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Terms & Conditions

Terms and Conditions


I
GENERAL

  1. We only sell and deliver on the basis of the following conditions. These apply to all our offers, consultations and other commercial endeavors. Conditions laid out by the purchaser/customer, which we do not expressly acknowledge acceptance of in writing are not binding for us. This also applies to any verbal agreements which require our written confirmation of acceptance before taking effect.

  2. Our Quotations are without obligation to supply and therefore without any binding effect. A contract to supply does not come into force and become binding on our part, until our written confirmation of order is issued.

  3. All molds, tooling and fixtures manufactured at our request or production of customer's product remain our property even if the customer has to pay tooling on a prorata basis.

  4. Excess delivery or minor delivery up to a balance of 10'% of the ordered quantity is customary in our trade and is permissible.

    Unless otherwise expressly agreed, we deliver F.O.B. warehouse Berlin, NJ. The risk always passes to the customer - also on cartage-paid delivery terms - when the object to be delivered is handed over at our warehouse to the forwarder.

II
DELIVERY AND TERMS FOR DELIVERY

  1. Times for delivery are estimate only, unless they have been expressly confirmed as fixed. Times of delivery begin with the date of our written order confirmation, but not before all details of the contract are completely clarified.

    Partial deliveries are permissible unless otherwise stated.

    Our delivery obligations are subject to being supplied with the goods correctly and in time from our production facilities.

  2. The terms of delivery shall be extended for the period of the hindrance in case of force majeure, labor disputes, in particular, strikes and lockouts and in the event of other unforeseeable occurrences beyond our control if such occurrences delay the production of the goods. We cannot be held liable for any breach of contract based on the aforementioned events, even if such events occur while we are in default of delivery.

  3. If the customer suffers damages because of a delay in delivery for which we can be held liable, the customer is not entitled to claim compensation. The right of the customer to rescind the contract after having granted an additional period of time of reasonable length is excluded. The exclusion of the compensation for damages caused by delay shall not apply in cases of intention or gross negligence by us or in other cases in which the liability cannot be excluded in General Conditions.

III.
PAYMENT CONDITIONS

  1. Unless otherwise agreed in writing, our invoices are payable within 30 days from the invoice date. If payment is effected within 10 days from the invoice date, the customer may deduct a discount of 2%. Such a deduction or discount is not accepted unless all due invoices are paid.

  2. If payment has not fully been effected within the set limit of 30 days from the invoice date, the buyer must pay interest at the rate of 1.5% per month. This does not affect our right to claim additional damages from the customer for the latter’s default. In the case of default in payment, we are authorized to rescind the contract or only to undertake further deliveries against prior payment or the sending up of a first class security.

  3. The customer shall not be entitled to withhold payment of or set off against any amount payable unless his counter claim is undisputed or has been decided in his favor by a court.

IV
RESERVATION OF OWNERSHIP

  1. The property in the goods delivered shall remain vested in ourselves and shall not pass to the customer until he has made payment in full of all sums due to ourselves under this or any other contracts between ourselves and the customer. Until then, the goods shall not be pledged nor transferred as security. The customer must immediately inform us in the event of attachment, impounding or other measures by third parties. The customer is liable for any costs or actions of intervention.

  2. So long as the property of the goods remains vested in ourselves, we shall be at liberty at any time to retake possession thereof and for that purpose to enter upon any premises of the customer. The customer shall insure the goods in the joint names of the customer and ourselves.

  3. If, prior to the passing of the property of the goods to the customer, he shall make any addition or alteration in the goods or process or incorporate in other goods, the ownership of the goods as added to, altered, processed or incorporated in shall remain ours.

  4. Should the customer dispose of the goods supplied, irrespective of their state, he assigns to us by acceptance of these conditions all proceeds, claims and ancillary rights he may obtain by reason of such disposal. The assignment is limited to the proportional amount, with precedence over all other rights of the respective claim which corresponds to the purchase price of the goods disposed of, payable when the buyer obtained them from us.

  5. The customer undertakes to inform his customers, upon our request, of the assignment and to give us the information and documents required to claim our rights against his customers The customer shall have authority until such authority is revoked by us to collect the resale price.

  6. The foregoing provisions of this clause shall not impede or affect the passing of the risk in the goods.

  7. In case the value of the securities supersedes our claims by more than 20% as a whole, we shall release securities at our discretion on customer's request.

  8. In case the goods delivered are in a country whose laws do not, or in a restricted way, allow reservation of property, then the customer is obliged to provide us with all securities permissible in the country where the goods are located. The customer is obliged to undertake and assist us in all measures, for example, registration, which are necessary for the valid agreement of the reservation of property and to secure these rights or other securities which are permissible in the respective country.

V
LIABILITY FOR DEFECTS

  1. Our technical consultations and quotations are worked out with utmost diligence taking into consideration the parameters and the circumstances known to us. All our recommendations for the use of the products are given to our best knowledge. But, we cannot give any guarantee for the suitability of the product for a specific application because of the variety of such applications. the different requirements and the individual conditions of the applications. This shall not apply in cases where we expressly guaranteed in writing the suitability of the products. In any case, the customer is obliged to scrutinize the suitability of the products for his proposed application himself. Technical modifications to improve the products are permissible.

  2. We shall be liable for defect including failure to achieve guaranteed quality standards as provided hereunder:

    1. The customer has to inspect the goods immediately after arrival at the place of destination. Claims on account of deficiencies and defects apparent on inspection can only be recognized by us when they are reported to us by letter or telefax immediately after arrival at the latest. Hidden defects are to be reported immediately, but within one week at the latest, after being discovered. Complaints are excluded after processing or incorporation of the goods, unless the defect became only recognizable by the processing or the incorporation. In case of alleged defects, the customer must, at out discretion, allow us to have the goods inspected by an independent expert. The customer must give us or our subcontractor the opportunity to inspect the identity of the goods in question and the alleged defects and immediately provide us with samples at our request.

    2. Claims are excluded if the processing of the goods or a mixture of the goods with goods of another origin are not immediately terminated after discovery of the defects.

    3. We shall replace such parts free of charge where the goods have become unserviceable or materially impaired in their serviceability. If we fail to remedy the defect within such reasonable period allowed by the customer or if performance of the remedy is impossible or refused by us, the customer may claim a reduction of price or annulment of the contract.

  3. Further claims by the customer against us are excluded, in particular, a claim for damages not arising from the goods themselves. This shall not apply in case of intention or gross negligence or in other cases in which an exclusion of liability in General Conditions is not permissible by the laws of the State of New Jersey.

VI
GENERAL LIABILITY

  1. Claims for damage or loss for reasons whatsoever against us or our representatives, in particular, claims for damages not arising from the goods themselves are excluded. This shall not apply in cases of intention or gross negligence or in other cases in which the exclusion of liability in General Conditions is not permissible by the laws of the State 01 New Jersey.

  2. In specific cases, where the liability cannot be excluded but be limited in the amount- this applies in cases of limitation of liability in these Conditions- the liability is limited to the damages proved but in maximum to our sales price of the goods, the delivery or non-delivery of which caused the claims.

VII
PLACE OF PERFORMANCE, PLACE OF JURISDICTION. LAW APPLICABLE

  1. Place of performance for delivery and payment is Berlin, NJ. USA.

  2. Place of jurisdiction, which is Berlin, NJ. USA, is entitled to institute legal proceedings in the court of law which has general jurisdiction over the customer's principle place of business at our direction.

  3. The contract between us and the customer shall be governed by the laws of the Slate of New Jersey.

  4. If one or more of the above mentioned conditions shall prove inapplicable or legally invalid, the application and the validity of the contract as a whole and of all other conditions are not affected.

 

   

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