General Sales and Delivery Condition
General Sales and Delivery Conditions – NHU EUROPE GmbH
1. USE AND VALIDITY
1.1 Any and all orders fulfilled by NHU EUROPE GmbH (Vendor) shall be in accordance with the following sales and delivery terms and conditions unless otherwise agreed in writing.
1.2 Special conditions specified by the Buyer in orders or other documents shall not have any bearing on the following terms and conditions unless Vendor has accepted such in writing.
2.1 A contract shall not be deemed to exist between Vendor and Buyer until such time as Vendor has forwarded an order confirmation. Any objections to the contents of the order confirmation shall be submitted in writing to Vendor no later than two working days after the date of issue of the order confirmation. Cancellation or amendment of an order can only become effective with Vendor´s written acceptance. Buyer shall compensate any costs or loss incurred by Vendor in the event of cancellation or amendment.
3.1 Vendor´s prices shall be exclusive the applicable VAT rate and other levies.
Any amendments to excise tariffs or other costs included in Vendor´s prices or that are supplementary to the same that may become applicable subsequent to issuing of the order confirmation or offer and that may have the effect of increasing Vendor´s price, shall be invoiced in addition to Vendor´s prices. Vendor reserves the right to amend prices in the event of price increases, strike, lockout or other circumstances beyond Vendor´s control
4.1 Payment falls due no less than 30 days after the invoice date unless otherwise agreed in writing.
4.2 Vendor reserves the right to amend the terms of payment should Buyer´s ability to pay become in doubt after the contract has been signed.
4.3 Should Buyer fail to pay the purchase price promptly, Vendor shall be entitled to apply interest in accordance with German Law.
4.4 Buyer shall not be entitled to withhold any element of the purchase price against any potential customer-claim concerning other orders and doing so shall be considered a serious breach of contract.
5. RETENTION OF TITLE
5.1 The product is delivered under retention of title and will remain until full payment of all claims from the business relationship in Vendor´s property.
6.1 Unless anything else is agreed all deliveries are free delivered (DDP).
6.2 Delivery times are stated as approximate and non-obligatory unless otherwise agreed and confirmed by Vendor in writing.
6.3 If necessary, Vendor shall be entitled to extend the contractual delivery date by up to 30 days calculated from the last day of the previously agreed contractual delivery date, on the proviso that Vendor advises Buyer of the extension prior to that date. In such instances Buyer shall not be entitled to claim breach of contract until such time as the extended delivery date has expired.6.4 Unless otherwise stated the delivery address shall be the Buyer´s own premises.
7. CHECKING THE CONSIGNMENT
7.1 Buyers shall immediately upon receipt of a delivery undertake the necessary checks to reveal and deficiencies.
8.1 Buyer shall inform Vendor in writing without unreasonable delay in the event of any deficiency is discovered or should have been discovered. The same shall apply in the event of any difference in quantity. The written notice shall include detailed specification of the deficiency.
8.2 Should Buyer fail to notify Vendor of a deficiency within the specified deadline, Vendor forfeits the right to make any further claims concerning the deficiency.
8.3 In the event of a claim, Buyer is not entitled to make use of the goods delivered or to return them to Vendor without written permission from the same. If Buyer has claimed deficiencies in a given consignment for which it transpires there is no deficiency for which Vendor is responsible for, Vendor shall be entitled to compensation for any cost the claim has incurred for Vendor,
8.4 Claims concerning invoicing shall be submitted in writing within 8 days of receipt of the invoice.
9.1 Vendor´s liability for deficiencies shall be limited to the goods delivered.
9.2 Vendor shall not be held liable for the suitability of goods delivered fort he intended use.
9.3 Vendor shall not be held liable for deficiencies or defects that are the result of incorrect handling, transport, storage or any other form of neglect in the possession of other parties than Vendor.
9.4 Vendor´s liability shall be limited to direct loss. Operating loss, loss of earnings and subsequent damages shall not be subject to compensation and no claim shall be exceed the value of the deficient goods.
9.5 Vendor shall not be held liable for deficiencies other than those defined under this item (Item 9). This limitation of Vendor´s liability shall not apply in the event of gross neglect from Vendor´s side.
9.6 Any overrun of the delivery date shall not be constitute a breach of contract.
9.7 In the event of a significant delay in delivery, Buyer shall however be entitled to demand that the contract be fulfilled by a new delivery date or cancel the order, but shall not be entitled to compensation.
10. FORCE MAJEURE
10.1 Neither of the parties to the contract shall be entitled to compensation or to terminate the contract in the event of a lack of fulfilment if the cause is force majeure.
10.2 Force majeure shall be deemed to arise in the event of one of the parties or its suppliers being unable to fulfil this contract or any associated contract as a result of war, civil war, riot, public restrictions, import or export ban, natural disasters, including but not limited to earthquakes, storms, extensive flooding, tornadoes, volcanic eruption, widespread industrial actions, fire or the like, unknown to or that could not have been foreseen by the parties to the contract at its inception or associated contracts.
11. PRODUCT LIABILITY
11.1 Vendor shall not be held liable for damage to fixed property or private belongings damaged by the goods supplied. Vendor shall only be liable for personal injury if it can be proved that the injury is the result of deficiency or neglect on the part of the Vendor.
11.2 Vendor shall not be held liable for indirect loss such as operating loss, loss of earnings or subsequent damages in general.
11.3 In the event of Vendor being held liable for product liability by a third party, Buyer shall indemnify Vendor to the same extent that Vendor´s liability is limited as defined above.
11.4 In the event of a third party making a compensation claim in accordance of the terms of this document that party shall undertake to immediately inform the other party.
12. GOVERNING LAW AND DISPUTES
12.1 Any disagreement or dispute between the parties concerning the interpretation and scope of the sales and delivery terms and conditions shall be settled by local court in Lueneburg under German Law.
12.2 The parties are mutually liable to submit to the jurisdiction of a court of arbitration court that considers compensation claims brought by a third party against one of them concerning product liability
General Sales and Delivery Conditions – NHU EUROPE GmbH – Status : 01 October, 2015