1. General

1.1: These General Conditions of Sales and Delivery shall be binding if declared applicable in the offer or order confirmation. Any conditions stipulated by the customer which are in contradiction to these general conditions shall only be valid if expressly accepted by the supplier in writing.
1.2: All agreements and legally relevant declarations of the parties to the contract must be in writing in order to be valid.

2. Offers and conclusion of contract

2.1: The contract shall be deemed to have been entered upon receipt of supplier’s written confirmation signed by the customer.
2.2: Offers, which do not stipulate an acceptance period, shall not be binding.

3. Scope of Supplies

3.1: The supplies are specified in the order confirmation. Any material and services which are not included therein shall be additionally charged.
3.2: The supplier shall be entitled to make any changes which lead to improvements.

4. Technical documents

4.1: Technical documents such as drawings, descriptions, pictures, and the like are only binding if expressly stipulated as such in the order confirmation. Necessary changes may be made by the supplier.
4.2: The supplier retains title and ownership of all technical documents made available to the customer. Such technical documents are subject to copyright.
4.3: Technical documents provided with the offer must be returned immediately if no order is placed.

5. Regulations in force in the country of destination

The customer shall inform the supplier, upon placing the order at the latest, about the standards and regulations applicable to the execution of the supplies and services, to the operation of the plant as well as to the health and safety of personnel.

6. Prices

6.1: Unless otherwise agreed upon, all prices shall be deemed to be FOB supplier’s nearest seaport, in US Dollar, excluding packing, freight, insurance, taxes, duties, assembling, installation and initiation.
6.2: If a general price increase is decreed between confirmation of the order and delivery, the new prices shall apply.

7. Terms of Payment

7.1: Payments shall be made by either TT transfer or by irrevocable letter of credit confirmed by a reputable bank, unless otherwise agreed upon.

If no other payment terms are mentioned in the contract, a total payment of 100 % of the quoted price before shipment of the goods is required.
7.2: Payments shall be made by the customer to the registered address of the supplier without any de- ducting for cash discount, expenses, taxes or du- ties of any kind. Other terms of payment may be agreed separately.
7.3: In case of delay in payment the supplier is entitled to discontinue planed deliveries and to charge a default interest according to the official rate of discount applicable at the corresponding Central Bank plus 5 % p.a.

8. Proprietary Right

8.1: The supplier shall retain ownership of the products supplied, until full payment has been received. The customer shall take all necessary measures for the protection of the proprietary rights of the supplier.
8.2: The supplier is entitled, with customer’s participation, to apply for registration of the reservation of the proprietary right.

9. Delivery time

9.1: The delivery time shall start as soon as the con- tract has been signed off by both parties, all technical points have been settled and the down payment has been received.
9.2: The delivery time shall be reasonably extended:
– if the information required by the supplier for performance of the contract is not received in time, or if the customer subsequently changes it.
– if agreed terms of payment are not met, letters of credit are opened to late, or the necessary import licenses are not received by the supplier in time.
– if hindrances occur, which the supplier cannot prevent despite using the required care, regardless of whether they affect the supplier or the customer or a third party. Such hindrances include, but shall not be limited to, epidemics, mobilization, war, revolution, serious breakdown in the works, accidents, labor conflicts, late or deficient delivery by subcontractors of raw material, semi-finished or finished products, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, natural catastrophes, acts of God.

10. Delay in delivery

10.1: The customer shall be entitled to claim liquidated damages for delayed delivery only if such are agreed upon in written and to a maximum extent as as stipulated in these Articles 10.2 and 10.3.
10.2: Damages for delayed delivery shall not exceed.
0.5 % of the part of supply in delay for every full week’s delay and shall in no case whatsoever exceed 5 % of the contract price of the part of the supplies in delay. No damages at all shall be due for the first two weeks of delay.
10.3: Any delay of the supplies does not entitle the customer to any rights and claims other than those, expressly stipulated in these Articles
10.1 and 10.2.

11. Forwarding, transport and insurance

11.1: The products will be packed carefully by the supplier.
11.2: Special requirements regarding forwarding and insurance shall be communicated to the supplier in good time. Transport shall be at the customer’s expense and risk. Complaints in respect of trans- port shall be submitted immediately by the customer to the last carrier on receipt of the products or the shipping documents.
11.3: Insurance against risks of any kind is the responsibility of the customer. Even when taken out by the supplier, it shall be at the customer’s expense.

12. Passing of benefit and risk

The benefit and the risk will pass to the customer according to the conditions of INCOTERMS 1990. If dispatch is delayed due to reasons beyond sup- plier’s control, the products shall be stored on the account and at the risk of the customer.

13. Inspection and acceptance of the supplies

13.1: The customer shall inspect the supplied products within a reasonable period after having received them and shall immediately notify the supplier in writing of any deficiencies. If the customer fails in doing so, the products shall be deemed to have been taken over.
13.2: If the customer requires an acceptance test, the conditions related thereto must be specified in a separate agreement. If the acceptance test cannot be carried out on the dates provided due to reasons beyond supplier’s control, the supplied products shall be deemed to have been accepted, as if the acceptance test has been completed.
13.3: In case of deficiencies, the customer shall give the supplier the possibility to remedy such deficiencies within a reasonable time.

14. Installation

If the installation is made by the supplier, the buyer must bear all occurring costs at the country of installation, such as local transportation, accommodation, meals etc. Further the buyer needs to arrange and bear the cost for visas, work permits and health insurance if required by the country where the installation takes place.

15. Warranty and Disclaimer

15.1: The supplier hereby warrants that the products delivered will be free from defects in material and workmanship.
15.2: Express warranties are only those expressly specified as such in the order confirmation or in the manual. An express warranty is valid until the expiry of the warranty period at the latest.
15.3: If the products should be defective, then the customer is entitled to demand a replacement.
during the warranty period of 6 months, or in multi- shift operations 3 months from the communication of the readiness for shipment or to demand that the supplier rectify the defects. Parts subject to wear and tear and machine parts, which are in contact with the product to be processed, are excluded from this warranty.
15.4: If a defect according to Article 15.3 is not eliminated or compensated by the supplier within a reasonable period, the customer may ask for price reduction or annulment of the contract.
15.5: The warranty expires prematurely if the customer or a third party carries out improper alterations or repairs, if during the period of warranty, no original parts were fitted, or if the customer, in the event that the product is defective, does not promptly take all suitable measures to reduce the damages and gives the supplier the opportunity to rectify the defect.
15.6: Excluded from supplier’s warranty and liability for defects are all deficiencies, which cannot be proved to have their origin in bad material, faulty design, poor workmanship or resulting from other reasons beyond supplier’s control.
15.7: With respect to any defective material, design or
workmanship as well as to any failure to fulfil ex- press warranties, the customer shall not be entitled to any rights and claims other than those expressly stipulated in Articles 15.3 and 15.4 hereof.
15.8: Not mentioned claims for compensation, for reduction, for termination and for withdrawal of the contract are excluded. The supplier shall not be liable for any direct, indirect, consequential, or incidental damages that are not arisen on the product, including damages for loss of business information, loss of profits, production interruption and the like, subject to the compelling product liability law.
15.9: Parts delivered by subcontractors which have been implemented by the supplier into the scope of supply, e.g., motors, gearboxes, electrical parts etc., shall only be subject to warranty to an extent as warrantied by the subcontractor.

16. Governing law

The present contract shall be governed in all respects by government law.

17. Jurisdiction

The place of jurisdiction for any disputes shall be at the registered office of the supplier.