§ 1 Tender and Conclusion of Contract
(1) An order will only be considered as having been accepted when it has been confirmed in writing by the supplier; until then the supplier’s tender is not binding. Telegraphic, telephonic or verbal supplementations, alterations or collateral agreements also require written confirmation by the supplier before taking effect.
§ 2 Scope of Obligation to Deliver
(1) Weight and measures, illustrations and drawings are only obligatory if this is expressly confirmed in writing. Gross weights and dimensions of packing cases are given as fairly exact as possible, but without obligation.
(2) For electro-technical accessories (motors etc.) the Conditions for Delivery of the “Zentralverband der Elektrotechnischen Industrie” are applicable; the construction of these accessories is governed by the rules of the “Verband Deutscher Elektrotechniker”.
§ 3 Prices
(1) All prices are quoted ex works, exclusive packing.
§ 4 Conditions of Payment
(1) Payment shall be made according to agreement.
§ 5 Period of Delivery
(1) The period of delivery begins to run as soon as all the details of performance have been clearly settled and both parties are in agreement on all the conditions of the contract; the period of delivery refers to completion of the order in the supplier’s works. The keeping of the period of delivery presupposes the customer having fulfilled his contractual obligations, particularly the conditions of payment agreed upon. Unforeseen circumstances beyond the control of the supplier, e.g. break-downs, strikes, lock-outs, refuse – in the works of the supplier or a sub-contractor-extend the period of delivery reasonably, even if they occur while the supplier is in default. The same applies if official permissions and other permissions by third parties necessary for the execution of deliveries, and documents or information from the customer necessary for the delivery are not received in time, or in the event of subsequent alteration of the order.
(2) Part deliveries are admissible.
§ 6 Passing of Risk
(1) The risk shall pass to the customer immediately upon dispatch ex works. This also applies where delivery freight paid has been stipulated. If dispatch is deferred through the fault of the customer, the risk passes to the customer upon the day the order is ready for dispatch.
(2) Insurance against the risks of transportation will only be effected upon instructions from the customer, and at his costs.
§ 7 Liability for Defects
(1) The supplier does not accept any liability for defects in the delivered machines except by repairing or, according to his judgement, replacing free of charge all those parts which have become useless within 6 months of the date of delivery. The supplier must be informed of the defects in writing without delay and the respective parts have to be sent to him on demand. Liability is accepted for defective design or faulty construction; the supplier accepts liability for faulty material only in so far as the defect could have been discovered if workmanlike care had been taken.
(2) No liability is accepted for damage due to normal wear and tear.
(3) The customer must give the supplier, free of charge, time and opportunity for effecting all the alterations which the supplier considers necessary, and for delivering spare parts or spare machines; on request, he must also place hands at the disposal of the supplier.
(4) The resultant costs shall be borne by the supplier if the complaint is found to be justified, otherwise by the customer.
(5) The supplier is not bound to remove defects as long as the customer has not fulfilled his financial obligations.
(6) The supplier is also relieved from his liability if the repair or replacement is rendered difficult by arbitrary attempts at improvement on the part of the customer.
(7) A breach of warranties shall also be considered a defect within the meaning of these conditions.
(8) Further claims of the customer, especially for any damages other than the defects of the delivered good, are excluded.
§ 8 Cancellation by the Customer
(1) The customer may cancel the contract if the supplier has not availed himself of an adequate respite granted him for the removal of a defect for which he is liable, or if the repair, or supply of a suitable spare part proves impossible, or if the supplier refuses to remove a defect proven to him; no other claims of the customer will be recognized, in particular no claims for damages.
§ 9 Cancellation by the Supplier
(1) Should the supplier learn after the conclusion of the contract, that the financial situation of the customer is unfavourable, he then may either demand security for the customer’s contractual obligations or cancel the contract and demand reimbursement of his expenditures.
§ 10 Place of Performance. Jurisdiction
(1) The factory of the supplier is the place of performance and payment.
(2) For all disputes arising from the contract, including actions on a bill of exchange, the competent court in the district of the principal office of the supplier shall have exclusive jurisdiction. The supplier will also be entitled to institute an action at the principal place of business of the customer.
§ 11 Passing of Title
(1) Title in the objects to be delivered will not pass to the customer until the supplier has received all payments due from the customer. The customer will take all necessary steps, at his cost, to comply with special conditions or formalities necessary according to the legal rules in the customer’s country in order to validate the supplier’s reservation of property.
§ 12 Validity of the Agreement
(1) The agreement will remain binding on the parties even if any of its clauses should be held ineffective. The agreement shall be interpreted exclusively according to German law.
a) The supplier is to be reimbursed for all labour and other expenses at proper rates and particularly for overtime and work done on Sundays and holidays. Travelling time and waiting time count as hours of work. The customer has to reimburse the costs of travelling to and from by rail 2nd class, if travelling at night and abroad 1st class, and the costs for transport of luggage and tools.
b) All construction work must be finished before commencement of the erection, so that erection can be started immediately upon delivery and continued without interruption. The foundation must be absolutely dry and the rooms, in which the machines are to be erected must be adequately protected against weather, well lighted and sufficiently heated.
c) For the purpose of storing machine parts, materials, tools and the like, the customer must provide a dry room with illumination, which can be locked and is supervised and guarded.
d) The customer must, at the proper time and at his costs, supply:
1. Auxiliary gangs and skilled workers in the number considered necessary by the supplier;
2. Tackle and materials necessary for the erection and putting into operation;
3. The unloading of the railway wagons and conveyance of the objects from the railway wagon or ship to the place of erection.
e) The customer bears the risks of transport of parts brought by the fitters.