General Terms and Conditions (AGB)

I. General

These General Terms and Conditions shall apply to any and all business relations with our customers, even if not expressively mentioned in future contracts. Deviating conditions of the ordering party are herewith rejected unless we agree expressively and in written.

Any additions, amendments and/or subsidiary agreements are subject to written confirmation. Oral agreements shall be valid only if confirmed in writing.

II. Orders / Quotations

Our quotations are always subject to confirmation. A contract shall be accepted only upon written confirmation by us.          

With regards to third party patents and sample titles acceptance, execution and delivery of the order will be at the risk and liability of the customer. The customer ensures that by using sent drawings, samples etc. third party’s rights will not be violated.

III. Prices

Prices are to be understood in EURO, plus legal VAT.

IV. Payment Conditions            

Our invoices are due and payable within the agreed period as of invoice date. Cash discount deductions require a separate agreement.                 Invoices for repairs, changes and refinishing are due on sight, net.         

Payments have to be executed by bank transfer.    

In case of payment delays we charge interest of 2 percent above the base interest rate, minimum 9 per cent. We reserve the right to charge for further delay damages.          

If there is justified concern about the buyer’s financial credibility or delays of partial payments by more than 10 days we will demand full payment even for payables not due.

V. Delivery conditions / delivery times      

Unless otherwise agreed delivery shall be “ex works Jülich, excl. packing” (according to INCOTERMS 2000). Delivery dates are approximate and not binding for us, under exclusion of any claims. Partial deliveries are acceptable, based on the payment conditions acc. IV.           

The delivery deadline shall be deemed complied after the goods have left the supplier’s works or warehouse.       

In case of Force Majeure we are entitled to delay performance for the duration of the event, plus a suitable grace period. We shall therefore not be liable for non or late performance of duties under this agreement that fall outside of our sphere of influence and responsibility such as currency, trade policy or other governmental issues, strikes, lock-outs, disturbances outside our responsibility such as fire, machine breakdowns, raw material or energy shortages, disturbance of traffic, delay of import and/or custom declaration and all other disturbances which severely complicate or eliminate the delivery of goods without being caused by us. It is irrelevant whether these circumstances occur at us, our supplier or sub-suppliers. If based on the aforementioned events the execution of the contract gets unbearable for one of the parties, especially if the execution is delayed by more than 6 months, this party can terminate the contract.      

VI. Retention of Title

The delivered goods shall remain our property until complete payment.     If the goods subject to retention of title have been sold to a third party the buyer transfers rights against the third party to us, based on the amounts payable to us. The buyer has to inform us about any garnishment or similar  impairment immediately. The buyer has to bear all cost necessary for the clearing of such impairment or return of the entitled goods unless they are being paid by a third party.

VII. Deliveries, Passing of Risk, Packing   

For DDP-deliveries the seller defines the particulars of transport.            

In case of “ex works” deliveries the seller’s duty is to make the goods available on the seller’s ground. The buyer has to bear all transport charges.  The goods will be packed according to standard. We do not bear the charges for return of packing materials or for recycling.

VIII. Call Orders        

The maximum contract period for call or partial orders is 12 months. If the buyer does not release delivery of the contractual goods within this period we reserve the right to deliver and invoice the goods.

IX. Warranty            

The buyer has to inspect the delivered goods immediately after receipt upon contractual delivery. He has to notify the seller in written about any defects immediately, otherwise the goods are considered as accepted after 8 days. Legal German Commercial Code (§ 3). In case of a rightful claim we can, at our choice, either repair the goods or deliver substitute goods. If the supplementary performance fails the buyer can reduce the buying price or, after a suitable deadline,  withdraw from the contract . If the defect is not major the buyer is only entitled to reduce the buying price.           If the buyer does not allow the immediate opportunity to inspect the defect or does not grant us access to the claimed goods upon our demand all rights for a claim are forfeited.    

We will not bear assembly charges connected to the defect, nor cover charges of the buyer for their own claim regulation, unless covered by law.     Unless otherwise agreed all claims arising from our delivery or connected with the goods become time-barred one year after receipt of the goods.                

Further claims, as far as legally acceptable, shall be excluded.

X. Industrial Property Rights     

We reserve our rights to all delivered goods, catalogues, leaflets, images, drawings and other documentation, especially copyright, title and all administrative rights.

XI. Place of Performance and Court of Jurisdiction   

Place of performance is Jülich / Germany.

Court of Jurisdiction for all contractual obligations is the place of our head office. The legal contract between the parties shall be exclusively governed by German Law.

XII. Miscellaneous    

Buyers outside the EU must furnish proof that the goods are exempted from VAT otherwise the applicable VAT has to be paid.

In the event of deliveries from the Federal Republic of Germany to other EU countries the buyer has to state his VAT-Ident-number before the delivery takes place. Otherwise the buyer has to reimburse us with the applicable VAT on top of the agreed price.

The remaining provisions of these General Terms and Conditions shall remain binding even if individual clauses should be invalid.

General Terms and Conditions of Purchase (EGB)

I. General

Our orders and contracts are solely subject to the following Conditions of Purchase / Quality Agreements. Changes and/or amendments or any supplier’s sales conditions deviating from these following Conditions of Purchase only apply if these have been accepted in written as addition to our Conditions of Purchase / Quality Agreements.

2. Scope

According to the order specification the supplier commits himself to the responsible quality control of all order items in order to secure characteristics of the goods in correspondence with the drawings. 

3. Delivery Conditions

The supplier commits himself to test the quality of the goods – prior to delivery to us - produced by him on his own responsibility. In lack of a special agreement the prices are to be understood free delivered including packing, excluding value added tax. The supplier bears the risk up to acceptance of the goods by us or our agent wherever the goods have to be delivered in accordance with the order. The supplier uses his own testing methods for the products to be delivered to us. In case of incomplete or wrong ordering documentation by us the supplier has to inform us immediately and support us with the solution of the problem. There is agreement that once new insights have been found a corresponding modification of the testing documentation can be required from both parties, in order to subsequently adjust the documentation. The supplier must supervise his deliveries in a suitable manner. The results of the quality control will be documented by us and given to the supplier’s information. Deviations have to be discussed with us prior to delivery. Delivery may only be executed after written approval by us.

4. Delivery

Deviations from our contracts and orders only apply if we have consented beforehand. Agreed deadlines and due dates are binding. If agreed dates cannot be kept due to circumstances caused by the supplier we are entitled to either cancel the contract after the passing of a suitable grace period or order a substitute delivery from a third party and/or ask for compensation because of failure to perform. We have the right to re-claim all surcharges caused by the supplier’s late delivery or performance. The acceptance of a late delivery or performance does not constitute a waiver of any damage claims. Partial deliveries will only be accepted after prior agreement.

5. Consignment

The goods have to be delivered in suitable environmentally friendly packing which excludes any interference with the function and damage during transport. Each delivery has to be clearly accompanied by the following information:

  • Our order number
  • Description / drawing number
  • Quantity
  • Measurements
  • Length / weight
  • Supplier’s charge number
  • Test certificate
  • Safety data sheet

6. Conditions of acceptance of delivery

We accept receipt of goods by examination of incoming goods. If the goods fail these we are entitled to:

  • reject the delivery at the supplier’s cost.
  • accept the goods subjected to later claims.
  • rectification of defects at supplier’s cost.

In all cases the supplier has to be informed.

7. Technical modifications at the supplier

Any modifications of processes and testing schedules including the use of new or, based on quality determined characteristics, modified raw materials require our new release and therefore have to be applied for well in advance. The supplier has to guarantee that quality, function and reliability will not be affected.

8. Payment

Unless otherwise agreed, payment will be settled within 14 days subject to 3 per cent cash discount or within 60 days net. The payment period starts with our receipt of both the invoice and the complete delivery of the goods or the complete performance of your services respectively. Place of delivery is according to purchase order.

9. Quality Control

By the supplier’s quality control scheme our quality requirements have to be guaranteed. The quality control system has to be documented according to the applicable standards. Processes and testing schedules have to be fixed in written and submitted to our attention if so required. Retraceability to sub-suppliers has to be ensured.

 

 

Disclaimer:

1. Acceptance of our Terms

By visiting the website www.adamantgmbh.de, viewing, accessing or otherwise using any of the services or information created, collected, compiled or submitted to www.adamantgmbh.de, you agree to be bound by the following Terms and Conditions of Service. If you do not want to be bound by our Terms your only option is not to visit, view or otherwise use the services of www.adamantgmbh.de. You understand, agree and acknowledge that these Terms constitute a legally binding agreement between you and www.adamantgmbh.de and that your use of www.adamantgmbh.de shall indicate your conclusive acceptance of this agreement.

2. Provision of Services

You agree and acknowledge that www.adamantgmbh.de is entitled to modify, improve or discontinue any of its services at its sole discretion and without notice to you even if it may result in you being prevented from accessing any information contained in it. Furthermore, you agree and acknowledge that www.adamantgmbh.de is entitled to provide services to you through subsidiaries or affiliated entities.

3. Proprietary Rights

You acknowledge and agree that www.adamantgmbh.de may contain proprietary and confidential information including trademarks, service marks and patents protected by intellectual property laws and international intellectual property treaties. www.adamantgmbh.de authorizes you to view and make a single copy of portions of its content for offline, personal, non-commercial use. Our content may not be sold, reproduced, or distributed without our written permission. Any third-party trademarks, service marks and logos are the property of their respective owners. Any further rights not specifically granted herein are reserved.

4. Submitted Content

When you submit content to www.adamantgmbh.de you simultaneously grant www.adamantgmbh.de an irrevocable, worldwide, royalty free license to publish, display, modify, distribute and syndicate your content worldwide. You confirm and warrant that you have the required authority to grant the above license to www.adamantgmbh.de.

5. Termination of Agreement

The Terms of this agreement will continue to apply in perpetuity until terminated by either party without notice at any time for any reason. Terms that are to continue in perpetuity shall be unaffected by the termination of this agreement.

6. Disclaimer of Warranties

You understand and agree that your use of www.adamantgmbh.de is entirely at your own risk and that our services are provided “As Is” and “As Available”. www.adamantgmbh.de does not make any express or implied warranties, endorsements or representations whatsoever as to the operation of the www.adamantgmbh.de website, information, content, materials, or products. This shall include, but not be limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement, and warranties that access to or use of the service will be uninterrupted or error-free or that defects in the service will be corrected.

7. Limitation of Liability

You understand and agree that www.adamantgmbh.de and any of its subsidiaries or affiliates shall in no event be liable for any direct, indirect, incidental, consequential, or exemplary damages. This shall include, but not be limited to damages for loss of profits, business interruption, business reputation or goodwill, loss of programs or information or other intangible loss arising out of the use of or the inability to use the service, or information, or any permanent or temporary cessation of such service or access to information, or the deletion or corruption of any content or information, or the failure to store any content or information. The above limitation shall apply whether or not www.adamantgmbh.de has been advised of or should have been aware of the possibility of such damages. In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not allowed the liability of www.adamantgmbh.de is limited to the greatest extent permitted by law.

8. External Content

www.adamantgmbh.de may include hyperlinks to third-party content, advertising or websites. You acknowledge and agree that www.adamantgmbh.de is not responsible for and does not endorse any advertising, products or resource available from such resources or websites.

9. Jurisdiction

You expressly understand and agree to submit to the personal and exclusive jurisdiction of the courts of the country, state, province or territory determined solely by www.adamantgmbh.de to resolve any legal matter arising from this agreement or related to your use of www.adamantgmbh.de. If the court of law having jurisdiction, rules that any provision of the agreement is invalid, then that provision will be removed from the Terms and the remaining Terms will continue to be valid.

10. Entire Agreement

You understand and agree that the above Terms constitute the entire general agreement between you and www.adamantgmbh.de. You may be subject to additional Terms and conditions when you use, purchase or access other services, affiliate services or third-party content or material.11. Changes to the Termswww.adamantgmbh.de reserves the right to modify these Terms from time to time at our sole discretion and without any notice. Changes to our Terms become effective on the date they are posted and your continued use of www.adamantgmbh.de after any changes to Terms will signify your agreement to be bound by them.