Terms and Conditions

General Terms and Conditions (GTC) of GLT Bearings® GmbH

1. General Information

a) The following terms and conditions apply to all our offers and services, even where in individual cases it is not specifically stated that they should apply and even if these terms and conditions are excluded in the terms and conditions of the customer.

b) If for any reason whatsoever any one of these conditions should become void, the validity of the contract and of all of the other terms and conditions and obligations shall not be affected thereby.

c) The contractual partners agree to achieve the sense and purpose of the corrected conditions in the best possible manner.

d) Any agreement must be made in writing in order to be valid.

e) Insofar as this written agreement is made using a computer system and without a physical signature, this shall suffice for the requirements.

f) We reserve the right to change our general terms and conditions at any time. In this case, we will inform our business partners appropriately.

2. Offers and Orders

a) Any of our offers may be subject to change. Offers placed with us or our representatives shall only be deemed to have been accepted by us if we confirm this in writing. Our order confirmations shall be deemed to be accepted by the customer if the latter does not cancel the order in writing within three days of receiving the order confirmation and/or has taken receipt of the order.

b) The information contained in price lists, brochures, offers and similar publications, in particular with respect to weight and dimensional information, as also technical data and standards, are only intended to be descriptive in a general sense and do not constitute a guarantee of the characteristics described in these publications. Technical and other unavoidable deviations may occur.

3. Pricing

a) Our prices are valid ex works, plus packaging and VAT at the rate applicable at the time of delivery.

b) All new regulations introduced by federal, regional or EU laws after order confirmation, including public specifications, increases in transport tariffs, energy costs, raw material prices and wage and salary increases that directly or indirectly raise the price of the goods, shall lead to a price adjustment for the goods. Unless we have confirmed a fixed price in advance, we shall charge the price that is valid on the day of delivery.

c) Any discount granted (e.g. cash discount) only applies upon prompt and complete payment for the goods and acceptance of the entire agreed quantity. Any illegitimately discounted discount and/or discount deducted outside the entitlement period shall be deemed default of payment of the total amount and shall result in a standard dunning procedure.

d) The minimum order value is currently €10. For orders below this value, a flat rate is added as handling fee. The current amount of the handling fee can be viewed on the company website.

4. Delivery times

a) Delivery times and dates apply from the point of order confirmation.

b) Partial deliveries and delivery before the due delivery date are permissible.

c) The delivery date is the day on which notification of readiness to dispatch is made, or alternatively, the day of dispatch.

d) After expiry of the delivery period, a grace period amounting to the duration of the delivery period, and of eight weeks at most, applies.

e) Where unforeseen circumstances beyond our control arise, the delivery period shall be extended commensurate with those circumstances. Such circumstances may include operational disruptions, strikes, delays in customs clearance or other unforeseeable events that may occur either on our premises, or those of our sub-contractors/service providers. This also applies if delivery is already delayed at the time such circumstances occur.

f) If delivery should become impossible for reasons beyond our control, we shall not be liable for any claims or damages relating to our delivery obligation. If the customer shows that a delayed delivery is not in his/her interest, s/he may withdraw from the contract to the exclusion of further claims.

g) Claims for damages on the part of the customer due to delayed or omitted delivery are excluded in principle.

5. Supply Agreements

a) All supply agreements allow for partial deliveries.

b) Supply agreements specify overall quantities, batch sizes, lead times and acceptance dates as standard. Any discounts granted shall be void if, within the lead time, the overall quantity or call-off batch size falls short. If, within the lead time, the overall quantity is exceeded, we shall fulfil this at the current daily rate. If the call-off batch size is exceeded, we are not required to deliver the difference by the originally agreed date.

c) In the case of custom-made products, the order may be exceeded or fall short by up to 15%, which is hereby deemed as agreed and, therefore, valid. If custom-made products are not accepted due to circumstances for which the customer is responsible, the customer must – after a 14-day grace period – make payment for the goods as if they had been accepted. In a case of non-acceptance, the storage of goods is subject to a charge or, alternatively, they will be disposed of at the customer's expense.

d) Call-up orders entitle us to material scheduling, production and storage. We must be notified of call-ups in good time, so that delivery dates can be met.

e) In a case of delayed acceptance, it is agreed in principle that the customer shall be invoiced for a storage charge of 1% per week or part of a week and of up to 15% of the overall order value.

f) If, before delivery, circumstances become known to us which make the customer's compliance with the agreement appear questionable, we shall be entitled to refuse our obligations and to withdraw from the contract.

6. Subcontracting

a) Should it become apparent during production that the raw material delivered to be processed is unsuitable, any costs incurred shall be charged to the customer. Neither side shall have any right to claims for damages.

b) It should be noted that, depending on the difficulties of production, a reject rate of up to 15% is possible and permissible.

7. Tools and Equipment

a) If tools and equipment are procured by us on behalf of the customer, we shall invoice the costs for them. Tools and equipment costs should always be paid net and promptly upon receipt of the invoice. Where the full costs are not invoiced, the customer shall be liable for the remaining costs in the event that the contract is not complied with in terms of quantity and acceptance dates.

b) If we invoice for partial costs, the product shall, in any case, remain our property.

c) We shall not be liable if the industrial property rights of third parties are infringed by documents, models or other items provided by the customer.

d) If we provide documents, models or equipment for the production of a customer-specific part, these and their technical know-how may not be passed on to third parties and must remain available to us at all times.

e) If the customer provides insufficient documents for production and does not rectify this after being requested to do so, we reserve the right to substitute new documents and to invoice the customer accordingly upon his/her acceptance of the order.

8. Packaging

a) Goods shall be packed at our discretion in a standard commercial manner, such as in wooden boxes, cardboard boxes or disposable packaging, and these will be charged to the customer at cost price. We do not accept the return of such packaging.

b) On the other hand, if the packaging provided involves colli, freight boxes or factory containers, the customer shall return the empty containers at the earliest opportunity, free of charge.

9. Shipping

a) Shipping is exclusively at the expense and risk of the customer. We reserve the right to choose the mode of dispatch. The shipment is only insured at the written request and at the expense of the customer.

b) Any agreed freight-free deliveries refer to standard consignments. Costs for special consignments by post or express services must be borne by the customer.

10. Payment Terms

a) Our invoices are due - unless otherwise agreed - immediately upon receipt, without deductions, or alternatively by agreement, in EUROS at our payment office.

b) New customers are generally required to pay in advance for the first two orders!

c) The minimum invoice amount and minimum order quantity will be adjusted as necessary.

d) Default of payment is deemed to occur ten days after the agreed payment deadline. In case of default, a dunning process is started automatically. We reserve the right to switch customers back to "immediate net payment without discount" or "payment in advance" terms without a fixed time-frame or follow-up orders. If the customer also does business with other companies in our group of companies, the payment terms shall be adjusted group-wide!

e) Tools and equipment are to be paid net and immediately upon receipt of invoice. Orders for products requiring tools and equipment to be provided by us only become valid after settlement of the invoice for the tools and equipment.

f) Where advance payment is the applicable payment condition, agreed production and delivery times only begin to apply after receipt of payment at our payment office. No right to any claims for damages or to any discounts shall be deemed to exist where delivery is delayed due to a significant delay in advance payment by the customer.

g) Withholding payment, or offsetting with counterclaims of any kind, is not permitted under any circumstances.

h) In cases of default, we are entitled to charge interest from the first day of default at 3% above the average Federal Bank (Bundesbank) rate based on the preceding three months and will invoice the customer accordingly.

i) If these terms of payment are not complied with or facts become known which give rise to justified doubts about the creditworthiness of the customer, all our claims shall become due immediately, irrespective of any funds that may have been received. The same applies to costs incurred, services rendered and for goods in process, as well as for goods that are finished, but not yet delivered. In such cases, we are entitled to deliver solely subject to advance payment, cash on delivery or security. We are also entitled to withdraw from the contract after setting a grace period of ten days and to claim damages for non-fulfilment.

j) All charges and expenses, in particular with respect to bills of exchange and cheque payments, shall be borne by the person making the payment. This also applies to collection, legal and other costs arising from default.

k) It is further agreed that if uncertainties regarding the financial situation of the customer become known, the purchase price shall become due immediately.

11. Transfer of Risk

a) The transfer of risk on the ordered goods takes place upon handover to the transport agent and, at the latest, when leaving our warehouse. Delays caused by the customer automatically lead to a transfer of risk to the customer upon our notification of readiness for dispatch.

b) The customer must safeguard any potential claims for compensation against the carrier.

12. Right of First Refusal

It is agreed that in the event of lawsuits, insolvency, bankruptcy, liquidation, currency protests or compensation proceedings, as well as the closure of the establishment or production or similar, we retain the right of first refusal for the existing stock of our products.

13. Resale

The resale of our products, in bulk or in unassembled condition as delivered by us, is not permitted. Trading companies authorised by us are the sole exceptions.

14. Liability and Compensation

Our liability is limited to intent and gross negligence on the part of the owner and staff in senior roles, and to culpable breaches of essential contractual points. Point 4g of these terms and conditions does not thereby lose its validity. The same applies to violations of property rights.

15. Warranty and Notification of Defects

a) We guarantee the faultless manufacture of parts supplied by us, in accordance with the applicable standards. The time of transfer of risk is decisive for the contractually agreed condition of the goods.

b) Obvious defects must be notified in writing immediately upon receipt at the place of destination. Hidden defects must be notified without delay upon discovery. In keeping with the German Warranty Act, we undertake a guarantee in the sense of all conditions mentioned under point 11 for products that are subject to complaint, up to a maximum of twelve months from the point of the transfer of risk.

c) In the case of agreed acceptance in accordance with point 17, notification of defects is excluded if, at the time of acceptance, those defects could have been detected.

d) We shall be given the opportunity to inspect any reported defects on site. No alterations of the defective goods may be attempted without our consent. Otherwise, all warranty claims, as well as any other claims for damages shall be void.

e) If a complaint is justified and has been received on time, we shall have the option to repair the defect, to replace the goods or to return them. In these cases, the customer shall not incur any charges. However, the customer shall not be reimbursed for the installation, processing or removal of the defective goods. We shall not bear the costs for return delivery in cases where this is requested in order to establish a possible defect.

f) If we are late with the removal of defects or replacement of defective goods, the customer shall grant us a grace period of ten working days. If this period is also exceeded, the customer has the right to rescind the contract or reduce the purchase price. Any further claims, in particular those arising from subsequent losses, are excluded.

g) Subject to the same limitations, we are also liable for the absence of warranted features. We shall only be liable for damages insofar as the assurance pursues the purpose of indemnifying the customer against the losses s/he has incurred.

h) If the customer checks and approves our sample(s) and places an order based on this approval, we shall only be required to ensure that the delivery corresponds to the approved samples.

i) The warranty also presupposes that the notified defect is checked and acknowledged by our potential subcontractor(s). In such a case we assign the warranty claim to the customer.

j) Replacement or rectification of defects does not extend the warranty period.

k) The warranty does not cover normal wear and tear that occurs during the warranty period, especially where this is due to dirt, rust or lack of lubrication.

l) Claims for damages on the grounds of delayed delivery or failure to deliver, or for quantitative over- and under-delivery are also excluded.

16. Retention of Title

a) We retain ownership of the delivered goods until the customer has fulfilled all his/her obligations in respect of the business relationship. This also applies where the customer has paid for separate deliveries. The processing or treatment of our goods involves neither an obligation nor a loss of ownership on our part.

b) The customer authorises us in advance to enter his/her premises and collect the goods delivered by us as security in case an assertion of the retention of property should become necessary in the future.

c) If the customer combines our retained goods with other goods, we shall acquire co-ownership of the new or altered goods to the value of the outstanding invoice. The new or altered goods shall be deemed to be retained goods within the meaning of this condition. It is not decisive which goods are to be regarded as the main goods.

d) The customer is only entitled to use the retained goods in the ordinary course of business. Our goods may neither be transferred by way of security, nor pledged.

e) The customer hereby assigns to us all claims against his customers which accrue to him/her from the resale of the goods. However, the customer remains revocably authorised to collect the money. On request, the customer must reveal the names of his/her customers and the amount of the obligations. The direct debit authorisation automatically expires in the event of default of payment.

f) The assertion of retention of property shall not be deemed to be a withdrawal from the contract.

g) If the circumstances listed under point 10 become known, we are entitled to demand the immediate return of the goods delivered by us.

17. Test Procedures and Acceptance

a) If we are to carry out any tests at the request of the customer, we are entitled to know the type and scope of the tests, at the latest at the time when the order is placed. The costs shall be borne by the customer. We shall not be liable for any delivery delays that may result from this.

b) If a test procedure is such that it can only be carried out at the manufacturer's works, the customer must accept the goods at his/her own expense within ten days of notification of readiness to dispatch. Where this does not occur, the goods shall be deemed to have been accepted and shall be dispatched, making them subject to payment.

18. International Business Transactions

For all business correspondence and documents in other languages, the German translation shall be authoritative.

19. Data Protection

The customer agrees that all data arising from business correspondence relating to the treatment and processing of goods shall be stored by us and may be transferred to third parties, if necessary.

20. Place of Fulfilment and Place of Jurisdiction

Our company headquarters are the place of fulfilment for payment and all other obligations. The place of jurisdiction for contractual legal disputes is Ebersberg or Munich, or alternatively, the registered office of the customer, at our discretion. All our business transactions are exclusively subject to German law.

As of: August 2020