These general terms of delivery will apply to the extent that they are not changed through any written agreement between the parties. Any statements and information that are not confirmed in writing when this agreement is signed will not override what is prescribed in the terms of delivery or have significance in any other way in determining the contents of this agreement.
2. PRODUCT INFORMATION
The information in materials catalogs and price lists is approximate and binding only to the extent that the agreement explicitly refers to it.
3. QUANTITY, WEIGHT
Stipulated weight, volume, or stated number may be exceeded or fall short by a maximum of 10% for technical reasons related to delivery.
Packing costs for delivered goods will be charged to the buyer at cost price, unless stipulated otherwise.
Delivery clauses will be interpreted in accordance with the INCOTERMS applicable at the time this agreement is signed. Unless specifically stipulated in a delivery clause, delivery shall be considered to take place Ex Works.
Unless stipulated otherwise the seller is entitled to charge for an approximately 85% share of the tool, and in such cases where the buyer wants to buy the tool in full, the seller is entitled to charge the customer for the remaining share of the tool, as well as a handling fee appropriate for the circumstances. The seller is not responsible for any tools that have not been used in production for six (6) months, and if needed, the seller is entitled to dispose of such tools without consulting with the client.
7. DELIVERY TIME
If the parties have stipulated a time period during which delivery will take place rather than a specific time of delivery, this time period will begin at the time this agreement is signed.
If delivery is delayed pursuant to any of the circumstances listed in point 14 or if the buyer is responsible for the delay, the delivery time will be extended by an amount of time that can be considered reasonable, with consideration taken to all circumstances. Except in such case as is referred to in the fifth paragraph below, this provision will be applied, regardless of whether the reason for the delay occurs before or after expiration of the stipulated delivery time. If the seller should find that he cannot deliver on time, or if it should appear to be probable that there will be a delay on his side, the seller will notify the buyer of this immediately and thereby state the cause of the delay and, as far as is possible, the time when delivery can be expected to occur. If the seller does not deliver the goods within the stipulated delivery period or within a delivery period that has been extended in accordance with the first paragraph, and this is because of the seller, if the delay is of essential significance to the buyer and the seller realized or should have realized this, the buyer is entitled to terminate the agreement. If the buyer has prescribed a specific extension time for delivery from the seller, and if the extension is not unreasonably short, the buyer may also terminate the agreement if delivery has not taken place within the extended period of time. If the agreement refers to successive deliveries, each delivery will be considered as an independent sale. The buyer is not entitled to any additional reimbursement pursuant to the seller’s delay. If the buyer does not terminate the agreement, the buyer— unless stipulated otherwise—is not entitled to any reimbursement pursuant to the seller’s delay.
9. PRICE ADJUSTMENT
Once the price has been stipulated, and if after the agreement has been concluded any export or import duty, tariff, tax for export, import, or delivery for the goods, or other similar surcharge is imposed for the goods, or if there is any change hereof, if the implementation of or change in the surcharge has not been considered in the agreement, the price will be adjusted in the equivalent amount. This also applies to such cases in which the stipulated price is affected directly or indirectly by any fluctuations in the exchange rate. If the exchange rate should fluctuate by >1% from the date on which the price agreement became valid the seller is entitled to charge the client for any additional cost.
Unless stipulated otherwise, the seller shall have received payment no later than thirty (30) days after the invoice date. Unless stipulated otherwise the seller is entitled to interest on any overdue payment at a rate of 2% on a monthly basis. If the buyer should fail to receive the goods on the established day, payment must still be made as if delivery took place in accordance with this agreement. If the buyer has not paid within three months from the due date, the seller is entitled to terminate the agreement through written notification to the buyer. In addition to interest on overdue payment, the seller is then entitled to reimbursement for damages suffered as a result of the delay. If the buyer wishes to cancel or delay any current customer order by over three months, the seller is entitled to charge the customer for the cost of any materials that have been ordered, and if the material has been refined the costs associated herewith. If no delivery is desired, in addition to this the seller is entitled to charge a reasonable surcharge for handling.
If there is good reason to assume that the buyer will not fulfil his financial obligations, the seller is entitled to demand acceptable security from the buyer. If this does not occur without delay the seller is entitled to terminate the agreement in writing as far as it refers to any undelivered goods.
The goods will remain the property of the seller until such time that they have been fully paid for, to the extent that such reservation of ownership is valid according to applicable law.
12. RESPONSIBILITY FOR FAULTS
During a one-month period calculated from the day when the goods are delivered or the shorter storage period that may have been specified and typically applies to goods, the seller agrees to exchange any goods that were defective or incorrect at the time of delivery. Notification of defective goods shall be made in writing and without delay, counting from the day on which the buyer noticed or should have noticed the defect. In the question of faults that the buyer should have noticed without difficulty when receiving the goods, it is also the buyer’s responsibility to notify the seller of the fault immediately after receiving the goods. If the buyer neglects to notify the seller about what has been stated in this paragraph, the buyer forfeits the right to exchange as specified in the first paragraph. If the seller does not exchange defective goods within a reasonable period of time after the buyer noticed the fault according to the second paragraph, the buyer is entitled to cancel the agreement regarding the defective goods through written notification to the seller. The seller has no liability for faults or for the neglected exchange of defective goods other than what has been prescribed in the first, third, and fourth paragraphs. Thus the seller is not liable to issue any reimbursement to the buyer, for example, for loss of production, loss of profit, or other indirect injury.
13. LIABILITY FOR DAMAGE TO PROPERTY CAUSED BY THE GOODS
The buyer will hold the seller harmless to the extent that the seller is held responsible in relation to any third party for such injury or loss, that the seller is not liable in relation to the buyer according to the second paragraph in this point. The seller is not liable for any damages caused by the goods
a) To real estate or personal property if the damages occur when the goods are in the buyer’s possession, or
b) To products produced by the buyer or to products in which the buyer’s products are included, or for injury to real estate or personal property that these products cause because of the goods. Under no circumstances is the seller is liable for loss of production, loss of profit, or other economic consequential loss.
Should any third party demand compensation from the seller or the buyer for injury or loss as referred to in this point, the other party must be notified of this immediately.
The seller and the buyer are obligated to allow themselves to be summoned to the court or board of arbitration that is processing the demand for compensation against one of them, if the demand is based on damage or loss that is claimed to be caused by the delivered goods. The internal relationship between buyer and seller, however, will always be determined according to point 15.
14. GROUNDS OF DISCHARGE FROM LIABILITY (FORCE MAJEURE)
If fulfilment of the agreement is prevented or hindered by any circumstances such as war, actions by the authorities, riots, restrictions in energy supply, labour market unrest, prohibitions, restrictions, missing permits, accidents, unfavourable transportation or weather conditions, or failed deliveries from subcontractors that a party could not reasonably anticipate when the agreement was signed, and the consequences of which the party either could not reasonably avoid or overcome, the party will be exempt to an equivalent degree from the obligations in accordance with this agreement.
It is the responsibility of the party that wishes to refer to grounds of discharge from liability to notify the other party without delay in writing about the incidence thereof, as well as of its termination. If the grounds of discharge from liability should prevent the buyer from
fulfilling obligations, the buyer will reimburse the seller for the added expenses that the seller incurs in order to secure and safeguard the goods.
If fulfilment of the agreement is delayed by over six months because of grounds of discharge from liability as mentioned in the first paragraph, either party, without qualification of what is otherwise in effect in accordance with these terms, is entitled to terminate the agreement through written notification to the other party.
So far as the Seller delivers items according to drawings, models, samples or other supporting documents supplied by the Buyer, the Buyer takes over the liability that protected rights of third parties have not been damaged. If third parties, with reference to protected rights, do not permit the manufacturing and delivery of those types of items, The Seller is permitted – without being required to check the legal situation – to stop all further activities and to request damages when the Buyer is liable. In addition, the Buyer is responsible to immediately hold the Seller free from all claims of third parties in this connection.
Any dispute arising from this agreement will be judged in Seller’s country.
Such dispute in respect of this Agreement shall be settled in general court in Seller’s country.