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<strong>2012</strong> price list<br />
General terms and conditions of delivery and payment<br />
§ 1 Scope<br />
Our general terms of sale apply exclusively; we do not recognize any conditions to the contrary<br />
or in deviation of our terms of sale, unless we have explicitly agreed to their validity<br />
in writing. All agreements made between us and the buyer regarding the execution of the<br />
underlying agreement are recorded in writing in this agreement.<br />
§ 2 Quotes and prices<br />
Our quotes are always subject to change and without obligation. Orders are only considered<br />
accepted following our written order confirmation. We reserve the right to change<br />
our prices appropriately if cost increases or reductions shall occur after the conclusion<br />
of this contract. We will present these to the buyer upon request. The buyer is entitled<br />
to withdraw if the price increases are verifiably in excess of the increase of the general<br />
cost of living.<br />
§ 3 Execution of shipments<br />
Images and sketches on which the order is placed are not binding for the execution.<br />
We reserve the right to make relevant changes and improvements. The dimensions and<br />
weights stated are only approximate values. This does not apply if it has been explicitly<br />
agreed upon in writing that parts were made following the special drawings and instructions<br />
of the buyer. Excess or short weight within the scope of customary tolerances do not<br />
qualify for price reductions or complaints. We are entitled to carry out partial deliveries.<br />
§ 4 Delivery time<br />
1. The start of the delivery time stated by us requires the clarification of all technical questions.<br />
The adherence to our delivery commitment further requires the timely and proper<br />
fulfillment of the buyer’s obligation. The delivery term does not start before the production<br />
of all information, documents, permits, approvals to be provided by the buyer as well as all<br />
other requirements to be supplied by the buyer.<br />
2. In the event of force majeure such as turmoil, measures within the context of labor<br />
disputes, in particular strike and lockout, we are entitled to postpone the delivery and<br />
shipment for the period of the interference plus an appropriate start-up time or, according<br />
to our choice to withdraw from the contract due to a part of it not yet being fulfilled. Any<br />
circumstances making the shipment significantly difficult for us are considered to be on the<br />
same level as force majeure, regardless of whether they incur in our own facilities or those<br />
of a sub-supplier. The buyer is entitled to ask us for a written explanation whether we wish<br />
to withdraw or deliver within an appropriate grace period. We are entitled to two-week’s<br />
notice upon receipt of the request for submitting a written explanation. Failure to submit<br />
such an explanation permits the buyer to withdraw from the contract to the extent where<br />
this has not been fulfilled yet.<br />
3. If the buyer falls in default of acceptance or is guilty of violating other duties to cooperate,<br />
we are entitled to demand indemnification for the loss we incur. In the event of default of<br />
acceptance, the risk of accidental destruction or accidental deterioration of the object of<br />
the sale passes to the buyer.<br />
§ 5 Payments<br />
1. Our invoices are due within 30 days upon invoice date and delivery without any deductions.<br />
Exceeding the stipulated payment deadline will result in interest being charged on arrears<br />
in the amount of ten percentage points above the respective base interest rate starting on<br />
the due date. We reserve the right to enforce higher interest, verifiably paid by us and any<br />
additional damages.<br />
2. If the buyer fails to fulfill his obligation to pay in due time or incompletely, all receivables<br />
existing at that time will become due immediately considering the incurrence of the<br />
interest stated above. In this case, we are entitled to withhold our services from entered<br />
agreements until the fulfillment of the entire due return service, or, following fixing an<br />
appropriate time limit, to refuse further contractual performance, to claim damages or<br />
withdraw from the contract.<br />
3. If we become aware of any facts pointing out a decreased creditworthiness of the ordering<br />
party, we are entitled to ask for securities regarding the present or any future receivables.<br />
As long as we do not gain evidence of the elimination of such circumstances, all unfulfilled<br />
contracts shall be executed in our discretion against pre-payment or cash on delivery. The<br />
buyer is only entitled to retention or offsetting if their counter claims are undisputed or<br />
legally established.<br />
§ 6 Packaging and shipment<br />
All shipments are made on the account and risk of the buyer, even in the case of carriagefree<br />
delivery. We have the right to choose the dispatch route, mode of transport and type<br />
of packaging.<br />
§ 7 Notice of defect and warranty<br />
1. The buyer must inspect the goods immediately upon receipt. Any notice of defect also with<br />
regard to shortages and mistaken deliveries are to be communicated to us in writing within<br />
one week upon detection. This also applies to defects which despite careful inspection<br />
cannot be detected at first. Any further processing is to be stopped immediately once<br />
a defect has been detected. We must be given the opportunity to determine the defect<br />
reported through a representative on-site. Any parts forming the subject of the complaint<br />
are to be returned to us upon request. If the goods are defective, we may decide in our own<br />
discretion to either eliminate the defect or to deliver a defect-free object. A requirement for<br />
our defect liability is the fact that the defect is not a negligible defect. If either one or both<br />
of the ways of subsequent performance are impossible or unreasonable, we are entitled<br />
to refuse said performance.<br />
– 120 –<br />
2. The same applies if the buyer does not fulfill their payment obligation to us in an extent<br />
which corresponds to the defect free part of the service rendered. If the subsequent<br />
performance is not possible or if it should fail, the buyer may decide to either reduce the<br />
purchase price accordingly or to withdraw from the contract according to the statutory<br />
regulations. This applies in particular in the event of culpable delay or refusal of subsequent<br />
performance even if it should fail the second time in a row. The above regulations shall also<br />
apply regarding the delivery of another object or a lower quantity<br />
3. We are liable according to the statutory regulations if the buyer claims damages which<br />
are based on intent and gross negligence. To the extent where we are not accused of<br />
intentional breach of contract, the liability for damages is limited to typical foreseeableoccurring<br />
damages.<br />
4. We are liable according to the legal requirements to the extent where we are culpable of<br />
violating a material contractual obligation. In this case, however, the liability for damages<br />
is limited to the typical foreseeable occurring damage. The liability for tortuous injury to<br />
life, limb or health shall remain unaffected thereof. The same applies to mandatory liability<br />
according to the product liability law. Unless otherwise agreed herein above, liability is<br />
excluded. The statute of limitation for claims for defects is 12 months starting with the<br />
passage of risk.<br />
§ 8 Retention of title<br />
1. We reserve the right of retention of title of the object of sale until all payments of the business<br />
relationship are received. In the event of contract violating behavior of the customer,<br />
in particular regarding delayed payment, we are entitled to take back the object of sale.<br />
Following the withdrawal of the object of sale, we are entitled to its utilization.<br />
2. The buyer is obligated to treat the object of sale with care. He is particularly obligated<br />
to sufficiently insure the object of sale at his own cost and in the replacement value.<br />
The customer must inform us immediately in the event of seizures or other third party<br />
interventions.<br />
3. The buyer is entitled to resell the object of sale within the context of an ordinary business<br />
transaction He already now, however, assigns all claims in the amount of the invoice total<br />
including VAT of our receivables which they are entitled to claim from his buyers or third<br />
parties as a result of the resale, and regardless of the fact if the object of sale was sold<br />
without or after further processing. The buyer continues to remain entitled to collect this<br />
claim even after its assignment. Our right of collection of the claim ourselves shall remain<br />
unaffected hereof. Should the customer be in payment default or submit an application to<br />
institute insolvency proceedings, we have the right to demand that the customer reveal the<br />
assigned claims and their debtors, make all statements necessary for the collection, hand<br />
out the pertaining documents and inform the debtors (third parties) of the assignment.<br />
4. If the object of sale is further processed, connected or inseparably mixed with another<br />
object not belonging to us, we acquire co-ownership of the new object in relation of the<br />
value of the object of sale to the other, processed objects at the time of processing. The<br />
object created as a consequence of further processing in any case is subject to the same<br />
conditions as objects of sale delivered with reservation.<br />
§ 9 General regulations<br />
1. Drawings, samples, models, cost estimates and the likes continue to fall under our property<br />
and copyright. Such documents must not be made available to any third parties without<br />
our explicit consent. All contractual partners of the buyer must be bound by contract<br />
accordingly.<br />
2. Any orders involving the customer instructing us of certain features and properties especially<br />
with regard to engineering, are backed up by the customer ensuring that such instructions<br />
do not interfere with third party industrial property rights. In the event of use, the buyer<br />
keeps us indemnified against all claims in this respect.<br />
3. All contracts between us and the buyer shall be exclusively subject to the laws of the<br />
Federal Republic of Germany and to the exclusion of the Vienna Convention on Contracts<br />
for the International Sale of Goods (CISG).<br />
4. Place of performance for all liabilities arising from this contract, in particular delivery and<br />
payment is our respective supplying plant. Exclusive legal venue, also for all actions related<br />
to checks and bills of exchange is Aschaffenburg, Germany.<br />
Düker GmbH & Co. KGaA<br />
Düker fittungs and valves