General Terms and Conditions for duroZINQ®/ecoZINQ® Hot-Dip Galvanising

General Terms and Conditions for duroZINQ®/ecoZINQ® hot-dip galvanising

I. Recognition of the terms of delivery

All offers not expressly designated as binding are subject to change. All agreements - including for future deliveries - are based exclusively on the following conditions; deviating conditions of the customer are not binding.

II. Placing of the order

The decisive standard for hot-dip galvanising is DIN EN ISO 1461, in the version valid at the time of contract conclusion, without requirements for post-treatment (DIN short designation: t Zn o). Additional services must be agreed and remunerated separately. If other technical standards are to be included in the contract, this requires express agreement.
All agreements only become binding upon written confirmation by the supplier. The same applies to supplements, amendments and collateral agreements.
The customer shall be liable for the accuracy of the documents they supply and the information they provide.
The information and performance descriptions contained in the documents belonging to the offer are customary industry approximations unless they are expressly designated as binding in the order confirmation. The conformity of materials and semi-finished products provided by the customer with contractual specifications or submitted drawings and samples will only be checked by the supplier based on express agreements.

III. Delivery; Suitability Requirements

The place of performance and fulfilment is the supplier's works.
The products made available for the provision of services must fulfil the suitability requirements listed in sections III.3 - III.7. The supplier's services do not include the inspection of the delivered products for their suitability for the agreed galvanising. The supplier assumes no liability for the quality of the galvanising or other damage if the delivered parts do not meet the following requirements in accordance with sections III.3 - III.7.
The provision of the services requires, in addition to the delivery of products free of grease, oil, tar, paint, and welding slag, that the steel materials to be galvanised comply with the requirements of DIN EN 10025 and that they are products which are suitable for hot-dip galvanising due to their chemical composition, mechanical properties, and design. Furthermore, the steel surface must be untreated. The aluminium content may not exceed 0.03%.
If special requirements are placed on the galvanised appearance, the following limits for the steel composition of the supplied parts must be observed in accordance with DIN EN ISO 14713-2, Table 1:
- If ≤ 0.04%and P < 0.02% , where Si + 2.5 P ≤ 0.09 % or for cold-rolled steels Si + 2.5 P ≤ 0.04 % must apply
  or
- 0.14% to 0.25% Yes
The execution involves minimum layer thicknesses according to Table 3, DIN EN ISO 1461. This ensures a level of corrosion protection suitable for use in corrosivity category C3-H. Orders with special requirements, e.g. from EN 1090, must be agreed separately with the supplier.
Steel materials to standards other than DIN EN 10025 and with different properties may only be delivered upon request and after express written confirmation from the supplier. The supplier accepts no liability for the processing of such products without prior confirmation from the supplier.
Changes to the bare steel surface, such as those caused by flame cutting or the application of release agents or primers, which are carried out by the steel manufacturer or processor, or in another way outside the responsibility of the supplier's galvanising plant, can influence the reactivity of the steel. This can subsequently lead to zinc coatings that deviate from the formation normally expected based on chemical composition under standard galvanising conditions, particularly with regard to zinc coating thicknesses, and are below the minimum thickness required by the standard. The supplier accepts no liability for the processing of such products.
Delivery times commence on the day of delivery, but not before all execution details and all other prerequisites to be fulfilled by the customer for proper contract execution have been clarified. They are deemed to have been met if the goods have left the factory by the agreed time, or if readiness for dispatch has been notified to the customer in the event of impossibility of dispatch. The latter applies accordingly if the delivery is delayed for reasons for which the customer is responsible.
In the event of subsequent changes to the contract by the customer that affect the delivery period, the delivery period may be extended to a reasonable extent.
The delivery period shall be extended appropriately upon the occurrence of unforeseeable exceptional events which the supplier could not avert despite the care that could reasonably be expected in the circumstances of the individual case. These shall include, in particular, official interventions, operational disruptions, labour disputes, and delays in the delivery of raw and auxiliary materials. If delivery or performance becomes impossible due to the aforementioned events, the supplier shall be released from the delivery obligation without the customer being able to claim damages. If the delivery delay lasts longer than two weeks, the customer shall be entitled to withdraw from the contract. The contractual partners are obliged to inform the other party immediately of the commencement and termination of obstacles of the aforementioned kind.
Partial deliveries of the total order quantity are permissible.

IV. Pricing

Prices are quoted ex works, weighed galvanised, unless expressly agreed otherwise. They do not include packaging, freight, postage, and insurance. The basis for calculating prices for hot-dip galvanising is the supplier's weighing ticket. Prices consist of a base price and a metal surcharge (MZ). If, after placing an order, it becomes apparent that ancillary work, such as in particular the removal of old galvanising and other residues from the goods to be galvanised, the creation of openings in pipe structures or hollow bodies, or multiple dipping, is required for the proper execution of the order, the supplier shall consult with the customer regarding the method of execution and the reimbursement of the corresponding costs.
If, in the case of delivery times of more than 4 months, a significant change occurs in certain cost factors, such as in particular for wages, materials, energy or freight, the agreed price may be adjusted to a reasonable extent in accordance with the influence of the relevant cost factors. In the case of entrepreneurs, this authorisation exists irrespective of the 4-month period.

V. Payment Terms

All invoices are payable within 14 days of the invoice date without deduction; invoices are issued after the completion of services. The service is
provided upon completion of the galvanising works.
In the event of late payment, the supplier is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate.
Bills of exchange and cheques are accepted for fulfilment only, and subject to agreement and the condition of their discountability. Discount charges will be calculated from the due date of the invoice amount. No guarantee for the correct presentation of the bill of exchange and institution of a bill protest is accepted.
If, after conclusion of the contract, the Supplier becomes aware of facts concerning a significant deterioration in the contractual circumstances which, according to due commercial judgement, are likely to jeopardise its claim to counter-performance, it may demand the provision of suitable security within a reasonable period of time or performance in return until the time of performance. If the Purchaser fails to fulfil the Supplier's justified request or fails to do so in good time, the Supplier may withdraw from the contract in accordance with the statutory provisions and/or claim damages in lieu of performance. If the Purchaser is in arrears with a partial performance, the Supplier may demand immediate payment of the entire remaining claim and, in the event of a delay in performance caused by a significant deterioration in the financial situation, withdraw from the contract without a grace period or demand compensation instead of performance. In the event of a delay in performance not caused by a deterioration in the financial situation, the supplier may demand cancellation of the contract after a reasonable period of grace has expired without result.
The customer may only set off counterclaims recognised by the supplier or legally established, as well as claims arising from this contract resulting from defects.

VI. Securing Claims Arising from the Processing Agreement

The customer grants the supplier a lien on the items handed over to the supplier for galvanising. The lien may also be asserted for claims arising from previously performed work and other services, insofar as they are related to the item. For other claims arising from the business relationship, the lien shall only apply insofar as these are undisputed or legally enforceable.
Provided that the orderer is supplied with the hot-dip galvanised parts before full payment, it is hereby agreed that the orderer shall transfer ownership of these parts to the supplier as security for their claims and shall store the parts free of charge for the supplier.
Clause VI.2 shall apply mutatis mutandis with regard to the purchaser's expectancy of title to the items handed over to the supplier, which have been supplied to the purchaser under reservation of title. The supplier is entitled to acquire title by payment that removes the reservation. If the items have been encumbered for security purposes to a third party, the purchaser shall assign his claim for reconveyance to the supplier. The same applies to any claims the purchaser may have against the conditional seller and the security owner due to over-security.
The customer hereby assigns to the supplier all claims that arise from a resale of the secured goods, whether or not processed, against his buyer. The customer shall remain authorised to collect the claims assigned to the supplier until the supplier revokes this authorisation. Revocation shall only be permissible if the customer fails to duly meet his payment obligations or breaches any other obligations under the contractual relationship. Upon the supplier's request, the customer shall inform the debtors of the assignment and disclose to the supplier, by handing over all relevant documents, the assigned claims and their debtors.
When the security items are connected with other goods not belonging to the supplier, the supplier shall be entitled to the resulting co-ownership share in the new item in proportion to the value of the security items relative to the other processed goods at the time of connection.
The customer is not authorised to make other arrangements concerning the secured items or the claims assigned to the supplier, particularly through agreements with a buyer. They must immediately inform the supplier of any impairment of their rights.
The supplier undertakes to release the securities to which it is entitled under the above provisions, at the request of the customer, insofar as the value of the goods transferred as security exceeds the claims to be secured by more than 10%.

VI. Dispatch and passing of risk

Dispatch is ex works, unless otherwise agreed, without obligation for the cheapest method of dispatch.
The risk of transit passes to the buyer – even with freight-free delivery – when the goods have been handed over to the shipping agent or loaded onto a vehicle belonging to the supplier. If the goods are ready for dispatch and dispatch, delivery to the premises, or acceptance thereof is delayed for reasons for which the supplier is not responsible, the risk passes to the buyer upon notification that the goods are ready for dispatch. If the buyer is responsible for the delay in dispatch, the supplier is entitled to store the goods at the buyer's expense and risk. The supplier is entitled, but not obliged, to insure deliveries in the name and on behalf of the buyer. Even with an agreed collection date, the supplier is not liable for reasonable waiting times incurred by the buyer or their agent.

Vlll. Examination, Acceptance

If the customer wishes the supplier to carry out tests on the zinc coating other than those provided for in DIN EN ISO 1461, the type and scope of such tests must be agreed separately. In the absence of a separate agreement, all tests will be carried out at the supplier's works. Acceptance must take place immediately after completion and delivery. The costs of acceptance shall be borne by the customer. If acceptance is not carried out in good time or not fully, through no fault of the supplier, acceptance shall be deemed to have occurred after the supplier has issued a written request for acceptance and after an appropriate period has expired. The effect of acceptance shall also occur independently upon commissioning.

IX. Warranty and Notification of Defects

The supplier guarantees against defects, including deviations in quantity or weight and the absence of warranted characteristics, to the exclusion of further claims, as follows: Recognisable defects must be reported in writing without delay, at the latest within eight days of receipt; however, in any case before any further processing; latent defects must be reported in writing without delay after they become recognisable. Eligible defects will be remedied by the supplier, at their discretion, by repair or replacement delivery. If the customer fails to give notice of defects in accordance with the preceding provisions, the supplier's services shall be deemed approved; this shall not apply if the supplier fraudulently conceals defects.
Warranty does not apply to defects arising from workpieces not manufactured in a way suitable for hot-dip galvanising and/or which are not recognisable to the naked eye, as well as for delivered parts which do not comply with Clauses III.2-III.7; furthermore, the supplier shall not be liable for defects arising after the transfer of risk through unsuitable or improper storage or use, faulty or negligent handling, or exceptional external influences.
The customer must give the supplier the necessary time and opportunity to carry out any required rectifications, in agreement with the supplier.
If the supplementary performance fails, the customer may have the defects rectified at the supplier's expense in accordance with the statutory provisions, withdraw from the contract, or demand a reduction in remuneration.

X. Liability

Claims for damages against the supplier, for whatever legal reason (contract, tort, pre-contractual obligation), are excluded.
The foregoing limitation of liability shall not apply i) in cases of intent and gross negligence, ii) in the event of liability under the Product Liability Act, and iii) in cases of culpable injury to life, body, or health. Furthermore, the supplier shall be liable according to statutory provisions in the event of a breach of essential contractual obligations (i.e. obligations the fulfilment of which enables the proper execution of the contract and on the observance of which the customer regularly relies and may rely); in this case, however, the supplier's liability shall be limited to foreseeable damage which must typically be expected to occur.
A change in the burden of proof is not associated with the aforementioned provisions of this clause X.
Where the supplier's liability is limited according to this Clause X, this shall also apply to the corresponding personal liability of the supplier's employees, vicarious agents and legal representatives.

XII. Jurisdiction, Governing Law and Severability Clause

The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is Gelsenkirchen. The supplier is furthermore entitled to sue the customer at their general place of jurisdiction.
The contractual relationship is subject to German law (BGB and HGB).
If individual provisions of these General Terms and Conditions are or become invalid for any reason, this shall not affect the validity of the contract as a whole. The contracting parties are obliged to replace the invalid provision with a regulation that is as economically equivalent as possible.