1.Order Acceptance.
All orders placed by the Buyer are subject to written acceptance by the seller with an order confirmation. These terms and conditions of sale („Terms“) shall constitute the sole terms and conditions of any order between the parties.
2.Pricing
Prices and any additional charges will be set at the time of Seller’s acceptance of Buyer’s order for goods or services in the Order Confirmation or as otherwise determined in writing by Seller.
3.Payment terms.
3.1 The Buyer shall make payment in accordance with the invoices issued by the Seller.
3.2 For each payment, the Buyer shall provide a statement showing the Seller’s invoice numbers, the quantity and the amount payable.
3.3 Buyer shall pay for each shipment in full and on time.
3.4 Unless otherwise specified by Seller, payment shall be made within agreed payment terms of Seller’s invoice date.
3.5 Notwithstanding the foregoing, Seller may require other payment terms, including 100% prepayment.Seller reserves all legal rights with respect to the collection of unpaid amounts owed by Buyer under these Terms, and Buyer shall reimburse Seller for all costs associated with such collection activities, including any legal fees incurred.
4 Delivery.
4.1 All information on delivery or dispatch dates is to be understood as approximate only. Unless otherwise agreed, the sale shall be ex works Dresden.
4.2 Ownership and the risk of loss or damage shall pass to the buyer at the place of delivery.
4.3 Delivery deviations of +/- 5% are considered customary in the industry and do not constitute cause for complaint.
5.Delays in Delivery.
5.1 Seller will use reasonable efforts to fill each order in accordance with the scheduled delivery or shipment date.
5.2 However, Seller shall not be responsible for any delays in fulfilling orders, nor shall Seller be liable for any loss or damage resulting from such delays.
5.3 Orders may not be cancelled because of such delays.
6. Force Majeure.
Seller shall not be liable for any failure to perform any of its obligations hereunder caused by anything beyond Seller’s control, including, but not limited to, accidents, labor disputes or stoppages, strikes, acts of terrorism, shortages of labor, materials, fuel or power, and other force majeure circumstances.
7. Packaging and Transportation.
7.1 Seller shall pack the Goods in accordance with applicable industry standards.
7.2 The carrier and method of transportation for the Goods and the transportation of the Goods to the Delivery Location shall be determined by Seller.
7.3 If Seller complies with Buyer’s request and selects a method of packing or transportation other than that provided by Seller, all packing, labeling, shipping, transportation and other costs in excess of those otherwise payable by Seller shall be borne by Buyer, and Buyer agrees to pay such amounts in accordance with the payment terms herein.
8. Shipments; Shipping Weights.
8.1 Seller may make partial deliveries and invoice separately for each such partial delivery.
8.2 Each partial shipment shall be deemed a separate sale, but any delay in delivery of a partial shipment shall not relieve Buyer of its obligation to accept delivery of the remaining shipments. Seller’s shipping weights shall govern each shipment.
8.3 If Buyer disputes the shipping weight of any shipment, Buyer shall promptly notify Seller in writing of the reasons for such dispute and provide Seller with all documents necessary to substantiate the difference.
9. Inspection, Acceptance or Rejection.
9.1 Within seven (7) days after Seller’s delivery of Goods or performance of Services, Buyer shall inspect and accept or lawfully reject the Goods or Services and notify Seller of any nonconformity.
9.2 Unless Seller receives notice of Buyer’s lawful rejection within seven (7) days after Seller’s delivery of the Goods or performance of the Services, the Goods or Services shall be deemed accepted.
10. Warranty.
10.1 Seller warrants that the goods delivered to Buyer will conform to the agreed upon specifications on the date Seller delivers the goods.
10.2 Seller’s warranty shall not apply to any goods or services which have been subjected to accident, misuse or unauthorized alteration.
10.3 Seller’s warranty, as previously noted, is limited to the agreed upon specifications and Seller is not responsible for any other specifications for the goods or services or characteristics of the goods or services, including latent anomalies in conforming goods or services.
10.4 The warranties set forth in section 10 are exclusive and in lieu of any other warranties.
11 Limitation of Liability.
11.1 In no event shall Seller be liable for direct damages in excess of those set forth in Sections 9 and 10, nor shall Seller be liable for incidental, consequential, indirect, special, contingent or punitive damages arising under the Contract.
11.2 In any event, Seller’s liability to Buyer shall not exceed the purchase price of the goods or services upon which such liability is based.
11.3 Buyer assumes all other liability for loss, damage or injury to persons or property arising out of, connected with or resulting from the use of the goods or services, either alone or in combination with other products or services.
12 Indemnification.
Buyer agrees to indemnify Seller against any third party product liability claims, losses, damages or expenses (including reasonable costs of defense in any action) arising out of Buyer’s or any third party’s design, testing or processing of the Goods or Services (including Buyer’s responsibility for testing the Goods after processing by Buyer or Buyer itself).
13. Right of Cancellation.
13.1 Buyer shall not be entitled to terminate any Order without Seller’s prior written consent.
13.2 If Seller consents to such termination, termination fees charged by Seller shall be assessed in connection with such termination and shall be due and payable no later than thirty (30) days after the filing of the termination fees.
13.3 Without liability to Buyer, Seller may terminate any Agreement, Contract or Purchase Order or related orders if Buyer breaches any of the foregoing provisions and fails to cure such breach within ten days after Seller delivers to Buyer a written notice describing the breach.
14. Changes
Any changes requested by Buyer as a condition to the issuance of an Order or after the issuance of an Order that alter the basis of Seller’s proposal, including these Terms, shall be subject to Seller’s approval and shall be subject to reasonable price or delivery adjustment, or both, as determined by Seller.
15 Confidentiality.
Unless otherwise agreed in a confidentiality agreement entered into by the parties, Seller shall not be bound by any obligations of confidentiality or non-disclosure. All information disclosed by Seller to Buyer is confidential information.
16. Trade Compliance.
16.1 The goods, services and information provided by Seller are subject to the import and export laws and regulations of the EU and may also be subject to the export/import regulations of the U.S. and other countries.
16.2 For shipments outside the EU, if Seller agrees to be responsible for obtaining the appropriate export license(s) necessary to permit shipment of the Goods or performance of the Services, including applications for agreements relating to defense services, Buyer will cooperate with Seller in obtaining such export licenses upon Seller’s request; in addition, Seller will handle the export of such Goods at Buyer’s sole expense through Seller’s selected and approved export carrier by freight collect or, if Buyer does not have an account with Seller’s export carrier, as invoiced.
17. Amendments.
These terms and accepted orders may be amended only by a letter signed by an authorized representative of the Seller.
18. Severability.
The invalidity of any provision of these Terms, in whole or in part, shall not affect the remainder of that provision or any other provision. If any provision or application of these Terms is held invalid or unenforceable, such provision shall be deemed superseded by a reasonable and equitable provision that gives effect to the intent and purpose of these Terms, including the invalid or unenforceable provision, to the maximum extent possible.
19.Applicable Law.
19.1 These terms and conditions and any orders accepted shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its choice of law or conflict of law provisions.
19.2 Buyer waives any objection to personal jurisdiction or venue in any of the foregoing courts.
19.3 The rights and remedies set forth herein are exclusive and in lieu of all other rights and remedies provided by law.