DELIVERY CONDITIONS
Delivery Conditions:
1. Delivery is contingent upon availability of materials and absence of fires, accidents, etc. The indicated delivery dates will be adhered to as much as possible but are non-binding.
2. The prices are ex works Herrsching, without packing, unless explicitly noted otherwise. Delivery is at the risk of consignee. Credit for returned packing can only be given if and at the most in the amount indicated on the invoice.
3. Claims can only be considered within 14 days after receipt of the goods. If desired, the goods in question are to be returned to us free of costs. In the case of justified claims, we reserve the right to exchange or repair the goods. A reduction in price will not be granted in any case.
4. Claims for compensation due to defective, or delayed goods or non-delivery will be denied.
5. All goods delivered by us remain our property until the full outstanding amount as shown in the account is paid or until all outstanding liabilities are settled in our favor. This also applies when we arrange for payment of the purchase price by bill of exchange, promissory note or by similar instrument; the transfer of property in the goods occurs only when the purchaser fulfills all obligations arising out of the transaction. Receivables arising from the sale by the purchaser of the goods to a third party are considered to be assigned to us. If such goods are seized by a third party, the buyer is required to inform us immediately.
6. If not otherwise noted, our invoices are payable 30 days net. Postal and bank transfers or payment with bank drafts are considered to be cash payment on condition that such can and will be immediately cashed.
Acceptance of discountable bills of exchange remains at our discretion. Expenses on discounted bills and other expenses are at buyer's charge and are to be settled immediately in cash. Bills of exchange will be credited when they are honored.
Submission of bills of exchange is considered as payment only when acceptance by us is confirmed in writing.
Default of delayed payment occurs without further reminders on the date of maturity. We reserve the right to charge interest at the rate customary in the trade, at the least at the rate of bank interest charged to us.
7. We have the right to amend the conditions of payment stated in the order confirmation and to establish new conditions should circumstances become known to us that would make such action neccessary.
8. Place of fulfilment of delivery and of settlement is Herrsching and exclusive place of jurisdiction for all disputes is Herrsching, Federal Republic of Germany.
9. Buyer's delivery conditions, should they differ from those stated herein, are not binding on us, unless explicitly agreed upon by us in writing.
10. The technical descriptions in the order confirmation are non-binding should changes due to technical improvements occur prior to the delivery date.
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General Terms and Conditions of Purchase of HEINE Optotechnik GmbH & Co. KG
The following Terms and Conditions of Purchase only shall be valid:
1. Only orders submitted in writing shall be deemed legally binding by us. Any oral agreements made shall be valid only if they are confirmed in writing by us. Any terms and conditions of the vendor’s which differ from these General Terms and Conditions or which supplement these General Terms and Conditions shall not be binding with regard to us, even if we fail to object or if the vendor declares that he wishes to supply only according to his terms and conditions. The order shall be deemed accepted if within eight days there is no order acknowledgement made or prior notice given on the part of the vendor. The acceptance of the order according to terms and conditions of delivery which are in conflict with our Terms and Conditions of Purchase shall have no validity as a new offer, but instead shall constitute a valid recognition of the order placed in accordance with our Terms and Conditions of Purchase.
2. The delivery periods specified by us are an integral part of our order and are binding. The vendor shall be obliged to inform us in writing if circumstances arise or come to his knowledge which makes it impossible to deliver within the delivery period. If delivery periods are exceeded, we shall be entitled to cancel the order upon specification of an appropriate extension for completion of the delivery. We expressly reserve the right to assert claims for compensation due to non-fulfilment or inadequate fulfilment.
3. The price stipulated in the purchase order shall be binding. We must be informed without delay of any price changes arising between the purchase order and delivery. Such price changes require our approval in writing. In the event of such price changes, we shall be entitled to cancel the placed order. If the vendor experiences delays, we shall thus be entitled to demand a contract penalty of 0.5% of the purchase order value per started week, which however shall not exceed 5% of the purchase order value. We shall be able to demand the contract penalty, given that we reserve the right to do so, at the latest until the end of one month after acceptance of the last deliveries or services which were to be provided within the scope of the purchase order.
4. Quotations shall be made free of charge and shall not be binding for us. The vendor shall be obliged to treat confidentially any non-general and technical information and documentation of which he gains knowledge as a result of the business relationship. The vendor shall also be obliged to use such information and documentation exclusively for the purpose of completing the deliveries and services ordered. Any and all subcontractors must be made subject to these obligations accordingly. The vendor shall only be permitted to mention the name of our company or our brands in connection with submitting references or in case of publications if we have previously consented to such in writing. All illustrations, drawings, calculations, miscellaneous documentation and information must be kept strictly confidential. They may be disclosed to third parties only with our express consent. The obligation to maintain confidentiality shall remain in effect after completion of the orders.
5. The delivery includes freight paid to Herrsching and packaging unless other terms are expressly agreed upon.
6. The vendor’s invoice shall be recognised by us if within 21 days after receipt of the goods no written complaint has been made. We reserve the right, however, to also assert claims to rescission and reduction as well as compensation for damages incurred if the defects are not ascertained until the shipped goods are in regular use, as opposed to being detected during the standard acceptance process, or if the warranted quality specified in the quotations is not completely fulfilled.
The vendor must immediately inform us in writing about any changes in the type of composition of the processed materials or in the constructive design compared to similar deliveries or services provided up to this point. The changes require our consent in writing.
7. Unless other agreements are made, payment shall be within 14 days with a cash discount of 3% or net within 30 days after receipt of the invoice or the goods. We shall be entitled to offset and withhold in accordance with the applicable legislation.
8. We do not recognise any rights of title retention. The vendor shall not be entitled to cede his claims against us or have these claims collected by third parties without our written consent; this shall not apply in the case of a valid agreement concerning an extended right of title retention by the vendor.
9. If we provide the vendor with parts, we shall retain the right of title to such parts. Processing work or alterations shall be performed for us by the vendor. Our retention of title shall apply to the extent that the items lent to the vendor are processed into or altered to form a new item of property. In the event of combination or inseparable amalgamation with other items, the vendor shall obtain co-ownership of the new item proportional to the value which the items possessed at the time of such combination or amalgamation. The vendor shall hold the co-ownership on our behalf. In the case of damage or destruction of the goods provided by us, for which the vendor is responsible, we reserve all rights to claim compensation.
10. We reserve the property rights to all tools. The vendor shall be obliged to use the tools exclusively for the production of the goods ordered by us. The vendor shall be obliged to insure the tools belonging to us at their replacement value to provide coverage in the case of damage, loss and destruction. At the same time, the vendor cedes to us at this point in time all claims to compensation arising from this insurance. We herewith accept this cession. With regard to our tools, the vendor shall be obliged to promptly perform any required servicing and inspections as well as all maintenance and repair work at his own cost. He must immediately inform us of any breakdowns. If he fails to fulfil this obligation, for which is responsible, claims to compensation for damages shall be reserved.
11. The laws of the Federal Republic of Germany shall apply. The United Nations convention concerning agreements for the international sale of goods (CISG) shall not be applicable. The place of fulfilment for deliveries and payments shall be Herrsching, Germany. The place of jurisdiction shall be Munich, Germany. Should individual provisions in this agreement be or become invalid, such invalidity shall in no way affect the validity of the overall agreement in terms of its remaining provisions. The parties agree that loopholes are to be filled in consideration of non-mandatory provisions of law and in consideration of the purpose intended by the parties with this agreement.
