General Terms and Conditions of Business Relating to Sales, Delivery and Services of A+A Diagnostics GmbH
Auf der Heide 15, D-37351 Dingelstädt, Federal Republic of Germany
- 1 General
- The conditions set out below apply to any and all offers and sales made by A+A Diagnostics
- Place of performance for both parties shall be Seller’s place of business. The extent of the supply shall be governed by both parties´ acceptance. Where no such acceptance is available such extent shall be governed by Seller’s written confirmation of order or, where no such confirmation has been given, by Purchaser’s written
- With respect to estimates of cost, drawings and other documents, Seller reserves his rights both of property and copyright. It shall not be permissible for such documents to be made accessible to Third Parties. When and if the order in question is not passed to Offerers then any and all drawings and other Documents submitted in connection with the offer shall be returned without delay on Offerer´s
- Oral sub agreements and ulterior modifications of contract shall have no force and effect unless confirmed in
- 2 Prices
Any and all prices are quoted ex factory or store excluding packing and turnover tax, if any. Any and all Costs of transport insurance, shipment, conveyance and customs as also any and all other incidentals shall be at Purchaser’s charge.
- 3 Reservation of title
The goods supplied shall remain Seller’s property until all Seller’s rightful claims and, in particular, until (s) have been satisfied ands made to the full. Until then, it shall not be permissible for such goods to be pledged, given in security or re-alienated without Seller’s written consent. Any and all costs incurred By possible intervention in the matter shall be borne by Purchaser.
- 4 Conditions of payment
- Any and all payments shall be made within 30 days from the billing date by transfer to the account indicated on the invoice without any deduction whatever.
- Payment orders, cheques and bills of exchange shall, under deduction of any and all collecting and discount charges incurred, be accepted exclusively pursuant to prior and special agreements and exclusively for the purposes of money transfer and not in lieu of performance. Neither negotiation nor prolongation of such instruments shall be construed to constitute performance.
- It shall not be permissible for Purchaser to set off anything against Seller’s claims or to exercise any right of retention unless the formers counterclaims is undisputed or the former avails of a valid title.
- 5 Term of delivery
- I. The term of delivery shall begin to run on the day when a written consent between Seller and Purchaser respect to the order is established. Compliance with the term of delivery shall be subject to a timely receipt of all documents to be made available by Purchaser, of the permits required and of the releases required as also to Purchaser’s strict observance of the payment conditions and of any and all other obligations agreed. When and if the above conditions are not fulfilled in time then the term of delivery shall be reasonable extended.
- II. The term of delivery shall be deemed to have been kept when the shipment has left Seller’s factory or store within the term of delivery agreed. When and if delivery is delayed by reasons Purchaser has to answer for then the term of delivery shall be deemed to have been kept upon despatch of the advice of readiness for despatch.
- III. When and if non-compliance with the terms of delivery can be proven to derive from mobilization, war, riots, strike or lockout in such parts of Seller’s establishment as are concerned with the execution of the order or by any other circumstances Seller does not have to answer for by general principles of Law then such term of delivery shall be reasonably extended.
- 6 Passage of risk
- Risk shall pass on to Purchaser when the shipment leaves the factory or store. Packing and despatch shall be provided for with the utmost care and to Seller’s best knowledge. When and if Purchaser so desires Seller shall, at Purchaser’s charge, ensure the shipment against damages caused by breakage, transport or fire.
- When and if despatch or delivery is delayed by Purchaser’s request then risk shall pass, as from the day of readiness for despatch and for the time of such delay, to Purchaser. However, Seller shall in such case, at Purchaser’s request and charge, effect such insurance as Purchaser desires.
- 7 Acceptance
- Of any and all objects delivered Purchaser shall accept delivery even if they give rise to slight complaints.
- Part deliveries shall be permitted.
- 8 Warranty of defects
Under exclusion of any and all further claims against Seller and/or his aids or assistants in performing and Executing the contract, Seller shall be liable for defects as follows:
- When supplying materials and equipment Seller engages to either repair or supply again, at his sole discretion, any and all such parts as can be proven to have become unfit for use or to have been severely affected in their usefulness inside six months by a cause dating from a time prior to the passage of risk. Any ascertainment of such defects shall be reported to Seller without delay.
- No warranty of defects shall apply to natural wear and tear or to damages produced subsequent to the passage of risk by no fault of Seller’s due to improper or negligent treatment, excessive stress, unsuitable operating materials and/or chemical, electrochemical or electric effects.
- Any modifications and/or repairs executed in an unsuitable manner by Purchaser or by Third Parties shall cancel Seller’s liability for consequences produced thereby
- Seller’s warranty shall extend exclusively to the costs of material and to normal labour costs. Purchaser shall be subject to the basic obligation of transferring, at his own costs, the defect object to Seller’s factory for repair or replacement. Where repairs have to be made in Purchaser’s preliminaries the latter shall bear the costs of labour, transport and lodging incurred by such elimination of defects in a different
- For repair work and spares Seller shall extend the same warranty as for the original object if supply which, however, shall not extend beyond the term of warranty applying to such original object of
- Purchaser shall have no claim of annulment or reduction unless Seller are incapable of elimination the defect. Purchaser shall fulfill his contractual obligations and, in particular, fulfill this conditions of payment as long as he raises no claim for defects of undoubtfull justification. However, even in such case it shall not be permissible for payments to be retained in excess of a sum reasonable proportionate to the importance of the defects incurred.
- In case Seller rejects claims for defects Purchaser’s right to raise claims for defects shall invariably lapse twelve months from the date when the claim was duly and properly raised. When and if, within such term, no agreement has been reached then it shall be possible for Seller and Purchaser to agree an extension of such
- No warranty shall be extended with respect to used
- In the case of objects purchased by Seller from other suppliers Seller’s warranty shall invariably be restricted to the warranty extended by such suppliers. It shall be possible for Purchaser to obtain, by request, the conditions of warranty of Seller’s suppliers with respect to the object in question.
- 9 Right of cancellation
- In as far as unforeseen events in the sense of Section 5 Paragraph 3 above modify, to a substantial extent, the economic importance of Seller’s performance or have a substantial effect on Seller’s operations Seller shall be entitled to cancel the contract. When and if Seller desires to avail himself of such right then he shall, upon proper recognition of the consequences of said events, communicate this to Purchaser without delay, even if to begin with, an extension of the term of delivery has been
- In case of non-compliance with the conditions of payment on the part of Purchaser Seller shall be entitled to cancel the contract without any further reasons at the end of 30 calendar days after the contractual date of payment
- It shall not be permissible for Purchaser to cancel the contract unless Seller does not respect an additional period legally set to them in a formal notice of
- 10 Court of jurisdiction
- Exclusive court of jurisdiction shall be for any and all disputes arising from the contractual relations, either directly or indirectly, the court of Mühlhausen / Germany
- All contractual relations shall be subject to German
- 11 Binding quality of the contract of sale
Even in case individual provisions of the contract of sale should prove legally ineffective said contract shall Continue to bind the contracting parties in its remaining points.