1. The following terms of business shall apply for every order. Other terms of business shall only be binding for us if we recognize them in writing.
2. Orders and oral agreements require our written confirmation to be binding.
3. Our offers are subject to alteration, unless they are specifically declared binding. Statements of expected costs are not binding. The prices are to be understood ex works without packaging and transport.
4. We reserve the right to change prices proportionally if after closing an agreement the costs of materials, personnel and/or the rate of exchange change.
5. If an order is cancelled by the Orderer or Hirer, which requires our consent, Our actual costs but at least 25 % of the net order value shall be paid to us.
6. We reserve our exclusive rights and claims to any drafts, tracings, pictures, drawings, tables, circuit diagrams and any other production documents of our wares that may be sent or shown to any Orderer or potential Orderer. Such drafts, tracings, pictures, drawings, tables, circuit diagrams and any other production documents may not be given, shown to or otherwise brought to the knowledge of any third party without our express prior written consent. They are to be returned at any time if so requested by us.II. Delivery
1. We endeavor to meet delivery and performance dates; however, we are entitled to reasonably extend such deadlines, especially when there are delays such as for prior order clarification with the Customer as well as for such arising while processing an order.
Information on delivery dates refer to the shipment of the goods from the works or respectively to the reparedness to accept and are hence subject to alteration if nothing else is expressly written.
2. Force majeure and other events for which we are not at fault that may keep the order from being carried out smoothly and in particular a delay of our supplier’s deliveries, strikes, scarcity of energy or materials entitle us to extend the delivery or to rescind the agreement in whole or part without giving rise to claims on the part of the Customer. This shall also apply if said events occur at a time when we are already in default of delivery.
3. Partial deliveries shall be allowable for us at the terms of the entire order. Partial invoices are also possible.
4. For repair work we are also entitled to repair such defects as are not noticeable until after beginning work. Instead of repairing we may also deliver objects of equivalent value in exchange. Replaced parts will not be returned.
5. Without previously informing the Customer we are also entitled to have service or maintenance orders carried out by other firms.III. Shipping
1. Shipping is done at the customer’s expense and risk and, unless otherwise directed, transport insurance will only be closed at the Customer’s express wish and expense, except when at our discretion deemed essential. Even when transported by us, transport insurance may be necessary.
2. We assume no responsibility for the cheapest shipping.
3. We reserve the right to ship from another place in the Federal Republic of Germany by our choice and not from the place of fulfillment as defined in section XI.IV. Complaints, Defects, Acceptance
1. Complaints about incomplete or false shipments or recognizable defects must be reported in writing and without delay and within 15 days of receipt of the goods at the latest. Other defects are to be reported immediately upon discovery. When reporting defects their correction free of cost must also be requested.
2. If complaints or defects are not reported promptly warranty claims are excluded. For prompt reports we shall only be responsible for replacement or respectively for warranty as set out in section V.
3. Work performances and deliveries, as a matter of principle, require formal approval and have to be requested by the customer. The approval is considered to be carried out 10 days after completion, at the latest 3 days after bringing the owed performance/delivery into service.V. Warranty
1. We warrant all assured characteristics and a lack of defects corresponding to the respective state of technology. Changes in construction or design that we generally perform on goods before delivery shall not be deemed a cause for complaint.
2. The warranty period begins with dispatching the commodity by us and amounts to in principle 6 months - so far by legal Regulation of the FRG differently does not determine. Stranger certifications with shorter warranty period are of it excluded e.g. disk drives (warranty period 90 days), objectives, head wheels etc., to which the warranty periods of the suppliers apply. We do not take over a guarantee on using devices, if nothing different one is in writing agreed upon.
3. Kind of Warranty
a) The Warranty goes to our choice on repair or substitution of the complained of product or part. Replaced parts change into our property.
b) The complained of product is to be sent in for repair at us or to one of us for the respective product area recognized customer service place. The costs and of the back dispatch go debited to the customer. Transport insurance like III, 1
4. The warranty period begins with the shipment of goods and generally lasts 6 months. Goods produced by other suppliers are excepted from this and have a shorter period of warranty such as disc drives (warranty period 90 days), objectives, head wheels etc. for which the warranty periods of the producers shall apply. We assume no warranty for used equipment unless expressly agreed upon in writing.
5. Type of Warranty
a) The warranty includes either repair or replacement of the defective product as we choose. Replaced parts become our property,
b) The defective product is to be sent to us for repair or to a repair service shop in the area recognized by us. The transport costs to and from there shall be at the Customer’s expense. Transport insurance as in III,1.
6. There shall be no claim for cancellation or price reduction unless we are unable to repair the defect.
7. Warranty responsibility shall cease when the object delivered is changed by someone else or by the installation of parts of other origin unless the defect was not in any way caused by the change. It also ceases if installation and maintenance instructions are not followed.
8. Normal wear and tear and damage due to improper treatment is excluded from the warranty. Data security in any data storage is the customer’s responsibility. In particular we are not liable for changes in condition or function of our products due to improper storage or climatic or other influences. The warranty does not include such defects due to defective design or materials that the Customer has prescribed despite previously being warned against.
9. The period of warranty is not extended or renewed by repair or delivery of a replacement.
10. For difficulties resulting from the stipulations of business legal protection for resale or the use of our products or the goods sold by us, we reject responsibility and in particular claims for compensation.VI. Liability
1. We shall be liable for any damage hereunder caused by it intentionally or caused by its gross negligence.
2. In the event of simple negligence by the MWA, we shall be liable only for ordinary and foreseeable damage arising from the contract, and only to the extent that the MWA has breached material contractual obligations. Further, in the event of simple negligence by the MWA, we shall be liable for personal injury and/or health-related damage attributable to the MWA.
3. We shall not be liable for consequential damages and unforeseen damages (including consequential damages resulting from defective goods) as well as loss of profits in the event it has acted with simple negligence.
4. Any further liability of the MWA Nova is excluded.
5. To the extent that our liability is excluded or limited, such exclusion or limitation shall apply to any persons or entities employed by the MWA in the performance of its contractual obligations.
6. The limitations of liability delineated herein shall not apply to any legally prescribed strict liability, in particular any such strict liability arising from laws regarding guarantees or product warranties.VII. Export
1. The goods supplied by us may not be exported to other countries than the Common Market in an uninstalled state without our written permission.
2. In case of a violation of this, we are entitled to cancel current orders besides claiming damage compensation.VIII. Reservation of Title
1. We reserve title to the delivered goods until complete payment of all claims due to us from the business relationship regardless of legal basis.
2. The Customer is entitled to process our products or their connection with other products within the scope of his regular business. To secure our claims we gain joint title to the objects generated by processing our products with other products according to number 1 above which the customer transfers as a stipulation of purchase. The Customer will keep the objects subject to our joint title free of charge. The portion of the joint title corresponds to the value of our product in comparison with the value of the object arising from the processing.
3. Resale within the scope of regular business requires our written approval. If granted this approval becomes void in the event of cessation of payment on the part of customer. As a condition of sale the Customer transfers to us all claims arising to him including peripheral rights. The transferred rights serve as security for all claims defined under No. 1. The Customer is entitled to collect the transferred claims as long as we have not revoked this empowerment. The right to collect also expires without express revocation if the Customer ceases to make payments. At our request the Customer shall promptly inform us to whom the goods have been sold and which claims are still open from the sale as well as issue us a notarized statements of the transfer at his own expense.
4. The Customer shall not be entitled to any other disposition of the property under our reserved title or joint title or of the Claims transferred to us. The Customer shall immediately inform us of liens and other infringements of the objects under our sole or joint title.
5. We shall at any time be entitled to request hand-over of the goods belonging to us if the Customer falls in default of payment to us or if there is an essential worsening of liquidity. If we avail ourselves of this right our right to rescind the contract shall only be deemed as exercised if expressly so declared, except as compulsorily required by law.
6. If the value of the securities for us exceeds our claims by as total of more than 20 % we will at the Customer’s request waive such a corresponding share of the securities as we choose.
7. If the reservations of title as above No. 1 to 6 should be invalid in a foreign state the Customer is obligated to co-operate in all measures to achieve equivalent security for us as above in numbers 1 to 6, in particular to make any statement necessary.IX. Payments
1. Unless otherwise agreed upon the Orderer owes payment in Euro (EUR) for deliveries and services even if the invoices show amounts in foreign exchange. Foreign exchange in the form of transfers, cheques, bills of exchange etc. shall be credited to the amount in EUR we get for the amount of foreign exchange.
2. Payments are to be made according to the terms of payment agreed upon. Service invoices shall always be due immediately upon receipt. In the absence of specific agreements the opening of a certified divisible irrevocable documentary letter of credit shall be payable in EUR at a major bank in the Fed. Rep. Of Germany at least 90 days before the delivery date agreed upon and 30 days after order confirmation - depending upon the delivery time.
3. Payments will be credited against the oldest invoice due.
4. If the Customer is in default of payment or his solvency seriously worsens we may demand Immediate payment of all claims, even such as have been granted a longer period for payment. This shall also apply when we have accepted cheques or bills of exchange. Under such circumstances we demand advance payment or security for all current orders. Claims based on § 326 BGB remain in effect.
5. In case of default of payment and without preclusion of other rights we may claim interest to the amount of 5% above the respective discount rate of the German Federal Bank.X. Liability for Equipment Rentals
The hirer shall be liable according to the general terms for liability if the equipment is damaged or if he is otherwise in default of obligations. In particular the hirer shall return the equipment in the same condition as he received it. The hirer’s liability shall also cover peripheral damage like the costs of appraisal, loss of value, lost rental revenues etc.XI. Invoicing Rates, Law Applying, Court of venue
Clearance rates, expenses, etc. are to be inferred from the valid price lists.XII. Place of fulfillment, court of venue, applicable law.
1. Place of fulfillment and court of venue is Berlin, Federal Republic of Germany.
2. We shall also be entitled to enter litigation at the court which is competent for the seat of business of the Customer.
3. The law of the Federal Republic of Germany shall apply for the delivery and service relationship.