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International Terms and Conditions of Supply

I. Delivery period

  1. Without prejudice to any further statutory rights, the Supplier shall be entitled to discharge contractual obligations after the set date if the Supplier informs the Customer prior to the lapse of the specified date and indicates the period for the subsequent performance to the Customer. The Customer may object to subsequent performance within reasonable time, if the Customer cannot be reasonably expected to accept subsequent. The Supplier must be in receipt of the objection prior to the start of the subsequent performance. 
  2. If it is to be expected that the Customer will not or not fully comply with his obligations under the contract, the Supplier is entitled to suspend performance. This applies especially if the Customer fulfils its payment obligations to the Supplier or third parties only incompletely or pays sluggishly, or if the limit set by a credit insurance has been exceeded or is exceeded upon delivery by the Supplier.

II. Costs, Terms of payment

  1. The Customer must pay all dues, fees, taxes, and costs for the technical inspection, etc. incurred outside of Germany.
  2. If the delivery is delayed for reasons that are not part of the sphere of responsibility of the Supplier, or at the request of the Customer, the residual amount is due upon issuing of the invoice.
  3. The Customer warrants fulfilment of the requirements for a VAT-free delivery from a German perspective. 
  4. If the Customer is in arrears with payment, interest at 8 % above the base rate of the ECB shall be due on the outstanding amount from the date on which payment was due.
  5. Statutory rights of the Customer to offset its claims against the claims of the Supplier are excluded, unless the counterclaim is in the same currency, based on an original right of the Customer and rendered final and binding by a court ruling, or is uncontested, or acknowledged in writing by the Supplier.
  6. The Customer is not entitled to exercise a right of retention, unless the Supplier has committed a significant breach of obligations resulting from the same contractual relationship, despite a written warning on the Customer, and the Supplier has failed to offer adequate security. 

III. Non-conforming or legally defective goods

  1. The delivery item is not in conformity with contractual requirements if the Customer shows that the item deviates significantly from the agreed requirements regarding quantity, packaging, quality, or nature, or if - in the absence of agreed requirements - the item is not suitable for customary types of use in Leopoldshöhe/Germany. If the delivery item is not in conformity with contractual requirements according to the provisions applicable in Leopoldshöhe/Germany, the item shall nevertheless not be deemed to be non-conforming if the statutory provisions applicable at the registered office of the Customer do not affect the item's suitability for use.
  2. If no joint acceptance and/or a trial run has been agreed, the Customer shall inspect the delivery item in accordance with statutory provisions and check the item for manifest and typical contractual inconsistencies. 
  3. Notwithstanding more extensive statutory exclusions or limitations of liability of the Supplier, the delivery item shall be legally defective if the Customer shows that the item was not free of enforceable rights or claims of third parties at the time of transfer or risk. Rights or claims of third parties based on industrial or other intellectual property shall constitute a legal defect only if those rights are registered and published in Germany. Even if the delivery item shows legal defects under German law, those defects shall be irrelevant and not give rise to any claims on the part of the Customer, if the legal defect does not preclude the usefulness of the delivery item and its use at the place of deployment. 
  4. The Customer must give notice of non-conformity and legal defects without undue delay. After proper notification, the Customer may assert the legal remedies indicated in these International Terms and Condition of Supply. The Customer shall not be entitled to assert any other claims.
  5. If the Customer is entitled to legal remedies according to these International Terms and Conditions of Delivery for delivery of non-conforming and/or legally defective goods, the Customer shall be entitled to demand substitute goods, a cure of the defects or a reduction of the purchase price in accordance with the UN Convention on Contracts for the International Sale of Goods (CISG). The Customer shall not be entitled to assert any further claims for performance. The Supplier shall be entitled to repair or replace non-conforming goods. 
  6. Legal remedies for defects become time-barred upon expiry of 12 months after delivery of the delivery time, in the event of acceptance, 12 months after the date of acceptance.  

IV. Cancellation of the contract

  1. The Customer may demand cancellation of the Contract only if the statutory requirements for cancellation have been satisfied, if the Customer has cautioned the Supplier in writing about the cancellation of the Contract, and if the grace period set for the Supplier expired without remedial action. If the Customer requests substitute goods, repair or any other manner of performance, the Customer is bound for an appropriate period to accept such remedy without being able to cancel the Contract. 
  2. Notwithstanding any further statutory rights, the Supplier may cancel the Contract in full or in part, without substitute, if the Supplier does not receive delivery in time or not correctly, or if the Supplier, for other reasons, cannot be reasonably expected to deliver the due contractual performance.

V. Damages

  1. The Supplier shall be obliged to pay damages only in accordance with the following provisions:
    i) The Customer must first exhaust other legal remedies and may request damages only for any remaining deficiencies of the delivery item, however not in lieu of other legal remedies.
    ii) The Supplier shall not be responsible for the behaviour of downstream suppliers or of subcontractors, or for damage caused (in part) by the Customer.
    iii) The Supplier shall not be liable for damages in the event of disruptions caused by force majeure.
    iv) In all other respects, the Supplier shall be liable only if its corporate bodies or vicarious agents have breached contractual obligations owed to the Customer with intent or gross negligence. 
  2. In case of liability for damage, only the contract-typical, foreseeable damage shall be compensated. The Customer shall notify the Supplier prior to the conclusion of the Contract in writing about any special risks, the risk of potential, atypical damage, and unusually high levels of damage. 
  3. The Supplier shall not be liable for loss of profit or immaterial impairment.
  4. Any claims based on culpably late delivery shall be limited to 5 % of the net value of the delivery item.
    The above shall not apply in case of an intentional or grossly negligent act of a corporate body or managerial staff of the Supplier. 
  5. Furthermore, the limitation of liability shall not apply to personal injury, health impairments or loss of life.
  6. Any claims asserted against the employees, workers, representatives, and vicarious agents for a breach of the contractual obligations incumbent on the Supplier shall be excluded. Likewise excluded is any reliance on concurrent statutory grounds of claim. 
  7. The statutory limitation periods shall apply.

VI. Other provisions

  1. The Supplier shall retain title to the delivery item until full satisfaction of the entire claim of the Supplier against the Customer. The Supplier reserves the property, intellectual and industrial property rights, and know-how-related rights in illustrations, drawings, calculations, and other records, as well as in software, made available to the Customer in physical or electronic form. 
  2. The place of delivery, payment, and performance for all obligations under the Contract concluded with the Customer shall be Leopoldshöhe/Germany. Any agreement on the applicability of Incoterms shall not affect these provisions regarding performance. 
  3. The legal relations between the Customer and Supplier shall be governed by the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG), as well as by relevant commercial customs practised in Leopoldshöhe/Germany. Outside the applicability of the UN sales law, general German law shall apply.

Date 09/2017

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