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1.1 All deliveries and services will be performed exclusively under the terms and conditions as set out hereunder. 1.2. Purchase conditions or other terms and conditions of the customer are not binding for us, even without or explicit contradiction. 1.3. In the instance that the customer contradicts our terms and conditions, we point out to the customer that we will only agree to the passage of title of the sold goods in the case that the goods have been completely paid. 1.4. Our offers are open; this applies especially for delivery periods and scopes of delivery. The contract is accomplished only by our confirmation or execution of order. Diverging agreements require our written confirmation to come into effect. 1.5. We reserve the right to modify constructions, as long as they do not affect basic customers interests regarding the intended use known by us at the time of order. 2. Selling-Price 2.1. Costs for package, transport and all incidental costs are at the customer´s expense. 2.2 In business dealings we are entitled to charge additionally for the increases of aquisitional costs that arise in the period up to the time of delivery. 2.3. Prices and calculations will be made in EURO. 3. Payment 3.1. Balances are to be paid within 10 days with a granted 2 % discount of the net amount or within 30 days commencing with the invoice date. Discounts are granted only, if every outstanding balance has been paid by the customer. 3.2. For delayed or deferred payments we charge interests and commissions. 3.3. Before complete payment of due invoice amounts, including default interest, we are not obliged to perform deliveries from any existing contract. 3.4. In the instance of overdue payments or a deterioration of the customer’s financial conditions – includingunsatisfactory gathered informations about the financial conditions - we are entitled to demand an advance payment or the provision of a security before delivery. 3.5. Payments shall be made to Nubius directly. Representatives without a written power of procuration are not authorized to receive payments. 3.6. The customer is liable for all payments other than explained herein. 3.7. The charging with counterclaims other than indisputable or legally binding is excluded. 4. Delivery 4.1. The delivery term commences with the dispatch of the final confirmation of order, but not before the customer has brought forward the documents he is obliged to procure. 5. Delivery period 5.1. Delivery periods given by us are not binding, but will be complied with best possible. Partial deliveries are allowed. 5.2. Partial deliveries apply for payment obligations, passing of the risk and guarantee obligations as independent deliveries. 5.3. The extension of the delivery date by not more than 20% of the confirmed delivery period is not considered as delayed. The delivery term is considered to be complied, if the delivery has left the company within the delivery term or the readiness of dispatch has been reported to the customer. 5.4. Delivery delays not caused by our own fault, especially in the case of force majeure – notably in the case of industrial conflicts – the delivery shall be extended up to the length of the events causing the delay, as far as these obstructions evidently influence the completion or delivery not only negligible. This applies as well in the case that these circumstances affect the preliminary supplier. 6. Shipment 6.1 We can determine the kind of shipment, the route of shipment and the assignment of the company to carry out the shipment in our sole discretion, provided that the customer gives no other instructions. 6.2. The risk is passed to the customer when the delivery leaves the company or the storage place with the delivery goods. This is valid even in the case that own means of transport are utilized. 6.3 The shipment of goods is executed at the customer’s risk and applies even in the instance that freight paid delivery has been agreed upon. 7. Guarantee 7.1 We guarantee the faultiness of our deliveries and services referring to the stat-of-the-art for theperiod of six months, commencing with the delivery to the customer. 7.2. We do not guarantee for damages, which are caused by unsuitable or improper utilization, non-compliance of „process advices", faulty or negligent treatment. We are not liable for damages caused by usual signs of wear and tear. 7.3. In the case that our deliveries are modified arbitrarily by the customer or a third party without our written consent, we are not liable for the consequences and disadvantages arising hereof. 7.4. The determination of obvious defects shall be reported to us in writing promptly, at the latest within one week after reception of the delivery. Hereafter delayed notifications of defective goods are excluded. 7.5. For every reported justified complaint within the period of guarantee we guarantee the rectification of defects or a subsequent delivery. For the purpose of the rectification of defects the customer has to send the reprimanded product back to us. In the case of a justified notice of a defect freight costs are at our expense. In the case of failure of the rectification of defects or a subsequent delivery the customer is entitled to demand a reduction of payment or the cancellation of the contract. 7.6. Complaints, return and conversion of goods will only be accepted within 14 days by declaration of order number and delivery date in the original delivery package, provided that the goods are in a like new/undamaged condition. 7.7 All claims for damages -even in the instance of a failed rectification of defects or subsequent delivery- will only be applicable against us, if our demeanour has been intentional, grossly negligent or a guaranteed quality has been absent. 7.8 Every guarantee claim against us is excluded as long as one payment of the customer is outstanding, notwithstanding that the delay affects only one instalment. The expiration of the guarantee period is not affected thereof. 8. Further liability 8.1 In all cases other than provided herein, especially default, breach of other conditions precedent to the contract, breach of contractual secondary obligations etc. claims for damages, no matter which right they are based upon, especially claims in tort, are excluded. This applies in particular for claims in product liability. The nonliability as well refers to our employees and assistants. The nonliability does not apply to cases of intent and gross negligence or the absence of guaranteed quality. 8.2 The supplier is not obliged to remove defects as long as the customer does not fulfil his payment obligations. Any further liability, especially for consequential and indirect damages is excluded. 9. Retention of title 9.1. We retain the title to the delivered goods until complete payment of all claims resulting from the delivery contract, including all secondary claims (e.g. … interests etc.) 9.2. In the usual course of commercial business we furthermore retain the title to the delivered goods until complete payment of all deliveries of goods and other claims arising from the business connection. The retention of right becomes extinct with every complete account compensation of the to goods delivered until then. 9.3. The customer shall not bond or transfer the delivery goods by way of security before payment of all secured claims. The customer shall inform us promptly about distraints, confiscations or other dangers for our property by third parties and shall provide us with the appropriate documents (bailiff’s returns etc.). Costs for an intervention are at the customer´s expense. 9.4 The customer is revocationally entitled to resell, connect or process the delivered goods only in the usual cours of business. In the case of the resale of reserved goods claims against the customer arising hereof are assigned for security to us up to the amount of our respective claim. The customer is entitled and obliged to collect claims assigned to us, as long as we do not revoke this authorization. On our demand the customer has to report in writing, to whom he resold the goods and which claims he is entitled to thereof. The customer has to inform us at all time about the stock and the condition of our goods in his possession that are subject to the retention of title. 10. Right of property and copyright 10.1. As the supplier we reserve the right arising from our property rights and our copyright of cost estimates, drawings, sketches, models, patterns and other documents; these documents shall not be accessible to a third party. 10.2. Originals, copies or any other multiplications of our documents shall not be multiplied without our explicit approval. 10.3. The customer undertakes to give access to plans that we marked confidential to a third party only with our written consent. 11. Place of fulfilment, Jurisdiction 11.1. For all the rights and obligations arising from our deliveries and services for both parties the company our registered office applies as the place of fulfilment. 11.2 In business dealings with a person not designated in article 4 of the German Commercial Code and with statutory corporations the jurisdiction of Göppingen or the regional court Ulm is considered to be agreed upon. 11.3. The contract shall be construed in accordance with the law of Germany. 11.4. The application of International law is excluded. 12. Severability In the event that any condition or any condition part of any other condition shall or will be determined invalid, the remaining terms shall not be affected and shall continue to be valid to the fullest extent permitted by law. 13. Data storage The customer is hereby notified that his data will be stored and processed to the extent that is necessary for business and in compliance with the German Data Protection Act. NUBIUS Group Präzisionswerkzeuge GmbH © by Nubius, Stand: Juni 2003 |