Terms and Conditions

General terms and conditions of sale and delivery

of   m s d - steeldesign Präzisionskomponenten GmbH

Status: April 2016                        Revision index: 01

I. General considerations and scope

1.              m s d – steeldesign Präzisionskomponenten GmbH is specialized in the production of mechatronic components in medical and safety technology. We have many years of experience in the CNC punching and laser technology and provide high-quality products and outstanding services in the sheet metal working industry. You will find further information on www.msd-steeldesign.de .

2.              The following conditions of service and delivery provide the basis for all our offers, orders, deliveries, and services. They are also valid for all future business relations even if they are not agreed explicitly.

3.              In this respect the business conditions of our clients are only recognized when they are in compliance with our conditions of service and delivery or when we explicitly provide them in writing as a base of the respective contract or service in an individual case.

4.              Our conditions of service and delivery are only valid for companies, legal persons and special funds under public law in accordance with § 310.1 of the German Civil Code (BGB).

II. Offer and offer documents

1.              Our offers are not binding and without obligation.

2.              Offers, cost estimates, models, drawings, calculations as well as contract and delivery documents must not be made available to unauthorized third parties. We keep copyright and ownership of these records. Orders, agreements, promises, etc. of our representatives need a written confirmation. We are bound to contract obligations only when we confirm the order or when we start to execute the order.

3.              Complaints of confirmation are to be made immediately, at the latest within a week and in writing.

4.              All information as measures weights, warranty of quality, illustrations, samples, descriptions, sketches etc. in offers, catalogues and other printed media are only approximately determined, however, in the best possible way, unless they are described explicitly as binding in the order confirmation. The compliance of material and partly finished goods which were made available by clients with contractual specifications or handed drawings and samples will only be checked by us in case of an explicit and written agreement.

5.              Transactions of the fields service as well as telephone arrangements need our written confirmation to become efficient.

III. Prices – terms of payment

1.              Provided that nothing else is agreed, our prices are ex-warehouse or ex-works plus costs of transport, packaging and value added tax. On delivery ex-works the prices are determined according to the conditions of the supplier's current price list which valid at the day of delivery.

Provided that there is nothing else stated in our offer, sampling costs are EUR 400.00 per piece. The exact invoice amount is calculated on the basis of the work that was actually performed.

2.             The repurchase of properly delivered and faultless products can only be taken into consideration due to an explicit, written agreement and only when the product is returned in its original packaging. The client does not have any legal claim for repurchase. The modalities of possible repurchase are reserved to a separate, written agreement.

3.              At the present time, usual and valid factors of calculation from the basis of our prices. If between contract conclusion and agreed delivery date, salary and wage-rates of the metal processing industry or the costs of raw materials, for energy auxiliary and operating materials change, we will be authorized to adapt the prices at our discretion according to the proportion of the changed costs.

4.              In absence of alternative agreements, all invoices shall be paid within 30 days from the date of invoice without any discount or within 14 days from the date of invoice at 2% discount provided that there are no outstanding payment obligations from previous deliveries.

5.              We do not accept bills of exchange and cheques.

6.              So far as no special agreements exist, we deliver to foreign countries only against payment in advance. Otherwise, the client has to open an irrevocable documentary letter of credit at his bank and at his own expense which is to set up in our favor.

7.              If the client is in default with his payments, all possible further outstanding accounts are due immediately in spite of possible contrary agreements.

The same applies, if the client suspends his payments, is heavily indebted, insolvency proceedings on his assets are filed or the filing of such proceedings is refused due to insufficient assets, or if circumstances become known which justify reasonable doubts about the creditworthiness of the client.

8.              In the case of default in payment of the client, we are authorized to make further deliveries and / or services dependent on advance payment or good-faith deposits or to set up legal claims.

9.              In the case of outstanding accounts due to several deliveries and / or services, we are entitled to make a reservation for the settlement of payment on account of the one or the other debt.

10.           The client shall only be entitled to offset rights if his counterclaims are found abssolutely, are undisputed or recognized by us. In addition to this, the client is entitled the right of retention in so far as his counterclaim is based on the same contractual relationship.

11.           We are authorized to assign our claims from deliveries and services for financing purposes.

12.           If the client is in default with a payment, all other outstanding accounts will become due immediately without any need for a separate notice of default.

13.           For deliveries and services in foreign countries is agreed explicitly that all costs of prosecution in the case of default in payment of the client are charged to client's account, both judicial and extrajudicial.

IV. Delivery and performance time

1.              Delivery dates or delivery times that can be agreed as binding or non-binding, require the written form.

2.              We are not responsible for delivery and service delay, even in the case of obligatory agreed time limits and appointed times, due to force majeure and due to events, which complicate the delivery for us not only temporary or make the delivery impossible - that includes especially strike, lock-out, official orders and so on. Such delivery and service delays authorize us to postpone the delivery and / or service around the duration of the hindrance plus an adequate initial period of time or to withdraw from the contract completely or in part because of the not yet fulfilled part.

3.              If the hindrance lasts longer than 2 months, our client will be authorized, after an adequate additional extension period, to withdraw from the contract with regard of the not yet fulfilled part. If the delivery time extends or if we are releived of our obligation, the client cannot derive any claims for damages from this.

4.              Provided that we cannot comply with obligatory agreed periods and dates or that we are in delay, our client has the right to compensation for every completed week of the delay of 3% of the invoice value of the deliveries and services affected by the delay. However, compensation will be a maximum of 15% of the invoice value. The limitation of liability does not apply, if a commercial transaction for delivery by a fixed date, where the date is of essence, was agreed or if the delay is founded on an intentional or grossly negligent contractual violation on our part, which includes any fault of our representatives or vicarious agents, or if our client asserts legitimately that the further fulfillment of the contract is no longer in his interest.

5.              The choice of shipment and means of transport is left to us under exclusion of any liability except of gross negligence and intention.

6.              Part-shipments are permitted.

7.              The contract is fulfilled even in the case of surplus or short deliveries of up to 10% of the ordered quantity. In the case of contracts with continuous delivery, we are to be notified of release quantities and delivery dates when the order is placed.

8.              Our liability in cases of gross negligence is also limited to foreseeable damage typical of the contract concerned.

9.              According to legal provisions, the client can only withdraw from the contract if we cannot furnish evidence if missing fault.

V. Passing of risk – packaging

1.              Deliveries and return deliveries are at the client's risk and cost.

2.              The risk for the client's objects that need to be processed is passed on to the client as soon as they leave our factories, at the latest with the delivery to the forwarding agent or common carrier. With regard to damages in transit we are only liable for intention and gross negligence. The liability is also excluded for simple and light negligence, as far as it is not a violation of a contractual obligation in the sense of the jurisdiction of the Federal Court of Justice.

3.              If it is the client's request that we collect the object to be processed, the client will bear the risk of transportation. We are free to insure this risk.

VI. Liability for defects

1.              Claims for defects by the client provide that the client met his inspection and reproof obligations according to §377 of the German Commercial Code (HGB) properly.

2.              We guarantee production in compliance with good professional practice and according to the acknowledged rules of technology, valid DIN regulations or DIN regulations generally acknoledged in the draft. We do not guarantee the fulfillment of product specific requirements, which cannot be derived without difficulty from the contractual specifications or from general knowledge according to the recognized rules of sound engineering practice.

3.              An existing defect authorizes our client to demand reworking. If the reworking fails, it is our client's choice to reduce the wages or withdraw from the contract. Reworking is regarded as being failed after the second unsuccessful try, if nothing else arises based on the nature of the item or the defect, or other circumstances.

4.              We are liable according to legal provisions as far as our client can set up claims for compensation due to intention or gross negligence including intention or gross negligence of our representatives or vicarious agents. If we are not accused of intentional breach of contract, our liability is limited to foreseeable, typically occurring damages. Excess claims for damages are excluded.

5.              Provided the item to be supplied is only specified according to generic terms, we will be only liable for compensation in damages, if we do not verity that we are not responsible for the defect.

6.              If we violate culpably an essential contractual obligation, we are liable according to legal provisions, however on the condition that our liability for compensation in damages is limited to the foreseeable, typically occurring damage.

7.              Our liability because of culpable violation of life, body or health remains untouched. This also applies to the conclusive liability according to the Law of Product Liability.

8.              If the client is entitled to claim compensation in damages instead of performance and is instead of this entitled to claim a refund of is vain expenses, this claim remains untouched according to § 284 of the German Civil Code (BGB).
Unless otherwise regulated above, our liability is excluded.

9.              If the client is entitled to a counterclaim that has been stated finally and absolute, is acknowledged or undisputed by us, he also has the right to refuse to fulfill an obligation insofar as it is based on the same contractual relationship.

10.           If the contract involves finishing work or further processing, we are not liable for the impairment of the item to be finished or processed, unless it is due to intention or gross negligence. In the case of deviations of the conditions of the material used, we are only liable up to the amount of our own claims against our supplier. In such case, we are released from our liability if we assign our clams against the supplier to our customer, unless the client totally or partly fails with said claims despite prior judicial action against our supplier.

11.           The limitation period for defect claims that are due to simple negligence, is regardless of the legal warranty of such claims mentioned in number 8, twelve months, beginning with the transfer of risk.

VII. Limitation of liability

1.              Further liability for compensation other than that stated in IV.3 and VI is excluded regardless of the legal nature of the claim asserted. This applies in particular to damage claims arising from fault when the contract was concluded, any other breach of obligations or because of tortuous claims for compensation for material damage in accordance with § 823 BGB.

2.              If the liability for damages against us is excluded or restricted, this also applies with regards to the personal damage liability of our employees, staff, representatives and vicarious agents.

VIII. Retention of title

1.              We reserve the ownership of the delivered goods until such time as the client has paid in full all claims including all claims on current accounts now and in future. In the case of the client's conduct contrary to contract, e. g. default of payment, we reserve the right to take back the reserved goods after setting a reasonable period of time. Taking back the reserved goods means a withdrawal from the contract. Seizing the reserved goods means a withdrawal from the contract as well. We are entitled to utilize the reserved goods after we have taken them back. After the deduction of a reasonable amount for utilization costs, the utilization net profit is to be charged with the amounts that are owed to us by the client.

2.              The client is obliged to treat the reserved goods carefully and to insure them sufficiently against fire, water damage and theft to cover their replacement value. Maintenance and inspection works which become necessary must be taken out in time and at the client's own expense.

3.              As long as the client is not in default of payment, he is entitled to sell and / or use the reserved goods properly in commercial transactions. It is not permitted to seize reserved goods or use them as security. Already now as a safety measure, the client transfers all claims with respect to the reserved goods (including all account balance debts from current account) arising from resale or any other legal reason (insurance, unlawful act) to the full extent to us. With this we accept the transfer. We authorize the client until further notice to collect the claims transferred to us for the client's account in his own name. In the case the client does not perform his obligations properly, the direct debt authorization can be revoked at any time. The client is not authorized to transfer the claim, not even for the purpose of the collection of accounts by means of factoring, unless the factoring party establishes an obligation to effect payment of consideration equal to the amount of the debts directly to us as long as we still have clams against the client.

4.              Processing or restructuring of the reserved goods by the client is always carried out for us. If the reserved goods is processed together with other products not belonging to us, we acqquire the co-ownership of the new product in the proportion of the value of the reserved goods (total invoice amount including value added tax) to the other processed products at the time of the processing. For the new product arising from processing, the same regulations apply as to the reserved goods. In the case of the inseparable mixing of the reserved goods with other products not belonging to us, we acquire co-ownership of the new product in the proportion of the value of the reserved goods (total invoice amount including value added tax) to the other mixed products at the time of the mixing. If the client's product after the mixing is to be seen as the primary product, the client and we agree that the client transfers proportionate co-ownership for this product to us. With this we accept the transfer. The client keeps our right of sole or co-ownership in his custody for us.

5.              In the case of third party access on the reserved good, especially seizing, the client will refer to our ownership rights and infirm us immediately, so that we are able to enforce our ownership rights. In the case that the third party is not able to reimburse the judicial or extrajudicial charges arising in this relation, the client is liable for such.

6.              We are obliged to release our securities to the extent that the realizable value of our securities exceeds the claims by more than 10%. We are entitled to choose the securities that will be released.

IX. Call-off contracts

1.              Call-of contracts are contracts of a specified quantity of goods that have to be delivered or accepted within a certain period of time upon request of the client, if necessary in partial quantities. We are entitled to keep deliveries that have not been accepted in time, but not obliged to keep them.

2.              The client is obligated to inspect partial deliveries and notify defects. Price adjustments are valid for every partial delivery as every delivery is a transaction of its own. Defects of a partial delivery do not entitle the client to withdraw from the entire contract.

3.              If the client is in default with the acceptance of the entire quantity or parts of it, we are entitled to charge for the performance not accepted and to store the goods at the client's own expense and risk. In the case of storage in our own warehouse, we will charge storing costs in the amount of 1% of the invoice amount for every month commenced starting 30 days after notification of readiness for dispatch. In third party warehouses, the respective charges apply. In the case of delay, we are entitled to withdraw from the contract and / or claim damages after setting a reasonable period of time. In the case of call-off contracts we already reserve the rights that arise due to acceptance delay when the client breaches his acceptance obligations for individual partial quantities.

X. Property rights

1.              Provided the client provides us with samples, drawings or specific product construction specifications of any other kind, he will release us from claims of third parties of both internal and external relations in the event of violations of property rights.

2.              On our request the client shall give any statement and / or undertake any action necessary to guarantee our release in the case of such violation of property rights of a third party.

XI. Applicable law – Place of jurisdiction – place of performance

1.              The laws of the Federal Republic of Germany apply. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

2.              Unless nothing other has been arranged in writing, our place of performance/business is

57413 Finnentrop-Heggen, Germany. Place of jurisdiction is 57368 Lennestadt, Germany.

We are, however, entitled to sue the client at the court of his place of residence.

Terms and conditions of purchase

of  m s d - steeldesign Präzisionskomponenten GmbH

Status: April 2016                    Revision index: 01

I. General provisions

1.              Our following terms and conditions of purchase exclusively apply for all deliveries and services that you (hereinafter "supplier") perform for m s d - steeldesign Präzisions-Komponenten GmbH (hereinafter
 - m s d - ). They are also valid for all future business relations even if they are not agreed explicitly. We do not recognized the supplier's terms and conditions of delivery and payment if they contradict our conditions or do not comply with them. Our terms and conditions of purchase also apply in the case that we accept the supplier's deliveries and services knowing that the supplier's terms and conditions contradict ours or do not comply with them.

2.              Contract modifications, amendments and oral arrangements are only valid if we verify them in writing.

3.              Our conditions of purchase are only valid for companies in accordance with § 310.1 of the German Civil Code (BGB).

4.              Framework agreements / fixed price arrangements between us and the supplier prevail. They are, if necessary, completed by these terms and conditions.

II. Order

1.              Orders, closures and call-offs as well as any modifications or amendments to them require the written form. Any oral agreements whether made before or after the contract conclusion, will only be effective upon our written consent. Orders and call-offs can only be made by means of remote data transmission, data processing media, via internet or e-mail after separate written agreement.

2.              The supplier may assign subcontractors only with our consent.

3.              We have the right to require changes to the goods to be delivered even after the conclusion of the contract insofar as such is reasonable to the supplier. Consequences resulting from this in respect to price increase or decrease shall be considered properly.

III. Prices / payment

1.              The price stated in the order is binding. In the absence of any written agreement, the price includes free shipping, packaging as well as customs procedures and customs. Price increases are only valid with our previous given consent.

2.              Invoices have to be submitted to us after delivery, separately and in due form.

3.              Unless otherwise agreed in writing, we will pay the total amount within 14 days at 3% discount or within 30 days at no discount after delivery/performance and receipt of invoice in the customary commercial manner.
a) Discount invoices:
Invoices from the 1st until the 15th of every month will be paid at the 30th of the same month, invoices from the 16th to the 31st of a month will be paid at the 15th of the following month at a discount.
b) Scheduled invoices:
Invoices that are due between the 1st and the 15th of a month will be paid at the 15th of the same month, invoices due between the 16th and the 31st of a month will be paid at the 30th of the same month.
We assume that the invoice date and the delivery date are identical. Longer periods of deliveries beyond the 15th resp. 30th cannot be taken into account during the same period.

4.              We reserve the right to set off and retain payments to the extent permitted by law.

IV. Packaging

Goods have to be packed in a way that damages are prevented. Packaging materials shall be used only to the extent necessary for this purpose. Reusable packaging materials have to be taken back by the supplier carriage paid.

V. Delivery time

1.              The delivery time stated in the order is binding. The supplier is in all events solely responsible for the procurement f the subcontracted supplies and services required for the ordered goods, also without a fault of his own.

2.              The supplier is obliged to inform us immediately in writing, if circumstances occur or become recognizable, which make it clear that the supplier will not be able to comply with the agreed delivery time.

3.              The non-compliance with the agreed delivery time entitles us to withdraw from the contract and demand compensation for damages due to non-fulfillment without notice of default and extension of time.

VI. Transfer of risk/ documents

1.              Unless otherwise agreed in writing, delivery has to be effected by the supplier free of charge to the indicated destination.

2.              In the case that we indicate a order, inventory, or product number in our order, the supplier is obliged to indicate this number in all of the correspondence and on all the shipping documents. The supplier is liable for all of our processing costs and consequences of delay that arise from faulty or missing number indication.

VII. Quality and documentation

1.              The supplier has to comply with the recognized rules of engineering, the safety regulations and the agreed technical data with all of his deliveries and to implement and prove a quality management system according to the recognized rules (e. g. DIN EN ISO 9000 ff, VDA 6 or the like).

2.              We reserve the right to convince ourselves of the effectiveness of the supplier's quality management systems, e. g. according to VDA Volume 6 "QS System audit". Modifications of specified product specifications or of the production process that influences them have to be indicated to us or agreed by us.

3.              The supplier has to verify the quality of the delivery items at all times. The contractual parties will inform each other in the case of a possible quality improvement.

4.              In the event the kind and extent of testing as well as the testing instruments and methods are not agreed between the supplier and us, we shall, upon the supplier's request, agree to discuss the testing with the supplier to the best of our know-how, experience and possibilities.

5.              Concerning specifications particularly marked in the technical documentation, the supplier has to document in special records when, in what manner and by whom the delivery items were checked regarding these specifications and he has to document the results of these tests. The supplier has to label the used materials and the processing processes for the particularly marked specifications in a way that they can be traced back.

6.              Testing documents have to be kept for ten years and presented to us on demand. To the extent legally possible, the supplier has to impose similar obligations on his upstream suppliers.

VIII. Non-disclosure

1.              The contractual parties commit to keep confidential any not obvious commercial and technical details which come to their knowledge during the course of their business relationship.

2.              Drawings, models, templates, samples and similar items must ot be passed on or made accessible to unauthorized third parties. The reproduction of such items is only permitted within the framework of operational requirements and the copyrights stipulations.

3.              Subcontractors are to be obliged accordingly.

4.              The contracting parties may only advertise their commercial relationship with prior written consent of the other party.

IX. Material defect claims and recourse

1.              We are obliged to examine the goods for possible recognizable quality and quantity variations within a reasonable period of time. A complaint is made in time provided that it is submitted to the supplier within 5 working days after delivery.

2.              The supplier guarantees that all deliveries and services confirm to the newest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, as well as professional and trade associations.

3.              The supplier is obliged within the framework of commercial and technical possibilities to use environment-friendly products and procedures for his deliveries and services and also for deliveries and secondary services of third parties. The supplier is liable for the environmental sustainability of the delivered goods and packaging materials and for all of the consequential damages resulting from any breach of his statutory obligations of disposal.

4.              We are entitled to the statutory claims for defect without restriction.

5.              Unless nothing else is agreed, the limitation period for material defect claims conforms to the law.

6.              In the event that parts of the delivery were refurbished or repaired within the limitation period of our claims, the limitation period starts again as soon as the supplier has fulfilled his obligation of supplementary performance.

7.              If we incur costs as a result of defective delivery of the contractual object, in particular costs for transport, travel, labor, material or costs that exceed the regular receiving inspection costs, the supplier has to reimburse such costs to us.

8.              If we take back products manufactured and / or sold by us as a consequence of the defectiveness of the contractual object delivered by the supplier or if the purchase price obtained by us was reduced, or claims of whatever nature are made against us, we reserve the right to recourse against the supplier, whereby an otherwise necessary grace period for the recourse rights is not required.

9.              We are entitled to demand compensation from the supplier for expenses we had to bear in the relation to our client, because he has made claims against us for reimbursement of the expenses required for the purpose of supplementary performance, in particular cost of transport, travel, labor and material.

10.           In the cases indicated under the paragraphs 8 and 9, the limitation period starts, at the earliest, 2 months after we have fulfilled the claims of our client against us, but not later than 5 years after delivery by the supplier.

11.           If a material defect becomes evident within 6 months since the transfer of risk, it is assumed that this defect has already existed at the time of risk transfer, unless this assumption is incompatible with the nature of the object or defect.

X. Product liability

1.              If the supplier is responsible for a product defect, he is obliged to release us from any third-party claims for compensation upon our request. Responsibility by the supplier is to be assumed in particular if the cause rests in its area of control and organization and is personally liable in relation to third parties.

2.              Within this framework the supplier is also obliged to reimburse possible expenses pursuant to §§ 683, 670 of the BGB that result from or in connection with our recall measures. We will inform the supplier of the content and scope of the recall measures to be performed and give him the opportunity to state his position to the extend possible and reasonable for us to do so.

3.              The supplier is obliged to take out product liability insurance at his expense and to the extent required by  - m s d -  .

4.              Unless otherwise agreed, the insurance cover applies for all of Europe conform in scope and duration with the applicable maximum limits of liability under the German Product Liability Act. The supplier will hand over a copy of the valid insurance policy to us.

XI. Property rights

1.              The supplier is responsible for ensuring that no third party rights are violated in connection with his delivery within the Federal Republic of Germany.

2.              If a third party makes claims against us for violation property rights, the supplier is obliged to release us from such claims upon our written request. We are not entitled to make any kind of arrangements, in particular any settlements, with the third party without the suppliers consent.

3.              The supplier's obligation of release refers to all damages arising from or in connection with claims made by a third party.

4.              The limitation period is 10 years starting with contract conclusion.

XII. Defects of title

1.              The supplier is responsible for ensuring that no third party rights are violated in connection with his delivery within the Federal Republic of Germany.

2.              If a third party makes claims against us for violating property rights in connection with the delivery, the supplier is obliged to release us from such claims upon our written request.

3.              The supplier's obligation of release refers to all damages arising from or in connection with claims made by a third party.

XIII. Retention of title

1.              If we provide parts or materials to the supplier, we reserve the right of ownership for such. Processing or restructuring by the supplier is always carried out for us.

2.              In the case of the inseparable mixing of the delivery item with other products not belonging to us, we acquire co-ownership of the new product in the proportion of the value of the reserved goods to the other mixed products at the time of the mixing. If, after processing, the supplier's product is to be seen as the primary product, the supplier and we agree that the supplier transfers proportionate co-ownership for this product to us. The supplier keeps our right co-ownership in his custody for us.

3.              We reserve the right of ownership for tools. The supplier is obliged to use the tools solely for the purpose of producing the products ordered by us. He is also obliged to take out insurance for the tools belonging to us against damages from fire, water and theft. The supplier is obliged to perform the necessary maintenance and inspection works in time and at his own expense. He is obliged to inform us in the event of malfunctions. Non-compliance with this obligations results in claims for compensation.

4.              The supplier is obliged to keep all received illustrations, calculations, drawings and other documents and information strictly confidential. They may only be made accessible to third parties with our explicit consent. The non-disclosure obligation remains valid after the fulfillment of the contract.

XIV. Further regulations

1.              Unless otherwise agreed and provided that registered merchants, legal persons and special funds under public law are involved, the place of performance and jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the place of residence of our factory involved in the contract. We are, however, entitled to sue the client at the court of his place of residence.

The place of performance/business is 57413 Finnentrop-Heggen, Germany. The place of jurisdiction is 57368 Lennestadt, Germany.

2.             Solely the laws of the Federal Republic of Germany apply to this contractual relationship.

3.              The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11. of April, 1980 is excluded.

4.              The supplier agrees that we may process and use any personal data that we have received within the framework of our business relationship to the extent permitted by the German Data Protection Act.

5.              In the event that one provision of these terms and conditions or a provision within the framework of other agreements is or becomes invalid, the validity of any other provision or agreement will not be affected. In such case the contracting parties are obligated to replace the invalid provision with one that is as similar as possible in its economic effect.

The above stated terms and conditions are also available for download in a PDF-format: