Unless otherwise agreed in writing, the following general terms and conditions shall apply. The present terms and conditions supersede any contrary conditions of Buyer.
Unless otherwise stated in writing, all prices are ex Nettetal, Germany, and all additional applicable costs and taxes will be for Buyer’s account. Seller reserves the right to change its prices by notice to Buyer, but the revised prices will not be applied to any orders received and accepted before the change.
Notwithstanding the retention of ownership clause set forth below, risk of loss of the goods ordered shall pass to Buyer upon delivery to carrier ex Nettetal, Germany.
The goods shall remain the property of the Seller until full payment of the price, interests and costs, even if the price is represented by drafts or other negotiable instruments. Until full payment the Buyer shall not pledge the goods or use them otherwise as a security. In the event goods are the object of an attachment or seizure, the Buyer will immediately advise the Seller. The Buyer shall reimburse all costs which the Seller may have in connection with the release of the goods. In the event the goods are sold, the Buyer will assign the purchase price to the Seller as a security and the Seller is hereby authorized to claim payment from the Buyer’s customer.
Unless otherwise stated on the invoice, all payments due shall be made in euro to Seller’s bank account DE73 3146 0290 0027 8440 14. Payments are due on the dates specified on the invoice. If default is made in payment of any invoice on its due date, the price and all other payments in respect of all goods shipped to Buyer shall immediately become due. Seller reserves the right to charge interest on overdue invoices.
Upon the written request of Buyer, Seller will, without responsibility, arrange for insurance of shipments against loss or damage in transit, but in Buyers name and at his expense.
Returns of merchandise may be made only after approval of Seller. Any other returns will be refused. In any event, all expenses incurred will be charged to and paid by Buyer.
(a) Subject as mentioned below, Seller will replace or (at Seller’s option) repair all goods which are proven to the satisfaction of Seller to be defective in workmanship, materials or design.
(b) Save as mentioned above, all warranties, guarantees and conditions express or implied by statute, trade usage or otherwise are hereby excluded and Seller shall not be liable in contract or negligence for any loss or damage, direct or indirect, foreseeable or unforeseeable or consequential, resulting from any defect in the goods or any statements, representations, illustrations or specifications made by its servants or agents, any time taken to repair or replace any defective goods or the violation of the rights of any third parties.
(d) Except where excluded by the terms hereof, these conditions of sale shall apply to the supply of any replaced or repaired goods. Shipment, insurance and installation of the replaced or repaired goods shall be made at the expense of Buyer.
Seller shall not be liable to Buyer in any way in respect of any failure or delay in the performance of any of its obligations to Buyer, were such failure or delay arises from any cause not within Seller’s control.
All contracts to which these conditions apply shall be governed by and construed in accordance with the laws of Germany and the parties hereto accept the exclusive jurisdiction of the of district court Nettetal.