GT&CConditions for delivery and payment
1. General Terms
The following terms and conditions for delivery and payment shall govern all deliveries and services; for maintenance and repair orders only numbers 1, 2, 3, 7, 8, 9 and 10 apply. Unless the latter contain relevant arrangements, general law is applicable. Any deviating or additional arrangements – especially conflicting terms and conditions – require the express written consent of MACH Mess- und Regeltechnik.
2. Offer and Delivery
(1) Our written order confirmation is binding for the extent of delivery. Prior to confirmation our offer is non-binding. Subsidiary agreements and modifications need written confirmation by MACH Mess- und Regeltechnik in order to become effective. (2) Delivery and service deadlines are extended by the peroid that MACH Mess- und Regeltechnik is unable to fulfill the ordered services due to circumstances beyond the control of MACH Mess- und Regelservice. The same applies to third party deliveries and services beyond our control, belated or in discordance with the order. (3) MACH Mess- und Regeltechnik is entitled to provide partial services as far as this is reasonable for the client. (4) If the client is delayed with payment of an earlier delivery, MACH Mess- und Regeltechnik is entitled to hold back deliveries until the complete payment is received without being obliged to compensate the client for damages possibly ensuing thereof.
3. Prices and Payment
(1) Deliveries and services are provided at the prices and under the conditions of the written order confirmation. The prices given herein are binding. (2) The given prices are valid from the city of delivery. The Value Added Tax in force at the date of invoicing is added. Unless other arrangements are made, payment is due net invoice date without any deduction. MACH Mess- und Regeltechnik is entitled – in business dealings by the due date, otherwise upon delay of payment – to charge interest of 3 percent above the current bank rate of the German Federal Bank. (3) If the client takes only a part of the originally agreed quantity in on-call or scheduled purchases, MACH Mess und Regeltechnik is entitled to either charge the price valid for the given lot size or to deliver and charge the quantity left unretrieved at that time. (4) Offset, restraint or reduction of payments due to notices of defect or counter-claims are not permissible unless these counterclaims were ascertained legally valid and are indisputable.
4. Transfer of Risk and Acceptance
(1) As soon as the product is dispatched by MACH Mess- und Regeltechnik, the risk is transferred to the purchaser. (2) If dispatch is made impossible without fault of the vendor, the risk is transferred to the purchaser with the notification of the readiness for dispatch. (3) The vendor will only be insured against all cases of transport damage upon request; the ensuing costs will be charged to the vendor. (4) MACH Mess- und Regeltechnik checks the functions in the course of the final inspection; the acceptance shall be considered accomplished unless the purchaser files a written objection within 7 work days after delivery, precisely indicating the fault that has provoked the objection.
5. Property Reservation (1)
The delivered goods remain the property of MACH Mess- und Regeltechnik until complete payment of all present or future claims. (2) However, the client is entitled to resell goods delivered by MACH Mess- und Regeltechnik in the course of regular business dealings. By agreeing with these General Terms and Conditions the client transfers all claims against his customers to MACH in the amount of the sum we have charged for the rescue property. (3) Should the rescue property be processed or linked to other goods, MACH Mess- und Regeltechnik becomes co-owner in proportion of the rescue good’s invoice value to the sales value of the good resulting from the linking or processing. The resulting product is also classified as a rescue good. (4) If third parties access the rescue property, the purchaser is obliged to point out the property of MACH Mess- und Regeltechnik and has to inform MACH Mess- und Regeltechnik immediately. (5) Pawning and transfer of possession are inadmissible.
6. Export Control and Customs Processing
(1) In case of export the purchaser will comply with German export regulations and point out to his clients that German export regulations are applicable in case of export. (2) If deliveries are exported duty-free at request of the purchaser, the latter is liable to MACH Mess- und Regeltechnik for any subsequent demands of the customs administration.
7. Liability of Defects
To the exclusion of further claims we assume liability for deficiencies of delivery including the absence of explicitly warranted qualities in such manner as follows: (1) We shall either repair or replace all those parts free of charge that have proven unserviceable or the serviceableness of which have turned out to be significantly impaired within the defects liability period if any such failure is owing to reasons occurred before the date of the passing of the risk, particularly if attributable to imperfect construction, bad construction materials or a deficient make. The client must notify MACH Mess- und Regeltechnik of obvious deficiencies immediately, in writing, at the latest 5 days after receipt of the goods; all other deficiencies must be reported in writing immediately after discovery. If notices of defect related to visible deficiencies are not submitted in due course and time, the claims due to these deficiencies are forfeited. (2) If MACH Mess- und Regeltechnik has culpably missed adequate additional time for repair or substitue delivery without having remedied the deficiency, the client may demand cancellation (rescission) or reduction of remuneration. This also applies to other cases of failed repair or substitue delivery. (3) Guarantee is not granted if a cause for deficiency originates from the fact that a) the client has not indicated a deficiency according to clause 1 in due time and/or has not immediately given us the opportunity to remedy the deficiency or b) our products show signs of natural wear or damage, faults, malfunction and change of state caused by external influences (e.g. blow, bump, water, fire), inappropriate storage, treatment or placement, extraordinary climatic conditions, special conditions of receipt, operation conditions at the place of application or by force majeure or c) the manifest deficiencies are caused by construction faults or the choice of unsuitable material provided that the client himself stipulated the construction or the material, or d) the delivered goods have been changed by third parties or by the installment of parts of foreign origin unless the deficiency is not causally related with the change or e) operation, installation or treatment were not carried out by trained personnel according to the instructions. (4) Should the client reuse the delivery object he takes on the obligation to examine it with respect to its suitability for reuse.
8. Liability
(1) MACH Mess- und Regeltechnik is only liable for damage in the case of intent or gross negligence on the part of the company’s employees. (2) MACH Mess- und Regeltechnik is not liable for any faults caused the company’s providers. In this case the warranty claims of MACH Mess- und Regeltechnik against its providers can be transferred to the client.
9. Place of Fulfillment and Jurisdiction
(1) The contractual relationship is subject to German law. The conditions of the Uniform Law of Sales (ULIS), the Uniform Law on the Formation of Contracts for the International Sale of Goods (ULF) and the Vienna Convention on Contracts for the International Sale of Goods (CISG) are not applicable. (2) Exclusive venue for all present and future claims arising from business connections shall be the district court in charge at the company seat (Amtsgericht/Landgericht Kaiserslautern). (3) The same venue shall apply if the purchaser does not have a general venue in Germany, if the purchaser moves his residence or ordinary place of abode out of Germany after conclusion of the contract or if his residence or ordinary place of abode is not known at the time of commencement of action. (4) Partial ineffectiveness: If single clauses of the above mentioned terms should be void or ineffective, the rest of the General Terms and Conditions remains valid.
