GENERAL TERMS AND CONDITIONS
1.1. These General Terms and Conditions (hereinafter “Terms“) apply to all contracts between the company CNC BALTIC ltd (hereinafter “CNC BALTIC”) and its customers (hereinafter “customer”) for the sale and production of goods and provision of services (hereinafter “the contract”), regardless of whether CNC BALTIC produces the item or service itself or procures it by third parties. However, they apply only if the customer is a business entity, a legal entity under public law, or a public special asset.
1.2. These Terms constitute a framework agreement between CNC BALTIC and the customer which is valid for all future contracts, without CNC BALTIC having to point to it again at the contract conclusion. CNC BALTIC has the right to change the Terms from time to time. They become an integral part of the contract in the respectively latest version, if and insofar as CNC BALTIC immediately notifies the customer of changes. These Terms can be viewed anytime at the registered office of CNC BALTIC and will be sent to the customer upon request. The Terms can also be viewed and downloaded at www.cncbaltic.lv
2. SUPPLEMENTARY PROVISIONS
2.1. In individual cases reached agreements take precedence over these Terms. Decisive for their content is the written agreement between CNC BALTIC and the customer.
2.2. Differing, conflicting and complementary customer terms and conditions only apply, if CNC BALTIC accepts them in written form. The unconditional execution of a customer’s order with knowledge of the customer’s terms does not lead to their inclusion.
3. WRITTEN FORM REQUIREMENT
Legally relevant declarations that the customer executes towards CNC BALTIC after a contract conclusion, in particular notices of defect, deadlines, and configuration declarations, require the written form.
4. CONTRACT CONCLUSION
4.1. The customer’s order is considered a binding contract offer. A contract between CNC BALTIC and the customer comes off only when CNC BALTIC confirms the customer’s order in written form or if the customer accepts a revised order confirmation by CNC BALTIC or does not veto it immediately. The latter does not apply in the case of significant deviations of the order confirmation from the order.
4.2. Public available documents or documents made available to the customer that relates to the performance of CNC BALTIC (in particular catalogs, technical documentation, calculations, and other product specifications), represent neither an offer from CNC BALTIC to the conclusion of a contract nor do they have relevance to the content of a contract concluded later on. They do particularly not constitute any agreement on the legal and factual nature, particularly not an agreement on the legal and factual nature as defined.
5. TERMS OF DELIVERY, NONAVAILABILITY OF GOODS OR SERVICES
5.1. If a date is specified in the order confirmation issued by CNC BALTIC, on which the performance of CNC BALTIC matures (delivery date), then this delivery date becomes part of the contractual agreement if the customer does not object immediately.
5.2. CNC BALTIC is liable to the customer – subject to further limitations in these conditions – for damage caused to the customer due to delay, only if CNC BALTIC is responsible for the delay.
5.3. Subject to timely self-delivery. CNC BALTIC is not liable for delays that occur due to delayed self-supply of CNC BALTIC by a supplier if there were no doubts on the reliability of the supplier at the time of assignment.
5.4. CNC BALTIC is entitled to provide partial services, request the acceptance, and charge the related service if this is reasonable to the customer.
5.5. In case of a take-back obligation for the packaging of CNC BALTIC, the customer who is not the end consumer, has to return the packaging at his own expense and risk to CNC BALTIC.
5.6. as acceptance is to take place, the subject of the contract shall be considered accepted if the delivery and, insofar as CNC BALTIC is also responsible for installation or service provision, installation or service provision is complete, CNC BALTIC has informed the client of this concerning the acceptance process and has requested that he provides acceptance, 12 working days have passed since delivery or installation/service provision or the client has begun using the subject of the contract (e.g. has commissioned the delivered system) and, in this case, 6 working days have passed since delivery or installation/service provision, and the client has failed to issue acceptance within this period for another reason other than due to a defect highlighted by CNC BALTIC which renders the use of the purchased item impossible or considerably impedes it.
6. DEFAULT OF ACCEPTANCE OF THE CUSTOMER
If the customer should be in default with the acceptance of goods or services provided by CNC BALTIC, or if the customer omits a statutory act of cooperation or if there should be delays of the delivery out of other reasons within the responsibility of the customer, the customer has to compensate CNC BALTIC for the thereby incurred damage.
7. RETENTION OF TITLE
An item delivered to the customer remains in the ownership of CNC BALTIC until the full payment of the claim underlying this delivery from CNC BALTIC. If payment is fully or partially against securities or guarantees, CNC BALTIC reserves the property until the return of the security or guarantee certificate or until a doubtless waiver of the rights from the security or guarantee. The customer is entitled to alienate or to process the good subject to the reservation of title in the due course of business. In case of processing, combining, or mixing the good with other goods the retention of the title of CNC BALTIC is carried forward to the product to its full value. In this case, CNC BALTIC is considered as the manufacturer of the product. If property rights of third parties to a product exist, CNC BALTIC acquires joint ownership of the product proportional to the value of the good of CNC BALTIC to the value of the property of the third party or parties. The customer hereby assigns claims which he acquires due to the resale of the subject under title retention of CNC BALTIC as well as claims which the customer acquires due to the resale of a good on which CNC BALTIC acquires rights towards third parties, already now in the amount of the claim to CNC BALTIC. CNC BALTIC accepts the assignment.
8. PRICES, PRICE CHANGES
8.1. Unless otherwise agreed, the prices of CNC BALTIC valid at the moment of the contract conclusion apply; these are always to be understood ex-works and exempt VAT.
8.2. Costs of transportation and transport insurance, as well as charges, customs duties, taxes, and fees, are to be borne by the customer.
9. CREDITING OF PAYMENT OF THE CUSTOMER
CNC BALTIC will offset payments of the customer first against costs, then against interests, and then against the principal claim. If several principal claims exist, the oldest enjoys priority.
10. NETTING PROHIBITION
Customers can choose from netting and retention only insofar as his claim is undisputed or finally established. In case of defects of the goods delivered by CNC BALTIC, the rights of the customer remain unaffected.
11. WARRANTY CLAIMS
11.1. Insofar as a default exists, CNC BALTIC is entitled to determine the type of supplementary performance, in consideration of the type of fault and the legitimate interests of the customer. A supplementary performance is to be considered as failed in these contracts after the third abortive attempt.
11.2. In case of supplementary performance for faults CNC BALTIC is just insofar obliged to pay the necessary expenses, in particular costs for transport, travel, labor, and material, as these do not increase by the fact that the good was moved to another place than the domicile or the commercial branch of the customer to which it was delivered.
11.3. The customer is obliged, at the request of CNC BALTIC, to return defective parts for supplementary performance to CNC BALTIC and thereby to avoid any damage to the parts by professional packing and professional shipping.
11.4. The warranty claims of customers including damage claims on newly manufactured objects lapse after one year. The liability for defects on not newly manufactured objects is excluded. The above disclaimer, as well as the above ordinance about the limitation period, do not apply to damage claims due to injury of life, body, or health or due to grossly negligent or deliberate breach of duty by CNC BALTIC or by auxiliary persons of CNC BALTIC.
11.5. Warranty claims of the customer do not apply for damages CNC BALTIC is not responsible for arising from faulty handling, excessive use, or inadequate maintenance after commissioning to the customer.
12. LIABILITY FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES
12.1. In case of liability of CNC BALTIC for damages the following applies:
a. If the claims are based on a deliberate or grossly negligent breach of duty through CNC BALTIC or representatives or auxiliary persons of CNC BALTIC, CNC BALTIC is liable for compensations under the statutory provisions.
b. Unless otherwise agreed under a. and as far as there is no breach of essential contractual obligations, liability for damages of CNC BALTIC is excluded.
c. If essential contractual obligations are violated, the liability of CNC BALTIC is limited to the typical contractual, foreseeable damages.
12.2. The exclusions and limitations in paragraph 12.1. do not only apply for contractual, but also other, particularly tort liability claims. They also apply to claims for reimbursement of futile expenses instead of performance.
12.3. The exclusions and limitations of liability do not apply to observe any existing claims according to product liability law or for culpable injury to life, body, or health. They also do not apply insofar as CNC BALTIC has accepted liability for the condition of the good or a performance success or a purchasing risk and the warranty case occurred or the procurement risk has been realized.
12.4. A liability arising from the acceptance of a procurement risk regards CNC BALTIC only when CNC BALTIC has explicitly taken over the risk of procurement in written form.
12.5. Insofar as the liability of CNC BALTIC is excluded or limited, this also applies to the personal liability of employees, agents, and auxiliary persons.
12.6. A reversal of the burden of proof is not involved in the aforementioned regulations.
13. APPLICABLE LAW, PLACE OF PERFORMANCE, AND JURISDICTION
13.1. The law of the Federal Republic of Germany applies.
13.2. Place of performance for all services under a contract.
13.3. For contracts with merchants, corporate entities under public law, public special assets, and with foreigners who have no domestic jurisdiction. CNC BALTIC has also the right to sue at the domicile of the customer.
14. Force Majeure / Acts of God
In case of unpredictable and/or inevitable adverse events for which CNC BALTIC bears no responsibility, and which cannot be avoided or compensated for by adequate and reasonable measures, CNC BALTIC contractual obligations shall be temporarily suspended without any adverse consequences for CNC BALTIC and shall resume only after the adverse event has ended. Such adverse events include, but are not limited to:
Natural hazards such as flooding or drought, earthquake, a storm of wind force 8 and above, congestion of ports and other routes of transportation, fire, or any measure taken by a public authority, which has been taken in reaction to any such event
Political risks such as war, civil war, revolution, unrests, embargoes, calls for boycott, changes of legislation, customs intervention, limitations to monetary transactions, confiscations or destruction, epidemics, and plagues, or any measure taken by a public authority, which has been taken in reaction to any such event
Cases of hardship or economic impracticality, which may deem the fulfillment of CNC BALTIC contractual obligations unreasonable
If any provision of this Agreement should be or become invalid, the validity of the other provisions of this agreement shall not be affected. In this case, the parties are obliged to replace the invalid provision with a provision that corresponds economically to what the parties would have agreed, if they had known about the ineffectiveness.