TERMS OF BUSINESS
1. General issues
The following terms and conditions apply to the whole of our business relationship with our customers. Ordering or acceptance of deliveries shall be viewed as acceptance of the terms and conditions. Differing conditions on the customer’s part shall not become part of the contract unless we expressly agree to them in writing, even if we do not expressly object to them.
2. Offers and delivery
Our offers are non-binding. The terms of delivery shall be extended adequately, if delivery is delayed for reasons caused by the customer or if any hindrance arises which is beyond our control, irrespective of whether it arises with us, the customer or a third party (such as e.g. force majeure, strike, official measures or difficulties with respect to purchasing, traffic or manufacturing etc.). If the customer defaults with respect to accepting a delivery we shall be entitled to calculate the goods and to put the delivery into storage at the cost and risk of the customer. The customer shall not be entitled to compensation for default or non-delivery unless we acted with intent or gross negligence. We reserve the right to over or under deliver by a maximum of 5 % of the total quantity ordered and confirmed. If the ordering party is in default with payment for a previous delivery, we shall be entitled to withhold deliveries without having to compensate for any possible damages caused by this. We reserve the right to make partial deliveries and to bill partially.
3. Prices and payment
Calculation shall be based on the prices valid on the day of delivery, in the absence of any other agreement, excluding current VAT. Prices, unless stated otherwise, do not include delivery or packaging. Additional costs which arise based on the contract such as freight, insurance, permits for export, passage, import, any other certificates and all kind of taxes, duties, fees and tariffs shall be charged to the customer. Costs for delivery and insurance shall be based on the respective offer. We expressly reserve the right to adjust prices quoted in offers or order confirmations to increased costs in production factors (wages, social security benefits, taxes, components, raw materials, facilities etc.). If the ordering party is in default of payment, the respective reference rate of the European Central Bank plus 3 %, at least, however, 8 % per annum shall be claimed as interest. Bills of exchange and cheques shall be accepted only as conditional payment and only after agreement, bills of exchange only without obligation with respect to protest and under the condition that they are eligible for discount and that any redemption fees shall be calculated from the due date stated on the invoice. The customer may only be entitled to withhold payment in connection with the same contract. The customer may only be entitled to set off counter claims which have been acknowledged by us or have been established as legally binding.
4. Retention of title
We shall retain title to the goods delivered until all our claims arising from the business relationship with our customer have been paid. This also applies to contingent claims. In the event of a combination, a mixing, a processing or a mixing together of the goods subject to retention of title with other goods not owned by us, we shall be entitled to co-ownership of the new goods based on the relationship between the invoiced value including VAT of the goods delivered by us and the goods they were mixed or processed with. The ordering party shall store the goods at its own cost. The customer may sell the goods subject to retention of title in the due course of business either against immediate payment or if he retains title, he may not otherwise dispose of the goods, whether through assignment of the goods as security or through the placing of the goods as collateral. The customer herewith assigns to us all claims arising from the resale of the goods subject to retention of title. The same applies to the resale of goods in our co-ownership. In this case the assignment shall cover the part of the resale price including VAT which corresponds to our portion of ownership to the goods. If the customer’s resale claims are entered into a customer account, the customer shall herewith assign to us its claims against its customer with respect to this account. The customer may collect any claims assigned to us until this right is revoked. The assignment of a claim or the use of a claim as collateral is not permitted without our agreement in writing. If the value of this security exceeds our claim by more than 20 %, we shall, if we so choose, release this part of the security on demand of the ordering party.
The customer shall inform us immediately in writing if third parties gain access to the goods subject to retention of title or to the claims assigned to us and shall support us in any way possible in our intervention. The customer shall preserve the goods delivered under retention of title at the customer’s cost for the duration of the retention of title and shall insure them against theft, damage, damage caused by fire, water or any other risks. We shall be entitled to register our retention of title in the appropriate register of retained titles.
5. Transfer of risk, packaging, dispatch
The risk of loss shall pass to the ordering party as soon as the goods leave our plants or our storage facility. The goods shall be packaged as requested by us and at the customer’s cost if no other agreement was made. The mode of forwarding, the means of transport and any safety measures may be determined by us. Transportation shall only be insured at the request and cost of the customer under a special agreement.
6. Guarantee, Liability
If the goods are defective, lack any guaranteed characteristics or become defective during the guarantee period, we shall have the choice to either deliver a replacement to repair the defect, and all other warranty claims by the customer shall be excluded. The discover of any defects must be reported immediately in writing, in the case of apparent defects no later than within ten days of acceptance the goods and in the case of latent defects immediately after they become apparent. The guarantee period shall begin to run upon delivery of the goods and shall amount to 12 months. Repair of delivered goods or delivery of replacement goods shall not delay or interrupt the original guarantee period. If repair or replacement fails, the customer may request at his choice either a reduction of the price or a cancellation of the contract. Additional liability, especially with respect to damage incurred on goods other than the delivered goods, is excluded. This does not apply if we are liable for personal or private damage under the Product Liability Act or due to the lack of a warranted characteristic, in the case of intent or gross negligence on our part or if we breach a contractual obligation essential to the performance of the purpose of the contract. If any reported defects turn out to be unfounded, the customer shall assume all costs arising from its claims. If the customer or a third party makes any changes, repairs or improvements on the delivered products, systems or machinery without our prior written consent, we shall be released from our guarantee obligations.
7. Marking of goods, patents, copyright
Any changes to our goods, any removal of our equipment numbers or signs as well as any special stamping, which is understood as copyright of the customer or a third party, or that creates the impression that the good is a special product, shall not be permitted, except goods, which are provided for further processing. If the good is produced and delivered according to specific customer specifications (according to drawings, drafts or other specific data), the customer shall guarantee that the specifications do not violate third party rights, especially patents, registered designs and any other protection or copy rights. The customer shall release us from any third party claims, arising from such a violation. The customer shall treat the contract and all documents related to the execution of the contract as strictly confidential. The customer shall take care that its employees do the same. The customer shall not be allowed to pass on to third parties any technical or business information which is related to the contract. These obligations shall continue after the contract has terminated. All plans, drafts, patterns, drawings, cost estimates and other technical documents are and shall remain our property. They shall not be reproduced or copied or be presented or made known to third parties or competitors in any way or be used for manufacturing a product or its components. If the offer does not lead to a contract the provided documents must be returned to us.
Should any one of these conditions be invalid for any reason, this shall not affect the validity of the remaining conditions.
9. Place of jurisdiction, applicable law, place of performance
The contractual relationship shall be governed by the law of Singapore only with the exception of International Private Law and the UN Convention on the International Sale of Goods. The agreed place of jurisdiction is Singapore. We shall also be allowed to file claims at the customer’s place of residence. The place of performance shall be Singapore.