Sa­les Con­di­tions Export

1. Ac­cep­tan­ce of Or­ders

1.1 Ac­cep­tan­ce and per­for­man­ce of pur­cha­se or­ders shall be exc­lu­si­ve­ly sub­ject to the fol­lo­wing terms and con­di­tions. Ge­ne­ral terms and con­di­tions of the Pur­cha­ser which are in­con­si­stent the­re­with shall be wi­thout ef­fect in re­spect of the Sup­plier. The In­co­terms 2000 (In­ter­na­tio­nal Cham­ber of Com­mer­ce) shall ap­ply.

1.2 Pur­cha­se or­ders shall be­co­me bin­ding on the Sup­plier on­ly on­ce con­fir­med by him in wri­ting. The sa­me shall ap­ply to mo­di­fi­ca­tions of pur­cha­se or­ders. The Sup­plier shall, ho­we­ver, ha­ve the op­tion to ac­cept a purcha­se or­der by com­men­cing per­for­man­ce wi­thout prior or­der con­fir­ma­tion. Ac­cep­tan­ce may be ma­de wi­thin a re­aso­na­ble pe­riod af­ter re­ceipt of the or­der.

2. Ob­ject of Sale

The ob­ject of sa­le shall be exc­lu­si­ve­ly de­ter­mi­ned by the con­tents of the or­der con­fir­ma­tion. De­via­tions from the or­der con­fir­ma­tion and tech­ni­cal im­pro­ve­ments which are not ma­te­ri­al do not con­sti­tu­te a lack of con­for­mi­ty of the goods with the con­tract.

3. Pri­ce, Pay­ment Conditions

3.1 The pri­ces sta­ted in the or­der con­fir­ma­tion shall ap­ply. In the event that the Pur­cha­ser do­es not re­cei­ve an or­der con­fir­ma­tion or such con­fir­ma­tion do­es not in­di­ca­te pri­ces the list pri­ces of the Sup­plier ef­fec­ti­ve at the ti­me of de­li­ve­ry and, to the ex­tent no such list pri­ces exist, the pri­ces ge­ne­ral­ly char­ged by the Sup­plier at such ti­me shall ap­ply.

3.2 Pri­ces shall be un­der­stood EXW Ex Works Ro­sen­feld (Ger­ma­ny) In­co­terms 2000 packa­ging inc­lu­ded plus ta­xes and other char­ges re­la­ted to de­li­ve­ry.

3.3 Payments shall be effected in such currency as price is expressed in the invoice. In the event that the currency stated in the invoice differs from the order confirmation the Purchaser is allowed to effect payment also in the currency stated in the order confirmation.

The pla­ce of ful­fill­ment for the pay­ment lia­bi­li­ty of the Pur­cha­ser shall be the cor­po­ra­te he­ad­quar­ters of the Sup­plier.

3.4 The Purchaser shall not be allowed to retain the purchase price or to set off counter claims, unless such claims have been approved by the Supplier or awarded by final judgement rendered by a court of competent jurisdiction.

3.5 It may be agreed that the Pur­cha­ser has to de­li­ver a let­ter of cre­dit (L/C) is­su­ed by bank of the Pur­cha­ser or any bank ac­cep­ta­ble to the Sup­plier. In this in­di­vi­dual ca­se it is as­su­med that any L/C will be is­su­ed in ac­cor­dan­ce with the Uni­form Cu­stoms and Prac­ti­ce for Do­cu­men­ta­ry Cre­dits, 1993 Re­vi­si­on, ICC Pu­bli­ca­tion No. 500.

3.6 Pay­ment con­di­tions (esp. con­cer­ning Down Pay­ment, Pay­ment by L/C) shall ap­ply as sta­ted in the Or­der con­fir­ma­tion.

4. Delivery, Carriage, Acceptance, Risk Transfer

4.1 Delivery shall be made EXW Ex Works Ro­sen­feld (Ger­ma­ny) In­co­terms 2000 packa­ging inc­lu­ded plus ta­xes and other char­ges re­la­ted to de­li­ve­ry unless the order confirmation states another delivery term or another place of delivery. Carriage of the goods to the Purchaser and related formal requirements shall be handled by the Purchaser, unless this is expressly assigned to the Supplier by the delivery clause contained in the order confirmation. The goods shall be placed at the disposal of the Pur­cha­ser.

4.2 The Purchaser shall take over the goods within 10 days after being notified of their being at his disposal. Exceeding such period by more than 3 days constitutes a fundamental breach of contract and entitles the Supplier without prejudice to other remedies to arrange himself for the carriage of the goods to the Purchaser and for the handling of related formal requirements on account of the Purchaser. The Purchaser shall be required to take over the goods notwithstanding of variance in quantity by not more than 5 per cent.

4.3 If delivery of the goods is delayed due to a breach of obligation by the Purchaser, risk shall pass to the Purchaser once the period expires within which delivery would have been effected according to the contract had such breach not occurred. If the contract relates to goods, however which are not then identified risk of loss shall pass only once the goods are clearly identified to the contract and the Purchaser has been notified thereof. The Passing of the risk shall occur notwithstanding of a fundamental breach committed by the Supplier.

5. Lack of Conformity of Goods or Documents

5.1 The Supplier may, even after the date of delivery, remedy any lack of conformity of the goods or documents by repair or by replacing the goods. The Purchaser shall not be entitled to avoid a contract unless a lack of conformity amounts to a fundamental breach of contract and is not remedied by the Supplier within a reasonable additional period of not less than 6 weeks to be fixed by the Purchaser. A reduction of the purchase pri­ce requires always the approval of the Supplier.

5.2 The Purchaser loses the right to rely on a lack of conformity of the goods or the documents which could be discovered when taking them over if he does not give notice to the Supplier specifying in detail the nature of the lack of conformity within a short period, but not later than one week, after he has taken over them. If circumstances indicating a lack of conformity of the goods arise after the Purchaser has taken over them, he loses the right to rely on the lack of conformity if he does not verify such lack of conformity by appropriate examination of the goods without undue delay and if he does not give notice thereof of the Supplier within one week after he has verified the lack of conformity. Notification of defects of the goods shall be supported by an expertise of an internationally renowned inspection agent (Société Générale de Surveillance, Lloyds, etc.). The Purchaser shall lose his right to rely on a lack of conformity of the goods or documents notwithstanding whether he has a reasonable excuse for his failure to give the required notice.

5.3 The Purchaser loses the right to rely on a lack of conformity of the goods or documents, unless he gives proper notice thereof to the Supplier in due course and exercises resulting remedies by written notice to the Supplier within a period of 6 months after the goods have been taken over by the Purchaser. The Purchaser is not entitled to invoke the fact that the Supplier knew or could not have been unaware of the lack of conformity.

5.4 The Pur­cha­ser is re­spon­si­ble for ob­ser­ving le­gal and of­fi­cial re­gu­la­tions re­la­ting to the imp­ort, de­li­ve­ry, sto­ra­ge, and use of the ob­ject of sa­le de­li­ve­red by Sup­plier in the land in which the de­li­ve­ry is de­sti­ned.

6. Impediment to Performance, Insolvency, Bankruptcy

6.1 To the extent that the Supplier is not liable for a failure to perform any of his obligations because failure was due to an impediment beyond his control the Purchaser may not claim damages nor exercise any other remedy.

6.2 The Supplier shall be held liable for his own suppliers only to the extent that he is responsible for other third parties involved by him in the performance for all or part of the contract.

6.3 If the Purchaser stops or suspends payments, or if a petition to commence an insolvency proceeding is filed or equivalent proceedings provided by the laws applying to his business are initiated, the Supplier may declare the contract avoided in whole or to the extent performance is outstanding without giving prior notice and without preventing him from exercising any other remedy.

7. Deficiencies in Proprietorship

7.1 The Supplier takes no liability for the goods being free from rights or claims of third parties based on industrial property rights or other intellectual property rights. The Purchaser shall export the goods delivered immediately after having them taken over. The Purchaser shall be exclusively responsible to verify any industrial property or other intellectual property existing in the country of destination. The Supplier shall inform the Purchaser upon request about rights based on industrial property or other intellectual property to the extent he knows about the existence of such rights in the country of destination.

7.2 The Supplier shall be relieved from his liability for deficiencies in proprietorship once a period of 2 years from delivery (exclusion deadline) has expired, unless he has fraudulently concealed such deficiencies.

8. Reservation of Title

Title to the goods is retained by the Supplier until the purchaser price of the goods is fully paid. The Purchaser shall take any measures necessary to secure the property of the Supplier ‑ or to procure equivalent security rights in the country of his place of business and in any different country of destination ‑ and he shall provide related evidence whenever requested by the Supplier. Non-compliance with such obligation constitutes a fundamental breach of contract.

9. Undertaking to Co-operate

The parties mutually undertake to take whatever means necessary to achieve the purpose of a purchase order confirmed by the Supplier and to refrain from any adverse activities.

10. Liability of the Supplier

Any liability of the Supplier shall be excluded unless it results from a fundamental breach of contract. Any liability of the Supplier not resulting from the contractual relationship with the Purchaser shall remain unaffected.

11. Applicable Law, Pla­ce of jurisdiction

11.1 Any contract resulting from the business relationship between the Supplier and the Purchaser shall be governed by the United Nations Convention on the International Sale of Goods (CISG). Questions concerning matters which are not governed by this Convention, or which cannot be settled in conformity with general principles on which it is based, shall be settled in conformity with the laws applicable at the place of the corporate headquarters of the Supplier.

11.2 Any disputes arising out of or in connection with purchase or­ders shall be fi­nal­ly sett­led by the courts ha­ving ju­ris­dic­tion for the corporate headquarters of the Supplier.

The Sup­plier shall ha­ve the right to bring a claim be­fo­re a court at the Pur­cha­ser's prin­ci­pal pla­ce of bu­si­ness or at Sup­plier's disc­re­tion be­fo­re any other court being com­pe­tent ac­cor­ding to any na­tio­nal or in­ter­na­tio­nal law.

12. Miscellaneous

12.1 Communications to the Supplier shall only be observed if made in writing and in either German or English. Communications may be transmitted by fax or by electronic means. They become effective at the time when they reach the recipient or would have reached him under normal circumstances with the means of transmission used. Communications reaching the Supplier on a Sunday or on an official holiday at the place of his business or on a Saturday shall become effective on the next following working day. Communications which are not required to reach the recipient shall become effective not later than 3 days after being dispatched.

12.2 If individual terms of a purchase order placed on the basis of these Sales Conditions are invalid or unenforceable this shall be without prejudice to the validity of other terms. In such event the parties shall replace the invalid or unenforceable term by a valid and enforceable term which will meet the purpose of the invalid or unenforceable term as closely as possible.