Company
Continuous Development Improvement and Expansion
Company
M@il

GENERAL TERMS AND CONDITIONS FOR SALE

SCOPE:
The following General Terms and Conditions of Sale shall apply to any business with customers and/or purchasers (hereinafter jointly referred to as the "Purchaser"), irrespective of not being referred to in later contracts. Inclusion of the Purchaser’s General Terms and Conditions of Purchase or any other general business terms and conditions shall be explicitly rejected herewith. These shall include any reference by the Purchaser to his own business terms and conditions even when including any defence and/or exclusivity clauses and not explicitly rejected by the MGH , irrespective of the time sequence, in which competitive terms and conditions are referred to by the Parties hereto, unless specifically approved in writing form.

CONTRACT:
MGH quotations or contract shall be subject to priority sale. MGH shall be entitled to accept the said quotation at MGH discretion, within a period of four weeks by posting a confirmation of order or dispatching the goods. The scope of delivery shall be based on MGH written confirmation, including any cases in which any services owed by MGH are to be rendered according to the Purchaser’s specifications, in particular drawings originated by him. Reference by MGH to DIN/ISO standards, MGH products and any other regulations shall be deemed specifications and no promise of any properties. Should substantiated doubts be raised retrospectively in the Purchaser’s creditworthiness, MGH shall be entitled to refuse deliveries until a security is provided or cash payment is promised on delivery. Should the Purchaser not be prepared to provide a security or cash payment, irrespective of MGH request and after having set an adequate deadline, MGH shall be entitled to rescind from the transaction subject to lodging claims for damages.
Verbal information and promises by MGH shall only be firm when confirmed in writing by MGH or by shipment of the goods and posting of an invoice accordingly.
MGH shall not be liable for obvious, typing and arithmetic errors in any documents provided by MGH. The Purchaser agrees to notify MGH of such errors in order to allow MGH to edit its confirmation of order and/or an invoice. The above shall include any missing documents.

COST OF RESCISSION FROM CONTRACT:
Should the Purchaser rescind from any contract signed without justification, MGH shall be entitled to demand 10% of the sales price for any costs incurred by handling the contract and loss of profit, irrespective of the option of claiming a higher than the actual loss suffered. The Purchaser shall be subject to the onus of proof for any smaller loss suffered by MGH. Same conditions are valid for signed pre-contract if business relations start after signing. It means if MGH issue invoice and dispatch goods after  pre-contract date, this pre-contract is valid.

PRICES:
In principle, MGH prices shall be subject to statutory plus packaging and shipping costs. Unless otherwise specified in the confirmation of order, MGH ex works prices shall apply. Price adjustments shall be allowed, should more than four months have expired between signature of a contract and an agreed date of delivery.  Agreed prices shall be applicable to a specific order only. Unless otherwise agreed, these prices shall not be fixed for any repeat orders. Prices can be fixed for annual contract and valid until contract termination. The price list is firm and final for one year from the date of the contract and is based on current conditions of the CK 67 steel market. Prices can be modified in case that raw material price go up on the market, and if that variation is higher than 10% of its current value. Transport cost, customs duty and insurance are not included in price.

TERMS OF PAYMENT:
The purchasing price and/or payments and any consideration for ancillary services shall be payable within 8 days after the date of invoice, unless otherwise agreed.
Contract customer should pay all invoices within thirty (30) days from date of invoice. Past-due balances are subject to additional penalties, such as late fees, and interest which is 1,5% per month. Cash discounts to be deducted from invoices, if separately agreed in writing, shall only be permitted subject to no other payment arrears existing from the parties’ entire business relationship.

TRADING:
MGH will sell goods direct to his customers ( Purchaser) as distributor or end user. Also MGH take right to sell customers true trading company with which have sales contract. In this case MGH sell goods to customer directly with MGH invoice and oblige to paid commission to trading company for that. Other case is that MGH send goods to customer directly with invoice of trading company and rules between trading company and MGH will be agreed separately. Trading company which get statement from MGH can use these conditions for their customers.  For all exported goods MGH will issue EUR. 1 certificate or Certificate of country origin for his goods so customers ( Purchaser) don’t have any additional customs charges on our goods.

DELIVERY:
Customers with orders without annual contract can not be granted short deliveries and will receive their product dependent upon raw material availability.
Priority will have customers with planned orders or annual contract. Delivery time for standard parts and with planed orders is maximum 4-6 weeks from order schedule. Without planed order latest 12-14 weeks from order. For special part delivery time is per offer issued by MGH. The Purchaser agrees to accept delivered items and to check these for any defects without delay. Should the Purchaser be in arrears with the collection or acceptance of any goods supplied for more than fourteen days from receipt of a notice of readiness for shipment, due to intent or gross negligence, MGH shall be entitled, after having set a period of grace of another fourteen days, to rescind from the contract and/or to claim damages. No period of grace need to be set should the Purchaser seriously and finally refuse to accept the goods or be obviously not in a position to pay the purchasing price. The risk shall be transferred to the Purchaser on handover of the goods to the forwarder.

DISPATCH AND PACKING:
In principle, MGH shall deliver "ex works". Goods shall always be dispatched at the Purchaser’s expense and risk, including any consignments for which no freight is charged. Any packaging used shall remain the Purchaser’s property unless subject to compulsory Statutory regulations specifying the contrary, and the cost of packaging and transport charges shall be invoiced separately by MGH. Selection of the mode of transport shall be subject to the Purchaser’s due discretion.
All the goods are packed in our standard packing unless differently stated.  Standard packing 2 type of plain boxes with neutral label.
Special packing can be arranged for 6 month supplies and will have surcharge.  
BOX WITH LESS PIECES: minimum 25 box/item, minimum order 5.000 €, price: +5% from the price for standard packing.
Bulk packing is also possible with price decrease 2%, only for goods not packed on stock.
All pins are with standard surface slightly oiled packed in neutral boxes with neutral labels. Standard pins we protected with anti corrosive lubrication and guarantee 6-12 month against corrosion for storage in dry space.

ACCEPTANCE, TRANSFER OF RISK:
The Purchaser agrees to accept delivered items and to check these for any defects without delay. Should the Purchaser be in arrears with the collection or acceptance of any goods supplied for more than fourteen days from receipt of a notice of readiness for shipment, due to intent or gross negligence, MGH shall be entitled, after having set a period of grace of another fourteen days, to rescind from the contract and/or to claim damages. No period of grace need to be set should the Purchaser seriously and finally refuse to accept the goods or be obviously not in a position to pay the purchasing price. The risk shall be transferred to the Purchaser on handover of the goods to the forwarder.

CLAIMS AND ERRORS:
Invoice errors do not influence your payment at all as we provide you with DEBIT/CREDIT note for all mistakes done by us. We do agree to be informed about any invoice nonconformity within 72 hours from the date of invoice receipt. Also we can send missing goods within 1-2 weeks after we receive missing statement. All complaint can be accepted from MGH side only if we receive it in written within 72 hours from the date of invoice and goods receipt. (Signed and stamped CMR please send enclosed)
Goods with faulty or defects can be redeemed to all our customers only under procedure we have specified, that includes: Statement of Dissatisfaction Report, photograph of defected goods and Statement of our opinion. This criterion is in accordance with ISO 8752 – Acceptance Inspection which approve 5% of defected goods as  acceptable. Also goods defect we can accept latest 30 days after receiving goods.
Goods replacement we can arrange within two weeks after we receive complaint, and all requested document - as long as this is all done in due time.  Any other additional complaint is not acceptable except above mentioned. In case of other complaints we are ready to discuss the problem and consider how to solve it - by finding a good solution for both parities.
In case of any complaint  customers do not  have the right to refuse the full payment of the invoice.
Any goods delivered and subject to a notice of faults shall not be modified without MGH agreement prior to the notice of faults having been dealt with. The Purchaser agrees to store the faulty goods with due care, to keep them available for inspection and to agree to provide MGH with samples on request. The Purchaser shall have no claim for compensation for storage charges or any other costs. Variations in numbers of a delivery of up to 10% shall be allowed. Liability for any faults shall be excluded unless explicitly listed in the above and if not caused to any items delivered as such. This shall exclude any damage/loss caused by intent or gross negligence of MGH owners, executives or its agents or by culpable breach of essential contractual duties. However, in the latter case liability shall be assumed for typically sustained, foreseeable losses/damage only. Furthermore, exclusion of liability shall not apply to cases in which claims are submitted, due to a faulty item supplied, for loss/damage to life or impairment of health or by privately used items, caused to objects.  For any goods delivered as new and subject to correct use, the period of warranty for business shall be twelve months after  transfer of the risk to the Purchaser. Statutory periods of warranty shall apply to end users. Warranty shall be excluded for businesses for second-hand items and shall be limited to a period of twelve months for end users.

RETURN PROCEDURES:
All faulty parts which should be replaced - MGH will take rights to organize transport for returning. Goods should be packed on pallet and protected from corrosion and damage. With goods should be issued pro-forma invoice with note of defected parts.

PROPERTY:
All listed goods on the invoice are property of MGH until total invoice payment. MGH reserved all the right to resell or offer listed goods to other customers, or to claim goods back  in case that customer on the invoice doesn't pay in due date.

SAMPLES AND TOOLS:

As and when required, samples and tools shall be delivered to MGH factory free of any charges for packaging and freight. Should MGH make any samples or tools required for production, based on patterns submitted by the Purchaser, the Purchaser shall pay a share of the manufacturing costs, which shall be notified to him whilst the contract is negotiated and be charged after release. Irrespective of any share of the manufacturing costs being paid, MGH shall remain the owner of the manufactured tools. MGH shall only be responsible for the correct use and storage of any samples and tools submitted to MGH. The owner of any samples and tools shall be responsible for insuring these against fire, flood damage and theft. Samples that have not been used for two years or longer shall become MGH property without any specific notification and may be destroyed in order to release MGH from any responsibility for these.

JURISDICTION:

The legal relationship between the Purchaser and MGH, although the Purchaser may be resident in another country, shall be exclusively based on Croatian law. The place of jurisdiction and performance for businesses shall be Zagreb – Croatia

MGH Ltd. – for manufacturing, engineering, services & sales
Spring pins Manufacturer
Vodovodna 9, Sibice
10290 Zapresic – Croatia

January 2005

 

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