9. Payment

9.1 Conditions
The payment dates and conditions shall be determined by way of contract.  For the case of specific products, the Supplier may request a down payment of 30%, payable at the time the order is placed.
Payment dates agreed to by the Parties cannot be deferred for any reason that is not attributable to the Supplier, even if the event originating the relevant payment is deferred.
VAT shall be payable immediately upon delivery in accordance with the terms of Articles 256 II and 269 of the French Tax Code.

9.2 Terms
Down payments must always be paid in cash.
In accordance with Article L.441-6 of the French Commercial Code as resulting from the law of modernization of the economy No. 2008-776 dated August 4, 2008, known as LME, the payment date agreed between the parties to pay the outstanding amounts cannot exceed a 45-day period end-of-month or a 60-day period following the date of issue of the invoice.

Any clause or request for the purpose of setting or obtaining a payment date which exceeds this maximum period may be deemed to be abusive within the meaning of Article L.442-6 I 7 of the French Commercial Code as resulting from the law of modernization of the economy No 2008-776 dated August 4, 2008, and is liable in particular to a civil fine of up to two million Euros.
Payment dates agreed to contractually cannot be unilaterally challenged by the Customer on any pretext whatsoever, including in the event of litigation.  Advance payments shall be made without discounting unless specifically agreed otherwise. In the case of payment by way of trade note, acceptance must be given within seven days of the date the note is sent, which is the customary time period in accordance with the provisions contained in Article L511-15 of the French Commercial Code.

9.3 Late Payment
In accordance with Article L.441-6 Paragraph 12 of the French Commercial Code as resulting from the law of modernization of the economy No 2008-776 dated August 4, 2008, any late payments shall give rise to the application of late payment interest at the most recent refinancing rate of the Central European Bank, increased by ten percentage points.
Any delay in the payment of an installment shall, at the Supplier’s discretion, entail the immediate maturity of the contractual payment and all amounts owed shall become immediately due and payable.
In the event the Supplier exercises its rights under either of these provisions, this shall in no way deprive the Supplier from the right to implement the clause relating to its seller’s lien contained in Article 10.
In the event of late payment, the Supplier shall benefit from a right to retain ownership of the equipment in accordance with Article 2286 of the French Civil Code.

9.4 Change in the Customer’s situation
In the event the Customer’s situation is downgraded by a financial institution or ascertained by way of a significant payment delay or when the Customer’s financial position is significantly different from the data available to the Supplier, deliveries shall only be performed in consideration for effective payment.
In the event of sale, transfer, pledge or contribution to a company of the Customer’s business or a significant part of its assets or equipment, the Supplier reserves the right without giving prior notice to:
- notify the Customer of the immediate maturity of payments and consequently demand the immediate payment of all amounts owed on any account whatsoever,
- suspend all shipments,
- on the one hand, officially take note of termination of all of the current contracts and on the other hand, retain all installments received and parts in its possession until potential compensation has been set.
Invoices shall record the date and place of payment.

9.5 Prohibition of automatic debit notes
In accordance with Article L 442-6 I 8 of the French Commercial Code, all automatic debit or credit notes are prohibited.
Any automatic debit shall constitute an unpaid invoice and shall give rise to the application of the provisions contained in Article 9.3 governing late payment.
 

10. Seller’s Lien

In accordance with Articles 2367 et seq. of the French Civil Code, the supplier shall retain ownership of the products delivered until effective payment of the full price in principal and incidental expenses.  Default of payment on any due date whatsoever may entail a claim for the return of the equipment by the Supplier.
However, as of the date the equipment is made available, the Customer shall bear all liability for loss or damage to this equipment, as well as all liability for the damage the equipment may cause.
In the event this Seller’s Lien is implemented, the installments already paid shall be fully and finally vested in the Supplier as compensation, without prejudice to the Supplier’s right to obtain full compensation for the damages it has suffered. The Customer has no right to resell the equipment that has not been fully paid for without the Supplier’s agreement.

 

11. Intellectual Property - Confidentiality

11.1 Intellectual Property
All plans, studies, descriptions, technical documents and quotes remitted to the other Party are communicated within the framework of a loan for use whose outcome is the assessment and discussion of the Supplier’s commercial offer, followed by, in the event of an order, performance of the contract.  They may not be used by the other party for other purposes or communicated to third parties without the prior agreement of the Party owning these documents.
The Parties maintain all material and intellectual property rights to their documents that they may loan.  These documents must be returned upon first demand.

In addition, the Supplier’s studies, even if designed according to specifications and even if they lead to an improvement in the product’s usage value, remain the exclusive property of the Supplier and cannot be communicated, produced or copied without the Supplier’s written authorization.
Payment for studies in no way entails any transfer of any intellectual property rights whatsoever to the principal.  Any transfer of intellectual property rights must be covered under a written agreement.

The price of the equipment and/or the services does not include the transfer of intellectual property rights and the know-how behind those rights which remain the full property of the Supplier, including intellectual property rights to software, applications and specific developments performed pursuant to the contract.
There are no legal provisions that require the Supplier to remit the manufacturing plans to the Customer.
Prototypes supplied to the Customer shall remain strictly confidential.  They may not be communicated to third parties without the Supplier’s express authorization.

11.2 Confidentiality
The parties commit themselves on a reciprocal basis to a general obligation of confidentiality bearing on all verbal or written confidential information of any kind whatsoever and on any media whatsoever (reports on discussions, plans, exchange of computerized data, business activities, facilities, projects, know how, products, etc.) exchanged in connection with the preparation and the performance of the agreement except for that information generally known to the public or that becomes known to the public through other means than due to the fault or action of one of the Parties.

Consequently, the Parties hereby agree to:
  • keep totally secret all confidential information and in particular, to never disclose or communicate in any way whatsoever, directly or indirectly, all or part of such information to any person whatsoever, without the prior written consent of the other Party;
  • not to use all or part of the confidential information for purposes or for business other than the performance of the contract;
  • not to copy or imitate all or part of the confidential information.
The Parties agree to take all measures required in order to ensure that this confidentiality obligation is complied without throughout the entire duration of the contract and even after its expiration and further guarantee that all of their employees will comply with this obligation.  This obligation constitutes the obligation to achieve a certain result under French law (obligation de résultat).

The Parties represent and warrant that at the time the contract is entered into the contents of the contractual documents and their conditions of implementation do not make use of intellectual property rights or know-how owned by a third party.  They further warrant that they are free to dispose of them without violating a contractual or legal obligation.
The Parties mutually guarantee and hold each other harmless against all direct or indirect consequences of any legal action taken to incur their liability, in particular on the grounds of infringement of copyright or unfair competition.

12. Unforeseeable event and force majeure

12.1 Unforeseeable events
If an outside event that is beyond the control of the Parties occurs which compromises the balance of the contract to the point that it causes a prejudice to one of the Parties to perform its obligations, the Parties agree to negotiate in good faith to amend the contract.  The following events, inter alia, are referred to here:  change in the price of raw materials, change in customs duties, change in currency exchange rates, change in legislation.  If the Parties are unable to agree, they shall engage in conciliation with the Presiding Judge of the Commercial Court having jurisdiction who shall act as an arbitrator.

12.2 Force majeure
Neither Party to the contract may be held liable for delay or default to perform any of its obligations under the contract if such delay or default is the direct or indirect effect of a force majeure event, such as:
  • occurrence of a natural disaster,
  • earthquake, storm, fire, flood, etc.,
  • armed conflict, war, attacks,
  • labor conflicts, total or partial strike at the Supplier’s or Customer’s,
  • labor conflicts, total or partial strike at suppliers’, service providers’, transport companies, postal services, public services, etc.,
  • mandatory order by the public authorities (import prohibition, embargo),
  • operating accidents, breakdown of machinery, explosion,
  • default of a supplier.

Each Party shall immediately inform the other Party of any occurrence of a force majeure event it becomes aware of and that it believes is likely to impact the performance of the contract.
If the duration of the event preventing performance exceeds one month, the Parties must promptly meet to examine the future of the contract in good faith.

13. End of life for the equipments

For the products concerned by the contract and protected by the rules for electrical and electronical wastes (DEEE) targeted by the law n°2014-928 from August 19 2014 codified with the articles R 543-172 et following the Code of Environment, the Seller respects his obligations concerning Articles R543-195 and under sections of the Code of Environment and offer to his customers solutions for the management of the DEE (invidial or belonging to a Eco organization).

The Buyer has tu use the middles of the Seller when he wishes to give up the product or in the case to transmit this information to the next buyers of these products.

14. Warranty and liability

14.1 Warranty
The Supplier agrees to remedy any operating default originating from a defect in the manufacturing, the materials or the performance up to the limits contained in the following provisions.  The Supplier’s obligation does not apply in the event of a defect originating either from a design or implementation imposed by the Customer.

14.2 Duration and starting point of the warranty
This warranty commitment, unless specifically provided for otherwise, shall only apply to defects that become apparent during a period of 12 months or 3,600 hours, whichever occurs first (warranty period) as of  the date of delivery.
This duration is applicable to use in accordance with the information defined by the Parties.
The warranty is limited to the repair or replacement of parts acknowledged by the Supplier to be defective which are returned to the Supplier’s workshop at the Customer’s expense and risk.
Only the spare parts supplied, modified or revamped by the Supplier are covered by warranty and only throughout the warranty period covering the main equipment.

14.3 Customer’s Obligations
In order to claim the benefit of these provisions, the Customer must promptly inform the Supplier in writing of the defects it attributes to the equipment and supply all proof that such defects are real.  The Customer must facilitate access to the Supplier for the purpose of officially acknowledging such defects.

14.4 Liability
The Supplier’s liability is strictly limited to the obligations defined herein and with the exception of bodily injury or gross negligence, it is expressly agreed between the Parties that the Supplier may not be held liable for any compensation, including for intangible, consequential, non-consequential or indirect damages, including inter alia, loss of profits, operating losses, loss of earnings, third party claims, etc.

The Supplier’s liability shall be limited to direct tangible damages caused to the Customer, excluding all items built in or added on by the Customer and that result from a fault exclusively attributable to the Supplier in connection with the performance of the contract.

In any event, the Supplier’s civil liability cannot exceed the amount paid for the products delivered.
The Customer and its insurers waive all claims against the Supplier and its insurers for damages excluded under these General Conditions or under the contract.

14.5 Exclusions from warranty and liability
All warranty and liability are excluded for incidents related to force majeure events, or in the following cases, inter alia:
  • normal wear and tear of the products,
  • damage or accidents originating from negligence, supervision failure,
  • failure to comply with maintenance instructions for the products, with rules of the trade applicable to the Customer’s profession, with periodic inspections recommended by the Supplier or per regulation,
  • failure to comply with rules on safety and the environment applicable to the Customer,
  • Abnormal use of the products,
  • Lack of competence of users of the products.

Any intervention on the products by the Customer or a third party: modifications, repairs, addition of spare parts that are not original or that are revamped without the Supplier’s express agreement shall entail the exclusion of all liability and warranty for the products.

The warranty shall also cease to apply in the event the Customer fails to pay on one of the payment due dates provided for.

14.6 Compliance with Technical Directives
The Supplier shall ensure regulatory compliance of the products’ components (Low voltage Directive, electromagnetic compatibility, etc.). Any intervention on the products by the Customer or a third party not approved by the Supplier that may cause a change to the safety conditions shall entail cancellation of the EC Declaration of Conformity remitted by the Supplier.  The replacement of a part having an impact on safety, by a part that is not original, shall also entail cancellation of said Declaration.

15. Disputes

These General Conditions and the contracts related hereto shall be governed by French law.
In the event of export, they shall be governed by the 1980 United Nations Convention on the International sale of goods, known as the Vienna Convention, supplemented by French law.
The Parties agree to attempt to settle their disputes on an amicable basis before laying the case before the court having jurisdiction.
If the Parties are unable to reach an amicable agreement, any dispute or litigation related to the contract shall be subject to the exclusive jurisdiction of the courts competent in the jurisdiction where the Supplier’s head office is located, even in the event of an impleader or multiple defendants.
 

I. General Information

  1. All deliveries and services are based on these terms and conditions and any separate contractual agreements. Deviating terms and conditions of purchase of the buyer shall not become part of the contract even upon acceptance of the order. In the absence of a special agreement, a contract is concluded with the supplier's written order confirmation.
     
  2. The supplier reserves the right to retain samples, cost estimates, drawings and the like, information whether of physical or non-physical nature - also in electronic form - property rights and copyrights; they may not be made accessible to third parties. The Supplier undertakes to make information and documents designated as confidential by the Purchaser available to third parties only with the Purchaser's consent.
     
  3. Samples are only supplied against payment.
     
  4. Verbal collateral agreements do not exist.

II. Price and payment

  1. In the absence of a special agreement, the prices apply ex works including loading in the factory, but excluding packaging and unloading. The sales tax in the respective statutory amount is added to the prices.
     
  2. In the absence of a special agreement, payment is to be made immediately after delivery and without any deduction to the Supplier's account. The respective delivery quantity is charged.
     
  3. The Purchaser is only entitled to withhold payments insofar as his counterclaims are undisputed or have been legally established.
     
  4. The Purchaser's right to offset counterclaims from other legal relationships only applies to the extent that they are undisputed or have been legally established.

III. Delivery time, delays in delivery

  1. The delivery time results from the agreements of the contracting parties. Their compliance by the Supplier presupposes that all commercial and technical questions between the contracting parties have been resolved and that the Purchaser has met all his obligations, e.g. has provided the required official certificates or permits or has made an advanced payment. If this is not the case, the delivery time will be extended accordingly. This does not apply if the Supplier is responsible for the delay.
     
  2. Compliance with the delivery time is subject to correct and timely delivery. The Supplier will report any anticipated delays as soon as possible.
     
  3. The delivery time is met if the delivery item has left the Supplier's factory by the end of its expiry or readiness for dispatch has been reported. If an acceptance has to take place, – the acceptance date is decisive, except in the case of justified refusal – of acceptance; alternatively, the notification of readiness for acceptance. 
     
  4. If the dispatch or the acceptance of the delivery item is delayed for reasons for which the Purchaser is responsible, he will be charged the costs incurred due to the delay, starting with one month after notification of the dispatch or acceptance. If the dispatch is delayed at the request of the Purchaser, the Supplier is entitled to otherwise dispose of the delivery item after the setting and fruitless expiry of a reasonable period and to supply the Purchaser with a reasonably extended period.
     
  5. If the non-compliance with the delivery time is due to force majeure, industrial disputes or other events that are beyond the influence of the Supplier, the delivery time will be extended accordingly. The Supplier will inform the Purchaser of the start and end of such circumstances as soon as possible.
     
  6. The Purchaser can withdraw from the contract without setting a deadline if the Supplier is unable to perform the entire service before the transfer of risk. The Purchaser can also withdraw from the contract if it is impossible to carry out part of the delivery when placing an order and if he has a legitimate interest in rejecting the partial delivery. If this is not the case, the Purchaser has to pay the contractual price for the partial delivery. The same applies in case of inability of the Supplier to perform. Otherwise, Section VIII.2. applies. If the impossibility or inability occurs during the delay in acceptance or if the Purchaser is solely or largely responsible for these circumstances, he remains obligated to provide service in kind. 
     
  7. If the Supplier is in arrears and the Purchaser suffers damage thereof, he is entitled to demand a flat-rate compensation for delay. The compensation amounts to 0.5% for each full week of the delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used in time or in accordance with the contract due to the delay. If the Purchaser sets the Supplier a reasonable deadline for performance, taking into account the statutory exceptional cases after the due date and the deadline is not met, the Purchaser is entitled to withdraw from the contract within the framework of the statutory provisions. At the request of the Supplier, the Purchaser agrees to declare within a reasonable period whether he is exercising his right of withdrawal. Further claims from delayed delivery are determined exclusively in accordance with Section VII.2 of these terms and conditions. 2 of these conditions.

IV. Transfer of risk, acceptance

  1. The risk passes to the Purchaser when the delivery item has left the factory, even if partial deliveries are made or the Supplier performs other services, If an acceptance has to take place, this is decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the Supplier's notification of readiness for acceptance. The Purchaser may not refuse acceptance if there is an insignificant defect.
     
  2. If the shipment or acceptance is delayed or omitted as a result of circumstances that are not attributable to the Supplier, the risk is transferred to the Purchaser as of the day of notification of readiness for shipment or acceptance. The Supplier agrees to take out the insurance that the Purchaser requires at the Purchaser's expense.
     
  3. Partial deliveries are permitted insofar as this is reasonable for the Purchaser.

V. Retention of title

  1. The Supplier retains ownership of the delivery item until all claims of the Supplier against the Purchaser from the business relationship, including future claims, as well as from contracts concluded at the same time or later, have been settled. This also applies if individual or all claims of the Supplier have been included in a current invoice and the balance has been drawn and recognised. If the Purchaser behaves contrary to the contract, in particular in the event of late payment, the Supplier is entitled to take back the delivery item after a reminder and the Purchaser is obligated to surrender the same. Due to the retention of title, the Supplier can only demand the delivery item if he has withdrawn from the contract. In the event of seizures or other interventions by third parties, the Purchaser must immediately notify the Supplier.
     
  2. The Purchaser is entitled to resell the delivery item in the ordinary course of business. However, he already assigns to the Supplier all claims that arise from the resale against the Purchaser or against third parties. The Purchaser is authorised to collect these claims even after the assignment. The Supplier's authority to collect the claims itself remains unaffected. The Supplier can then request that the Purchaser notify him of the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the debtors of the assignment, unless the Supplier has already done so. If the delivery item is resold together with other goods that do not belong to the Supplier, the Purchaser's claim against the buyer in the amount of the delivery price agreed between the Supplier and the Purchaser is deemed to have been assigned.
    • the buyer defaults on his payment obligations to the supplier or
    • it is revoked, or
    • an application for the opening of insolvency proceedings has been filed.
       
  3. The Purchaser may neither pledge the delivery item nor assign it as security.
     
  4. The Supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damages at the expense of the Purchaser, unless the Purchaser has demonstrably taken out the insurance himself.
     
  5. If an alternate liability on the part of the Supplier is established in connection with the payment of the purchase price by the Purchaser, the retention of title, including its agreed special forms, or other collaterals agreed to secure payment will not expire not before the Purchaser redeems the change as a drawee.

VI. Claims for defects

The Supplier shall be liable for material and legal defects in the delivery, excluding further claims, subject to Section VII as follows:

Defects

  1. At the Supplier's discretion, all those parts are to be repaired or replaced free of defects, which turn out to be defective due to a circumstance prior to the transfer of risk.
    The Supplier must be notified of such defects immediately in writing. Replaced parts become the property of the Supplier.
     
  2. In order to carry out all subsequent repairs and replacement deliveries that the Supplier deems necessary, the Purchaser must grant the Supplier the necessary time and opportunity after having informed the Supplier; otherwise the Supplier is released from liability for the resulting consequences. The Purchaser is entitled to have the defect remedied by himself or through a third party and to demand reimbursement from the Supplier for the necessary expenses only in urgent cases where operational safety is endangered or to prevent disproportionate damage, whereby the Supplier must be informed immediately.
     
  3. If the complaint proves to be justified, the supplier shall bear the expenses necessary for the purpose of subsequent performance, provided that this does not result in a disproportionate burden on the supplier. Insofar as the expenses increase due to the fact that the buyer has taken the object of purchase to a place other than the place of performance after delivery, any additional costs incurred as a result shall be borne by the buyer. When selling a newly manufactured item, the supplier shall also reimburse the expenses incurred by the buyer within the scope of his legal obligations within the scope of recourse claims in the supply chain.
     
  4. Within the framework of the statutory provisions, the buyer has the right to withdraw from the contract if the supplier - taking into account the statutory exceptions - allows a reasonable period of time set for him for the repair or replacement delivery due to a material defect to expire. If there is only an insignificant defect, the buyer is only entitled to a reduction of the contract price. The right to reduce the contract price shall otherwise be excluded.
  5. Further claims shall be determined exclusively in accordance with Section VII.2 of these terms and conditions.
     
  6. No liability is assumed in the following cases in particular:
    Unsuitable or improper use, faulty installation or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable equipment, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences unless they are the responsibility of the Supplier.
    The Supplier is only liable for defects in the material supplied by the Purchaser, if he should have recognised the defects when using professional care. In the case of production according to the Purchaser's drawing, the Supplier is only liable for the execution according to the drawing.
    1. If special tools are ordered, the order quantity may be exceeded or undercut by 10%, but at least by 2 pieces.
       
  7. If the Purchaser or a third party makes improper improvements, the Supplier is not liable for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the Supplier.

Defects in title

  1. If the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, the Supplier shall, at its own expense, generally procure the right of further use for the Purchaser or modify the delivery item in a manner reasonable for the Purchaser in such a way that the infringement no longer exists.
    If this is not possible at economically reasonable conditions or within a reasonable period of time, the buyer is entitled to withdraw from the contract. The supplier is also entitled to withdraw from the contract under the aforementioned conditions.
    In addition, the Supplier shall indemnify the Purchaser against undisputed or legally established claims of the relevant owners of property rights.
     
  2. Subject to Section VII.2, the obligations of the supplier mentioned in Section VI.8. are final in the event of copyright infringement.
    They shall only exist, if
    • the customer informs the supplier immediately of asserted infringements of property rights or copyrights,
    • he buyer supports the supplier to a reasonable extent in defending the asserted claims or enables the supplier to carry out the modification measures according to section VI.8,
    • the supplier reserves the right to all defensive measures including out-of-court settlements,
    • the defect of title is not based on an instruction of the buyer and
    • the infringement of rights was not caused by the fact that the buyer has arbitrarily modified the delivery item or used it in a manner not in accordance with the contract.
       
  3. The customer assumes sole responsibility for the documents to be provided by him, such as drawings, gauges, samples or the like. The customer shall be responsible for ensuring that any design drawings submitted by him do not infringe the property rights of third parties. The supplier is not obliged to check with the customer whether any property rights of third parties are infringed by the submission of offers based on the execution sent to him. If, nevertheless, a liability of the supplier results from facts substantiating the claim, the customer shall indemnify the supplier.

VII. Liability of the supplier, exclusion of liability

  • If the delivery item cannot be used by the customer in accordance with the contract as a result of the supplier's culpably omitted or faulty suggestions or advice made before or after conclusion of the contract or as a result of the culpable breach of other contractual secondary obligations - in particular instructions for the operation and maintenance of the delivery item - the provisions of sections VI and VII.2 shall apply to the exclusion of further claims by the customer.

  • The supplier shall only be liable - for whatever legal reasons - for damage that has not occurred to the delivery item itself - only
    • in case of intent and gross negligence,
    • culpable injury to life, body, health,
    • in the case of defects which he has fraudulently concealed,
    • as part of a guarantee commitment,
    • in the case of defects in the delivery item, insofar as liability exists under the Production Liability Act for personal injury or property damage to privately used items.

    In the event of culpable violation of essential contractual obligations, the supplier is also liable for gross negligence of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract.
    Further claims are excluded.

VIII. Period of limitation

All claims of the buyer - on whatever legal grounds - shall become statute-barred after 12 months; this shall also apply to the statute of limitations for recourse claims in the supply chain in accordance with § 445 b (1) BGB, provided that the last contract in this supply chain is not a purchase of consumer goods. The suspension of the statute of limitations under § 445 b para. 2 BGB remains unaffected. The statutory periods shall apply to claims for damages in accordance with Section VII.2. a-c and e. They shall also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused defects.
 

IX. Use of software

If software is included in the scope of delivery, the Purchaser shall be granted a non-exclusive and non-transferable right to use the software delivered including its documentation.
It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
The buyer may only copy, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. UrhG) The customer undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without the express prior consent of the supplier.
All other rights to the software and the documentation including the copies remain with the supplier or the software supplier. The granting of sublicenses is not permitted.
 

Applicable law, place of jurisdiction

  • The law of the Federal Republic of Germany applies exclusively to all legal relationships between the Supplier and the Purchaser.

  • The place of jurisdiction is the competent court for the registered office of the Supplier. However, the Supplier is entitled to file suit at the Purchaser's registered office.

Special conditions for processing contracts, completion, reconditioning, reworking or restoration of tools.

In addition to or deviating from the delivery conditions, the following applies to processing contracts:
  • The operator assumes no liability for the behaviour of the material sent to the processor. His right to remuneration remains unaffected.

  • If the material becomes unusable during processing due to the fault of the processor, his entitlement to remuneration lapses.
    The Purchaser's claim for damages is based on Section VII.2 of the Terms of Delivery.