These Standard Terms and Conditions for the Purchase of Import Goods shall exclusively apply, save as varied by express agreement accepted in writing by us as buyer and the producer / seller. These Conditions shall also apply if we accept delivery of Goods under the existence of the seller’s / producer’s contradictory Standard terms not being subject of the contract.
Any agreement being concluded between us and seller / producer shall only be binding between the parties if they are laid down in writing. Any conditional or different terms proposed by the seller are objected to and will not be binding upon the buyer unless assented in writing by the buyer.
These conditions shall govern any future individual contract of purchase between buyer and seller to the exclusion of any other terms and conditions.These provisions extend to standard contract conditions which are used in a contract with a merchant in the course of business only.
2. Formation of Contract
The contract shall be deemed to have been entered into when, upon receipt of an order, the seller has sent an acceptance in writing within the time limit of five days hereby fixed by us.
Any weights, dimensions, capacities, prices, performance ratings or any other data contained in catalogs, circulars, advertisements or price lists constitute an approximate guide and shall not be binding save to the extend that they are by reference expressly included in a contract.Any such data submitted to the seller prior or subsequent to the formation of the contract remain our exclusive property.They must not be communicated to a third party.
3. Price of the Goods
The price of the order or the seller’s quotation and offer as accepted by us shall be binding.Prices as agreed upon shall include the cost of packing or protection required under normal transport conditions to prevent damage, and shall also include VAT (if applicable).
4. Terms of Payment
Payment shall be made in the manner and at the time or times agreed by the parties.If not agreed upon otherwise payment of the delivery shall be made within 15 days end of month.
Delivery shall be effected on due date as being fixed in the contract or the order of purchase being subject to the contract.Agreed quantities and tranches are binding.Part delivery is excluded unless it was approved by us in written form (fax).
The seller is obliged to give immediate notice via telefax and email to the buyer if a delay in delivery is to be expected.
If the seller fails for any reason whatsoever to effect delivery on due date we shall be entitled by notice in writing to the seller to recover from the seller any loss suffered by reason of such failure (i.e. for additional costs for transportation, insurance, storage etc.) by charging 0.3% of the total price for every work day in Germany.The total compensation shall not exceed an amount of 5% of the total contract price.A higher compensation can only be charged by proved facts after sending a written notice to the seller / producer.
We are entitled to set the compensation off the invoiced payment.
6. Transfer of Risks
Save as provided in an individual contractual agreement the time at which the risk of damage to or loss of the goods shall pass shall be fixed in accordance with the Interpretation of Trade Terms (Incoterms®2010) of the International Chamber of Commerce.If no further indication is given in an individual contract of purchase (import), the goods shall be deemed to be sold “DDP” (delivery duty paid, Incoterms® 2010).
7.1 Warranties relating to the quality of goods
The seller warrants that all items delivered under this agreement will be free from defects in material and workmanship, conform to applicable specifications, and, to the extent that detailed designs have not been furnished by the buyer, will be free from design defects and suitable for the purposes intended by the buyer.
Seller’s warranties hereunder shall extend to any defect or non-conformity arising or manifesting itself within two years after delivery.With respect to items not in accordance with any such warranties, the buyer, without waiving any rights or remedies provided by law and / or elsewhere under these Standard Terms and Conditions, may require the seller to correct or replace such items at the seller’s risk and expense or refund such portion of the price as is equitable under the circumstances.Any items corrected or replaced shall be subject to the provisions of these Standard Terms and Conditions in the same manner as those originally delivered hereunder.
7.2 Complaint Proceedings
In case of any malfunction of the delivered parts, modules or assemblies the producer / seller will examine returned items and issue a 8D report in compliance with the VDA regulations and form http://vda-qmc.de/fileadmin/redakteur/Publikationen/Formulare/ 8D-Report.pdf immediately, not exceeding 10 days after reception of the returned parts.The seller / producer shall be responsible for parts or data he had obtained by third parties to produce the failed item.This obligation does not depend on a proof of causes by us.The seller / producer is free to deliver written evidence that reasons are not part of his area of responsibility with the report.
7.3 Warranties of compliance with laws
The seller warrants and undertakes to the buyer that in the performance of any contract of sale he will comply with all laws, rules, regulations, decrees and other ordinances issued by any governmental, state or other authority relating to the subject matter of these Standard Terms and Conditions and to the performance by the parties hereto of their obligations hereunder.
7.4 Warranty of title
The seller warrants that the goods are in his absolute property and none are subject of any option, right to acquire, assignment, mortgage, charge, lien or hypothecation or any other encumbrance whatsoever or the subject of any factoring arrangement, hire – purchase, conditional sale or credit sale agreement.
8. Miscellaneous Clauses
This agreement supersedes and invalidates all other commitment and warranties relating to the subject matter hereof which may have been made by the parties either orally or in writing prior to the date hereof, and which shall become null and void from the date of the agreement is signed.
This agreement shall not be assigned or transferred by either party without the written consent of the other.
Each party shall be responsible for all its legal, accountancy or other costs and expenses incurred in the performance of its obligation hereunder.
9. Place of Jurisdiction; Choice of Law
This agreement shall be governed by and construed in accordance with German law.
Any dispute arising out of this Agreement shall be finally settled in accordance whit the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more arbitrators designated in conformity with those rules.
The buyer shall have the right to bring a claim before a court at the seller’s principal place of business or at his discretion before any other court being competent according to any national or international law.