1. Definitions
‘Buyer’ means Customer identified on the Purchase Order.
‘Goods’ means all or any of the items set out in the Purchase Order which are to be supplied to the Buyer.
‘Supplier’ means ZCC Cutting Tools Europe GmbH – UK Division
‘Purchase Order’ means any Order placed by the Buyer for Goods provided by the Supplier.
‘Specification’ means the requirements to which the Goods shall conform as detailed in the Purchase Order.
2. General
2.1 The following conditions shall be binding for all quotations and orders. Any conditions stipulated by the Buyer in contradiction to these general conditions of sale shall only be valid if explicitly acknowledged in writing by the Supplier.
2.2 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
2.3 Offers shall not be binding until orders are acknowledged by the Supplier in writing. Unless otherwise agreed upon, all specifications contained in the offer or stated in brochures and catalogues, such as illustrations, drawings and measures, shall be approximate indications only
3. Order Value
3.1 The minimum order value is 50 GBP net. A logistics surcharge for orders under £400.00 will apply as follows.
Orders up to 100 GBP = £15.00
Orders between 100 GBP and 200 GBP = £12.00
Orders between 200 GBP and 400 GBP – £8.00
Orders over 400 GBP are shipped free of charge
Standard inserts are generally available in packs of 10 only (packing unit) (Exceptions to this may apply for: thread inserts, CBN/PKD inserts, inserts of larger dimensions with an inscribed circle of larger than 19mm).
3.2 These conditions shall apply to all custom manufactured components and excluded from standard ordering, shipment & returns terms and conditions set out:
3.2(a) The Buyer shall submit an initial enquiry for the purchase of Goods via the Website, by telephone, or by email. The Supplier shall review the enquiry and will get in touch with the Buyer to discuss the Buyer’s requirements, or to confirm it is able to meet the Buyer’s request. The Buyer’s initial enquiry shall not constitute an Order.
3.2(b) Once the supplier has confirmed it is able to meet the Buyer’s request, and subject to agreeing the Specification for the Goods, the Buyer may confirm that it wishes to proceed and place an Order for the Goods.
3.2(c) Each Order placed by the Buyer constitutes an offer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the Order (including the Specification, and any drawings, models and documents submitted to the supplier) is complete and accurate before it is placed.
3.2(d) After receiving an Order, The Supplier will send an order acknowledgment email to the Buyer including confirmation of the Buyer’s Order details (Order Acknowledgement). The Order shall only be deemed to be accepted when the Supplier sends the Order Acknowledgment to the Buyer, at which point the Contract shall come into existence.
3.2(e) On dispatch of the Goods, or at the point that the Goods are made available for collection, the Supplier will send to the Buyer the invoice for the Goods and a certificate of conformity for the Goods (if applicable).
3.2(f) If the Supplier is unable to supply the Buyer with the Goods for any reason, the Supplier will inform the Buyer of this by email or phone and will not process the Buyer’s Order. If the Buyer has already paid for the Goods, the Supplier will refund the Buyer the full amount including any delivery costs charged as soon as possible.
3.2(g) As the Goods ordered under these Conditions are manufactured to meet bespoke or custom requirements of the Buyer, the Buyer may not cancel its Order or return the Goods at any point after the Supplier issues its Order Acknowledgement.
4. Goods
4.1 The Goods are described in the Supplier’s catalogues, brochures, flyers and other appropriate technical documentation in printed or digital formats as supplied to stated specification.
4.2 To the extent that the Goods are to be manufactured in accordance with a Specification Supplied by the Buyer (Special Manufacture), the Buyer, shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 4.2 shall survive termination of the Contract.
4.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
5. Delivery
5.1 The supplier will make every effort to meet the delivery dates projected. In case of unforeseeable obstructions in spite of the appropriate and adequate care, regardless of whether these obstructions affect the Supplier or the Buyer or a third party, the Supplier shall not be liable for any damages or delay.
5.2 Obstructions referred to in clause 5.1 include, but shall not be limited to: late delivery by subcontractors, operational breakdowns, labour conflicts or force majeure.
5.3 Any delay to delivery does not entitle the Buyer to reject delivery or cancel the order. All offers based on regular stock are subject to prior sale. For special products and Buyer specific orders, Buyers will accept over or under delivery of up to 10% of the order quantity due to technical reasons during manufacturing. Invoices shall be based on delivered quantity.
5.4 The Supplier shall deliver the Goods via the preferred carrier of ZCC Cutting Tools Europe GmbH (or the Supplier in accordance with clause 8.2) at the Supplier’s premises (Delivery Location).
6. Prices
6.1 The price of the Goods shall be the price set out in the Supplier’s published price list in force as at the date of delivery.
6.2 The quoted price of the Goods is valid ex stock Germany, and excludes amounts in respect of value added tax (VAT), (which the Buyer shall additionally be liable to pay to the Supplier at the prevailing rate), the costs and charges of packaging, insurance and transport of the Goods and customs charges, which shall be invoiced to and paid by the Buyer.
7. Payment
7.1 The Supplier may invoice the Buyer for the Goods on or at any time after the completion of delivery.
7.2 Unless otherwise agreed in writing, due payment shall be made within 30 days from the date of invoice.
7.3 Should the Buyer fail to comply with clause 7.2, the Supplier shall be entitled to charge interest under this clause 7.3 which will accrue to the current bank rate (ZCC Cutting Tools Europe GmbH Banking Partners) for short-term borrowings.
7.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Shipment and Transfer of Risk
8.1 The benefit and the risk shall be transferred to the Buyer upon handing over the ordered Goods to the forwarding agent or carrier when the Goods leave the Suppliers warehouse.
8.2 The Supplier shall determine the forwarding agent or carrier unless the Buyer provides specific instructions in writing and in due time.
8.3 The onus to insure against any risk is on the Buyer and the Supplier shall have no liability in this respect.
9. Retention of Title
9.1 Title to the Goods shall not pass to the Buyer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Buyer in respect of which payment has become due. In which case title of the Goods shall pass at the time of payment of all such sums.
9.2 Until title to the Goods has passed to the Buyer, the Buyer shall store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Supplier’s property.
9.3 The Buyer shall maintain the Goods in satisfactory condition and keep them insured against all risk for their full price.
10. Warranty and Liability
10.1 The Buyer shall inspect the delivered goods immediately upon arrival and shall notify the supplier in writing of any defects or damages lowering or annulling the technical value of the purchased Goods within two weeks upon receipt of Goods.
10.2 Upon written request by the Buyer, the Supplier shall undertake the necessary steps, at its sole discretion, to either repair or replace as quickly as possible any elements or components of the Goods which, before the expiry date of the warranty period, are proven to be defective due to material defect or manufacturing errors. Further claims, including compensation or liability for consequential damage shall be excluded, as far as legally permitted.
10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
i. death or personal injury caused by negligence;
ii. fraud or Fraudulent misrepresentation;
iii. breach of terms implied by section 12 of the Sale of Goods Act 1969; or
iv. defective products under the Consumer Protect Act 1987.
11. Returns of Shipment
11.1 The Buyer has the right to return Goods within 180 days only after a written agreement with the Supplier. Lack of such a written confirmation of the Supplier will result in the Buyer having to bear the entire cost of the return delivery.
11.2 The Supplier has the right to reject any shipments sent back carriage forward or not confirmed. The Goods must be returned in the same condition and original, undamaged packaging that they were received in.
11.3 Upon agreement with supplier and acceptance of return. All goods are to be shipped and returned to ZCC Cutting Tools Europe GmbH Central European warehouse (Address below) using Incoterms DDP (Delivery Duty Paid). Failure to collect all shipment costs in advance will result in the goods being returned to sender. ZCC Cutting Tools Europe GmbH will not accept any cost of return unless prior arrangements have been agreed.
ZCC Cutting Tools Europe GmbH. Wanheimer Strasse 57, 40472, Dusseldorf, Germany
11.4 A processing fee of 15 % of value of Goods returned applies unless the reason for the return shipment are solely the Supplier´s responsibility. Special products manufactured correctly according to the mutually confirmed technical drawings are excluded from return.
11.5 Credits granted shall not exceed the original invoice value.
12. Confidentiality
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
12.2 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13. Force Majeure
13.1 The Supplier shall not be responsible to the Buyer for any delay etc. in performance or non-performance due to Force Majeure. The Supplier shall promptly, upon the occurrence of any such event or cause, inform the Buyer in writing, stating that such event or cause has delayed or prevented its performance hereunder and thereafter the Supplier shall take all actions within its power to comply with these terms as fully and promptly as possible.
13.2 “Force Majeure” shall include (but without limitation) the following events: war, fires, floods, terrorist events, pandemics, epidemics, earthquakes, explosions or other catastrophes, major epidemics, boycotts and embargoes, general local and individual strikes and more in general any cause beyond the reasonable control of the parties hereto which make it impossible for the parties to perform their obligations in accordance with these terms.
14. Brexit Trigger, Renegotiation and Termination Clause
14.1 Brexit Trigger Event means any of the following events occurring at any time as a result of the UK ceasing to be subject to the transition or implementation arrangements provided for by Part 4 of the withdrawal agreement between the UK and the European Union negotiated under Article 50(2) of the Treaty of the European Union which sets out the arrangements for the UK’s withdrawal from the European Union (as such arrangements are extended from time to time):
i. an adverse impact on a party’s ability to perform the agreement in accordance with its terms and the law;
ii. an increase in the costs incurred by the Supplier in performing the contract since the price for the Goods was last agreed;
iii. the price of the Goods under this contract is lower than the market value for similar products or services (an impact on the Supplier);
iv. the price of the Goods under this contract exceeds the market value for similar products or services (an impact on the Buyer).
15. Right to renegotiate or terminate
15.1 If a Brexit Trigger Event occurs, either party may:
i. require the other party to negotiate in good faith an amendment to this contract to alleviate the Brexit Trigger Event; and
ii. if no such amendment is made to this agreement within 30 days, terminate the contract by giving the other party not less than two weeks and not more than 1 month written notice.
15.2 Save as expressly provided in this clause 14, a Brexit Trigger Event shall not terminate or alter (or give any party a right to terminate or alter) the contract, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this clause and any other provision of the contract, the provisions of this clause shall prevail.
16. Entire agreements
16.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
17. Variation
17.1 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
18. Third party rights
18.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
18.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
19. Foreign trade transactions
The Supplier wishes to point out that the re-export of goods to Russia or Belarus and their use in those countries is prohibited. In the event of any breach of this rule, the Supplier is legally obliged (a) to immediately report the breach to the competent authorities; and (b) to carry out a thorough review of the business relationship with the Buyer, which may also include the possibility of immediate termination of the business relationship.
20. Jurisdiction and Governing Law
20.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales or Scotland (Scottish Customers)
20.2 Each party irrevocably agrees that the courts of England and Wales or Scotland (Scottish Customers) shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.