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- General
Our Conditions of Sale and Delivery are an Integral part of all our business
transactions and additional deliveries connected therewith.
Modifications of and deviations from our General Delivery and Sales
Conditions are only valid if expressively stipulated in writing. Any other
conditions of the customer which are in contradiction to our Delivery and
Sales Conditions are only valid if we have expressly acknowledged them in
writing.
- Quotations and Acknowledgement of Order
Our quotations are without commitment. Contracts are concluded by our
written order confirmations which are solely decisive for scope and execution
of the order. Any additions or amendments are only valid of confirmed by us in
writing. Any documents and particulars pertaining to the tender submitted
such as brochures drawings, weights, dimensions and performance figures
shall be deemed to be approximate only, unless a statement to the effect that
they are final is expressly made. Cost estimates, drawings and other
documents as well as the copyright thereto shall remain our property. They
must not be made available to any third party without our written consent.
- Prices
Unless otherwise specified the prices quoted are or works excluding packing,
transportation insurance, freight and erection on site.
Any prices not quoted in Deutsche Mark (DM) are calculated on the rate of
exchange of the quoted currency and the Deutsche Mark prevailing at the
date of quotation. We reserve the right in the event of any alteration in such
rate of exchange before the final payment is received to adjust the prices
quoted in accordance with such alteration or alterations.
- Terms of Payment
Unless otherwise agreed of the purchase price shall be made in full net and
free to the Company´s Bankers before the date for delivery under the contract.
Interest is not payable on advance payments or down-payments which are
contractually agreed. Holding back payments or making deductions because
of any non-agreed counterclaims by the customer are not permitted. If orders
are stopped the costs incurred become due immediately. In the event of the
due date of any payment not being kept three percent interest over and above
the bank rate fixed by the Deutsche Bundesbank (Federal Bank of West
Germany) will be charged without any formal notification being given. Further
claims are reserved. If delivery has been made before payment of the whole
sum payable under the contract, the plant delivered shall to the extent
permitted by the law of the country where the plant is situated after delivery
remain our property until such payment has been effected. If such law does
not permit us to retain the property in the plant we shall be entitled to the
benefit or such other rights in respect thereof such law permits us to retain.
The customer shall give every assistance in taking any measures required to
protect our right of property of such other rights as aforesaid.
In the event of the customer falling to effect payments after the goods have
been delivered, the customer will at our request return the goods at his
expense to us and pay to us an amount accepted by us in respect of
deprecation of the goods. If the goods are not returned as required, we may
without further notice commence proceedings for their return.
- Delivery
Any date, which may be quoted for us delivery by us is intended as an
estimate only and although we will use our best endeavours to deliver
according to the quotation, we cannot be held liable for direct or indirect loss
due to failure to deliver on any specific date. Penalty for delayed delivery
requires of special written agreement. If the delay is evidently our fault and the
customer produces certified documents which prove the damage suffered.
The delivery period shall date from the receipt of a written order to proceed
and all official formalities such as import and payment permits have been
obtained the payments due with the order and possible securities have been
effected and the essential technical points have been clarified.
If delivery should be delayed in the supply of raw materials of component
parts fire, tempest, accident, strike, lockout, war civil commotion or
Government restriction or any other adverse conditions beyond our Immediate
control the agreed date delivery shall be reasonably extended provided that
such events have a material bearing on the fulfilment of the contract.
- Delivery and Passing of Risk
Unless otherwise agreed goods shall be dispatched at the customer´s
expense to the customers place of business. The risk passes to the customer
as soon as he is given notification in writing, that goods are ready for dispatch.
Goods are therefore stored and dispatched at the risk of the customer
notwithstanding that transport and/or installation may be carried out under our
supervision. We shall be entitled to change the costs for warehousing and
maintenance after notification that the goods are ready for dispatch. We will
arrange for the goods to be insured up to their full value at the expense of the
customer during transit if specifically requested to do so.
- Guarantee and Liability
Any condition or warranty - whether expressed or Implied by law or otherwise -
save only such conditions or warranties as are expressly stated in These
conditions is hereby excluded as also is any liability in negligence or
otherwise. The only responsibility we will accept is either to repair, or at our
choice to replace without delay all parts which become defective or
Inoperative due to poor material, faulty design or deficient construction. The
parts replaced become our property.
We guarantee for a period of six months commencing as from date of
dispatch of the goods ex our works or if we also supervise plant start-up, upon
completion and acceptance, certified by the customer. If dispatch or start-up
procedures are delayed for reasons beyond our control the period of
guarantee ends twelve months after advice of readiness for dispatch at the
latest.
Unless otherwise stipulated the guarantee period is not extended due to
rectification of defaults. Our guarantee does not cover damage due to normal
wear and tear, defaults maintenance, maloperation by ignoring our operating
instructions, overload, inadequate utilities, chemical or electrolytical
influences, deficient construction and mounting carried out by others as well
as other reasons beyond our control.
Any guarantee concerning the performance of plants, including the quality and
quantity of production shall expire if and when under the terms of the contract
upon completion of a performance test of the plant the guarantee figures have
been met.
The guarantee expires if the customer or third persons carry out modifications
or repairs on any delivered equipment without our prior written consent.
Furthermore, if the customer fails to undertake suitable steps to prevent any
damage will becoming greater and to enable us to eliminate these
discrepancies, we are only liable in respect of those parts, which we have
procured from sub-contractors within the guarantee granted to us by subcontractors.
Any additional or other claims of the customer due to any damage
or loss - whether direct of indirect - arising either in contract, law or otherwise
or from any negligence of from cancellation of contract are not accepted.
The foregoing stipulations also apply to deficient on-site erection or its
supervision carried out by if their execution or supervision has been assumed
by us by contract.
- Right of Cancellation
We are entitled to cancel the contract if upon contract award we get
knowledge of circumstances which make us fear that we shall not receive
customer´s return for our performances in due time and to the full extent. This
is equally applicable if the execution of our performance subsequently
appears to be impossible. The customer does not have a right to claim for
damages in case of such cancellation.
- Secrecy
The customer will be obliged, to hold in strict confidence all drawings, data,
information, etc. received from us under the contract and is not to disclose
these to third parties without our prior written consent. The customer shall not
without such approval use any drawings, data and information for any purpose
other than the purpose provided for in the contract in particular for the
extension of existing or for the erection of new plants.
- Force Majeure
Any delays in/or failure of performance of either party to the contract shall not
constitute default or give rise to any claim for damages if and to the extent
such delays or failure of performance are caused by reasons outside the
control of the parties such reasons being in the nature of force majeure which
shall include acts of God, elements of nature, compliance with any order or
act of any governmental or local authority, acts of war, rebellion or sabotage
or damage resulting therefrom; fire, floods, lockouts or other concerted acts of
workmen, whether direct or indirect; or any cause of the same class.
Provided that no such cause shall be deemed to be force majeure unless the
party affected shall notify the other party in writing within 21 days of the
beginning of operation of the said cause and shall thereafter exert all possible
diligence to overcome such cause of delay and resume performance.
- Place of Performance and Competency of Court
The contract shall in all respects be construed and operate as a German
contract and in conformity with German law.
For delivery and payment the place of competency is Hamburg. We are,
however, also entitled to petition before a court competent for the buyer. The
parties by mutual agreement can stipulate the competence of an arbitration
court.
The contract is subject to the law of the Federal Republic of Germany.
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MAHLE Industriefiltration GmbH | | | |
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