The following General Conditions of Delivery and Payment for Foreign Customers shall apply to all deliveries of our products, except as modified by express agreement accepted in writing by both parties.
1. Scope of application
The sales and deliveries of RINGSPANN (U.K.) LTD. are made exclusively in accordance with the following terms and conditions of delivery and payment (“Terms and Conditions”). The purchaser acknowledges the Terms and Conditions by placing an order or accepting delivery. The Terms and Conditions shall also apply to all future transactions with the purchaser. The validity of deviating or supplementary terms and conditions of the purchaser shall be excluded, even if we have not expressly objected to them.
2. Offer and Conclusion of Contract
Our letters of offer and such of confirmation shall be exclusively decisive for the scope and type of delivery. The order shall be deemed accepted when confirmed by us in writing; until such time, our offer shall be deemed non-binding. Measurements, weights, illustrations and drawings shall only be binding for the execution of the order if confirmed by us in writing.
We reserve the ownership and intellectual property rights to illustrations, drawings, sketches and other documents. They must not be made accessible to third parties without our prior consent and must be returned on our request.
The purchaser guarantees that the working drawings submitted by it do not infringe any third-party rights. We shall not be obliged vis-à-vis the purchaser to check whether we infringe any third-party rights if we produce in accordance with the working drawings submitted to us. The purchaser shall indemnify and hold harmless us against and from any third-party claims based on the infringement of rights through the working drawings submitted by the purchaser.
We will only supply workshop or individual part drawings if this has been agreed when placing the order and confirmed by us in writing.
3. Prices and terms of delivery
The prices are ex works RINGSPANN (U.K.) LTD., Bedford, United Kingdom (Incoterms 2020), and do not include value-added tax, packaging, freight or postage. Unless otherwise agreed on a case by case basis, our prices applicable at the time the contract is concluded shall apply.
Delivery shall be ex works RINGSPANN (U.K.) LTD., Bedford, United Kingdom unless otherwise stated.
4. Terms of Payment
Unless otherwise agreed in writing payment must be made by bank transfer within thirty (30) days after receipt of the invoice without deduction.
The purchaser is entitled to set-off any claims only if its respective counterclaim is undisputed or finally adjudicated. The same applies to any rights of retention. In the event of defects in the delivery item, the rights of the purchaser shall remain unaffected.
If the purchaser is in default of payment, interest shall be charged at a daily rate of 4 percentage points a year above the base interest rate of the Bank of England from time to time. Claims for further damages caused by the default remain unaffected.
5. Retention of Title
We reserve title to the delivery item until receipt of all payments due and payable under the delivery contract.
The purchaser may neither pledge the delivery item nor assign it as security. In case of seizure, confiscation or other dispositions by third parties, the purchaser must inform us immediately.
If the purchaser acts in breach of contract, in particular in case of default of payment, we are entitled to take back the delivery item and the purchaser is obliged to surrender. The assertion of retention of title rights by us shall not be deemed a withdrawal from the contract.
An application for the opening of insolvency proceedings entitles us to withdraw from the contract and to demand the immediate return of the delivery item.
If the purchaser combines our goods with other goods or products to form a single item, it is hereby agreed that the purchaser transfers proportional co-ownership within the meaning of the laws of England and Wales to us and keeps the item in custody for us.
The purchaser may only resell the goods which are subject to retention of title rights in the ordinary course of business at its normal terms and conditions and as long as the purchaser is not in default, provided that the purchaser agrees to retention of title rights with its customers and that the claims from the resale are transferred to us. The purchaser is not entitled to dispose of the reserved goods in any other way. The purchaser’s claims arising from the reserved goods are hereby assigned to us and we hereby accept such assignment. They serve as security to the same extent as the reserved goods.
The purchaser is revocably authorized to collect the claims assigned to us in its own name and as our trustee. We may revoke this authorization if the purchaser is in default with material obligations, such as payment to us; in the event of revocation, we are entitled to collect the claims ourselves.
In case of deliveries to other jurisdictions in which the above retention of title rights do not have the same security effect as in England and Wales, the purchaser will do its utmost to provide us with appropriate security rights without undue delay. The purchaser shall duly cooperate in all measures such as registration, publication etc. which are necessary and beneficial for the effectiveness and enforceability of such security rights.
6. Delivery time
The delivery time and delivery dates are considered approximate and are only binding if they have been agreed upon as binding in the contract. The delivery period shall commence as soon as all technical details of the execution have been clarified and both parties agree on all matters of the transaction.
Unforeseen events beyond our control, e.g. operational disruptions, delayed deliveries from our subcontractors, production rejects in our plant or such of the subcontractor as well as force majeure, release us from the obligation to deliver or perform for the duration of such events. Delivery and performance periods or dates shall be extended or postponed by the duration of the disruption.
Orders whose delivery extends over several delivery installments will only be accepted by us if an acceptance date is specified by the purchaser for each delivery installment and the total period for delivery of the order does not exceed nine (9) months unless agreed otherwise in writing in exceptional circumstances. Upon expiry of the agreed nine (9) months’ period, we shall be entitled to make the total remaining quantity available to the purchaser without notice, even if the purchaser is in default of acceptance of the previous delivery installments.
If the purchaser is in default of acceptance or violates other obligations to cooperate, we are entitled, without prejudice to any other rights, to store the delivery item appropriately at the risk and expense of the purchaser or to withdraw from the contract in accordance with the statutory provisions.
We may make partial deliveries for justified reasons, provided this is reasonable for the purchaser.
7. Liability for defects of the delivery
The quality of the delivery item shall be determined exclusively by the performance data and measurements according to the catalogue. In case of custom-made products for the purchaser, the agreed quality shall be measured exclusively in accordance with the design drawing approved by the purchaser.
We reserve the right to make minor changes to the delivery item with regard to its construction, material and/or workmanship, provided that this does not alter the agreed quality.
Rights of the purchaser due to defects of the delivery item require that it inspects the delivery item after delivery and notifies us in writing of any defects immediately, but no later than one working week after delivery; hidden defects must be notified to us in writing immediately after their discovery.
In case of any notice of defect, we shall be entitled to inspect the rejected delivery item. The purchaser shall grant us sufficient time and opportunity to do so. We may demand that the purchaser returns the rejected delivery item to us at our expense.
If a notice of defect by the purchaser proves to be unjustified and if the purchaser has recognized this before the notice of defect was made or has not recognized it due to negligence, the purchaser shall be obliged to compensate us for all damages incurred therewith, e.g. travel, shipping and inspection costs.
We shall remedy defects at our own discretion by eliminating the defect free of charge for the purchaser or, alternatively, by supplying a defect-free delivery item free of charge. The purchaser shall grant us reasonable time and opportunity necessary for remediation.
Rights of the purchaser due to defects are excluded in the following cases: (i) normal wear and tear; (ii) if damage to the delivery items occurs for reasons for which the purchaser is responsible, in particular due to improper use, non-compliance with the operating instructions, faulty commissioning or faulty handling (e.g. excessive strain); (iii) faulty assembly or incorrect assembly or installation by the purchaser or by third parties commissioned by it; (iv) use of unsuitable accessories or unsuitable spare parts; (v) performance of unsuitable repair measures by the purchaser or by third parties commissioned by it; or (vi) performance of modifications or reworking without our approval.
The period of limitation for the rights of the purchaser due to defects is twelve (12) months from the time of transfer of risk. This shall not apply to cases specified in clause 8 (ii).
Except as set out in this contract, all warranties, conditions, terms and undertakings, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, performance or fitness or suitability for purpose) in respect of our goods or services to be provided by us to the purchaser are excluded to the fullest extent permitted by law.
8. Limitation of liability, compensation
Our obligation to pay damages is limited as follows:
- For the violation of material contractual obligations, we shall only be liable for the damages typically foreseeable at the time of conclusion of the contract. We shall, however, not be liable for loss of profits or any consequential or indirect damages, unless the relevant obligation is specifically designed to protect against such damages. In addition, we shall not be liable for the breach of non-material contractual obligations.
- In the event of breach of contract, tort (including simple negligence), misrepresentation, restitution or otherwise, our liability shall be limited to the annual order value of the products which have caused the relevant damages.
- The aforementioned limitations of liability do not apply to damages caused intentionally or by gross negligence, to death or culpably caused bodily injury, to any breach of the terms implied by section 12 of the Sale of Goods Act 1979 and any other liability which cannot be legally limited. Furthermore, they shall not apply if and insofar as we have assumed a guarantee.
The purchaser is obliged to take reasonable measures to prevent and reduce the damage.
9. Withdrawal from contract
The purchaser shall be entitled to withdraw from the contract only if we have failed to remedy a defect for which we are responsible for within a reasonable period of time set by the purchaser or if the delivery is delayed due to a circumstance for which we are responsible and a reasonable period of time set by the purchaser for the delivery has expired or if the remediation of the defect or the delivery is impossible. We may withdraw from the contract with immediate effect without limiting our other rights or remedies, by giving written notice to the customer if the customer fails to pay any amount due to us on the due date for payment.
10. General provisions
Unless it expressly states otherwise, these Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Terms and Conditions.
Place of performance and jurisdiction is England and Wales. However, we are entitled to sue the purchaser at any other applicable place of jurisdiction. The purchaser may not transfer its contractual rights to third parties without our express consent.
If a provision of these Terms and Conditions is invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.
These Terms and Conditions and the contractual relationship between the parties shall be governed by the laws of the England and Wales, excluding the conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).