TERMS AND CONDITIONS
1. Preamble
These Standard Terms and Conditions for the Sale of Goods shall exclusively apply, save as varied by express agreement accepted in writing by both parties.
The offer, order acknowledgement, order acceptance of sale of any products covered herein is conditioned upon the terms contained in this instrument. Any conditional or different terms proposed by the buyer are objected to and will not be binding upon the seller unless assented in writing by the seller.
These conditions shall govern any future individual contract of sale between the seller and the buyer to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the buyer.
2. Orders and Specifications
No order submitted by the buyer shall be deemed to be accepted by the seller unless and until confirmed in writing by the seller or the seller’s representative within 21 days after submittal.
The quantity, quality and description of and any specification for the goods shall be those set out in the seller’s quotation (if accepted by the buyer) or the buyer’s order (if accepted by the seller). Any such specification, sales literature, quotation etc. shall be strictly confidential and must not be made available to third parties.
The buyer shall be responsible for the seller for ensuring the accuracy of the terms of any order submitted by the buyer, and for giving the seller any necessary information relating to the goods within a sufficient time to enable the seller to perform the contract in accordance with its terms.
The buyer shall indemnify the seller against all loss, damages, costs and expenses awarded against or incurred by the seller in connection with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual rights of any other person which results from the buyer’s action.
3. Price of the Goods
The price of the goods shall be the price listed in the seller’s published price list current at the date of acceptance of the order. The seller reserves the right, by giving notice to the buyer at any time before delivery, to increase the price of the goods to reflect increase in the cost to the seller which is due to any factor beyond the control of the seller or any change in delivery dates.
All prices are given by the seller on an ex works (EXW) basis, and the buyer shall be liable to pay the seller’s charges for transport, packaging and insurance.
The price is exclusive of any applicable value added tax, which the buyer shall be additionally liable to pay to the seller.
4. Terms of Payment
The buyer has to deliver a letter of credit issued by his bank (or any bank acceptable to the seller). It is assumed that any letter of credit will be issued in accordance with the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500.
If the buyer fails of make any payment on the due date then, without prejudice to any other right or remedy available to the seller, the seller shall at his discretion be entitled to: - cancel the contract or suspend any further deliveries to the purchaser; or - charge the buyer interest on the amount unpaid, at the rate of 6 per cent per annum above Federal Reserve Bank Rate/Bundesbank Discount Rate from then being valid, until payment in full is made. The buyer shall be entitled to prove that the delay of payment caused no or little damage only.
5. Delivery
Delivery of the Goods shall be made by the buyer collecting the Goods at the seller’s premises at any time after the seller has notified the buyer that the goods are ready for collection.
If the buyer fails to accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the goods had been delivered. The seller shall arrange for the storage of the goods at the risk and cost of the buyer. If required by the buyer the seller shall insure the goods at the cost of the buyer.
6. Transfer of Risks
Risk of damage to or loss of the goods shall pass to the buyer at that time when the seller notifies the buyer that the goods are available for collection.
7. Retention of Title
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the buyer until the seller has received payment in full of the price of the Goods and all other Goods agreed to be sold by the seller to the buyer for which payment is then due.
8. Warranties and Exclusion Clauses
The buyer shall examine the Goods as required by German Law (§§ 377, 378 of the German Commercial Code) and in doing so check every delivery in any respect.
The seller shall not be liable for the Goods being fit for a particular purpose.
Any warranty does not cover defects in or damage to the products which are due to improper installation or maintenance, misuse, neglect or any cause other than ordinary commercial application.
9. Miscellaneous Clauses
The seller reserves the right to improve or modify any of the products without prior notice, provided that such improvement or modification shall not affect the form and function of the product.
This agreement supersedes and invalidates all other commitment and warranties relating to the subject matter hereof which may have been made by the parties either orally or in writing prior the date hereof, and which shall become null and void from the date of the agreement is signed.
This agreement shall not be assigned or transferred by either party except with the written consent of the other.
Each party shall be responsible for all its legal, accountancy or other costs and expenses incurred in the performance of its obligation hereunder.
10. Choice of Law; Place of Jurisdiction
This agreement shall be governed by and construed in accordance with German law and each party agrees to submit the jurisdiction of the courts having jurisdiction for the seller.
The seller shall have the right to bring a claim before a court at the buyer’s principal place of business or at his discretion before any other court being competent according to any national or international law.
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