General Terms and Conditions for the Supply of Gearings and Drive Elements
1. Offer and Scope of Deliveries
OMS-offers are subject to change. An order shall only be considered accepted when it has been confirmed in writing by the supplier. The written confirmation of order issued by the supplier shall be authoritative for the scope of the order. Amendments, supplements or verbal agreements must also be accepted by the supplier in writing. Documentation in printed form, the offer and the order confirmation, such as descriptions, illustrations and drawings, dimensions and weights, are only deemed as approximates, unless they are expressly designated as binding. Excess and short weights and deliveries within customary commercial limits do not establish entitlements to claims or price reductions. The customer assumes full responsibility for the documentation to be supplied by him, such as drawings, models, gauges, samples or similar.
2. General Execution
Unless otherwise agreed, bores and shaft seats are designed according to ISA fittings, gear teeth of gears up to 1000 mm diameter and up to Module 10 according to DIN 3961-67. Classification is performed by the supplier. Tolerances for gears over 1000 mm diameter or over Module 10 are to be agreed upon separately. The logo of the supplier may be applied to all parts.
3. Processing of Submitted Parts
Parts submitted to OMS for processing shall be shipped free of charge to the supplier's factory, and as required, in suitable packaging, including a packing list. A notice of dispatch displaying the order number of the supplier shall be sent to the supplier. The type of material of the parts submitted shall be specified; for the assurance of the best possible processing. Pre-processed parts shall be delivered dimensionally accurate and in a flawless operating condition. Parts to be broached are not to be completely processed part, and shall have additions for re-machining. In the event that these prerequisites are not fulfilled, the supplier will be entitled to invoice the costs for additional work as well as replacement for prematurely worn or damaged tools resulting from non-compliance or to withdraw from the contract, in either case the customer shall be obliged to reimburse the corresponding part of the contract-price as well as the aforementioned additional costs. Defective delivered parts shall be returned at the expense of the customer if no supplementary agreement has previously been arranged. Tools and gauges which do not correspond to the normal range of the supplier, as well as special clamping devices shall result in additional invoicing to the customer. This equipment shall remain the property of the supplier. Incorrectly pre-processed gear bodies may either be reworked or returned to the customer without further inquiry at the expense of the customer. However, only gear bodies submitted for gear cutting shall be de-burred, if this has been expressly agreed. Scrap material originating from the parts submitted for processing shall become the property of the supplier. Packaging remains with the supplier and shall be disposed of free of charge, provided it is not contaminated.
4. Price and Terms of Payment
The prices are Ex-Works in Euro and do not include packaging, freight, postage and insurance. Packing and shipping are carried out at the discretion of the supplier, however, without further liability of the supplier. Insurance against damage in transit shall only be taken out by the supplier at the express request of the customer, and at the expense of the customer. Packaging material shall only be taken back in the event that a separate agreement has been made by both parties. Payments shall be made in EURO, plus VAT, without any deductions, and free of transaction charges to the payment point of the supplier:
a) in the case of an ongoing business transactions, no later than 30 days after the invoice date;
b) in-advance, in the case of first-time business transactions, repairs or similar activities;
c) in the case of smaller amount payments COD- cash on delivery;
d) in the case of foreign deliveries, only by special agreement. The VAT is not applicable abroad.
Unless otherwise agreed, payments for deliveries of large orders will be made:
30% after receipt of the order confirmation,
30% on shipping or notification of readiness for shipping,
40% 30 days after date of invoice.
Partial deliveries are payable immediately. Assembly costs are payable immediately upon receipt of the invoice. If the agreed payment deadlines are exceeded, compensation for delay shall be charged; - without the need for payment reminders and shall be subjected to the assertion of further claims in the amount of the respective bank interest and fees for open business credits. The retention of payments or offsetting of unacknowledged counterclaims of the customer is excluded. Default of payment by the customer or insufficient information entitles the supplier to claim advance payment for outstanding deliveries of all current orders. If a suspension of the contract is agreed, the fixed price is due and shall be immediately paid to the supplier. OMS maintains the right to calculate and charge fees for interim storage for the period of suspension based on material, time, effort and space used.
5. Retention of Title
The supplier maintains the Retention of Title of the item or items to be delivered, until, all payments obligations arising from the contract have been fulfilled. The customer may neither pledge nor assign the delivery item for security purposes. In the event of seizure, confiscation or other dispositions by third parties, the customer shall notify immediately the supplier . The assertion of the Retention of Title, as well as the seizure of the delivery item by the supplier, shall not be deemed as a withdrawal from the delivery contract. When goods of the supplier are combined by the customer with other goods to form a unified object, it is hereby agreed that the customer shall transfer proportional co-ownership of the goods to the supplier within the definition of § 947 sec. 1 BGB (German Civil Code) and shall keep the item in safe custody for the supplier.
6. Delivery Period
The delivery period shall commence with the issuance of the order confirmation, however not before provision of the documents, approvals, and clearances which are to be provided by the customer and not before receipt of an agreed down payment. The delivery period shall be extended appropriately in the event of unforeseen hindrances which are outside the responsibility of the supplier, regardless of whether they occur in the facilities of the supplier or those of subcontractors, e.g. Cases of Force Majeure, governmental measures and other non-culpable delays in the completion of parts to be delivered, operational disturbances, strikes, delays in the delivery of essential production or raw materials, as far as such hindrances can be proven to have a considerable influence on the completion or delivery of the item to be delivered. Nor shall the Supplier be responsible for such hindrances should they occur during a period of pre-existing delay. Any subsequent amendments to the item of delivery which are requested by the customer shall result in the termination of the original delivery period, and shall therefore, initiate a new delivery period beginning from the date of notification of the requested amendment. Compensation for delay and the right to claims are hereby excluded. If shipment is delayed for reasons for which the supplier is not responsible, the customer, after notification of shipment readiness, shall be charged for the documented costs incurred for storage. The supplier maintains the right to store the item of delivery at an external location.
7. Transfer of Risk
The transfer of risk to the customer shall take place at the latest with the shipping of the items to be delivered ex-works, even if, in exceptional cases, freight-free delivery and assembly has been agreed. In the event that shipping is delayed due to circumstances for which the supplier is not responsible, the transfer of risk to the customer shall take place from the day of readiness for shipping. Discrepancies resulting from the shipping shall be immediately reported to the supplier in writing after receipt of the goods.
8. Liability for Delivery Deficiencies
For deficiencies of the delivery, including the absence of expressly warranted characteristics, the supplier shall be liable, with the exclusions as follows:
All those parts which prove to be unusable or whose usability is considerably impaired within 6 months or, in the case of day and night operation, within 3 months from the time of the transfer of risk, as a result of a circumstance prior to the transfer of risk, in particular due to poor building materials procured by the supplier or defective workmanship, shall be repaired or replaced free of charge by the supplier at his discretion. This is conditional on the fulfillment of the contractual obligations of the customer, and in particular, the agreed terms of payment. The discovery of such deficiencies is to be reported immediately to the supplier. The right of the customer to assert claims arising from deficiencies shall expire in all cases within 3 months from the date of timely notice of deficiencies. For the execution of all amendments or the replacement delivery which appear necessary to the supplier, the purchaser shall grant the required time and opportunity free of charge. Any parts which are the subject of complaint shall only be returned to the supplier upon his request. The freight for the parts which are the subject of the complaint shall be payable by the customer. Ownership of replaced parts shall be transferred to the supplier. Liability shall not be assumed for parts to be delivered which are subject to damage or premature consumption due to their material composition, the type of use, natural wear and tear, incorrect or negligent handling, excessive stress, unsuitable operating materials, chemical, electrochemical or electrical weathering and natural influences. For third-party products, the liability of the supplier is limited to the allocation of the liability claims to which he is entitled against the supplier of the third-party product. The authoritative operating characteristics of the gear boxes are determined by the results obtained on the test bench of the supplier. No liability shall be assumed by the supplier for faults arising from the installation conditions or improper handling. For the delivery of individual parts, the supplier shall only be liable for design in accordance with drawings. Liability for rework or replacement parts that have been delivered shall be limited to the expiration date of the original delivery's warranty period. Liability expires when reworking, amendments or repair work is performed without the prior consent of the supplier. Further claims of the customer, regardless of the legal basis, in particular for compensation for direct or indirect damage as well as for assembly and dis-assembly costs, are excluded.
9. Liability for Deficiencies in the Processing of Submitted Parts
The supplier shall be liable for the processing of the submitted material such as machining, heat treatment, grinding, etc. However, the supplier shall not be liable for defects resulting from the behavior of the material. In the event that submitted parts are rendered unusable during processing due to material deficiencies or other shortcomings, the customer shall reimburse the supplier for the processing costs incurred. In the event that components become unusable due to circumstances for which the supplier is responsible, the supplier shall provide the processing of similar replacement components. In the case of individual orders ( generally less than 20 identical items) the replacement parts shall be provided by the customer free of charge and without shipping costs. In the case of series orders (20 and more identical items), the supplier shall provide compensation if the reject rate exceeds 5% of the number of items delivered, each version being calculated on its own merits, in the amount of the costs of raw materials and wages incurred by the customer, but not exceeding a maximum of 5 times the order value for the component which is to be replaced.
10. Right of Withdrawal and Other Rights
The customer shall be entitled to withdraw from the contract if the delivery becomes completely impossible for the supplier, if the supplier in default has negligently allowed a sufficient period of grace granted to him with the threat of withdrawal to expire, if the supplier has negligently allowed a sufficient period of grace granted to him for the rectification of a deficiency for which he is responsible within the meaning of the terms of delivery to expire ineffectively or if the rectification of the deficiency proves impossible. Unforeseen events within the scope of clause 6, which lead to the agreed delivery time being exceeded, entitle the supplier, to the exclusion of any claims by the customer, to withdraw from the contract in whole or in part if the economic circumstances have changed so considerably since the order was placed that the supplier cannot reasonably be expected to fulfil the contract. The foregoing shall also apply if an extension of the delivery period was initially agreed. Apart from the aforementioned right of withdrawal and the claims stipulated in clauses 8 and 9, the customer may not assert any claims for compensation or other rights against the supplier on account of any disadvantages associated with the delivery contract or the delivery item, irrespective of the legal grounds on which the customer bases the claim.
11. Place of Performance and Jurisdiction
Place of performance for both parties is the registered office of the supplier. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship between the supplier and the customer is the court of law which has jurisdiction at the supplier's registered office. Furthermore, the supplier shall also be entitled to take legal action against the customer at its registered office.
The contract is governed by the laws of the Federal Republic of Germany. Terms and conditions of the customer which are in conflict with these conditions shall not be binding on the supplier, even if they form the basis of the order, and the supplier has not expressly objected to their contents.