusesubsequent performance, the customer may rescind the contract or reduce payment. § 9 of our terms and conditions shall apply to the assertion of damage claims or claims forreimbursement of expenses.

Furthermore, the following provisions shall apply to claims from defects of title:

Unless otherwise agreed, we shall only be obliged to effect deliveries free of any rights of third parties in India. If the deliveries shall be used outside India, customer isobliged to check at his own risk prior to use whether the deliveries are free of any rights of third parties in the country of use, or shall inform us prior to the conclusion of contractorat least in such timely manner about such rights that we are able to regard them. Unless otherwise agreed upon, we do not check the existence of third parties’ rights outside India. In the event of customer’s information after conclusion of the contract, Clause 3.3, 2nd Sentence shall apply mutatis mutandis.

We shall only be responsible for consultancy services rendered by us if expressly agreed. The customer shall be responsible for ensuring that our deliveries correspond to the useintended by him.

The customer shall be liable for the correctness of the plates, manufacturing documents and samples delivered by him.

Damages

The assertion of damage claims and claims for reimbursement of expenses based on defects in the delivered items shall be excluded insofar as we cannot effect subsequentperformance for reasons beyond our control. The customer may only assert damage claims for damage caused by defects if the defect was caused by our own fault. We shall beliable for consequential damage caused by delivery of defective items only if the damage was caused by a negligent violation of substantial duties.

In all other respects, damage claims and claims for reimbursement of expenses of the customer – irrespective of the legal grounds -, particularly for violation of duties under andin connection with the obligation, from violation of mutual confidence upon or prior to the conclusion of a contract, or unlawful act shall be excluded.

Reservation of Title

We shall retain title to the delivered items until receipt of all payments owed by the customer under the contract. In the event that the customer acts in breach of contract, inparticular defaults in payment despite a reasonable extension of the original term, we shall be entitled to take back the items delivered. This shall not apply if the customer hasalready filed a petition for the institution of insolvency proceedings or insolvency proceedings have been instituted, owing to which we are not permitted to immediately takeback the items delivered. After taking back the delivered items, we shall be entitled to realize the same; the realization proceeds shall be set off against the customer’s liabilities,less reasonable costs of the realization.

The customer is obliged to handle the delivery item carefully. In particular, he is obliged to insure the same sufficiently at the reinstatement value at his expense against damagecaused by fire, water and theft. If maintenance and inspection work is necessary, the customer shall carry out such work at his expense in good time.

The customer shall inform us in writing without undue delay of attachments and any other interference by third parties. The customer shall be liable to us for any court and out ofcourt costs of any action which may be necessary under the laws of the jurisdiction of India. brought by a thirdparty who claims title to the attached property), provided that we cannot obtain reimbursement for such costs from the defendant (third party).

The customer shall be entitled to resell the delivery item in the ordinary course of business; however, he herewith already assigns to us all claims to the amount of the invoice sumtotal (including all added levies) accruing to him from the resale against his customers or third parties, irrespective of whether the delivery item has been resold without or afterhaving been processed. The customer shall be authorized to collect this claim even after assignment. However, we shall be authorized to collect the claim ourselves if thecustomer does not perform his obligations to pay from the collected proceeds, defaults in payment or has filed a petition for the institution of insolvency proceedings or such apetition has been filed or payments have ceased. In such cases, we may demand that the customer immediately states which claims have been assigned and their debtors,furnishes all the information necessary for the collection, hands over the appurtenant documents and notifies the debtor (third party) of the assignment. However, it will not bepossible for us to collect the claim if the Insolvency Code precludes this.

Any processing or transformation of the delivered item by the customer shall always be carried out on our behalf. If the delivered item is processed with other items notbelonging to us, we shall acquire joint title to the new thing in the proportion of the value of the delivered thing to the other processed items at the time of the processing. In allother respects, the provisions applicable to the items delivered with a reservation shall also apply to the thing resulting from the processing.

If the items delivered by us are mixed with other items not belonging to us to form an integral part, we shall acquire joint title to the new thing in the proportion of the value ofthe goods delivered by us to the other mixed items at the time of the mixing. If the mixing is done in such a way that the customer’s thing must be deemed to be the main thing, itis agreed that the customer will have transferred joint title to us proportionally. The customer shall hold the sole or joint title in safekeeping for us.

We undertake to release the securities to which we are entitled at the customer’s request also to the extent that the value of our securities exceeds the claims to be secured by morethan 20 %. Selection of the securities to be released shall be incumbent on us.

In the event that the delivered item is situated outside India, the following shall apply in derogation of Clause

If the delivery item was delivered prior to paymentof all amounts owed by customer under the contract, we shall retain title to the item until payment in full insofar as this is admissible under the law in the area of application ofwhich the object of purchase is located. If this law does not permit the reservation of title, but allows us to reserve other rights to the delivery item, we may exercise all rights ofthis kind. The customer is obliged to assist us in any action to protect our title or the right to the object of purchase which replaces such title.

Order-related Manufacturing Facilities – Items to be poured – Items provided by the Customer – Execution Documents

Order-related manufacturing facilities such as designs, samples and master plates provided by the customer shall be forwarded to us without charge at the customer’s risk. Weshall only be obliged to check the conformity between the manufacturing facilities provided by the customer and the contractual specifications, or the drawings or samplesprovided to us, if expressly agreed on. We shall be entitled to modify manufacturing facilities provided by the customer if such modification is required on technical grounds orfacilitates manufacturing without modifying the items to be manufactured.

The customer shall bear the costs required for necessary modifications of and maintenance work to be performed with regard to his manufacturing facilities. This shall also applyto the replacement of his manufacturing facilities, insofar as such replacement is due to the usual wear and tear, or if we are not responsible for the unsuitability of hismanufacturing facilities (see § 11.3).

We will treat and store the manufacturing facilities with the same care that we usually employ in our own affairs. Therefore, we shall not be liable for the incidental loss ordeterioration of the manufacturing facilities. We may return manufacturing facilities of the customer that we do not need any longer at the customer’s expense and risk, or, if thecustomer does not meet our request for collection within a reasonable period of time, to keep the same at the customer’s expense and destroy them after the expiry of a period oftime of reasonable length and a corresponding warning.

Insofar as we manufacture or procure manufacturing facilities or designs at the customer’s request, the customer shall reimburse us for any cost thereby incurred. If cost are notcharged in full, the customer shall also bear the residual cost if he does not take delivery of such number of items as promised to him upon the conclusion of the contract. Wereserve title to any designs or manufacturing facilities manufactured or procured by us; they will be used exclusively for goods delivered to the customer during the term of thecontract. In the event that three years have passed since the last delivery, we shall not be obliged to keep said manufacturing facilities or designs any longer. If, in derogation ofthe above, the contracting parties agreed that the customer would become the owner of the facilities or designs, title shall pass to him upon payment of the purchase price. Delivery of the facilities and designs shall be replaced by our obligation to keep these items. The customer may terminate the deposit relationship two years following the passingof title at the earliest, unless otherwise agreed.

The materials to be provided by the customer shall be delivered in an excellent quality, including a reasonable quantity surcharge.

The customer undertakes to check any printed or execution documents submitted to him. The customer shall countersign and return the documents in case of approval. Anycorrections must be clearly marked. The customer shall be responsible for any defects that are visible for the customer but were overlooked by him.

Industrial Property Rights

If deliveries violating industrial property rights of third parties are effected according to drawings or other information or manufacturing facilities of the customer, the customershall release us from any claims of such third parties. The same shall apply to documents provided by the customer.

License claims of the customer, which are based on industrial property rights in designs submitted, or manufactured or procured on his behalf, as well as in manufacturingfacilities shall be excluded insofar as we use these in conformity with the contract.

We reserve title to and the copyright in any outlines, drafts, drawings, etc. prepared by us unless otherwise agreed. These documents must be returned to us upon request, andcopies of the same must be destroyed. A right of retention shall not insofar exist.

In the event of a violation of rights of third parties caused by the customer, the customer shall release us from any claims on first demand by third parties.

Confidentiality

Either contracting party undertakes to use any of the documents made available to it (including designs, samples and data) as well as the knowledge obtained within the framework of business relations for the jointly pursued objectives only, and not to disclose the same to third parties. This shall particularly apply if the respective other contracting party has marked such documents or knowledge “confidential”, or has an obvious interest in their not being disclosed.

Jurisdiction – Place of Performance

If the customer is a merchant, the place of jurisdiction shall be our registered office. However, we are entitled to sue the customer also at the court having jurisdiction over hisregistered office.

Unless otherwise follows from the confirmation of the order, the place of performance for our services shall be the place of our supplying factory. For financial obligations, theplace of performance shall be our registered office.

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