Quotations remain without obligation up to the final conclusion of the contract.
The acceptance of an order will be confirmed in writing. Only upon receipt of our order confirmation can be regarded as accepted
3. Delivery and Acceptance
The obligation to deliver and delivery periods are suspended as long as the purchaser is in arrears with a commitment. Should any doubts arise as to the solvency of the purchaser, we reserve the right to withhold delivery, to make further fulfilment dependent upon securities, to demand payments in advance, or to take back the goods delivered under title retention and thus still remaining our rightful property, at the original invoiced value less any costs incident thereto (usually 20% of the commodity value), without the necessity of cancelling the contract or taking measures of a legal nature.If the purchaser does not take delivery of the goods as contractually arranged, and if the delay in acceptance is not caused by any act or omission on our part, then he has to effect payment as provided for by the contract as if delivery had already been made.War, operational breakdowns, strikes shortage of raw materials, disturbance of traffic and dispositions of higher authority, as well as other instances of force majeure release us from our delivery commitments for the duration of the disturbances to the extent of their effect or result. In such cases we are entitled optionally to withdraw from the contract either entirely or in part.
All consignments are made for account and risk of the purchaser unless other arrangements have been expressly agreed in writing. Passing of risk takes place upon handing over the initial carrier or conveyor commissioned with carrying out transportation. Should the goods be received in damaged conditions, the purchaser is obliged, in order to justify his claim for compensation, to produce a statement of facts together with confirmation by the carrier.
Our invoice is due for payment immediately in Nagold unless other arrangements have been made in writing. Incidental expenses, such as for instance bank charges arising from remittance of the invoice amount as well as charges for redemption of the shipping documents, are for account of the purchaser. Differences between the rate of exchange computed and the official rate are also for account of the purchaser. The purchaser likewise bears the risk of currency losses. No right of balancing, setting off or retention is admissible in respect of our claims.
Any complaints about the quality or the quantity of goods supplied are to be put forward within a week from receipt of the goods, quoting order data and invoice and consignment receipt numbers and must include a detailed description of the respective complaints made. Punctual notification of the defects or deficiencies is sufficient. In the event the purchaser fails to examine the goods supplied or fails to lodge a complaint in respect of these goods in due time, the goods supplied shall pass for being accepted. In the case of justified and properly notified complaints, we are obliged, to exchange the goods or optionally to make the goods back and reimburse the purchase price. All further claims of what kind ever, particulary claims for compensation are excluded. Goods may be returned only with our express agreement.
7. Retention of title
Goods are transferred to the ownership of the purchaser only when the latter has acquitted the whole of his obligations arising from the mutual business relations.The purchaser is obliged to cooperate with us in connection with any measures which we may wish to take for the safeguarding of our ownership of goods supplied.If third parties should assert a claim to the title-reservation goods, the purchaser must at once advise us of this and support us in proving our rightful ownership.
In cases of doubt the Incoterms issued by the International Chamber of Commerce are applicable in whatever version they happen to be at the time of the conclusion of the contract, as long as there is nothing at variance contained in the foregoing conditions. If neither these conditions nor the Incoterms contain a ruling, then German law will apply in supplementation.
9. Law and jurisdiction
The German law is applicable under exclusion of uncitral purchase law.The place of jurisdiction for any legal disputes arising out of the contract is the district court (Amtsgericht) of Nagold. If we appear as claimants or plaintiffs, however, we are likewise entitied to appeal to the lawcourt at the location of the purchaser.
Nagold, January 2002