General information
unless and until it receives instructions from us to the contrary. The Customer must immediately transfer any amounts collected by it to us if, to the extent that and as soon as our claims are due. 11.3 Pledges or the granting of security interests or any assignment of the Reserved Goods or the assigned claims are not permitted. The Customer must inform us immediately of any action by third parties affecting the Reserved Goods or the assigned claims. We agree to release the assigned claims in our sole discretion if they exceed the value of our claims to be secured by more than 20% and are derived from fully paid deliveries. 11.4 In the event of a breach of duty by the Customer, particularly in the case of default on payment, we are entitled to rescind the agreement in whole or in part and recover the Reserved Goods. The Customer has an obligation to deliver up the Reserved Goods. The declaration of recovery or the enforcement of the reservation of title or any seizure of the goods by us constitute a declaration of rescission from the agreement with respect to the Reserved Goods. 11.5 If, in the case of non-domestic sales, the reservation of title agreed under clause 11 is not permitted with the same effect as under German law, then we shall retain title to the goods until payment of all of our claims arising out of the contractual relationship formed through the sale of the goods. If the foregoing reservation of title is not permitted with the same effect as under German law either, but it is permissible to reserve other rights in respect of the goods, then we are authorised to exercise all of these rights. The Customer shall cooperate in all actions we may wish to take in order to protect our ownership interest or alternative right in the goods. 12. Return of Goods Any acceptance of a return of goods and any repayment of the purchase price relating to such goods shall be in our sole discretion and under the proviso that we are not legally obliged to do so. The following rules shall apply to any goods that are returned to us unless the goods are Returned Goods within the meaning of clause 6.3: a) Any goods that are returned must have been purchased within 4 weeks in the case of deliveries within the Federal Republic of Germany or within 8 weeks in the case of deliveries to customers situated in Europe or within 12 weeks in the case of deliveries to customers situated outside of Europe. The time limits commence running on the date that the goods have been delivered at the Customer and expire on the date of receipt of the returned goods. b) The provisions of clause 6.3 shall apply
accordingly to the acceptance, notification and labeling of goods that are returned to us. c) Only unopened and undamaged goods without additional stickers or labeling attached to them shall be accepted. We must be able to resell the goods. d) Any return of goods shall be at the Customer’s sole cost and risk. e) We shall also charge a handling fee equivalent to 20% of the value of the item returned subject to a minimum charge of EUR 20.00 per return. Such sums shall be deducted from an amount that is being reimbursed to the Customer. f) Custom-made products may not be returned. 13. Applicable Law and Judicial Forum 13.1 With the exception of conflict of law rules under private international law and the provisions of the UN Convention on Contracts for the International Sale of Goods (“UN-CISG”), the substantive law of the Federal Republic of Germany shall apply to all legal relationships with the Customer. 13.2 Sole place of jurisdiction for both parties regarding all legal disputes arising out of the relevant purchase contracts or in connection with the supply relationship, including bill of exchange matters, is our head offices. If we appear as the plaintiff, we are also entitled to bring an action before the court responsible for the Customer’s head office. 14. Moulds and tools Moulds and tools produced on behalf of the Customer, whether by us or sourced from third parties shall remain in our ownership and possession. At the start of the contract, the Customer shall pay the agreed mould and tool contribution which grants the right to exclusively be supplied from these moulds. At the end of the contract, or any other discontinuation of the project, no assignment or transfer of the moulds and tools will take place; they will remain our property of, and in our possession. In these cases, however, the Customer shall be entitled to demand that we scrap the moulds and tools at our own expense and provide evidence of the scrapping to the Customer. An obligation by us to store project-related moulds and tools shall end automatically at the end of the contract or project. If there is no written agreement to the contrary, a project shall be deemed to have ended after the expiry of a two-year period after our confirmation of the Customer’s last order. We shall ensure proper storage, handling and maintenance of the moulds and tools within the usual scope, during the term of the project. If the moulds or tools are destroyed or damaged due to improper storage, handling or maintenance by us then they shall be repaired or newly acquired at our expense. The same applies to loss, destruction or damage as a result of force
9. Non-binding Nature of Drawings, Diagrams, Measurements and Weights Drawings, diagrams, measurements and weights are approximate only, unless they are expressly stipulated to be binding. The Customer must guarantee that working drawings (construction diagrams) supplied by it do not infringe the Proprietary Rights of third parties. The Customer must hold us harmless in the event that rights of recourse are asserted by third parties. 10. Documents Documents supplied by us may not be copied or made available to third parties, or used for any purpose other than the agreed purpose. 11. Reservation of Title 11.1 We shall retain title to the goods until all of our claims, including claims arising in the future, are fully paid. The Customer may process and sell the goods in accordance with the following conditions: If the goods are further processed or remodelled by the Customer, then we shall be deemed the manufacturer within the meaning of § 950 BGB and shall acquire direct title to the intermediate or final products. As a precaution, the Customer hereby assigns and transfers the ownership of any new goods created by further processing or remodeling any goods delivered by us to us subject in each case only to the execution of the relevant purchase contract. In respect of such goods assigned and transferred to us, the Customer shall be merely the custodian or bailee of such goods. If the goods subject to the reservation of title (“Reserved Goods”) are mixed or processed with other property not belonging to us, then we shall acquire a co-ownership interest in the new item proportionate to the value of the Reserved Goods to the other property. 11.2 The goods may be sold only in the normal and ordinary course of business and only if claims deriving from their resale are not assigned to third parties beforehand. The Customer’s claims deriving from a resale of the Reserved Goods are hereby assigned to us subject only to the execution of the purchase agreement between us and the Customer, this assignment shall also include any right arising from the fact and to the extent that these goods are mixed or combined with other property. In such a case, the assigned claims shall serve as our security only up to the value of the Reserved Goods sold in each case. We will not collect on the assigned claims for as long as the Customer complies with its payment obligations. However, the Customer has an obligation to disclose to us the identity of the third party debtor at our request and to notify such debtor of the assignment. The Customer may collect on the claims resulting from sale of the Reserved Goods
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