Deliveries, services and quotations by Kitotec GmbH are supplied exclusively on the basis of these General Terms and Conditions. These also apply for all future business relationships even when they are not expressly specified and agreed. Applicability of these conditions is deemed to have been acknowledged at the latest with the acceptance of the goods or service performed. Counter acknowledgements made by the buyer with reference to his own terms of trade or conditions of purchase are hereby expressly rejected.
Final or supplementary agreements are only valid when they have been confirmed in writing by Kitotec GmbH.
Quotations are made without commitment and are not binding. To have legal force, declarations of acceptance and all orders require confirmation in writing or by telex from Kitotec GmbH.
Drawings, illustrations, dimensions, weight or other performance details are only binding in nature when this has been expressly agreed in writing.
Sales personnel of Kitotec GmbH are not authorised to make verbal ancillary agreements or give any oral assurances beyond the scope of the content of the written contract.
The prices applicable are those quoted by Kitotec GmbH in their confirmation of order, plus costs of carriage and packaging.
An additional small order surcharge of € 15.00 will be made on all orders up to a net goods value of € 50.00. Kitotec GmbH reserves the right to stipulate delivery against payment in advance or by COD at the buyer's expense.
Agreed or prescribed delivery dates or periods are not binding. To be binding, they require to be in writing. The designated delivery date is as a rule governed by the date of dispatch from the factory.
To the extent that Kitotec GmbH is responsible for failure to maintain binding delivery date agreements and periods or has delayed performance, the buyer is entitled to compensation in respect of delay in delivery amounting to ½% for each complete week of delay, limited to a maximum of 5% of the invoice value of the goods and / or services affected by the delay. Further entitlement is excluded, unless the delay is attributable at the least to gross negligence on the part of Kitotec GmbH.
Even with binding periods and delivery dates, Kitotec GmbH shall not be held responsible for delays in delivery or provision of services due to force majeure or due to other events which make such delivery or provision substantially more difficult or impossible for Kitotec GmbH. They shall entitle Kitotec GmbH to postpone the delivery or provision for the duration of the constraint plus a reasonable lead time or partially to withdraw from the contract in respect of its unfulfilled portion.
If the constraint is longer than one month in duration, after setting a reasonable period of grace the buyer is entitled to withdraw from the contract in respect of its unfulfilled portion.
Deliveries are made on an ex-works basis, unless otherwise agreed, either by UPS, post, carrier or air freight at the discretion of Kitotec GmbH. Kitotec GmbH is entitled to make partial deliveries or provide partial services at any time, which will be deemed to be special business as far as payment is concerned.
Maintenance of the delivery and service obligations of Kitotec GmbH presupposes the punctual and orderly fulfilment of the buyer's obligations.
Should the buyer default in acceptance, Kitotec GmbH shall be entitled to claim compensation for losses thereby occasioned; in the event of default in acceptance, the risks of casual deterioration and accidental loss pass to the buyer.
Risk passes to the buyer as soon as the consignment has been taken over by the person carrying out the transport, or it has left the premises of Kitotec GmbH for the purposes of transport. If transport is not possible and this is not the fault of the seller, risk passes to the buyer with notification of the goods' readiness for dispatch.
Kitotec GmbH guarantees that the goods are free of defect and have the assured properties; the period of guarantee on the parts is 24 months, and starts with the date of delivery. The guarantee does not extend to correcting faults caused by normal wear-and-tear or outside influences.
If operating or maintenance instructions given by Kitotec GmbH have not been followed, alterations have been undertaken on the product, parts have been replaced or spare parts used which did not correspond with the original specifications, all guarantee provisions are nullified if the buyer is not able to refute a correspondingly substantiated claim that one of these circumstances has given rise to the fault.
On receipt of the goods, the buyer must inspect the consignment without delay for adequacy and freedom from defect. Complaints must be made in writing immediately, but in any event with one week of receipt of the goods to Kitotec GmbH. Defects which even a careful inspection fail to reveal within this period must be notified in writing to Kitotec GmbH without delay after their discovery. When defects are not notified in writing or not notified without delay, the goods are deemed to have been accepted. Complaints following reworking will not be recognised.
Where the buyer notifies goods not complying with the guarantee, Kitotec GmbH requires that the defective part or unit be sent to them at Kitotec GmbH's cost for repair and return to the buyer. At their option, Kitotec GmbH may require that the buyer keep the defective part or unit and send a service engineer to the buyer to undertake repairs on site. Kitotec GmbH is also entitled to replace the article free of charge to the buyer in place of reworking it.
If reworking fails to produce the desired results within a reasonable time, the buyer may at his option require abatement in payment or cancellation of the contract.
Guarantee claims against Kitotec GmbH may only be made by the immediate buyer, and are non-assignable. The above sections contain the complete guarantee terms for goods and exclude all other grounds for guarantee claims whatsoever. This does not apply to claims for compensation for assured properties, which are intended to protect the buyer against the risk of damage as the consequence of a defect.
Articles correctly delivered against an order are in principle excluded from exchange or return. In the case of common articles delivered from warehouse stocks, Kitotec GmbH may exceptionally agree to an exchange or return of the goods against a credit note. In such cases, all costs including ancillary costs arising in connection with dispatch of the goods plus a handling charge amounting to 10% of the value of the goods, but not in any event being less than € 15.00 must be borne by the buyer.
Until all outstandings are satisfied (including all outstandings on account current) to which Kitotec GmbH are entitled on any legal basis from the customer now or in the future, Kitotec GmbH shall be accorded the following security, which it shall release at its option to the extent that the value of the security continuously exceeds the value of the outstandings by more than 20%.
Title to the goods remains vested in Kitotec GmbH. Reworking or conversion is always carried out for Kitotec GmbH as manufacturer, but without creating obligations for him. If the (co-)ownership of Kitotec GmbH is extinguished by combination, it is here and now agreed that the buyer's (co-)ownership of the uniform object shall pass in proportion to value (invoice value) to Kitotec GmbH. The buyer shall preserve the (co-)ownership of Kitotec GmbH free of charge. Goods in which Kitotec GmbH enjoys (co-)ownership are hereinafter referred to as "conditional goods".
In the course of his normal business activities, the buyer is entitled to rework or dispose of the conditional goods, provided he is not in default. Pledging or assignment by way of security are not permitted. Outstandings arising from selling on, or from any other legal ground (insurance, unlawful activity) with respect to the conditional goods (including all account balance outstandings from account current) are hereby assigned by the buyer by way of security to Kitotec GmbH in full. Kitotec GmbH authorises him, revocably, to collect the outstandings assigned to Kitotec GmbH for account of the same in his own name. This authority to collect may only be revoked if the buyer is not discharging his payment obligations in an orderly manner.
In the case of access by third parties to the conditional goods, and in particular in the case of attachment, the buyer will refer to the title of Kitotec GmbH and advise the latter without delay, to enable him to exercise his rights of ownership. Where the third party is not in a position to reimburse Kitotec GmbH the legal or out-of-court costs which arise in this connection, the buyer shall be liable for these costs.
In the case of behaviour in violation of the contract provisions – in particular in case of default – Kitotec GmbH is entitled to regain possession of the conditional goods or if appropriate to demand assignment of the buyer's right to recover possession against third parties. The action of regaining possession or attachment of the conditional goods by Kitotec GmbH may not be construed as withdrawal from the contract.
Except as otherwise agreed, payment of the invoiced amount must be made after receipt of the invoice without deduction.
Kitotec GmbH is entitled to offset any payments against older outstandings of the debtor to start with, notwithstanding any instructions of the buyer to the contrary, and will inform the buyer as to the form the offset has taken. If costs and interest have already accrued, Kitotec GmbH is entitled to offset the payment firstly against costs, then against interest and finally against the main debt.
A payment is deemed to have been made when Kitotec GmbH has the amount in question at its disposal. In the case of cheques, payment is deemed to have been made when the cheque is cleared.
If the buyer falls into arrears, Kitotec GmbH is entitled to charge interest from the appropriate date at a rate of 2% above the respective highest refinancing facility rate of the European Central Bank as an inclusive compensation. The rate may be set at a lower level if the buyer can demonstrate a lower burden; submission of evidence of a higher loss by Kitotec GmbH is also permitted.
If Kitotec GmbH becomes aware of circumstances which call into question the buyer's creditworthiness, in particular if a cheque fails to be cleared or the buyer discontinues making payments, Kitotec GmbH is then entitled to designate the total outstanding debt due and payable immediately. Kitotec GmbH is in this case also entitled to require payments in advance or lodgement of security.
The buyer is only entitled to offset, retention or abatement, even when defect complaint or counter-claims are made, when the counter-claims have been legally determined or are not in dispute. The buyer is however entitled to retention on account of counter-claims arising from the same business relationship.
Compensation claims for positive breaches of contract, culpa in contrahendo and illegal action are excluded both against Kitotec GmbH and against their vicarious and executive agents, provided no malicious action or gross carelessness is involved. This also applies to claims for compensation for failure to fulfil, although only to the extent that replacement of indirect damage or that caused as a result of defect is claimed, unless liability is based on an assurance designed to protect the buyer against the risk of such damage. Liability is in every case limited to that which could reasonably have been anticipated on completion of the contract.
For these General Terms and Conditions and for the entire scope of legal relationships between Kitotec GmbH and the buyer, the law of the Federal Republic of Germany shall be applicable.
Provided the buyer is a businessman within the definition of the Commercial Code or a body under public law, the court of jurisdiction is Bonn for all claims and disputes arising directly or indirectly from the contractual relationship, including bill of exchange and summary processes.
Should a provision of these Terms and Conditions be or become unworkable, this shall not affect the validity of the remaining provisions. In such a case, the parties to this contract agree to replace the invalid provision by a valid provision having as far as possible a similar commercial effect to it and which best corresponds to the purpose of the contract.
Questions are welcome! The MTM series is also available with 200 x 200 mm and 600 x 600 mm measuring areas. From 200 x 100 mm, these measuring tables are available with motorisation and control. Should you fi nd yourself unable to accomplish your measuring job with the components referred to here, ask us about a special-purpose solution. A multitude of special stands, XY measurement tables, manual or motorised zoom systems with coaxial light reflection and motorised adjustment gives a huge number of approaches to solving the problem. Also available are gauges for Z-measurements or motorised Z-axes with measuring systems. Talk to us.
Video microscopes with motorised XY-measuring tables, size 100x100mm to 600x600mm.
Video microscopes with manual or motorised zoom and motorised Z-axes.
Special tripods or portal solutions made of aluminium and granite according to customer requirements.
Tool measuring systems for drills, mills and taps in various designs.
Sales are exclusively made to businesses and public law institutes. If as a private individual you would like to acquire products from our range, we will be pleased to give you the address of a specialist dealer.