General Terms and Conditions

Deliveries from mt materials ag and mt materials global gmbh are made exclusively on the basis of our general terms and conditions of sale and delivery.

1. General

1.1 Each order is based on an offer, order confirmation and the “General Terms and Conditions” listed below. Changes and additions must be made in writing and signed by both contracting parties to be legally valid. Oral ancillary agreements are not binding.
1.2 All technical explanations, advice that deviate from our guidelines as well as agreements regarding prices, delivery times and terms of payment made by our employees only become binding with our written order confirmation.
1.3 All necessary data, such as name, address, order or booking data of the customer are stored in our EDP and are therefore subject to data protection by law.
1.4 The following provisions on the delivery of goods also apply to services.

2 Conclusion of Contract

2.1 The contract is deemed to be concluded when the seller has sent a written order confirmation to the last known address/e-mail address after receipt of the order.
2.2 In the case of changes and additions requested by the customer after the conclusion of the contract, we are free to take these into account. The offers, price lists and cost estimates provided are non-binding.
2.3 The seller's offers are non-binding. The seller has the right to offer and sell the items on which the offer is based to third parties at any time up to the conclusion of the contract, whereby the customer is not entitled to any resulting claims for damages or are excluded.

3 Withdrawal from Contract

If the creditworthiness of our customer is questioned or in the event of a breakdown, difficulties in procuring the materials, traffic disruptions or similar circumstances, we are unable to deliver or the retention of title agreed by us has been asserted, the customer has no right to compensation or anything else Expectations. If our customer's creditworthiness is questionable, we also have the choice of demanding immediate cash payment or the provision of security in the amount of the entire order amount before delivery instead of withdrawing from the contract.

4 Information and documents

4.1 The information contained in mailings, brochures, circulars, advertisements, illustrations and price lists etc. regarding weight, dimensions, capacity, price, performance and the like are only relevant if they are expressly referred to in the order confirmation.
4.2 Plans, sketches and other technical documents as well as samples, catalogues, brochures, illustrations and the like always remain the intellectual property of the seller. Any use, duplication, publication may only take place with the express consent of the owner.

5 prizes

5.1 Unless otherwise agreed, the prices apply net from the seller's distribution center (FCA, Incoterms 2010), including packaging. If delivery with delivery is agreed, the prices are DAP (Incoterms 2010).
5.2 The prices are based on the costs at the time the price is given. Should the costs change up to the time of delivery, these changes will be in favor of or at the expense of the buyer. We may raise prices, in particular due to higher labor and material costs, increased energy and fuel costs and higher transport costs.
5.3 If the contract is concluded with the prices disclosed, the sales price applicable on the day of delivery will be charged.

6 Terms of Payment

6.1 Payment of the purchase price is made as agreed or within thirty (30) days of the invoice date, net. In the event of late payment, we are entitled to charge interest on arrears.
6.2 The buyer is not entitled to withhold payments due to warranty claims or other counterclaims not recognized by the seller.
6.3 If the buyer is in arrears with an agreed payment or other service, the seller can either insist on the fulfillment of the contract and
- a) postpone the fulfillment of its own obligations until the outstanding payments or other services have been rendered,
- b) claim a reasonable delivery time,
- c) call in the entire purchase price that is still due,
- d) if there is no reason for the buyer to be relieved as per Art. 10, charge default interest of 10% from the due date or withdraw from the contract.

7 delivery time

7.1 The "probable" delivery dates stated in the contract are not fixed dates and are only approximate and are not binding. The agreed delivery dates are extended by a maximum of three months if we are unable to deliver on time for operational reasons which cannot be averted with the diligence of a prudent businessman.
7.2 The delivery date agreed between the contracting parties is to be understood as a guide time. Should there be delayed deliveries as a result of difficulties in procuring materials, force majeure or the like, we reserve the right to set a new delivery time. In this case, the customer can withdraw from the contract at the earliest 4 months after the original delivery date has been exceeded. Any claims for damages caused by late delivery are excluded. Partial services, partial deliveries and their invoicing are permitted, whereby these are to be accepted by the customer and to be paid according to the payment terms specified.

8 framework orders

In the case of contracts that extend over a period of more than four weeks (purchase agreements), each delivery forms a separate transaction. The prices communicated with the respective call confirmation are decisive for the calculations. If our prices are increased between order confirmation and delivery within the limits set by the legal provisions and the provisions according to point 7, the new prices shall apply. We are entitled, without granting a period of grace, to delete the quantity for which the buyer is in arrears with the call or acceptance of the goods or to insist on acceptance. We reserve the right to assert any liability for damages.

9 Shipping

9.1 The costs and the risk of shipping are transferred exclusively to the buyer when the goods are handed over to the forwarding agent or carrier, even if the goods have to be separated due to a delay in acceptance.
9.2 We accept no liability for overloading, damage in the course of loading or the completeness of the loading. If defects do occur, these must be reported immediately and the resulting rights then come into effect.
9.3 In the event of transport damage, this must be reported immediately to the forwarding agent or carrier and recorded by the carrier on the receipt.

10 Warranty

10.1 We provide a warranty in accordance with the law and in accordance with the following provisions. If warranty claims and claims for damages are otherwise excluded, the customer is obliged to check the delivered goods after acceptance and to report any defects immediately and in detail in writing. Defects that appear later must also be reported in writing immediately after they are discovered. The warranty period will not be extended due to the rectification of defects. As long as the customer has not properly fulfilled his contractual obligations, we are not obliged to rectify the defect, in particular to rectify the defect or make a subsequent delivery. If the delivered goods are modified, improperly handled or processed by the customer, the warranty obligation expires. We only have to pay for the costs of a defect rectification carried out by the customer himself if we have given our written consent. Only those properties that have been expressly guaranteed by us in writing are deemed to be guaranteed. Customary and/or production-related deviations in dimensions, equipment and material just as little justify a complaint as color deviations or the like. (within specification)
10.2 If we are obliged to guarantee our customer, we are free to carry out repairs or replacement delivery. If this does not lead to a contractual service within a reasonable period of time, our customer can either request a price reduction or withdraw from the contract, all of this in accordance with statutory provisions. All warranty claims are limited to the value of the defective product delivered by us. We are not responsible for consequential damage that occurs in connection with a warranty case, for example after processing has already taken place.

11 Damages

11.1 Claims for damages, for example due to delay in delivery, withdrawal from the contract, defective delivery and for whatever reason, can only be asserted against us if we are responsible for gross negligence or intent. Other claims for damages, in particular those due to positive breach of contract or culpa in contrahendo are also excluded, unless we are responsible for intent or gross negligence.
11.2 Claims for damages in any case only cover the repair of damage, but not consequential damage and loss of profit.

12 Place of Performance and Jurisdiction

12.1 The place of jurisdiction for all disputes arising directly or indirectly from this delivery transaction is exclusively CH-8180 Bülach, ZH.

The German language version of this text has primacy over the English translation, which is for informational purposes only.

mt materials ag, Schwarzackerstrasse 11, CH – 8304 Wallisellen – info@mtmaterials.com – +41 44 806 30 30 Status: 02/2022