For our General Terms and Conditions for Germany, please refer to our Conditions of Purchase or Conditions of Sale (see below).
For deliveries via our branches or distribution partners, please enquire there about the respective valid version.
For our General Terms and Conditions for Germany, please refer to our Conditions of Purchase or Conditions of Sale (see below).
For deliveries via our branches or distribution partners, please enquire there about the respective valid version.
Our deliveries and services shall be done exclusively on the basis of the following Terms & Conditions of Sale. Customer's terms of purchase shall have no binding effect on us even if we fail to expressly oppose them. Any divergence from the following terms, any ancillary agreements, and any commitments made by our representatives must be expressly confirmed in writing in order to become effective.
Quotations shall be without obligation, and prices charged shall not be binding for follow-up orders. If cost prices increase subsequent to conclusion of the contract due to rises in wages, salaries, freight costs and energy prices, or due to changes in existing levies or the introduction of new levies, etc., then we shall be entitled to increase our prices accordingly. This shall not apply to goods to be delivered or services to be rendered within four months of conclusion of the contract, unless such deliveries or services are made or rendered in the context of recurring obligations.
We shall only be obliged to grant discounts or other allowances if same have been agreed in writing on placement of order. Unless otherwise stated by us, all prices shall be ex works without packaging.
Any information given by telephone regarding prices and the possibility of delivery shall only become binding on being confirmed in writing. In the case of orders given by telephone, we shall not be responsible for anything misheard or misunderstood.
Unless otherwise agreed, our terms of payment shall be 2% discount on payment within 14 days or alternatively without deduction within 30 days - of receipt of invoice and of the due date for payment. In all events, payments must be made in cash and received within the prescribed period. If the deadline for payment is exceeded culpably, we shall be entitled to default interest as laid down by law, without any reminder being required.
Cheques and bills of exchange shall only be accepted in payment on reimbursement of the normal bank charges. We shall not be responsible for cheques and bills of exchange being submitted in time. Invocation by Customer of Bills of ExchangeAct s. 53 (1) is excluded.
Default interest and charges for bills of exchange shall be paid immediately.
We shall be entitled to claim advance payment for customised orders.
Contributions towards tool costs must be paid in advance at all times.
Default in payment and other circumstances casting doubt on Customer's credit worthiness shall entitle us to demand immediate payment of all outstanding receivables and, insofar as bills of exchange are in our possession, to satisfy our claims vis-à-vis the defaulting party by anticipating such bills. We shall only make further deliveries provided Customer furnishes security or makes advance payment. Our right to rescission pursuant to Item 11 below shall remain unaffected. Customer shall only be entitled to retain or offset payments in the event of complaints or counterdemands provided such counterclaims are undisputed or have been established by a court of law.
Until such time as the delivery/service has been paid in full, including all and any costs and interest, and until such time as all previous deliveries/services covered by the existing business relationship have been settled, the goods supplied shall remain our property.
Any processing and re-working of the goods subject to our reservation of title shall be done on our behalf. If such processing or re-working creates property held by Customer, then such property shall pass to us at the same time, and the product shall be kept by Customer on our behalf. If goods subject to reservation of title are processed with third-party goods, we shall be entitled to prorated coownership in the product, depending on the value of the goods processed at the time of such processing. As long as our reservation of title persists, Customer shall have the right to sell the goods or the product made therefrom in the course of normal business, taking the following conditions into account.
Without any specific agreement to this effect being required in each case, the accounts receivable from third parties created by such re-sale shall be assigned to us by way of security up to the total invoiced value of the goods involved that are subject to our reservation of title. Customer is authorised to collect such receivables for our account. However, we shall have authority at all times to inform the third-party customer whose name must be disclosed to us on request about such assignment, and to demand that direct payment be made to ourselves. The provision laid down in this paragraph shall apply accordingly if goods subject to our reservation of title are used for performing a contract for work or services.
If the invoiced value of the goods subject to our reservation of title exceeds the value of our claim by over 20%, we undertake to release such goods accordingly on being requested to do so in writing.
We are at liberty to pledge items supplied. This shall not be deemed waiver of our reservation of title or rescission of the contract. In the case of pledging or similar impairment by third parties, we must be notified to this effect at once by registered post. Until such time as our claims have been satisfied in full, the goods and any accounts receivable created in their stead may be neither pledged to third parties nor assigned to third parties by way of security.
Call-off purchase agreements are contracts for a fixed quantity of goods, delivery or acceptance of which must be effected - in part deliveries as the case may be - within a specific period on Customer's demand. We are entitled but under no obligation to make subsequent delivery of quantities not called off within the specified period.
If part quantities are called off, each delivery shall be deemed a separate transaction as regards the obligation to inspect the goods and lodge complaints and as regards price adjustment. Defects in a part delivery shall not entitle Customer to cancel the contract as a whole.
If Customer defaults in accepting the entire delivery or parts thereof, then we shall be authorised to charge for the performance not accepted and to store the goods at Customer's expense and risk. If the goods are stored on our own premises, we shall charge 1% of the invoiced amount by way of storage fees for each new month, commencing 30 days after notification has been given that the goods are ready for consignment. If the goods are stored on third-party premises, we shall charge the costs incurred on ourselves. In the event of default in acceptance we shall also be entitled at our own option to rescind the contract and/or to demand compensation on expiry of a reasonable period of grace set by us. In the case of call-off purchase agreements, we shall also be entitled to the rights accruing from default in acceptance if Customer violates its obligation to take acceptance of delivery in respect of individual part deliveries.
Delivery dates or deadlines shall only be binding if we have agreed to them or confirmed them in writing. Delivery periods shall commence on confirmation of the order being sent, not however prior to provision of the documents, permits or releases to be obtained by Customer, and not prior to receipt of any agreed advance payment. Delivery dates and deadlines shall be deemed met if the item to be delivered has left the works before the end of the delivery period, or if notification has been given to the effect that the item concerned is ready for consignment.
The delivery period shall be extended reasonably in the event of labour disputes, in particular strikes or lock-outs, or if unforeseen obstacles arise which are beyond our control, provided it is proved that such obstacles have a major effect on completion or delivery of the item to be delivered. This shall also apply if such circumstances affect our own suppliers.
Part deliveries are permissible and may be charged individually.
Packaging and consignment shall be done in accordance with Customer's instructions or, if no such instructions are given, at our discretion. Packaging is charged at cost price, is recyclable in accordance with packing regulations, and will be taken back by free return delivery if requested. Packaging which is lent out (collicos) must be emptied immediately and returned to us. If lent packaging is not received back at our works within four weeks of the delivery being made, then as from the 29 day of its absence we shall charge a fee of € 1.00 for the fifth week and every consecutive week thereafter to compensate for loss of use.
All consignments shall be made at Customer's risk. In the case of COD-consignments, Customer shall be responsible for proper receipt of the amount cashed on delivery.
By paying a contribution towards tool costs and the cost of constructing models, Customer shall not acquire any rights in the tools or models, which shall remain our property.
We reserve our title and copyright in samples, estimates, drawings and similar information in both physical and nonphysical form, including electronic form. Such information may not be made accessible to third parties without our written consent.
All the weights and measures and all the technical specifications and illustrations contained in our quotations, confirmations of order, drawings, pictures, catalogues, etc., are approximate values as is usual in the industry sector.
Written notification of obvious defects and of differences in quantities and measurements in respect of the goods must be sent to us immediately on delivery being made, failing which the goods shall be deemed accepted.
Complaints about hidden defects must be filed in writing immediately on discovery of such defects.
If this does not happen, so the ware is regarded as approved in consideration of this defect.
In the case of legitimate complaints, Customer may initially only demand post-performance, which shall be effected by remedying the defect or supplying items in perfect condition, at our option. Customer may only rescind the contract or reduce payment once post-performance has finally failed or become impossible.
If Customer or a third party improperly makes repairs itself, then we shall not be held liable for the consequences resulting therefrom. The same shall apply to any changes made to any item supplied without our prior approval.
All claims based on defects shall become statute-barred one year after passing of risk. This shall not apply to supplied items which have been used for a building construction in line with normal usage and have caused defects to such construction. In such cases the statutory prescriptive period shall apply to claims based on defects. This shall likewise apply if we act with deliberate and/or malicious intent.
The liability based on defects does not include usual wear and abrasion (of for example bearings, shaft seal rings, friction linings, etc.), excessive demand, incorrect or careless treatment, inadmissible ambient temperatures, not reproducible software faults, consequences of not proper maintenance or application conditions that originate due to special external influences which are not presupposed after the contract.
Customer's compensation claims of whatsoever nature are excluded, unless they are based on deliberate intent or gross negligence on our part, or on the part of any of our legal representatives, or on the part of anyone helping us to perform our obligations. This limitation of liability shall not apply to compensation for any injury to life and limb or for any health hazard caused by ourselves, our legal representatives, or those helping us to perform our obligations. Moreover, it shall not apply to claims under the Product Liability Act or in the event of culpable violation of important contractual obligations; in the latter instance, our liability shall be limited in the event of slight or moderate negligence to damage such as is reasonably foreseeable and typical for the type of contract at issue.
If it comes to our knowledge subsequent to conclusion of the contract that Customer's financial situation has substantially deteriorated, or that Customer has pledged its tools, machines, stocks or outstanding receivables, or if Customer fails to pay due bills immediately in spite of a reminder to do so, then we reserve the right to rescind the contract and/or to demand compensation without this giving rise to any claims against ourselves on Customer's part.
We shall likewise be entitled to rescind the contract without this giving rise to any claims on Customer's part if the discharging of an order becomes impossible due to unforeseen government measures, suspension of business operations, shortages in raw materials or fuel, fire, or similar occurrences.
If the customer is a merchant, a legal entity under public law or a special fund under public law, Mauerstetten shall be the place of performance for all obligations arising from the contract.
The contractual relationship shall be governed exclusively by German law UN internationals sales law shall be excluded.
Insofar as the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the court at Mayr's registered office shall have local jurisdiction for all disputes arising directly or indirectly from the contractual relationship. This also applies to disputes about the validity of concluded contracts. Sentences 1 and 2 shall apply accordingly if the customer has its registered office abroad or if the customer relocates its registered office or usual place of residence abroad after conclusion of the contract or if its registered office or usual place of residence is not known at the time the action is brought.
The invalidity of individual provisions shall not affect the validity of the remaining provisions.
These purchasing conditions apply to all business transactions with suppliers or other contractors (hereinafter jointly referred to as "suppliers"), even if they are not mentioned in later contracts. They also apply if the supplier refers to its own terms and conditions, particularly when accepting the order or in the order confirmation, unless they have been expressly approved in writing by Chr. Mayr GmbH + Co KG (hereinafter referred to as “Mayr”).
An order from Mayr is only deemed to have been placed when it has been drawn up in writing by Mayr. In this sense, the written form also suffices for faxes and e-mails. Orders placed verbally or by telephone are only binding for Mayr if Mayr has confirmed them by subsequently sending a written order.
Drawings provided by Mayr, including tolerance specifications, are binding. By accepting the order, the supplier acknowledges that he has informed himself about the type of execution and the scope of the service by inspecting the existing plans. Mayr is not liable for obvious mistakes, spelling mistakes and miscalculations in the documents, drawings and plans submitted by Mayr. The supplier is obliged to inform Mayr of such errors so that Mayr can correct and renew the order. This also applies to missing documents or drawings. The supplier undertakes to always manufacture based on the current drawing attached to the order.
As long as the supplier has not yet fully fulfilled his obligations, Mayr can request changes to the order with regard to design, execution or delivery time within the scope of what is reasonable. The effects (e.g. additional or reduced costs, delivery dates) are to be regulated appropriately and mutually.
The supplier must confirm each order to Mayr in writing without delay, but no later than 5 working days after receipt of the order, stating the delivery date and the applicable prices. However, if Mayr does not receive the order confirmation within 10 working days after receipt of the order by the supplier, Mayr is entitled to cancel the order without reimbursement of costs.
The delivery times and dates specified by Mayr in the order are binding. The goods must be received at the receiving point specified by Mayr within the delivery period or on the delivery date, a maximum of 5 working days early or 1 working day late, in consultation with Mayr. If delays are to be expected, the supplier must notify Mayr of this immediately and obtain Mayr's decision on maintaining the order.
If the supplier is in default, Mayr has the right, without prejudice to further claims, to demand a contractual penalty of 0.5% of the net order value for each week started, up to a maximum of 5% of the net order value. The contractual penalty paid will be offset against a claim for damages. The right to demand payment of the agreed contractual penalty is not forfeited if the contractual penalty was not expressly reserved upon acceptance of the delayed delivery.
If the supplier does not provide the service due or does not provide it in accordance with the contract, Mayr can also withdraw from the contract and/or demand damages if the supplier is at fault if it has set the supplier a reasonable deadline for performance or supplementary performance. Further statutory rights remain unaffected.
Mayr is not obliged to accept the goods before the delivery date has expired.
Unless expressly agreed, the supplier is not entitled to partial performance.
The delivery takes place according to the agreement to the receiving point specified by Mayr. If Mayr has to bear the freight costs, the supplier must select the mode of transport prescribed by Mayr, otherwise the mode of transport and delivery that is most favorable for Mayr. Additional costs resulting from non-compliance with the delivery specification will be charged to the supplier by Mayr.
The risk is only transferred from Mayr to Mayr upon acceptance by the receiving office.
The packaging is included in the price. If, exceptionally, something else has been agreed, the packaging is to be charged at cost price. The supplier must select the packaging specified by Mayr in the order and ensure that the packaging protects the goods from damage. Mayr is entitled to charge the supplier for the costs of recycling non-recyclable packaging. If the packaging is returned freight collect, Mayr must be credited with at least 2/3 of the calculated value.
A single copy of invoices, delivery notes and packing slips must be enclosed with each shipment. These documents must contain:
In the case of freight shipments, Mayr must be sent a shipping notice separately on the day of shipment.
The supplier is obliged to submit a written declaration on the origin of the delivery items under customs law. A change of origin must be reported to Mayr immediately and without being asked. If necessary, the supplier must provide evidence of the information on the origin of the goods by means of an information sheet confirmed by a customs office. The supplier is liable for all disadvantages that Mayr suffers as a result of improper or late submission of the original documentation.
Unless expressly stated otherwise, the agreed prices are fixed prices unless the supplier generally lowers its relevant prices. The agreed prices are valid as long as no new prices have been negotiated. Price increases by the supplier without agreement and approval from Mayr are not valid.
The supplier will not grant Mayr any more unfavorable prices and conditions than other customers if and insofar as these offer him the same or equivalent conditions in the specific case.
Invoices are to be issued separately for each order. Payment is only made after receipt of the goods free of defects or complete service free of defects and after receipt of the invoice. This applies accordingly to permissible partial deliveries. Delays caused by incorrect or incomplete invoices or invoices that are issued too early do not affect discount periods.
Under the above conditions, Mayr will make the payment within 14 calendar days less a 3% discount, and within 30 calendar days without any discount.s without any discount.
The supplier's claims against Mayr may only be assigned to third parties with Mayr's consent. Payments are only made to the supplier.
Payments are made by bank transfer.
The supplier is liable for ensuring that the goods delivered by him are free of defects, conform to drawings and DIN/norms and that the goods correspond to Mayr's order details.
Mayr undertakes to examine the delivery for quality and quantity deviations within a reasonable period of time. A notice of defects has been made in good time if it is received by the supplier within 5 working days, calculated from the receipt of the goods or, in the case of hidden defects, from their discovery.
In the event of defective deliveries, Mayr is entitled to all statutory rights. A limitation of these rights is only possible with the written consent of Mayr.
In urgent cases, Mayr is entitled, after notifying the supplier, to carry out the repair itself or have it carried out by a third party. The supplier shall bear the costs incurred as a result.
The statutory limitation periods for claims for defects apply.
In the event that claims are made against Mayr due to product liability, the supplier is obliged to indemnify Mayr against such claims if and to the extent that the damage was caused by a defect in the contractual item supplied by the supplier. In cases of fault-based liability, however, this only applies if the supplier is at fault. If the cause of the damage lies within the supplier's area of responsibility, he shall bear the burden of proof in this respect. In these cases, the supplier assumes all costs and expenses, including the costs of any legal action and recall campaigns. Otherwise, the statutory provisions apply.
In consultation with Mayr, the supplier will mark the delivery items in such a way that they can be permanently identified as his products.
The supplier ensures that the manufacturer of the product components he uses can be traced back.
The supplier will take out insurance against all product liability risks, including the risk of recalls, to a reasonable extent and will present the insurance policy to Mayr upon request.
The supplier is aware of his obligation to provide information within the framework of the applicable EU regulations (chemical law, REACH regulation). He ensures that Mayr is informed without being asked about substances and components that he has to discontinue due to a lack of REACH conformity or other non-compliance with applicable regulations. The announcement of this to Mayr must be made early enough to ensure that Mayr still has room for maneuver in order to be able to maintain its ability to deliver. In the event of demonstrable omission, the supplier is liable and liable for damages within the framework of the applicable jurisdiction.
The supplier must carry out quality assurance that is appropriate in terms of type and scope and corresponds to the latest state of the art and must provide Mayr with proof of this upon request. If Mayr deems it necessary, he will conclude a corresponding quality assurance agreement with Mayr.
When manufacturing new parts, the supplier will submit an initial sample inspection report to Mayr upon request. In addition, the supplier agrees to the implementation of quality audits after consultation.
Goods manufactured according to Mayr's specifications, drawings and models may not be made accessible to third parties by the supplier or used or supplied for purposes other than contractual purposes without the prior written consent of Mayr.
The same applies to tools, molds, samples, profiles, standard sheets, print templates, gauges, etc. provided by Mayr to the supplier. They must be secured against unauthorized inspection or use.
All drawings, sketches, models etc. supplied by Mayr for the execution of the order must be returned to Mayr immediately after the order has been completed. They remain the property of Mayr.
Reproduction of the items mentioned in the previous paragraphs is only permitted within the framework of operational requirements and copyright provisions. Sub-suppliers are to be obligated accordingly.
In the event of a breach of one of the obligations mentioned, Mayr can at any time demand the return of the items provided to the supplier and claim damages.
Material provided by Mayr to the supplier remains the property of Mayr. As such, it must be stored, labeled and managed separately from the supplier and free of charge. It may only be used for orders from Mayr. The supplier is fully liable for damages in the event of loss due to negligence or intent.
The material owned by Mayr is treated and processed for Mayr. Should ownership arise at the supplier as a result of this process, this will be transferred to Mayr at the same time and the product will be kept by the supplier for Mayr. If processed together with third-party goods, Mayr is entitled to co-ownership of the product according to the value of the processed goods at the time of processing.
Clause 11.1 applies to safekeeping of the new or transformed item corresponding.
If enforcement measures are imminent or take place against the supplier, which also affect or may affect the material owned by Mayr, the supplier must notify the enforcement body of Mayr's ownership and at the same time inform Mayr immediately of the implemented or threatened enforcement input.
The supplier warrants that the products it supplies are its sole property and free from any third-party rights.
The supplier is liable for ensuring that no patents or other property rights of third parties are infringed upon by his delivery and its utilization by Mayr. He releases Mayr and its customers from all claims arising from the use of such industrial property rights. This does not apply if the supplier has manufactured the delivered goods according to drawings, models or other equivalent descriptions or instructions provided by Mayr and does not know or cannot know in connection with the products manufactured by him that property rights can be violated as a result. Any further claims for damages by Mayr remain unaffected. At Mayr's request, the supplier will name all industrial property rights known or becoming known to him which he uses in connection with the items to be delivered or delivered.
War, civil war, environmental disasters, export restrictions or trade restrictions due to a change in political circumstances, as well as strikes, lockouts, disruptions to operations, operational restrictions and similar events that make it impossible or unreasonable for Mayr to fulfill the contract, are considered force majeure and release Mayr for the duration of their existence the duty of timely acceptance. The contractual partners are obliged to notify each other of this and to adjust their obligations to the changed circumstances in good faith.
The supplier must meet the applicable requirements of national and international export, customs and foreign trade legislation for all goods to be delivered and services to be provided. The supplier must obtain the necessary shipment or export permits, unless the applicable foreign trade law stipulates that the buyer or a third party is obliged to apply for these permits, not the supplier.
The supplier must provide the buyer with all information and data in writing as early as possible, but no later than 10 days before the delivery date, which the buyer needs to comply with the applicable foreign trade law for export, transfer and import as well as in the case of re-sale when the goods and services are re-exported , especially for each good and service:
In the event of changes in the origin, the properties of the goods or services or the applicable foreign trade law, the supplier must update the export control and foreign trade data as early as possible, but no later than 10 days before the delivery date, and notify the buyer in writing. The supplier shall bear all expenses and damages incurred by the buyer as a result of the absence or inaccuracy of the export control and foreign trade data.
The supplier undertakes to comply with the respective legal regulations on dealing with employees, environmental protection and occupational safety and to work on reducing the negative effects on people and the environment during its activities.
For this purpose, the supplier will set up and further develop a management system according to ISO 14001 as far as possible.
Furthermore, the supplier will observe the principles of the Global Compact Initiative of the UN. These essentially relate to the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labour, the elimination of discrimination in hiring and employment, responsibility for the environment and the prevention of corruption. More information on the UN Global Compact Initiative is available at www.unglobalcompact.org.
In the event that a supplier behaves illegally repeatedly and/or despite a corresponding notification and does not prove that the violation of the law has been remedied as far as possible and that reasonable precautions have been taken to avoid future violations of the law, we reserve the right to withdraw from existing to withdraw from contracts or to terminate them without notice.
The supplier is obliged to treat Mayr's orders and all associated commercial and technical details as business secrets.
The supplier may only advertise its business relationship with Mayr's prior written consent.
Should any provision of these purchasing conditions be or become invalid, the remaining provisions shall remain valid.
Unless otherwise agreed in writing, German law applies exclusively to the contractual relationship between the supplier and Mayr, even if the supplier has its registered office abroad.
If the supplier is a merchant within the meaning of commercial law, Mauerstetten is the place of performance for all obligations arising from the business relationship.
If the supplier is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the court at Mayr's registered office is locally responsible for all disputes arising directly or indirectly from the contractual relationship. This also applies to disputes about the effectiveness of concluded contracts. Sentences 1 and 2 apply accordingly if the supplier has its registered office abroad or if the supplier relocates its registered office or usual place of residence abroad after the conclusion of the contract or its registered office or usual place of residence is not known at the time the action is filed.
This Code of Conduct defines the principles and requirements of MAYR for its suppliers of products and services with regard to their responsibility for people and the environment.
We live a corporate culture that includes and observes all social, ecological and economic responsibilities beyond the statutory provisions.
Sustainability is a central component of our business activities, which is geared towards offering our customers products and problem solutions that serve to ensure the long-term success of our customers.
For us, sustainability also means building and maintaining long-term relationships with our suppliers and integrating them into our procurement strategies and processes at an early stage.
When procuring raw materials, components and services, in addition to the criteria of quality, price and delivery service, we particularly consider social and environmental aspects such as human rights, working conditions, the prevention of corruption and environmental protection.
We therefore expect our suppliers and cooperation partners to comply with the applicable national laws, consent to the United Nations Global Compact (www.unglobalcompact.org) and, of course, to this MAYR Code of Conduct.
Our suppliers and cooperation partners undertake to adhere to the following principles:
No employment of employees who are not of the legally prescribed minimum age.
Corruption or bribery will not be tolerated in any way, including any illegal payment offers or similar donations to government officials to influence decision-making.
Obligation not to deliver any goods to Chr. Mayr GmbH + Co KG that are not Conflict Free.
Strict compliance with the export guidelines of the European Union and the Federal Republic of Germany.