1. Conclusion of contract
1.1 All agreements, amendments to agreements and legally binding declarations between mk dichtungs ag and the Customer must be made in writing in order to be valid. Any waiver of this requirement for written form must also be made in writing. Electronic transmission of communications in the form of email shall be deemed comply with the written form required by this clause.
1.2 The contract between the Customer and mk dichtungs ag is concluded at the moment that the order is confirmed or the goods are sent by mk dichtungs ag.
1.3 If mk dichtungs ag has modified essential or minor points of the order in its order confirmation and the Customer does not agree to accept these changes, the Customer must notify mk dichtungs ag in writing of this immediately. This notification must be received by mk dichtungs ag within 5 working days after receipt of the order confirmation by the Customer, otherwise the contract shall be deemed accepted in accordance with the content of the order confirmation deviating from the order.
2. Application to future deliveries to the same Customer
These General Terms and Conditions of Delivery shall also apply to all future deliveries by mk dichtungs ag to the same Customer, even if no further explicit reference is made in a later contract between mk dichtungs ag and the Customer.
3. Scope of service
3.1 The scope of a delivery (quality and quantity) results only and finally from the order confirmation, including any annexes if these are declared an integral part of the order confirmation.
3.2 Excess or short deliveries up to 10% are permissible. mk dichtungs ag will invoice the amount actually delivered.
4. Terms, inspection and approval of delivery
4.1 The delivery date does not apply as an expiry date, and there is no fixed date transaction.
4.2 Delivery dates may only be postponed by mutual written agreement. Postponements of delivery dates requested by the Customer may only be granted on an exceptional basis. The resulting costs incurred by mk dichtungs ag must be borne by the Customer.
4.3 Delivery is EXW Unterkulm (Incoterm 2010).
4.4 The Customer shall inspect the delivery within 8 days of acceptance. The Customer must report any defects immediately upon discovery. Otherwise, the delivery shall be considered approved.
5. Prices and other costs
5.1 The confirmed prices are net prices excluding value added tax.
5.2 Costs of producing custom implements (e.g. tools, moulds) needed to perform the delivery shall be borne by the Customer and charged additionally.
6. Payment terms
The Customer must pay mk dichtungs ag’s invoices without any discounts from the invoice date, unless otherwise agreed. Failure to comply with a payment deadline entitles mk dichtungs ag to retain any deliveries owed to the Customer until all outstanding invoices have been paid, but does not release the Customer from their commitment to purchase.
Only whole, untrimmed 25 m rolls or entire packaging units can be returned, in perfect condition, against credit of the value of goods.
8. Ownership of Customer-specific moulds and tools
Moulds and tools remain in our ownership and possession even in the case of partial or total cost sharing by the Customer, and we are under no obligation to hand over these moulds and tools. We do commit to using these moulds and tools exclusively for the Customer concerned, however, and to treating and storing them carefully. Costs resulting from any use and wear shall always be borne by the Customer. These moulds and tools shall be stored at our expense for 5 years after their final use.
9. Substitution/use of third parties
mk dichtungs ag is authorised to use third parties to prepare a delivery without the consent of the Customer or to transfer preparation to third parties.
10.1 mk dichtungs ag warrants defect-free delivery, i.e. it assures that the delivery has the characteristics and meets the quality requirements as expressly stated in the order confirmation and in any annexes mentioned therein as integral components.
10.2 Whether the delivery is suitable for a specific purpose is to be examined and decided by the Customer, unless expressly agreed otherwise. The sole responsibility for the results obtained from the use of the delivery lies with the Customer.
10.3 mk dichtungs ag has the right to repair or subsequent delivery at its discretion.
10.4 The warranty obligation of mk dichtungs ag ends 12 months after handover of the delivery. Upon termination of the warranty obligation, any warranty claims due to defects in the delivery expire.
11. Liability of mk dichtungs ag
11.1 If a delivery is delayed or made impossible due to difficulties in the procurement of materials, problems with a supplier of mk dichtungs ag or machinery failure, fire, absence of a specialist etc. at mk dichtungs ag, a subcontractor of mk dichtungs ag or a third party pursuant to section 9, mk dichtungs ag shall be liable to the Customer for any resulting damage, in the case that it can be fairly accused of deliberate or grossly negligent conduct.
11.2 mk dichtungs ag is liable to the Customer up to the value of the delivery in accordance with the order confirmation for all direct damages other than those mentioned in section 11.1 for which mk dichtungs ag is directly culpable. mk dichtungs ag is liable for any further direct damages if it can be accused of intentional or grossly negligent conduct.
11.3 As far as legally permissible, mk dichtungs ag excludes any further liability.
12. Property rights
The manufacture of deliveries made by mk dichtungs ag according to drawings or models supplied by the customer is subject to the condition and assumption that the customer owns the corresponding rights. If mk dichtungs ag is nevertheless prosecuted for infringement of third-party property rights, the Customer must indemnify it completely.
13. Severability clause
Should a provision of these General Terms and Conditions of Delivery or an agreement concluded between mk dichtungs ag and the Customer prove to be wholly or partly ineffective, the Parties shall replace this provision with a new agreement that approximates its legal and commercial success as closely as possible.
14. Place of jurisdiction and applicable law
14.1 The exclusive place of jurisdiction shall be the registered office of mk dichtungs ag in Unterkulm.
14.2 Swiss law shall apply to the exclusion of the Vienna Convention of 11 April 1980.