Röhm - Live centres face drivers NO.: 2269 - Page 65
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Textversion Röhm - Live centres face drivers Page 65
General Terms of Sale and Delivery 5. In case of breaches of duty by the buyer, in particular with default of payment we are entitled to cancellation and to take the goods back; the buyer is obliged to hand the goods over. The taking back of goods respectively the assertion of the reservation of title does not require any cancellation of the supplier; these acts or an attachment of the reserved goods by us shall not represent a cancellation of the contract unless we had explicitly declared this. 6. If the buyer has resold the object of purchase in the ordinary course of business then he shall hereby now already assign all claims to us in the amount of the final invoice amount (including value added tax) of our claim, to which he is entitled from the resale against his buyers or third parties, irrespective of whether the object of purchase has been resold without or after processing. The buyer shall also remain authorized to collect this claim after the assignment. Our authorization to collect the claim ourselves shall remain unaffected hereby. However, we undertake not to collect the claim as long as the buyer satisfies his payment obligations from the collected proceedings, is not in default of payment and in particular no application has been filed for the opening of insolvency proceedings or payments have been suspended. If this is however the case we can request that the buyer announces the assigned claims and their debtors to us, provides us all details which are necessary for the collection, hands over the associated documents and informs the debtors (third parties) of the assignment. 7. The processing or conversion of the object of purchase by the buyer is always carried out on our behalf. If the object of purchase is processed with other objects, which do not belong to us, then we shall acquire the co-ownership to the new object in the ratio of the value of the object of purchase (end invoice amount, including value added tax) to the other processed objects at the time of the processing. Incidentally, the same shall apply to the object produced by processing as to the object of purchase delivered under reservation. 8. If the object of purchase is inseparably mixed with other objects that do not belong to us then we shall acquire the co-ownership to the new object in the ratio of the value of the object of purchase (end invoice amount, including value added tax) to the other mixed objects at the time of the mixing. If the mixing is carried out to the extent that the object of the buyer is to be seen as the main object then it shall be deemed as agreed that the buyer assigns us the pro rata co-ownership. The buyer shall store the thus produced sole ownership or co-ownership on our behalf. § 8 Quality defects We shall be liable for quality defects as follows: 1. All those parts or services are to be subsequently improved free of charge at our choice, delivered or provided new, which – irrespective of the operating duration – feature a quality defect if this cause existed already at the time when the risk was passed. 2. Claims for quality defects shall become statute-barred in 12 months. The deadline will begin with the passing of the risk (Subclause 6). 3. The buyer has to report quality defects to us immediately in writing. 4. In case of reports of defects payments of the buyer may be withheld in a scope, which is in reasonable relation to the occurred quality defects. If the defect is unjustifiably reported we are entitled to request reimbursement of the expenses incurred to us by the buyer. 5. We are first of all always to be granted the opportunity for the subsequent fulfilment within a reasonable period of time. 6. If the subsequent fulfilment fails the buyer can – irrespective of possible claims for damages – cancel the contract or reduce the remuneration. The buyer can only request reimbursement for fruitless expenses if we are responsible for the defect owing to wilful intent or gross negligence. 7. Defects shall not exist with an only insignificant deviation from the agreed conditions, with an only insignificant impairment to the usability, with natural wear and tear or damages, which are caused after the risk has passed as a result of faulty or negligent treatment, excessive use, unsuitable operating equipment or owing to special external influences, which are not presumed according to the contract, as well as with software faults that cannot be reproduced. If improper changes or repair work is carried out by the buyer or by third parties then this and the thus incurred consequences shall not substantiate any defects either. The same shall apply if our stipulations concerning the handling and other instructions are not complied with and a proper maintenance is not carried out. 8. Claims of the buyer owing to the expenses, which are necessary for the purpose of the subsequent fulfilment, in particular transport, route, labour and material costs, are excluded if the expenses increase, because the object of the delivery has subsequently been taken to another location than the buyer’s branch unless the transportation corresponds with its use as intended. 9. Statutory claims for recourse of the buyer against us shall only exist to the extent that the buyer has not reached any agreements with its buyer that go beyond the statutory claims for defects. 10. Subclause 9 shall apply to claims for damages. Further or other than claims regulated in this Subclause or in Subclause 9 owing to a quality defect are excluded. § 9 Industrial property rights and copyrights, defects of title Insofar as not otherwise agreed, we are obliged to merely provide the delivery in the country of the place of delivery free of industrial property rights and copyrights of third parties (hereinafter property rights). Insofar as a third party asserts justified claims owing to the infringement of property rights due to deliveries provided by us and used as per contract against the buyer, we shall be liable towards the buyer as follows within the deadline determined in Subclause 8.2: 1. We will, at our choice and at our costs, either obtain a right of use for the deliveries concerned, change these so that the property right is not infringed, or exchange these. If this is not possible for us at reasonable conditions, the buyer shall be entitled to the statutory rights to cancellation or reduction. The buyer can only request reimbursement for fruitless expenses if we are responsible for wilful intent or gross negligence. Our obligation to pay compensation is oriented to Subclause 10. 2. The afore-mentioned obligations shall only exist if the buyer informs us immediately in writing about the claims asserted by third parties, does not recognise an infringement and we reserve the right to all defence measures and settlement negotiations. If the buyer discontinues the use of the delivery for reasons to minimise damages or for other important reasons he undertakes to inform the third party that the discontinuation of the use is not associated with a recognition of an infringement of a property right. 3. Claims of the buyer are excluded insofar as he is responsible for the infringement of property right. 4. Claims of the buyer are further excluded insofar as the infringement of property right is caused by special stipulations of the buyer, due to an application that is not foreseeable for us or by the fact that the delivery is changed by the buyer or is used together with products not delivered by us. 5. In the event of infringements of property rights the provisions of Subclauses 8.4, 8.5 and 8.9 shall apply accordingly to the claims of the buyer regulated in Subclause 13. 6. Further or other claims of the buyer against us or our vicarious agents owing to a defect of title than those regulated in this Subclause 9 are excluded. § 10 Joint and several liability 1. Claims of the buyer for damages – irrespective of the legal nature of the asserted claim – are excluded. 2. Excluded from this are: a) Damages owing to the breach of essential contractual obligations. Deemed as essential are such contractual obligations, the fulfilment of which makes the proper execution of the contract possible at all and on the compliance with which the contractual partner may as a rule rely and depend on. b) Damages from the injury to life, the body or the health if we are responsible for the breach of obligation. c) For other damages, which are due to a wilful or grossly negligent breach of duty, whereby our breach of duty is deemed equivalent to that of our legal representatives or vicarious agents. d) Liability according to the ProdHaftG [German Product Liability Act] 3. A change to the burden of proof for the disadvantage of the buyer is not associated with the afore-mentioned regulations. 4. Insofar as the liability for damages is excluded or limited against us, this shall also apply with regard to the personal liability for damages of our employees, our commercial agents and our vicarious agents. § 11 Obligations of the buyer to provide assistance 1. Assistance services of the buyer, which are explicitly or tacitly agreed within the framework of the contract, shall be carried out without a special remuneration unless explicitly otherwise agreed. 2. The buyer is obliged to inform us about all facts in time, from which it can be derived that goods and products in stock in our company, which we have made available with regard to the production capacities reported to us, cannot be used or not used in full. If residual stocks remain the buyer shall take over the stocks and the, if applicable incurred destruction costs in the event of a premature change to its material scheduling. This shall also apply to products, with which we had to order minimum quantities on the part of our suppliers if we have informed the customer hereof in advance. 3. The buyer guarantees that the products supplied by him for processing are suitable for this purpose. We are not obliged to examine the products supplied by the buyer for the condition and the suitability for the further processing. Within the framework of ongoing business relationships as well as if an object for processing has initially been inspected, tested and released, the buyer undertakes to inform us of each product change without request in writing. In the case of regular processing of objects the buyer is further obliged to examine the object that is to be processed by us for deviations and changes for each change to the production conditions and in his company, in particular with the exchange of tools, machines or with the introduction of new production processes and to notify us of such changes and modifications in writing. 4. We do not have to examine the instructions of our buyers, the material selection or other regulations, which are made by our buyer, for their accuracy. 5. Therefore, the buyer has to examine all instructions, which he issues as well as the quality of the materials stipulated or made available to us for the compliance with the statutory and technical regulations. 6. If the buyer is in default with regard to his obligation for provision or to provide assistance after a written warning we are entitled to the statutory rights. 7. Goods may in each case only be carried out with the explicit consent of the supplier. The return must be carried out carriage paid, by stating the order number and delivery date in the original packaging. The goods have to be in the original condition, thus in an undamaged condition. We will charge 20 % of the goods value, at least however EUR 50.00 plus the applicable rate of value added tax for the processing work relating to the return. The supplier reserves the right, against proof, to charge a higher volume of work to the orderer in an individual case; the orderer is at liberty to prove less damages. § 12 Place of performance and place of jurisdiction/miscellaneous 1. The place of performance and place of payment is the registered seat of our company in Sontheim/Brenz. 2. The law of the Federal Republic of Germany is to be exclusively applied to the contractual relationship. The application of the Convention of the United Nations of 11 April 1980 concerning Contracts for the International Sale of Goods (CISG „Law governing the sale of goods of Vienna“) is excluded. 3. With all disputes ensuing from the contractual relationship, if the orderer is a merchant, a legal entity under public law or a special fund under public law, the action is to be filed at the court that has jurisdiction for our headquarters. We are also entitled to file action at the headquarters of the orderer. 4. We store your data according to Section23 Federal Data Protection Act. RÖHM GmbH 89565 Sontheim (Germany) Status: October 2015
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The manufacturer is exclusively responsible for the content, price and article details of the products and offers presented in the catalogues. Subject to technical and optical changes by the manufacturer and errors excepted.
The manufacturer is exclusively responsible for the content, price and article details of the products and offers presented in the catalogues. Subject to technical and optical changes by the manufacturer and errors excepted.