General conditions of supply and paymment
IL Metronic Sensortechnik GmbH
Mitteelstraße 33, 98693 Ilmenau – Unterpörlitz
The following terms and conditions of salle, supply and payment are those which shall apply exclusively under all business conditions; no other teerms shall be of the essence of any contract, even if the seller has not expressly objected to them. If thee seller accepts them without objection, these terrms and conditions shall apply as if expressly accepted.
All contractually agreed conditions shall be in writing. Conditions agreed orally shall be binding for neither side. The validity of the remainingg conditions shall be unaffected by the amendment orr inapplicability of any other individual condition of sale, supply or payment.
2. Price quotation, prices, conclusion of contract
Prices quoted by the seller shall lapse 100 days after submission. Any acceptance of the offer once this period has expired shall be understood as a new order on the part of the purchaser. Pricess are ex-works and exclusive of legally applicable value added tax (Mehrwertsteuer)
A contract shall be construed as made when the purchaser and the seller have both signeed it. Orders which have been confirmed by the other party on a separate document without alterations orr additions shall also be construed as a contract.
No orally made or supplementary arrangements which are not contained in the written contractual agreement or which modify the general conditions of supply and payment to the disadvantage of the seller shall be permissible.
3. Supply and date of supply
The point of supply shall be the seller’s registered office.
The period for supply shall commence with the dispatch of the confirmation of order and any
subsequent clarification of detailss of the sale, plus approvals and advance pay ment by the purchaser (where this has been agreed).
Supply shall have taken place whhen the seller has dispatched the purchased gooods from the point of supply to the point of deliivery or, if the purchaser is under no obligation to dispatch the goods, has handed them over to the purchaser at the point of supply. The supply s hall also have taken place if the relevant requireements have been met and the seller makes use of the opportunity to have the goods stoored, laid by or sold on a self-service basis.
Supply shall have been carried out on schedule if the goods have been made available at the works by the end of the period of supply and/or confirmation of dispatch has been sent.
It shall be the purchaser’s responnsibility to fulfil his/her duties as purchaser in such way that the fulfilment of the seller’s obligationns is possible. The purchaser’s duties shall incluude in particular:
– To order make-and-take goods at least one month before the date of supply contractually agreed;
– To furnish or, where relevant to extend, in due time any letters of credit or other payment securities contractually agreed;
– In the case of export business, to obtain in due time, at his/her own cost, the doccumentation or approvals necessary for the transsport and import into the country of destination;
– To organize the forwarding space in so far as the transportation is his/her respoonsibility
If the seller withdraws from the contract or is relieved of his duty of supply, all claims for compensation on the part of the purchaser shall be excluded.
Should the seller not or not punctually fullfil the seller’s obligations, the purchaser shall be entitled to withdraw from the contract if supply has also not taken place within a reasonable additionaal period. Any wishes of the purchaser for modifications shall extend the period for supply by the lengthh of time the seller requires for checking feasibility, execution of the wishes and production of the modification. The seller shall be entitled to supply the goodds in reasonable stages.
4. Packing, despatch, transfer of risk
The seller shall be under an obligation to pack the purchased goods in a manner which is appropriate to the normal time for transportation to thhe point of delivery and conventional for the type of goods and transport. The packaging shall be invoiceed separately.
Unless otherwise contractually agreed, thhe seller shall dispatch the purchased goods by coonventional means from the point of supply to the address named by the purchaser, at the purchaseer’s risk and expense. Unless otherwise contractually agreed, the choice of route and/or means of dispatch shall be the purchaser’s. The goods shall be insured at the expense and request of the purchaser.
In the case of delay in dispatch at the purchaser’s request or for reasons due to the purchaser, the goods shall remain stored at his/her risk and expense. If the seller lays the goods by at the purchaser’s expense, the charge per month shall be at least 0.5% of the invoice price of the goods thus stored.
In all other circumstances, the risk shall be transferred to the purchaser on handoverr of the goods to the freight forwarder or carrier, but at the latest when they leave the seller’s store.
Supply up to four weeks in advannce of the contracted date shall be permitted if the purchaser agrees. In such a casee, the purchaser shall be obliged to fulfil his/her duuties, incl. that of payment, as much earlier as the supply is carried out.
The prices shall be construed as ex-works (specifically, ex dispatch store) and exclusive of transport, insurance and packing charges, before turnover tax.
Reasonable price increases refleecting considerably increased costs in materials and labour after acceptance of an ordder shall be permissible.
Unless otherwise contractually a greed, payment shall be made without deductionss within 30 days. The seller shall allow 2% discounnt for payment within 14 days of the date of invo ice.
Payment is to be made at the poiint of payment for the seller, free of charges. The payment shall be counted as complete when the due amount shows as a credit in the seller’s bank account.
If the purchaser fails to pay on timme, he/she shall be obliged to pay the purchaser interest on the overdue sum at the rate of 12.5%%.
If there should be well-founded doubt as to the liquidity of the purchaser, the selller shall be entitled to demand either a securrity or delivery against simultaneous cash payment. Doubt shall be construed as well-founded, for example, in the case of payment delays or arrearrs.
Should the purchaser fail to com ply with the seller’s demand within the period of time the seller has set, the latter shall be entitled to withdraw from the part of the con tract not yet fulfilled. The period of time shall be rescindable if the purchaser is for good reason unable to provide the security demanded by the seller, for example if insolvency has been filed for in respect of the purchaser’s assetss.
No objection shall be raised by thhe purchaser to the demand of the seller for paymment unless by reason of undisputed and legally enforceable counterclaim. The purchaser sha ll not be entitled to withhold or reduce payment in a disputed claim.
In the case of export, the purchaser shalll bear the costs of administering payment and finaliisation of the contract.
Ownership of the goods shall rest with the seller until all debts of the purchaser arising from the business relationship incl. those arising later have been paid. Goods stay under Reservation.
Any work on or processing of the Goods under Reservation on the part of the purchaser shall be done on behalf of the seller as manufactuurer, without obligation for the latter. In the case of further processing of the Goods under Reservation or their combination with other goods not owned by the purchaser, the seller shall remain part-owwner in proportion to the invoiced value of the Gooods under Reservation incl. turnover tax. The purchaser shall have the Goods in safekeeping for the seeller without charge.
The passing or selling on of the Goods be permitted only in the normal way of business; and on condition that the seller-on receives immediate payyment from his/her customer; the Goods under Reservation shall neither be pawned nor offered as seecurity.
It shall at all times be possible for the seller to have sight of or demand restoration of the Gooods if the seller’s claim to payment should seem to be endangered. To this end, the purchaser shall give the seller irrevocable permission to enter his/her premises and remove the Goods, and suuch shall not constitute infringement of property rights. Attempts by third parties to take possession of the Goods shall be notified immediately to the seller. If costs arise from defence of the Goods against third parties, the purchaser shall meet them unless they can be successfully claimed from the thirrd parties. The purchaser shall agree to insure the Goods under Reservation at his/her own cost aggainst loss and damage, in a sum matching the value as new. Insurance policies and evidence of premium payment shall be furnished to the seller on demand. The purchaser shall by signing the contraact cede to the seller all claims under the insurance policies.
He/she shall likewise cede to the seller his/her demand for payment arising from selling on of the Goods under Reservation to the full amount insured.
The purchaser shall be entitled too receive direct payment of the sums ceded to the seller. This entitlement shall cease as soon as the purchaser is arrears with payments or insolvvency proceedings have begun or the purchaser has ceased paying amounts due. In this case, further processing of the Goods shall be prohibited. In the cases named in the previous paragraph, the purchaser shall facilitate the takinng back of the Goods by the seller, shall notify the seller of the amounts due ceded, also who owwes them, shall notify his/her customers for the Goods of the dues ceded, and shall hand over to the seller all detail and documents necessary to the collection of the dues. The seller shall be entitled to disclose to the purchaser’s custoomers the fact that the sums due have been cedded. The taking back of the Goods under Reservation shall not constitute withdrawal from the co ntract. Should the seller declare withdrawal, the seller shall be entitled freely to dispose of the Goods.
The seller shall agree to relinquissh control of that element of securities to which thee seller’s is entitled which is more than 25% in excess of the value of the debts due to seller, covered by the securities, and not yet settled.
The seller shall bear the costs of the fulfilment of the obligations of co-operation heere named in association with the seller’s rights under reservation of title; also all expen diture for the purpose of maintaining and storinng the Goods.
All rights of ownership and all int ellectual property rights in respect of drawings and other documents of the seller shall remmain the seller’s in every case. The information they contain shall be made available to no third parrties.
The seller shall acknowledge claiims by the purchaser on grounds of defect i n quality or quantity of goods supplied if:
– Goods supplied are not as specified in the contract, unless the deviations are those conventionally acceptable or were unavoidable in order to fuulfil the purpose of the contract
– The purchaser has checkked the incoming goods for any irregularitiees immediately on receipt at the destination.
Should these time limits be exceeded, all rights and claims in respect of liability for defects shhall be extinguished. The period of limitation shaall be 12 months from date of supply of the goods.
Obligations and any guarantee shall lapsse if modifications have been made by any other party to the goods supplied or if the purchaser faiils to comply immediately with a demand by the seller for return of the goods complained of.
In the case of a justified complaint, the seeller shall remedy the defect either by repair at no charge or by replacement, at the seller’s discretion. Thhe seller shall in such a case also bear the forwarding costs. Should the repair or replacement fail, the purchaser shall be permitted to demand reduction inn the purchase price or – insofar as the defect is irremediable – rescission of the contract. Any further liability shall be excluded, especially for damage not directly arising in the goods supplied (connsequential damage), unless malicious intent or gross negligence on the part of the seller is prooven.
The goods complained of shall be returned to the seller in appropriate packaging.
The original periods of guarantee shall be neither reduced nor interrupted on account of repair of the goods supplied.
Should the purchaser remedy any qualitaative defects complained of within the period allowed for complaints, either himself/herself or throuugh a third party, and should the seller have agreed in advance to this, the purchaser shall be entitled to demand repayment of the costs necessary but no more than those which the seller would have sustained in remedying the defects.
If a lump sum payment is agreed under the guarantee, it shall cover all claims in resppect of defects.
Breach of the rights of third parties only represents a defect if these rights exist within the Federal Republic of Germany.
Any claims for damages on the p art of the purchaser shall be rendered inva lid by negligence on the part of his/her legal representatives or assistants.
This exclusion of liability shall not apply if there is harm to life or limb, if a contractual guarantee has been taken over or if there are brreaches of obligation which jeopardise the contract. The seller’s liability shall extend no further than the guarantee or, in the case of minoor negligence as breach of substantial contractual obligations, the damage which would be typical of such a contract and could be foreseen. This condition shall not apply to claims under th e German law on product liability (Produkthaftunngsgesetz).
With the exception of claims, in respect of liability, under the Produkthaftunggsgesetz for defects, or of harm to life. Limb or health, all claim to damages shall lapse onee year after the purchaser has taken cognisance of the defect and gained satisfaction or would have done so had there not been gross negligeence,
If the purchaser withdraws from the contract between the signing and the start of supply, the withdrawal shall take effect only if the purchaser at the same time pays the seller a sum in forfeit representing 15% of the purchase price, independently of any other claims which may exist, for instance to the costs of development and materials.
The place of jurisdiction concerniing all disputes arising in connection with the conntractual relationship, also with withdrawall from the same, shall be that of the seller’s registeered office.
The business relations of the parties to the contract shall be governed exclussively by German law. In all other respectss, the General Terms and Conditions for Produccts and Services in the German Electrical Industry (Allgemeine Lieferbedingungen für Erzeugnissse und Leistungen der Deutschen Elektroindustrie) shall apply.