Terms of delivery for precision tools
1. The documents relating to the quotation, i.e. illustrations, drawings, indications of weights, dimensions etc. shall prevail only approximately, as far as they are not expressly stated as binding. The supplier reserves the right of ownership and the copyright in quotations, drawings and other documents; they must not be made available to third parties. Drawings having been declared as confidential by the purchaser may only be made available to third parties by the supplier after written agreement of the purchaser. The prices of the quotations are valid for a period of 14 days, from the date of its issue. With later orders, the supplier reserves the right to invoice the prices valid at the day of despatch.
2. The purchaser accepts full responsibility for all documents supplied by himself to the supplier, i.e. drawings, gauges samples etc. The purchaser is responsible for the construction drawings handed over to the supplier as far as the violation of the patent-rights of third parties is concerned. The supplier is not obliged to check on behalf of the purchaser whether patent-rights of third parties will be infringed, when executing the purchaser's order in accordance with such construction drawings. The liability of the supplier resulting in spite of the aforesaid shall be passed to the purchaser. 3. Samples are only supplied against payment.
II. Extent of the supply
1. For the extent of the supply, the supplier's written acknowledgement of order shall be decisive; in case of the supplier's quotation with temporal validity and acceptance in due time, the quotation shall be decisive, if the acknowledgement of order has not been sent in due time. Collateral agreements and modifications shall require the supplier's written consent.
2. When special tools are ordered, the ordered quantity may be exceeded or fallen short by about 10%, however, at least by 2 pieces. The actual supplied quantity will be invoiced.
III. Prices and payment
1. Unless otherwise agreed, the prices shall be understood to be ex works, including loading in the works, but excluding packing.
2. The payment of the supplies shall be effected against irrevocable Letter of Credit.
IV. Time of delivery
1. The time of delivery will commence from the acknowledgement of order, however, not prior to the receipt of the documents, authorizations and releases, to be provided by the purchaser, and/or to the receipt of the irrevocable Letter of Credit.
2. The time of delivery shall be considered as observed when the objects of the supply shall have left the works or when the readiness of the goods to be supplied shall be intimated.
3. The time of delivery shall be extended suitably in case of measures within the scope of strikes and lock-outs as well as in case of force majeure, as far as the influence of such impediments to the manufacture and delivery of the objects of the supply shall be of an important significance. The same shall be valid when such circumstances shall arise with subcontractors. The aforesaid circumstances shall not be answered for by the supplier when they will arise during an already existing delay. In important cases, the beginning and the end of such impediments shall be communicated by the suppliers as soon as possible to the purchasers.
4. When the despatch of the goods has been postponed at the request of the purchaser, the supplier shall be entitled, after fixing of a fair time limit and its fruitless expiration, to dispose of the objects of the supply elsewhere and to supply the goods after a reasonably extended period.
5. A prerequisite for the observation of the time of delivery shall be the fulfillment of the contract obligations by the purchaser.
V. Transmission of risks and acceptance
1. The risks shall be transmitted to the purchaser with the despatch of the objects of the supply, at the latest, viz. also in case of partial supplies or when the supplier undertook other sources, e.g. the costs of despatch or the carriage and erection. In order to safeguard the purchaser against possible damages on the way, the supplier shall insure all the consignments for the account of the purchaser, by a general policy, as far as the purchaser did not disagree expressly.
2. When the despatch is delayed, by reasons traceable to the purchaser, the risks shall be transmitted to the purchaser at the day the goods are despatched; however, the supplier shall be obliged, at the request and costs of the purchaser, to effect all kinds of insurance he may require.
3. The supplied objects shall be accepted by the purchaser, even if they should show any unsignificant defects, notwithstanding the rights laid down in the chapter VII.
4. Partial supplied shall be admitted.
VI. Property reservation
1. The supplier reserved the property of the objects of supply until all the claims against the purchaser and resulting from the business relationship shall be paid, including claims which might arise from contracts to be signed at the same time or in the future. This is also valid when the claims of the supplier shall be invoiced partially or in toto, and balanced and recognized. With a behaviour of the purchaser being in contradiction to the contract, especially in case of non-payment, the supplier shall be entitled to require, upon reminder, the restitution of the objects of the supply be the purchaser, and the purchaser shall be obliged to restitute them. The restitution as well as the distraint of the objects of the supply shall constitute a withdrawal from the contract only by written declaration of the supplier. The purchaser shall notify the supplier, in writing and without delay, of distraints and other legal steps sued for by third parties.
2. The purchaser shall be entitled to sell the objects of the supply in an orderly manner of conduct of business. However, he shall cede to the supplier all his claims and secondary rights, in advance which might arise from the sale of the goods against consumers of third parties. The right of the supplier to collect his claims himself shall not be affected; however, the supplier shall be obliged to waive this right as long as the purchaser shall meet his engagements orderly. The purchaser shall be obliged to specify his ceded claims and their debtors to the supplier, the required data for their collection to had over the pertinent documents and to notify this cession to the debtors. When the objects of supply are sold together with goods not of the supplier's property, the purchaser's claims against his customer shall be considered as ceded in the amount of the supplied goods stipulated between the supplier and the purchaser.
3. The supplier shall engage himself to release his securing titles insomuch as their value exceeds the claims to be secured for not having been paid, by more than 25%.
4. The supplier shall be entitled to insure the objects of the supply against theft, breakage, fire, water and other damages, at the costs of the purchaser, as far as the purchaser himself cannot evidence such an insurance.
5. The objects of supply must not either be pawned nor be assigned as a surety by the purchaser. He shall notify the supplier without delay in case of distraints, seizure or other legal measures of third parties.
6. The property reservation and the securing title of the supplier shall remain in force until the complete release of possible engagements contracted by the supplier in the interest of the purchaser.
VII. Liability for defective supplies
The supplier shall be liable for defects of the supply, to which shall pertain also the lack of expressly promised properties, under exclusions of any further claims, and notwithstanding the chapter IX, para 4, as follows:
1. All those parts showing to be unserviceable or to be essentially restricted in their usability within a period of 6 months (3 months in multiple shift working) after delivery, by circumstances to be traceable prior to the transmission of risks - especially due to a wrong type of tool, bad quality of the raw material or faulty manufacture - shall be repaired or replaced, at the own discretion of the supplier, free-of-charge. Such defects shall be intimated immediately and in writing to the supplier. Replaced parts shall be transmitted as the property of the supplier. The supplier's liability for defects of materials furnished to him by the purchaser shall be restricted to such defects to be detected by the supplier under usual expert and careful examination. If the despatch should be delayed by a cause not traceable to the supplier, the liability will become void 12 months after the transmission of risks, at the latest. For products of other manufacturers of important quantity, the supplier's liability shall be restricted to the cession of the liability of the manufacture of such products. When manufacturing tools as per the purchaser's drawings, the supplier's liability shall be restricted to the adherence to the dimensions marked on such drawings.
2. The limitation of the purchaser's right to claim for defects shall be 6 months in every and each case, after the date of the intimation of the defects in due time, however, at the expiration of the guarantee period, at the earliest.
3. No liability shall be incurred for damages resulting from the following causes: Unsuitable and improper utilization, faulty mounting and/or starting by the purchaser or third parties, natural wear, faulty or careless handling, unsuitable equipment, chemical, electrochemical or electrical influences, unless they shall be traceable to fault of the supplier.
4. The purchaser shall agree in writing to the supplier the required time and possibilities to effect, at the latter's discretion, the repair work and/or to replace the objects of supply; if not so, the supplier shall be exempted from any liability. The purchaser shall be entitled, against immediate intimation to the supplier, to effect the repair work of the faulty object or to have it effected by third parties and to claim the costs involved from the supplier, only in urgent cases when the security of the works is imperiled and to safeguard them against relatively great damage, or when the supplier shall be in delay with the repairing work.
5. From the costs arising from the repairing work or the replacement of the objects of supply, the costs of the replaced objects including the forwarding charges shall be born by the supplier, provided that the complaint was justified.
6. The guarantee period for the replaced or repaired objects shall be 3 months, but at least until the expiry of the original guarantee period of the supplied objects.
7. The supplier's liability shall be nul and void for improperly modifications or repair work executed by the purchaser of third parties, without previous consentment of the supplier.
8. Further claims of the purchaser, especially such of indemnification for damaged other goods shall be excluded, unless they are protected by law.
VIII. Liability for secondary obligation
When the supplied objects cannot be used by the purchaser, as stipulated in the contract, due to not considered proposals and consultations prior to or after the conclusion of the contract, therefrom resulting faulty execution of the objects, and due to other secondary obligations - like servicing and maintenance instructions of the objects of supply - the stipulation of the chapters VII and IX shall be valid accordingly, excluding any further claims of the purchaser.
IX. Purchaser's right to rescind the contract
1. The purchaser shall be entitled to rescind the contract if the whole supply has not taken place before the transmission of risks. The same shall be valid in case of insolvency of the supplier. The purchaser shall be further entitled to rescind the contract when the execution of a part of the ordered objects of the same type will become impossible, in the presence of a justified interest of the purchaser to decline a partial supply; if not so, the purchaser shall be entitled to reduce the valuable consideration.
2. In case of a delay of delivery as stipulated in the chapter IV, the purchaser shall be entitled, after having set a respite to the supplier, with the express declaration to refuse the supply after that respite, to rescind the contract when this respite will not be observed.
3. When this impossibility will arise during the delay of acceptance or by a fault of the purchaser, this latter shall be obliged to the valuable consideration.
4. The purchaser shall be further entitled to rescind the contract if the supplier will not observe a respite of the purchaser to repair or to replace objects being faulty according to these terms of delivery. The purchaser's right to rescind the contract shall remain in force in case of the supplier's impossibility or inability to repair or to replace such faulty objects.
5. Further claims of the purchaser, especially those of transformation, cancellation, diminution as well as of restitution of damages of any kind, including damaged other goods shall be excluded, unless they are protected by law.
X. Supplier's right to rescind the contract
In case of Force Majeure as stipulated in the Chapter IV of these terms of delivery, the contract shall be adapted accordingly, as far as the economic importance or the contents of the supply will be affected essentially and in the case of a subsequently proved impossibility to execute the contract. As far as this cannot be attended to, for economical reasons, the supplier shall be entitled to rescind the contract partially of in toto. Such a rescission of the contract by the supplier shall not constitute any claims for compensation of the purchaser. When the supplier intends to make use of his right of rescission, he shall be compelled to notify this intention to the purchaser in writing, as soon as the significance of the event will have fully come to his knowledge, i.e. also in such cases when an extension of the time of delivery was agreed formerly with the purchaser.
XI. Special terms for machining orders (finishing, redressing, redesigning and reconditioning of tools)
In addition to or in deviation from these terms of delivery, the following shall be valid for such machining orders:
1. The invoices shall be due upon receipt and without any deduction.
2. The executor of such machinery orders shall not be held responsible for the behaviour of the material sent to him, without detriment to his right for remuneration. When the material becomes unusable by a faulty machinery of the executor, the right for remuneration of the executor and any claims for compensation of the orderer shall be nul and void.
3. The liability for defects shall be excluded.
XII. Other liability
As far as a liability shall be created, for any legal ground whatever, this liability shall be restricted to an aggregate amount of 5% of the value of the supplied objects.
For ligitations resulting from the contract of business men, legal public corporations or public foundations shall be competent the court of the supplier's registered principal place of business or the court of his branch establishment executing the delivery. The supplier shall be entitled to institute legal proceedings against the purchaser at the court of the purchaser's principal place of business.
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access and misuse by unauthorized persons.