General Terms and Conditions for microZINQ® hot-dip galvanising

General terms and conditions for microZINQ® 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 DIN 50997 standard, in the version valid at the time of contract conclusion, is the governing standard for hot-dip galvanising. To prevent white rust formation, the microZINQ® coating is provided with the silicotatic seal duroseal®. If desired, the passivation duropass® can be applied as an alternative. Additional services must be agreed and remunerated separately. If other technical regulations are to be included in the contract, this requires an express agreement.
All agreements shall only become binding upon written confirmation by ZINQ. The same applies to supplements, amendments and collateral agreements.
Orders with special requirements, e.g. product-specific or according to EN 1090, must be agreed separately with the plant (e.g. in the form of a joint quality assurance agreement (QAA)). Furthermore, any subsequent coating must be coordinated/indicated with ZINQ in advance.
ZINQ requires the following information before delivery of the parts to be galvanised:
- Steel grade: Designation chemical analysis, mechanical properties
- Labelling of visible surfaces and fastening surfaces or surfaces with special quality requirements
The customer shall be liable for the accuracy of the documents they supply and the information they provide.
The details and performance descriptions contained in the documentation 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 ZINQ based on express agreements.

III. Delivery; Suitability Requirements

The place of performance and jurisdiction is the ZINQ works.
The products made available for the performance of services must comply with the suitability requirements listed in points III.3 – III.5. ZINQ's services do not include the inspection of the delivered products for their suitability for the agreed galvanisation. The supplier assumes no liability for the quality of the galvanisation or any other damage, provided that the delivered parts do not comply with the requirements set out below in points III.3 – III.5.
The provision of 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 suitable for microZINQ hot-dip galvanising due to their chemical composition, mechanical properties, and design. Furthermore, the steel surface must be untreated.
Steel materials according to standards other than DIN EN 10025 and with different properties may only be delivered upon request and after express written confirmation from ZINQ. ZINQ assumes no liability for the processing of such parts without express confirmation from ZINQ.
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 otherwise outside the responsibility of ZINQ's galvanising operation, can influence the reactivity of the steel. This can subsequently lead to zinc coatings that deviate from the structure normally expected based on chemical composition under standard galvanising conditions, particularly with regard to zinc coating thicknesses, and fall below the minimum thickness required by the standard. In such a case, there is no defect. ZINQ 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 provided by the customer for the proper execution of the contract have been clarified. They are considered to have been met if the goods have left the factory at the agreed time, or if dispatch readiness 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 to a reasonable extent in the event of unforeseeable exceptional circumstances which ZINQ could not avert despite the due diligence reasonably expected under the circumstances of the individual case. These 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, ZINQ shall be released from its 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 contracting parties undertake to inform each other immediately of the commencement and termination of obstacles of the aforementioned kind.
Partial deliveries of the total order quantity are permissible.

IV. Pricing

The prices are understood, unless otherwise expressly agreed, ex works, weighed galvanised. They do not include packaging, freight, postage and insurance. The basis for calculating the prices for hot-dip galvanising is the weighing card from ZINQ. The prices are comprised of the base price and a metal surcharge (MZ). If, after order placement, it emerges that ancillary work, such as in particular the removal of old galvanising and other residues from the galvanised goods, the attachment of openings to pipe constructions or hollow bodies, or multiple dipping, are necessary for the proper execution of the order, ZINQ shall consult with the customer regarding the method of execution and reimbursement of the corresponding costs.
If there is a significant change in certain cost factors, such as in particular for wages, materials, energy or freight, for delivery times of more than 4 months, the agreed price can be adjusted to an appropriate extent according to the influence of the decisive cost factors. If the customer is a commercial entity, this authorisation shall apply regardless 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 case of payment default, ZINQ 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 ZINQ becomes aware of facts after the conclusion of the contract concerning a significant deterioration of the contractual relationship which, in its considered commercial judgment, are likely to jeopardise its claim to counter-performance, ZINQ may, up to the point of its performance, demand the provision of suitable security within a reasonable period or performance against counter-performance. If the customer does not comply with ZINQ's justified demand, or does not comply in good time, ZINQ may, in accordance with the statutory provisions, withdraw from the contract and/or claim damages in lieu of performance. If the customer falls into arrears with a partial performance, ZINQ may demand that the entire remaining claim becomes due immediately and, in the event of default of performance caused by a significant deterioration of the financial situation, withdraw from the contract without a grace period or claim damages in lieu of performance.
The customer may only set off claims that are recognised by ZINQ or have been legally established, as well as warranty claims arising from this contractual relationship.

VI. Securing Claims Arising from the Processing Agreement

The customer grants ZINQ a lien on the items handed over to ZINQ for galvanising, provided that the items to be galvanised are owned by the customer.
Should the customer be supplied with the hot-dip galvanised parts before full payment, it is hereby agreed that the customer transfers ownership of these parts to ZINQ as security for their claims and shall store the parts for ZINQ free of charge.
Clause VI.2 applies mutatis mutandis to the customer's expectancy of ownership in the items handed over to ZINQ, which have been supplied to the customer under retention of title. ZINQ is entitled to acquire ownership by conditional payment. If the items have been assigned to a third party as security, the customer assigns their claim for re-assignment to ZINQ. The same applies to any claims the customer may have for over-security against the retention of title owner and security owner.
The customer is entitled to process and sell the reserved goods in the ordinary course of business as long as they are not in default. Pledging or transferring ownership as security is not permitted. The customer hereby assigns, by way of security, claims arising from the resale or any other legal ground (insurance, tort) concerning the reserved goods to ZINQ, up to the amount that the customer's claim bears to ZINQ's claim. ZINQ irrevocably authorises the customer to collect the claims assigned to it in its own name on behalf of ZINQ. Upon request from ZINQ, the customer shall disclose the assignment and provide ZINQ with the necessary information and documentation.
The customer hereby assigns to ZINQ all claims that they are entitled to against their buyer from a resale of the security objects, either with or without reprocessing. The customer remains authorised to collect the claims assigned to ZINQ until ZINQ revokes this authorisation. Revocation by ZINQ can only take place if the customer no longer properly meets their payment obligations or violates other obligations arising from the contractual relationship. At ZINQ's request, the customer shall inform the debtors of the assignment and disclose the assigned claims and their debtors to ZINQ, handing over all related documents.
Upon the connection of the secured items with other goods not belonging to ZINQ, this party shall be entitled to the resulting co-ownership share in the new item in proportion to the value of the secured items to the other processed goods at the time of connection.
The customer is not authorised to make other dispositions concerning the secured objects or the claims assigned to ZINQ, particularly through agreements with a buyer. They must immediately inform ZINQ of any impairment of their rights.
ZINQ undertakes to release the security to which it is entitled under the above provisions at the purchaser’s request, to the extent that 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 carriage passes to the buyer – even with free delivery – when the goods have been handed over to the shipping agent or loaded onto a ZINQ vehicle. If the goods are ready for shipment and the shipment or delivery to the buyer's premises or acceptance is delayed for reasons for which ZINQ is not responsible, the risk passes to the buyer upon notification of readiness for shipment. If the buyer is responsible for the delay in shipment, ZINQ is entitled to store the goods at the buyer's expense and risk. ZINQ is entitled, but not obliged, to insure deliveries in the buyer's name and on the buyer's behalf. Even with an agreed collection date, ZINQ is not liable for reasonable waiting times incurred by the buyer or their representative.

Vlll. Examination, Acceptance

ZINQ checks the zinc coating using a test method that complies with the current state of the art for the microZINQ process. If the customer wishes a different type of zinc coating test, the type and scope of the test must be agreed upon separately. In the absence of a different agreement, all tests will be carried out at ZINQ's works. Acceptance must take place immediately after completion and delivery. The customer shall bear the costs of acceptance. If acceptance is not carried out on time or not in full through no fault of ZINQ, acceptance shall be deemed to have occurred after ZINQ has issued a written request for acceptance and an appropriate grace period has expired. The effect of acceptance also occurs independently of use.

IX. Warranty and Notification of Defects

ZINQ warrants for 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 notified in writing without delay – at the latest within eight days of receipt, but in any event before any further processing; hidden defects must be notified in writing without delay upon their discovery. ZINQ will rectify justified defects at its discretion by repair or replacement delivery. If the customer fails to notify defects in accordance with the preceding provisions, ZINQ's performance shall be deemed approved; this shall not apply if ZINQ fraudulently conceals defects.
The warranty is excluded for defects arising from workpieces not manufactured in a way that is suitable for hot-dip galvanisation and/or which are not recognisable to the naked eye, as well as for delivered parts which do not comply with Clause III.2-III.5; furthermore, ZINQ shall not be liable for defects arising after the transfer of risk due to unsuitable or improper storage or use, faulty or negligent handling, or exceptional external influences.
The statutory warranty period applies, commencing from the delivery of the goods to the buyer, or in the event that dispatch is impossible, from the notification of readiness for dispatch to the buyer.
The customer must give ZINQ the necessary time and opportunity to carry out any required rectifications, in coordination with ZINQ. If the rectification fails, the customer may, in accordance with the legal provisions, have the defects remedied at ZINQ's expense, withdraw from the contract, or demand a reduction in the payment.

X. Liability

Claims for damages Claims for damages by the purchaser against ZINQ, for whatever legal reason (contract, tort, pre-contractual relationship), 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 the event of culpable injury to life, body or health. Furthermore, ZINQ shall be liable according to the statutory provisions in the event of a breach of essential contractual obligations (i.e. such obligations the fulfilment of which enables the proper execution of the contract in the first place and on whose compliance the customer regularly relies and may rely); in this case, however, ZINQ's liability shall be limited to foreseeable damages which must typically be expected to arise.
An amendment to the burden of proof is not associated with the foregoing provisions of this Clause 10.
To the extent that ZINQ's liability is limited under this Clause 10, the same shall apply to the corresponding personal liability of the employees, agents and legal representatives of ZINQ.

XII. Jurisdiction, Governing Law and Severability Clause

The exclusive place of jurisdiction for disputes arising from and in connection with the contractual relationship is Hagen. ZINQ is also 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.