Conditions of Sale, Delivery and Payment EXPORT (November 2006):1. The present conditions shall apply to all single and future business transactions effected with Buyer. A contract with us shall only become effective if Buyer agrees that our sales, delivery and payment conditions shall prevail against any other conditions Buyer may have. An express statement to such extent is, however, not required from Buyer. Acceptance by Buyer of the obligations we contractually undertake to perform shall in all cases constitute agreement from Buyer to the application of our conditions. This shall also be valid in the event Buyer's purchasing conditions would foresee that conditions other than its own conditions are not applicable. 2. Our offer shall be without obligation. Contracts shall become effective only upon our written acknowledgement. Small orders are subject to a handling fee. We reserve the right to modify the manufacture, composition and technical specifications of the goods. Notification of such modifications shall not be necessary if the general characteristics of the products remain unchanged. 3. We shall charge the price valid in the date of delivery. The prices charged are understood to have been quoted free point of dispatch and inclusive of standard packing. 4. Buyer shall pay without any deduction within the agreed payment terms. In case the time of payment is exceeded Buyer shall automatically be in default and we may, without notification, demand annual interests in the amount of 4% exceeding the discount rate of the Deutsche Bundesbank (German Federal Bank). Any other payment, except cash payments, shall be accepted in fulfilment only. Buyer shall not have any right of retention, nor title to set off claims, unless it can be based on uncontested or legally effective counterclaims. 5. The delivery time indicated in the order acknowledgement is not binding unless such delivery time is expressly defined as firm or fixed. The delivery time is complied with if the goods have left the production facilities at such time. Partial delivery in time shall mean delivery in time. In case of force majeure, or other contingencies beyond our control,. particularly strikes or lockouts, we may either withdraw from the contract or prolong the time of delivery accordingly, if such events considerably influence the completion or delivery of the goods. These conditions are also applicable if such events occur with our suppliers. We are also not responsible if said events occur during default. All claims for damages resulting from late delivery, or contract cancellation due to such event, are excluded. In case of default or subsequent impossibility for which we are responsible, Buyer may, after termination of an additional period of time, withdraw from the contract in case of non-compliance. Buyer is entitled to claim compensation for damages resulting from default for which we are responsible only if caused deliberately or by gross negligence. Claims for compensation must be substantiated. Compensation for substantiated damages amount up to maximum 1% per full week of default but totally up to maximum 10% of the price for the goods being in default. Other claims in case of default or impossibility, especially for damages for non-performance, are excluded unless default or impossibility are caused deliberately or through gross negligence. 6. Buyer shall inspect the goods without delay and give us written notice of evident defect within 14 days after receipt of the goods. If a defect, which could not be discovered at the inspection of goods, is noticed later on, such defect must be notified to us immediately after discovery. Otherwise goods shall be considered as approved in regard to such defects. We do not warrant that the goods will fit with Buyers particular intended use even if such use may appear possible according to our general technical specifications. We only warrant fitness for particular use if such use has been accurately described in advance by Buyer with all necessary information and if we expressly state that guarantee will be provided in such instance. Our warranty is in all cases limited, at our option, either to mending of the defects or to delivery of new goods free of defects- In case of failure of mending or delivery of new goods in replacement Buyer may claim for reduction of the sales price or cancellation of contract. Other warranty claims as well as damage claims for any legal cause are excluded. Such exclusion applies to damage claims except in case of gross negligence or deliberate act. If we guaranteed qualities of the goods, by express statement, with the aim to protect Buyer against risk of mediate damages, Buyer can, in case of lack of those qualities, enforce the statutory claims. Any damage claims directed against us shall be limited to a maximum of three times the purchase price of the goods. Claims of Buyer in connection with defects or lack of warranted qualities are subject to the limitation period for warranty claims prescribed by law. We can select the means of transportation to Buyer. In case Buyer wishes to have other means of transportation, he shall bear any additional cost arising therefrom. The risk shall pass onto Buyer upon dispatch of the goods. Return of defective or faultless goods requires our prior written consent. In case such consent is given, goods have to be returned in their original state. 7. The goods supplied shall remain our property until Buyer shall have settled any of your claims. Buyer shall be entitled revocably at any time to process or mix or re-process the goods supplied within the framework of their regular business. In case of any processing or mixing, it shall be agreed forthwith that we shall be granted joint title to the object produced therefrom in the proportion of the value of the goods processed or mixed by Buyer and the other objects processed or mixed. In case of any resale, Buyer shall forthwith cede to us the claims they acquired by resale in order guarantee the claims mentioned in paragraph 1. In case we have only joint title to the goods resold, we shall only acquire that part of the claim which is to the total claim as the value of joint title to the goods resold is to their total value. Buyer may claim the rights ceded to it. In case the values of the guarantees due to us exceeds their claims by more than 20%, we shall be obliged to retransfer such claims at the request of Buyer. In case any impairment by third parties of the rights of our guarantee are to be anticipated, Buyer shall immediately give us notice thereof. We shall be entitled in case of any delay in payment, to request restoration of the goods, title to which has been retained and to claim the rights from prolonged retention of title. We are entitled to assign to third parties any and all claims we own through the business relationship with our customers. Such assignment does not require any notification to Buyer from our part. 8. In case any terms of these conditions should be ineffective, the rest of them shall remain in effect. 9. Verbal sub-agreements are of no effect. All arrangements must be made in writing to bind the parties. 10. Kerken, Niederrhein, shall be the place of performance and Kleve, Niederrhein, the exclusive place of jurisdiction. The laws of the Federal Republic of Germany shall be applicable.
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