I. General Terms of Delivery
The following terms of deliver. are accepted as integrative part of any contract, unless agreement in writing between both the contracting parties provides otherwise.
II. Delivery Periods
- The delivery period starts with the date of receipt of payment of the deposit due at settlement of contract, according to the amount agreed in the contract, as well as the delivery of relevant documents and official approvals by the buyer.
- The contractor may demand an extended period for completion in case of delays in delivery due to force majeure or caused by action of the buyer.
- The buyer bears all costs arising on the contractors side due to delay in take over of equipment caused by the buyer with respect to the handover date agreed in the contract. Reimbursement costs are at least 0.5% of the price of the equipment in question.
III. Prices and Payment
- Prices according to the agreed delivery basis are net prices and, therefore, subject to respective turnover taxes.
- Any discounts in prices are generally subject to agreement.
- The contractor reserves the right to adjust prices in case of a period longer than 4 months between settlement of contract and agreed date of handover. Under that provision prices and turnover tax valid on the day of handover apply respectively.
- Payment is considered carried out when the amount due has been remitted irrevocably and in full in favour of the contractor’s account.
- For payment overdue on the buyer’s side the contractor is entitled to charge interests, 2% above the respectively current discount rate of the Federal Bank of Germany, plus turnover taxes, unless other charges of interests can be proved.
- The buyer is not entitled to remedy against the contractor’s claim. Claims by the buyer for any refusal of payment must exclusively be related to provisions of the contract.
- The contractor grants a guaranty period of 6 month for the contractual equipment, however, not exceeding 12 month after delivery. Claims with regard to this above guaranty have to be made immediately upon occurrence of faults or malfunction.
- Excluded from this guaranty are damages resulting from operation of the contractual equipment in contradiction to the contractor’s operation instructions, or due to unauthorized changes by the buyer.
- The right of assertion of claims generally expires 6 months after rebuke in time.
- Repair or replacement for the defective part is carried out at contractor’s costs, provided that reasonable periods for remedy are granted by the buyer. Replacement parts become property of the contractor.
- During the period from claim until remedy the guaranty is held back. Guaranty for replaced parts is 3 months; at least, however, until the expiration date of the guaranty period of the contractual equipment.
- The buyer is only entitled to reduction or reimbursement, if the extension period according to the law is not respected by the contractor, or if remedy or repair of the fault fails.
- Reimbursement claims are only accepted if contractually agreed upon.
- Other reimbursement claims of the buyer against the contractor, or any of his associates, regardless of its relation to any aspect of law, particularly
fault by event of contract negotiations / of delay / of positive breach of contract and/or unauthorized action are excluded, except any such action proves to have been based on intention.
V. Participation in Action
- A breach of contractually agreed participation in action by the buyer entitles the contractor to reimbursement claims, at least amounting to the actual additional costs incurred.
- In case of failure of the buyer to make up for the respective participation in action within a reasonable extension period, the contractor is entitled to withdraw from the contract. The buyer has to reimburse the contractor for all losses due to the withdrawal.
VI. Transfer of Perils
The transfer of perils to the buyer is completed with the take over of the contractual equipment by the buyer. In case of delay of take over caused by the buyer the transfer of perils is, however, considered completed.
VII. Reservation of Proprietary Rights
- The contractual equipment remains property of the contractor until complete settlement of all payments agreed in the contract. In the process of invoicing due payments are covered by the reservation of proprietary rights.
- The buyer at his own costs is responsible for appropriate insurance of the contractual equipment during the pending period of reservation of proprietary rights. In case of failure of appropriate insurance by the buyer, the contractor may undertake insurance at the buyer’s costs, to be able to recover any claims from the insurance.
- Forfeiting during the period of reservation of proprietary rights by the buyer is not allowed. The buyer has the obligation to inform the contractor of any claims of third parties against the buyer, rightful or not. Actual costs incurred by intervention and reclaim are to be covered by the buyer.
VIII. Non-Infringement of Third Party Rights
The contractor guaranties that the contractual equipment is not subject to any third parties claims. The contractor covers all costs to recover non-infringement of third party rights.
Claims of such infringements are independent of time of occurrence, the buyer, however, is obliged to indicate them immediately.
IX. Legal Domicile and Applying Law
In case of inoperativeness of any of the terms set out above does not consequently cause the inoperativeness of the General Terms of Business as such. The contractual parties agree to call on independent board of arbitration. Legal domicile is Magdeburg.