The Supplier‘s supplies and services shall be exclusively based on the following terms and shall apply to any future contracts and agreements. The Purchaser‘s purchasing conditions are expressly rejected herewith and shall not commit the Supplier even if no objections are raised on making of a contract. The Supplier‘s General Condition of Sale shall be deemed to have been accepted on receipt of the goods by the Purchaser or commencement of any services to be rendered.
Unless otherwise agreed, prices shall be quoted ex works Celle, Germany, excluding any costs of packaging. Cedima reserves the right to invoice those prices valid at the time of delivery or accomplishment.
3. Terms of Payment
Unless otherwise agreed, payments shall be effected within 14 days from the date of invoice strictly net. Invoices for repairs shall be payable within 10 days strictly net on receipt. Discountable bills of exchange shall be accepted for payment subject to explicit agreement only. Credits for bills of exchange or cheques shall be effected subject to the receipt of funds and valued on the day on which the equivalent is received by the Supplier. Any costs, including discount charges shall be paid by the Purchaser.
In case of delays in payment, the Supplier shall be entitled to charge interests of 8 % above the base rate of the European Central Bank. This shall not exclude any claims for higher damages, if any. The Supplier reserves the right of invoicing orders totalling less than EUR 50,00 gross for net and to dispatch any orders received from unknown clients by cash against delivery. For sales in foreign currencies, the Purchaser agrees to assume the currency risks from signature of contract. The Purchaser can only set off with claims that are beyond dispute or that have been determined legally binding.
The type of packaging for shipment shall be made according to the Supplier‘s proper judgement. Packaging for shipment shall be invoiced at cost price. Returned packaging schall only be accepted, if the return has been requested, whereby we reserve the right to charge for deposit.
5. Shipment and Risk
Shipment shall be exclusively effected on behalf of the Purchaser and at his cost. Unless otherwise agreed, transport and the route of transport shall be the Supplier‘s choice, excluding any liability for faulty services by the forwarding agent contracted. Special requests of the Purchaser (such as express shipment, special packaging, contracting a specific forwader) shall be considered as and when possible subject to any additional costs being invoiced. On transfer of the goods to a forwarder or carrier, but at least of the time of leaving the factory, the risk - including confiscation - shall pass in any case to the Purchaser, including fob or cif transactions. Moreover, the interpretation of any differences in sales provisions shall be subject to Incoterms unless otherwise stipulated in these provisions.
Forward notices for goods announced to be ready for shipment must be handed in without delay. Otherwise and should shipment prove impossible, the Supplier shall be entitled to stoar these goods at the Purchaser‘s cost and risk subject to the Supplier‘s sole discretion and invoice the same as supplied ex works.
6. Conditions for repair
These conditions for repair shall apply to all repair measures. They shall also apply to repairs due to a legal right based on the law of irregularity in performance or in case of warranty – as far as not stated otherwise.
§1 Placing repair orders
- A possible claim from the legal right of the law of irregularity in performance or guarantee claims must be applied by the Purchaser when placing the repair order and must be proven by submission of the invoice and the complete guarantee documents.
- In absence of a precise description of the defect the order is considered as confirmed for all repair works which we consider appropriate. In the case of defects we are entitled to remove the defects which are discovered during the repair, insofar this is necessary to achieve correct functioning of the object to be repaired.
- When an order for extra fee has been placed, the Purchaser can determine a maximum price for repair. If this value is exceeded or the repair costs are not in relation to the value of the repair the Supplier has to ask for the approval of the further repair.
- For a repair against payment the approval must have been issued by the Purchaser, when it becomes obvious that the desired repair effect or repair costs are not in a reasonable relation to the value of the repair. In this case the Purchaser is obligated to pay the costs incurred.
§2 Scope of repair
- We are entitled to carry out the repair in our own or in a workshop of our choice.
- The periods for repair are always non-binding, the final time for repair resulting from the actual scope of repair.
§3 Repair costs and payment
- All repairs to be paid are charged according to time required for repair and materials used for repair.
- Invoices for repairs are payable upon receipt within 10 days strictly net.
§4 Estimates of costs
Costs for orders which have not been carried out :
As time for defect finding is working time the costs incurred are charged to the Purchaser:
a. if the Purchaser waives the repair after receipt of the estimated costs.
b. if the defect complained cannot be found after inspection.
c. if spare parts required are no longer available.
d. if the order has been cancelled during the repair.
e. if no information, wrong or incomplete information on failures were given.
If upon Purchaser’s request the repair will not be carried out after the estimates of costs has been sent, the Supplier shall not be obliged to restore the object to its original condition, in case this is not possible in technical, safety-related or economic terms. If on request of the Purchaser safety-related and worn spare parts should not be replaced, the complete repair will not be carried out, however, the estimates of costs will be invoiced.
§5 Warranty for repairs
- We grant a warranty of 12 months for repairs carried out by us, in so far this can be proven to the same defect that has not been repaired correctly. Further claims which go beyond the repair are excluded from the warranty. If during the repair it becomes obvious that claimed defect has been caused by other reasons, the Purchaser has to bear the costs incurred.
- If after the estimates of costs has been issued, the Purchaser does not require the complete repair to be carried out, the warranty will not be granted for that partial repair.
- The Purchaser, in so far as the Purchaser is a business owner, a legal entity under public law or special fund under public law, must report claims for repair or warranty within 10 days of its discovery otherwise we shall be relieved from any liability of defects, be it on basis of guarantee or legal warranty. The warranty claim expires if modifications are made without our permission.
- In the event that the Purchaser is a consumer according to §13 BGB (German Civil Code) in absence of notification the warranty claims expire within 10 working days after the defect has occured. The legal warranty rights remain unaffected thereby.
§6 Storage and collection
- We are entitled to hand the repaired object to the collector at presentation of the collection voucher or any other authorisation document.
- If the repaired object is not collected by the Purchaser within 4 weeks after written or verbal information on completion of repair, the object will be returned without any request - at the Purchaser’s expense. From that date, unless the liability has not been limited according to § 300 paragraph 1 BGB (German Civil Code) incurred because of delayed acceptance, we are not liable for loss or damage of the object to be repaired unless we are guilty of premeditation or gross negligence.
- If no repair order is placed within 14 days after the estimates of costs has been forwarded, we will arrange the return shipment unrequested – the costs for return and estimate of costs will be borne by the Purchaser.
§7 Claims from the law of irregularity in performance for all repairs liable to payment
- Claims due to defects for repairs to be paid are subject to a limitation period of one year after acceptance.
- The Purchaser’s right in case of defects is at first restricted to remedial measures. Only after failure to remedy the object the Purchaser can request a reduction in the payment or withdraw from the repair contract.
- Damages occurring due to measures implemented by the Purchaser that are improper or contrary to the contract within the scope of transportation, positioning, connection, handling or storage do not establish any warranty claim against the Supplier.
- Claims for damages are excluded in so far the Supplier has not acted with intent or gross negligence and thus the liability for injuries to life, bodies or health would be affected.
- In case of damages of the object to be repaired we are entitled to provide the repair free of charge. Should this not be possible or should it involve disproportionately high costs, the time value on the day the damage occurred is to be paid.
§9 Storage of data
The Purchaser agrees that the personal data arising from the repair contract are saved on a storage medium by the Supplier for the purpose of operational use in the workshop. The saved data will not be passed on to third parties by the Supplier.
7. Periods and Dates of Delivery
the day of accepting an order but not prior to full clarification of all details for completing an order. Periods and dates of delivery shall be deemed to have been complied with on notification of readiness for shipment on time, although shipment may be impossible, not due to the Supplier‘s fault. The agreed period of delivery shall be extended - irrespective of the Supplier‘s rights due to the Purchaser‘s delay - for a period by which the Purchaser is in delay of his duties, resulting from this or any other contract. This shall apply accordingly when a date of delivery has been agreed. Part-deliveries are acceptable in the frame to be reasonable for the Purchaser.
8. Delays in Delivery
Acts of God shall entitle the Supplier to delay delivery of services for the duration of such impediments plus an adequate period of time for starting up or to rescind from the contract or any uncompleted part of the contract. Acts of God shall include strikes, lock-outs and any other events rendering the Supplier‘s deliveries and services seriously difficult or otherwise impossible, such as fire, breakdown of machinery, lack of raw materials, obstruction of transport routes, including any of these events occuring to pre-suppliers. The Purchaser may request a statement from the Supplier as to whether the Supplier intends to rescind form the contract of make supplies and render services within an adequate period of time. Should the Supplier not make the said statement, the Purchaser shall be entitled to rescind from the contract.
9. Retention of Title
All goods supplied shall remain the Supplier‘s property prior to payment of all claims, irrespective of the legal reasons, in particular any balances outstanding (products subject to retention of title) although payments have been effected for specific amounts outstanding. Handling and processing shall be effected on behalf of the Supplier subject to exclusion of any transfer of title in compliance with § 950 BGB (German Civil Code) without the Supplier incurring any liability. Any products processed shall be used as a security up to the level of the invoiced value of any goods supplied to retention of title.
When processed by the Purchaser together with any other goods, the Supplier shall be entitled to any new products subject to a lease in relation to a value of any goods supplied subject to retention of title with any other goods processed at the time of processing. Any new goods resulting from the said processing shall therefore be subject to the same provisions as any goods supplied subject to retention of title. The Purchaser‘s accounts receivable due to any resale or disposal of goods supplied subject to retention of title shall be assigned to the Supplier now without considering the fact that any goods supplied subject to retention of title or after proecessing have been resold or disposed of to one or several purchasers. Any assigned claim shall be used as a security for the value of any resold product subject to retention of title. The Purchaser agrees to notify the Supplier of any assignment to his purchaser for payment. Should any goods supplied subject to retention of title be sold or disposed of, together with any other goods that are not the Supplier‘s property, assignment of any accounts receivable shall only be applicable up to the value of any goods supplied subject to retention of title.
The Purchaser shall only be entitled to sell or dispose of any products being the Supplier‘s property for normal business transactions, subject to his standard conditions of sale and for as long as his payments have not been delayed. The Purchaser shall only be entitled or authorized to the resale or disposal of any goods supplied subject to retention of title subject to any accounts receivable resulting from the said resale or disposal in accordance with § c) being assigned to the Supplier. The Purchaser shall not be entitled to any other disposal such as charges on mortgages on any goods supplied. Should the value of any security existing in favour of the Supplier exceed the total of the Supplier‘s accounts receivable by mor than 20 %, the Supplier agrees to release the security of his discretion at the Purchaser‘s request. The Purchaser agrees to notify the Supplier without delay of any seizure of products supplied subject to retention of the title and any accounts receivable of the Supplier in accordance with $ c) or any other inference by third parties
10. Liability of defects
Notification of defects must be reported immediately in writing by the Purchaser after receipt of the goods at the place of destination: They do not entitle the Purchaser to retain amounts payable. Defects which cannot be detected even by the most careful examination shall be claimed immediately after discovery and with an immediate stop to any processing.
Warranty claims for the delivery of movable objects shall expire with effect from one year from the beginning of the statutory period of limitation. Cedima shall always be afforded the opportunity to make subsequent fulfillment within a reasonable period.
The return of goods is only permitted after prior agreement. If the subsequent fulfillment fails, the Purchaser is entitled to demand the reduction of purchase price or to step down from the contract – regardless of any possible claims for damages.
11. Claims of Damages
Any claims of damages raised by the Purchaser regarding the breach of essential contractual obligations are limited to the predictable damages tipical for the contract - a maximum of the triple value of the working volume of that product having caused the claim - except of intent or gross negligence or if liability is assumed because of injury of life, body or health.
12. Place of Performance and Jurisdiction
The place of performance and jurisdiction for businessmen and public corporations shall at CEDIMA‘s option be Celle, Germany, or any other legal jurisdiction. The contract shall be subject to German law. UN-Law concerning contracts about international movement of goods (CISG) shall not apply.
The Supplier shall not be liable for any shipment destined for export, should the Supplier‘s products infringe third-parties rights. The Purchaser agrees to make any good any loss or damage caused to the Supplier by the further export of any goods, exports which have not been explicitly sanctioned by the Supplier.
13. General / Effectivity
hould one of the provisions of this agreement be legally ineffective or not be applied, the effectivity of any other provisions shall not be affected. In this case, the Parties hereto agree to find an arrangement being as close as possible to the meaning and purpose of this contract of let be valid legal regualtion due to German Civil Code and corresponding to the economic interest of the Partiest.