Terms and Conditions of Sale and Delivery
BlackMountain Steel Ropes Group.  04/2024

General:

All deliveries and services provided by BlackMountain Steel Ropes shall adhere to the following terms and conditions unless otherwise expressly agreed upon in writing. By placing an order, the buyer explicitly recognizes the applicability of these terms and conditions of sale and delivery in their current version. The buyer’s own terms and conditions shall not apply, even if not expressly objected to. Any differing conditions from the buyer do not alter our terms and conditions of sale. Our acts of performance do not imply acceptance of the buyer’s general terms and conditions.

In the event of any amendments to our terms and conditions in writing, all unamended terms and conditions shall remain binding for both parties. Amendments shall solely apply to the specific transaction for which they have been agreed upon. Any agreements made by our representatives are only valid upon written confirmation of acceptance.

Orders:

Our offers are not binding. Orders based on such non-binding offers, as well as any modifications to the following general terms and conditions of sale and delivery forming part of the delivery contract, necessitate written confirmation by BlackMountain Steel Ropes. Amendments shall solely apply to the specific transaction for which they have been agreed upon.

Orders made without a prior offer shall be communicated in writing, via fax, email, or verbally by telephone, to the address, telephone, and fax number most recently provided by us. Contracts are established through subsequent written order confirmation by BlackMountain Steel Ropes or through corresponding delivery.

For contract conclusion, a 30 percent down payment and 70 percent final payment upon loading apply.

Order confirmations shall be dispatched to the address most recently provided by the buyer in their order or, in the case of an ongoing business relationship. The order confirmation specifies BlackMountain Steel Ropes as the contracting party of the delivery contract.

The buyer is bound to their order for a period of ten working days from our receipt of the order. We are not obligated to accept orders from the buyer. The scope of the contract only includes the services specified in the order confirmation. Additional services will be billed separately.

Delivery:

Unless otherwise agreed, the INCOTERMS clauses in their latest valid version shall apply, with the place of delivery and transfer of risk being the respective factory (EXW). The specific supplying plant is indicated in the order confirmation. If delivery to the buyer is agreed upon, BlackMountain Steel Ropes shall select the means of transport and the route. The goods are dispatched from the handover to the carrier at the expense and risk of the buyer, even if the delivery is carriage paid (CPT) destination. Transport insurance will only be arranged upon the express request of the buyer and at their expense.

 

 

 

Delivery:

The delivery time is considered to be the day when the goods depart from the factory or interim storage, or when they are made available to the buyer and ready for dispatch. We inform the buyer when the goods are ready for collection. If the goods are reported ready for collection – in the case of ex-works delivery – and remain uncollected after 5 working days from the notification, they will be stored at the buyer’s expense and risk.

If the buyer fails to collect the goods within one week of being notified of their readiness for collection, or fails to provide written instructions regarding the means of transport and route within one week, we reserve the right to send the goods to the buyer at their risk and expense using a standard shipping method. In this scenario, the place of delivery and transfer of risk is considered to be the point at which the goods are handed over to the carrier.

We reserve the right to make partial and advance deliveries and to issue separate (partial) invoices for them.

Delivery Disruptions and Delay:

In the event of a delivery delay, the buyer must grant a reasonable grace period of at least 4 weeks. If this period elapses without resolution, the buyer may opt to withdraw from the contract. However, in the case of divisible services, the buyer is entitled to a partial withdrawal corresponding to the delay.

Force majeure events (such as strikes, fires, wars, etc.), official measures, unforeseen operational challenges, shortages of raw materials or auxiliary materials, or other production or delivery obstacles will lead to a reasonable extension of the delivery period. If these circumstances cause the agreed delivery period to exceed by more than 4 weeks, both parties reserve the right to withdraw from the sale, provided the goods have not yet been shipped. Claims for damages due to force majeure are excluded.

We are only liable for delays or impossibility of delivery, or partial delivery, due to reasons other than force majeure if we have acted with gross negligence at least. Please refer to point 13 for limitations of liability.

Quality:

All deliveries adhere to customary quality standards. The quality specifications outlined in the order confirmation are decisive for order execution.

Minor color and quality variations may occur due to natural fluctuations in raw materials and do not constitute defects.

We determine packaging at our discretion, and it is not subject to return. Packaging costs are invoiced separately.

 

 

 

Quantity:

Deviations of up to 10% of the goods’ value per order are permissible regarding delivery quantity. The calculation is based on the factory-determined delivery quantity. The purchase price will be adjusted proportionately based on the deviation from the agreed delivery quantity.

Pricing:

All prices are quoted in Euros and are net prices, exclusive of taxes and duties. Pricing is determined based on the cost factors applicable on the day of the non-binding offer or order acceptance (such as material prices, wages, salaries, and exchange rates at the time of pricing). We reserve the right to adjust prices according to changes in cost factors up to the day of delivery.

Invoices and Partial Invoices:

Invoices and partial invoices are due upon receipt, plus VAT. From the due date until payment receipt, we apply the prevailing interest rates for overdrafts. In case of payment default, a reminder fee of 1% of the invoice amount, up to a maximum of EUR 30, will be charged for each reminder. Following an unsuccessful second reminder, a collection agency will be engaged at the buyer’s expense to recover the outstanding amount. The buyer is liable for reasonable compensation for all collection costs incurred due to payment default, unless the delay is not attributable to the buyer. The permissible collection costs are determined by the maximum rates of the collection agencies.

Payments are initially allocated to outstanding interest and expenses and then applied to settle the oldest invoice items. Offsetting with counterclaims against our claims from this contractual relationship is prohibited unless the counterclaims are legally established by judgment or acknowledged by us. The buyer’s right of retention is excluded. If the buyer’s financial situation deteriorates, or if we become aware after contract conclusion that the buyer’s financial situation was already precarious at the time of contract conclusion, jeopardizing the fulfillment of their contractual obligations, we may withhold performance until payment is made or secured. Evidence of the buyer’s financial situation is deemed provided by information from a reputable credit agency or bank. In case of non-compliance with payment agreements, we reserve the right to withdraw from the contract after granting a reasonable grace period. In the event of the buyer’s insolvency, we may withdraw from the contract without setting a grace period.

We reserve the right to charge the buyer for any damages resulting from non-compliance with payment agreements. If exchange rate losses occur during currency conversion and transfer of amounts paid or deposited by the buyer in local currency, the buyer is obligated to make an additional contribution up to the equivalent value of the agreed currency. Currency conversion and transfer must be completed within 5 banking days after the due date.

Currency Clause:

If the exchange rate between the contracted currency and the Euro differs by more than 5% from the exchange rate on the day of contract conclusion, the amount due will be adjusted to prevent any damage resulting from changes in currency exchange rates.

 

 

Exchange:

Bills of exchange are accepted for payment only based on explicit agreement. The buyer bears the costs of discounting and collection. Credit notes for bills of exchange and cheques are subject to redemption.

Retention of Title:

All delivered goods remain our property until full payment of all our claims, including ancillary fees. To secure goods delivered under retention of title, they must be stored separately and insured against fire and theft at the buyer’s expense.

Retention of title also applies to products resulting from treatment and processing. In the event of treatment, processing, mixing, or combining of the goods, we acquire co-ownership of the resulting new items, with the buyer acting as custodian on our behalf.

The buyer is not authorized to pledge, transfer ownership as security, or otherwise dispose of the goods subject to retention of title to third parties, except through ordinary sales transactions to third parties.

Any access by third parties to goods subject to retention of title must be promptly reported to us. Upon resale of reserved goods, the buyer assigns their claims arising from the purchase contract to us as security. This assignment must be recorded in the buyer’s books, indicating the date of the assignment agreement (conclusion of this contract) and our full company name (assignee). Additionally, the buyer agrees to inform their customer of the assignment of claims and promptly forward any payments received from their customer to us.

Warranty:

The buyer is required to inspect the goods immediately upon delivery, and if any defects are detected, notify us promptly; otherwise, warranty and compensation claims will be excluded. This applies to incorrect deliveries as well.

If specially packaged goods prevent direct examination, the packaging must be inspected, and any external damage indicating potential damage to the packaged goods must be reported immediately; otherwise, warranty and compensation claims will be excluded. If immediate inspection is not possible upon receipt of the goods due to normal business practices, this must be reported to us promptly, and any defects discovered during subsequent inspection must be reported in writing within five working days. Subsequently discovered defects must also be reported immediately; otherwise, the goods will be considered approved regarding these defects.

Our negotiation of defect notices does not waive the objection that the notice was untimely or insufficiently specified. Warranty claims must be asserted within six months of goods delivery. Any treatment or processing of the goods voids the warranty.

We do not offer lifetime guarantees or performance guarantees. Goods returns require our express written consent and are at the buyer’s expense and risk. In case of unjustified defect notices leading to extensive inspections, the inspection costs may be charged to the buyer.

 

Invoice:

The assertion of warranty claims does not absolve the buyer from their payment obligations (see point 7). If there is a warranty claim in the buyer’s relationship with their customers, recourse to us is excluded. The buyer also waives the right of recourse against their customers (unless they are consumers).

Liability:

We are liable for damages incurred by the buyer only if we or one of our agents acts intentionally or with gross negligence. Liability for loss of profit, consequential damages, or damages resulting from third-party claims is excluded. We do not accept liability for indirect damages, damages resulting from wear and tear, improper handling, work performed by third parties, or circumstances beyond normal operating conditions.

Our verbal and written information during sales discussions is non-binding and does not exempt the buyer from their obligation to inspect our products for suitability for their intended processes and purposes. We are only liable for breach of a duty to warn if we or our agents are grossly negligent. We do not assume responsibility for the suitability of our deliveries for a specific purpose. Fulfillment of special execution instructions by the buyer, which are not verified by us, does not entail any liability on our part.

 

Torts:

Our liability and that of our suppliers for consequential damages are limited to the mandatory provisions of the Product Liability Act.

Applicable Law, Place of Performance, and Jurisdiction: This contract is governed by Montenegrin law, excluding the PILA and other conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this contract.

The place of performance and jurisdiction for all disputes and claims arising from the contract, including the validity of these Terms and Conditions of Sale and Delivery, is the competent court at the registered office of the respective company, as specified in the order confirmation (point 1). However, we reserve the right to assert our claims at the buyer’s general place of jurisdiction.

Use of Trademarks:

The use of our trademarks by the buyer requires our prior written consent.

Cancellation and Returns:

Cancellation of orders, whether placed in writing or verbally, may incur a cancellation and handling fee. For unprocessed orders, the cancellation fee is 5% of the order value. If ordered goods have been processed or shipped, they will be charged at 15% of the order value. The costs of return freight for unjustified returns may be added if necessary.

 

Miscellaneous:

The invalidity of any individual provisions of these Terms and Conditions of Sale and Delivery shall not affect the validity of the remaining provisions. We reserve the right to rectify obvious errors, such as spelling and calculation errors, in offers, cost estimates, order confirmations, delivery notes, and invoices at any time.

These Terms and Conditions of Sale and Delivery serve as a supplement to the contracts concluded between us and the buyer. In case of contradictions with the provisions of the contract or if the contract contains more extensive provisions, the contract shall take precedence over the terms and conditions of sale and delivery.

Only written agreements between the parties are binding. Any amendment to the terms and conditions of sale and delivery must also be made in writing, including deviations from the written form requirement. Verbal agreements are not legally binding. The buyer acknowledges that neither our employees nor third parties are authorized to make commitments deviating from the contractually agreed main performance obligations (such as payment agreements, quality commitments, or delivery terms).

We reserve the right to modify the terms and conditions of sale and delivery. We will notify the buyer of these changes and their effective date at least one month before the changes take effect. The amendment to the Terms and Conditions of Sale and Delivery shall become effective unless the buyer objects to the amendment within one month of notification. We will inform the buyer of this option to object.

 

BlackMountain Steel Ropes Group:

 

Office UK:

BlackMountain Steel Ropes Ltd.124 City Road, London, England, EC1V 2NX,

Tel: +44 1274 79 22 81    

 

Office Montenegro: BlackMountain Steel Ropes d.o.o., Ul.Novaka Ramova, 81400 Nikšić, Tel: +382 69 710 580

 

info(@)BlackMountain-Steel.com
www.Blackmountain-Steel.com