General Conditions of Sale (Abroad)
1.0 General range of applicability
1.1 All export business transacted by us is exclusively governed by our GeneralConditions of Sale (Abroad) unless otherwise expressly stated in our offer or inour confirmation of the order; any amendments or supplements are bindingonly in so far as they have been indicated or confirmed expressly and in writingby us. General terms or conditions of a customer are binding only insofar asthey are confirmed expressly and in writing by us.Our General Conditions of Sale (Abroad) are also applicable, even if we carryout the delivery to the customer without any reservation and with theknowledge of a customers conflicting conditions or conditions that differ fromour General Conditions of Sale (Abroad).
1.2 Our General Conditions of Sale (Abroad) are only applicable with regard to therelationships with entrepreneurs / enterprises as defined in § 310 (1) BGB.
1.3 Our General Conditions of Sale (Abroad) are also applicable to all futurebusiness transactions with a customer.
2.0 Offer, type and scope of deliveries
2.1 Our offers are not binding unless otherwise expressly stated in writing by us.
2.2 Only our written confirmations are relevant for type and scope of the deliveries.
2.3 Technical conditions may cause differences from the ordered quantity by plus/minus 3%. These differences are taken into account in the invoice.
2.4 The quantities stated on the individual carton are approximate quantities. Thecontents of all cartons of a contract corresponds to the contractual quantitysubject to the differences as mentioned above in clause 2.3.
3.0 Prices
3.1 Our prices are calculated for 1.000 pieces, net and ex factory including ourusual packing.
3.2 Additional costs for special manners of packing, e.g. seaworthy packing, arecharged to the customer.
3.3 As far as German VAT shall become applicable for deliveries to be performedwithin Germany on requirement of the customer, we shall invoice the respectiveVAT in addition.
4.0 Terms of payment
4.1 Cash against documents or by irrevocable letter of credit against documentsissued by a German bank, without any discount.
4.2 Payments are to be made without any deduction and free of charge to theaddress of payment prescribed by us e. g. in the invoice.
4.3 Customer may set off only such claims as are undisputed or finally determined.
4.4 Without prejudice to any other claim in case of delayed payment we areentitled to charge interest on the amount outstanding, at least 4% per annumover the respective „Basic interest rate“ of the Deutsche Bundesbank.
5.0 Reservation of ownership
5.1 The products supplied remain our property until all debts owing to us or to becreated in the future and arising from the business connection with thecustomer have been paid in full.
5.2 As far as we reserve ownership the customer is only entitled to use ourproducts in the normal course of business and the products may not bepledged or given as security.In case the customer sells containers in which our products delivered to himhave been installed, the customer agrees to assign and assigns to us hisaccounts receivable from such sales as far as our accounts receivable fromhim are unsettled at that time.
5.3 Upon request of the customer we release at our discretion the securitiesaccruing to us insofar as the realizable value of our securities exceeds theclaims to be secured not only temporarily by more than 20%.
5.4 If the reservation of ownership in the form as mentioned in clauses 5.1 – 5.3 isnot effective under the law of the country of destination, the customer mustcooperate in establishing in our favour a similar security right complying withthe provisions of his country.
6.0 Delivery time and delay
6.1 Delivery times are only to be binding if they have agreed upon by us expresslyas binding delivery time.The delivery time has been adhered to if the consignment is ready for dispatchex works within the period agreed upon.
6.2 Adherence to the delivery time is subject to the order being completely clarifiedand all information to be submitted by the customer being received by us withindue time. The delivery time will be reasonably extended if any of the foregoingrequirements have not been complied with in due time.
6.3 If delay of delivery is caused by force majeure and the like including strike andlockout or by any other circumstances for which we are not responsible, thedelivery time shall be reasonably extended.
6.4 If the delivery time is exceeded for reasons other than those stated in clause6.2 / 6.3 above the customer may claim liquidated damages of 0.5% for eachcomplete week of delay up to an overall total of 5% of the value of the delayeddelivery resp. of the delayed part of delivery, but, however, provided thecustomer proves that he has suffered damages caused by such delay.Any other damage claims in cases of delay exceeding the margin of 5% asmentioned above are expressly excluded. This does not apply where in casesof intent or gross negligence our liability is stringently enforced by law. Theright of the customer to rescind the contract after an additional period of timegranted to us has ineffectively expired, remains unaffected.
7.0 Dispatch, transport insurance, transfer of risk
7.1 We only dispatch on express written request and on risk and account of thecustomer, such request has to be announced by the customer within one weekafter placing the order; the same is applicable with regard to transportinsurance.Dispatch and transport insurance are carefully carried out resp. chosen by usto the best of our knowledge, beyond that we are not liable for any delay,damage and the like.
7.2 The risk is passing to the customer whenever the consignment is ready fordispatch ex works. If the dispatch is delayed at the request of the customer orfor reasons within customer’s responsibility, the risk is passing to the customerfor such period of delay.
8.0 Inspections, warranty
8.1 Immediately, but at latest within 2 weeks after receipt of our products thecustomer has to inspect them. Furthermore the customer has to test on allprocessing stages of the designated production equipment a representativequantity of each delivery before using our products e.g. in series- resp. in massproduction for his own purposes.The customer has to give written notice immediately after the discovery of adefect, but not later than 1 year after readiness for dispatch of the respectivedelivery.
8.2 With their different specifications our products are only usable for thecorresponding specific spraying goods. Therefore we are not liable for anydefects, non-conformity, maladjustment, malfunctions and the like which mayarise out of or in connection with any other use of our products, unless wehave given expressly our prior written approval after having been informedabout the spraying good for which our products are be used.
8.3 During the warranty period of 1 year starting on readiness for dispatch of theproducts we are liable for any fault of our products in the way that we replacefree of charge the quantity of imperfect products, provided that the quantity ofimperfect products refers to at least 1% of the corresponding contract as wellas that the notices as mentioned in Clause 8.1 above have been given by thecustomer within due time.We are not liable for consequences of any inexpert handling or of repairscarried out by the customer or a third party.If we let expire an adequate extension of time as set by the customer withoutreplacing the defective products, the customer has the right to cancel thecontract or to claim a reduction of price.The provisions concerning periods of liability for defects under clauses 8.1 -8.3 do not apply where longer periods are stringently enforced by law.With regard to our liability in cases of warranty any further claims are excluded,especially claims for compensation of damages not affecting the productsthemselves. This is not applicable as far as we are liable in cases of intent orgross negligence, of guarantees or of slight negligence of breach of significantcontractual obligations in accordance with stringent provisions of law; the sameis applicable with regard to claims under the German Product Liability Act andother stringent provisions of law.
8.4 Return deliveries require our prior written consent without which no returndeliveries are accepted by us.
9.0 Advisory services
The services of our laboratories and of our customer service are only ofadvisory nature to the customers. They are carried out to the best of ourknowledge, but they are noncommittal recommendations. The customer is notdischarged of undertaking own tests and the like.
10.0 Limitation of liability
10.1 Unless expressly otherwise stipulated in these General Conditions of Sale(Abroad) we are only to be liable for customer’s damage if it is caused by intentor gross negligence by us, our employees or other persons appointed by us.This limitation of liability applies to all claims for damages irrespective of thelegal basis including but not limited to tort liability, positive breach of contractand breach of duties during the stage of contractual negotiations. With respectto the breach of significant contractual obligations we are also liable for slightnegligence, but only for the amount of foreseeable damages typical of suchcontracts.
10.2 The limitation of liability under clauses 8.3 and 10.1 does not apply to claimsbased on personal injury as well as to claims under the German Liability Actand to any other stringent provisions of law.
11.0 Data protection, applicable law, place of performance andjurisdiction
11.1 With regard to Data Processing we use and / or store data of the customer wereceive in connection with the business relationship only in compliance with theGerman Federal Data Protection Law; the customer agrees with such use andstorage for purposes in connection with the business relationship.
11.2 The contractual relationship and any transactions executed thereunder aregoverned by the laws of the Federal Republic of Germany, with the exceptionof the UN Convention on Contracts for the International Sale of Goods (CISG).
11.3 Place of performance for all obligations under the contract shall be Hochheim /Main, Germany.
11.4 Place of jurisdiction for any disputes shall be at the courts competent forHochheim / Main, but, however, we shall be entitled to bring an action at theplace of the head office of the customer.
11.5 If any provision of these General Conditions of Sale (Abroad) is invalid, thevalidity of the remaining provisions remains unaffected. The same applies inthe event that these Conditions of Sale (Abroad) are incomplete.
Aero Pump GmbH, Dr.-Ruben-Rausing-Straße 9, D – 65239 Hochheim
Status 08.02