1) Exacer sells catalyst carrier materials and unit operation services (toll manufacturing).
Exacer will manufacture the goods and carry out the services to best of their knowledge and state of the art and – if existing – according to the agreed-to specification. All businesses are exclusively carried out under Exacer’s general business terms and rules, which are provided in the following paragraphs.
2) In no case, Exacer will assume any liability for the in-process use of the delivered material for a specific, intended use or for performance expectations in an application by the customer.
3) Unless otherwise agreed in writing, the standard INCO-term (Incoterms 2020) for material deliveries is FCA (Sassuolo) and payment term is 30 days after invoice date.
4) Unless otherwise stated on technical data sheets or Certificates of Analysis, the minimum, the minimum shelf life time of any delivered commercial catalyst carriers is at least 2 years after delivery, presumed that the delivered materials are stored under adequate conditions. The minimum conditions for all materials and packages are to be kept in closed original packagings, not directly exposed to direct sun, water or high humidity and at ambient temperatures with peeks not exceeding max. 50°C or min. 0°C. In case of any doubt, which further conditions need to be applied for the storage of specific materials, the customer is advised to ask Exacer for further information. For any materials originating from toll operating services that were manufactured according to a customer’s recipe, it is the duty of the customer to define the shelf life time and specific storage conditions.
5) Unless otherwise agreed in a separate delivery contract in writing, Exacer’s liability for economic damages caused unwillingly by a faulty operation /service or delivery delay is generally limited to the sales value of the affected goods or services. Exacer does not accept any consequential damages as a result of the delivered goods, used in the customer’s facilities or processes. Exacer has an insurance protection for unwillingly damaged goods or accidental personal damages.
6) Goods and condition of a delivery need to be checked by the customer within 21 days after receipt for obvious / visible defects, otherwise Exacer does not accept any retrorespective claims after this 21 day period. Likewise, any claim due to faulty delivery or invoicing services needs to be filed within 21 days in writing after the execution of the respective service, otherwise Exacer does not accept the respective claim. Any complaint needs to be filed in writing and the customer has (as well as Exacer) the obligation to undertake all possible efforts to limit damages.
7) Hidden defects (such as, but not limited to, performance failures) caused unwillingly by a faulty operation / service by Exacer need to be claimed within two years after receipt of the goods in writing. Clear evidence, adequate storage and usage conditions needs to be proven and may be verified independently by Exacer, otherwise Exacer needs not to accept respective claims. The customer (as well as Exacer) has the obligation to undertake all possible efforts to limit the damage.
8) No liability for Exacer is accepted for defects or damages derived from packaging, raw materials or additives, which were provided by the customer. There is no imperative for Exacer to verify the suitability of such goods for the ordered service steps or a later performance, unless agreed otherwise in writing in a separate delivery contract. Exacer does also not assume ownership for any liability for economic or personal damages arising from faulty materials, operations or services which were provided by the customer on his own behalf. Respective claims will be forwarded to the customer.
9) If caused by circumstances outside of Exacer’s control (“Force Majeure”) such as, but not limited to, natural disasters, pandemics, strikes, accidental perishing during transport, extensive outages of power or other supplies, unforeseeable shortages of raw materials or technical equipment, fire, explosions, Exacer is released from the obligation to fulfil the order. This condition will be declared in written form.
10) Exacer has no liability for any legal claims, which concern any material, service or recipe provided from the customer or which are performed or executed on request of the customer as well as legal claims arising from later uses of materials delivered from Exacer in customer applications. The customer has a obligation to check whether legal liabilities may arise from the execution of a requested production or services.
11) Confidential information, such as, but not limited to, recipes, process diagrams, raw materials, technical arrangements, additives, process parameters, samples, calculations or analysis values, which are denoted as confidential, may not be revealed to third parties or exploited for other purposes other than originally intended without written consent by Exacer.
12) If an invention is originating from a customer’s recipe or a joint development for a customer, Exacer will inform the customer in writing. Unless regulated differently by a contract in writing, both parties need to agree in a case-to-case decision, if the invention is patentable, who bears the costs and who holds the right. Grants for an exclusive or non-exclusive exploitation rights of any know-how need to be regulated in separate agreements in writing.
13) No obligation for future deliveries or services or future pricing policy can be derived from any quote and the respective delivery. No economic or technical cooperation, joint venture or other form of dependency can be derived from a quote or the respective delivery. No licenses for production or use of the respective services and products and the employed methods are derived from a quote and the respective delivery.
14) The maximum validity of a quotation is three months, unless explicitly written differently in the quotation. For an order after the validity period, Exacer has the right to adjust the prices if the cost basis has changed. If the new price is more than 5% higher than in the original quote, the customer has the right to step back from the order within 14 days after confirmation of the new prices.
15) All offered prices in Exacer’s quotes are calculated without VAT.
16) Orders can be provided to Exacer in any form. A contract for production, delivery and payment becomes valid and binding, once the order is confirmed in writing by Exacer.
17) Non-binding quotes are explicitly labelled as such. These quotes may contain also examples, which are non-binding as well.
18) No obligations for additional or quicker deliveries / services, which exceed the offered quantities or timelines can be derived from a quotation and the respective delivery without written consent by Exacer.
19) Unless otherwise agreed in writing, Exacer has the right to charge the customer for storage of finished goods or provided raw materials or packaging goods, if the customer does not pick-up latest 14 days after the materials were reported to be ready for pick-up by Exacer. Unless otherwise agreed in writing, storage costs are 0.3 € per day and per pallet.
After one year of overdue pickup, Exacer has the right to ship the respective materials to the customer and to invoice the loading and transport costs. If the receiving of the transport is rejected, Exacer has the right to dispose the materials instead and to charge any involved costs to the customer. Any refund from a potential recycling value of the disposed material is returned to the customer, but Exacer has no obligation to actively check for the economically best opportunities.
20) Exacer has the right to store and exploit data from toll manufacturing orders for statistical purposes.
21) For orders of raw materials, technical items or services by Exacer, Exacer will place a written order to the supplier and expects a written order confirmation. Unless the goods/service are explicitly based upon instructions by Exacer, Exacer will not assume any liability for any potential violation of intellectual properties, any damages (personal or economic) arising from the production and/or shipment of the respective goods. Exacer expects that the goods / services are carried out / manufactured to best of the supplier’s knowledge and state of the art and – if existing – according to the agreed-to specification
22) Exacer has the right to collect, to store and to process (also by third parties) individual-related data, which are necessary for the process of product offering, production, delivery and financial settlement. Any storage of data beyond the aforementioned framework is solely due to the purpose of customer care by Exacer. There will be no transfer to third parties for other purposes.
23) Unless agreed differently in contracts, the place of jurisdiction for any business dispute is Modena, IT
24) If any provision of the above terms and conditions are held to be illegal, invalid or unenforceable under the present or future laws effective during the term hereof, such provision shall be fully severed and the remaining provisions shall be enforced as if said illegal, invalid or unenforceable provision was never a part hereof. The remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance hereof. Furthermore in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of the above terms and conditions a provision as similar in its terms as possible to said illegal, invalid or unenforceable provision to still be legal, valid and enforceable.
Latest revision: 19.03.2020