<strong>2012</strong> price list General terms and conditions of delivery and payment § 1 Scope Our general terms of sale apply exclusively; we do not recognize any conditions to the contrary or in deviation of our terms of sale, unless we have explicitly agreed to their validity in writing. All agreements made between us and the buyer regarding the execution of the underlying agreement are recorded in writing in this agreement. § 2 Quotes and prices Our quotes are always subject to change and without obligation. Orders are only considered accepted following our written order confirmation. We reserve the right to change our prices appropriately if cost increases or reductions shall occur after the conclusion of this contract. We will present these to the buyer upon request. The buyer is entitled to withdraw if the price increases are verifiably in excess of the increase of the general cost of living. § 3 Execution of shipments Images and sketches on which the order is placed are not binding for the execution. We reserve the right to make relevant changes and improvements. The dimensions and weights stated are only approximate values. This does not apply if it has been explicitly agreed upon in writing that parts were made following the special drawings and instructions of the buyer. Excess or short weight within the scope of customary tolerances do not qualify for price reductions or complaints. We are entitled to carry out partial deliveries. § 4 Delivery time 1. The start of the delivery time stated by us requires the clarification of all technical questions. The adherence to our delivery commitment further requires the timely and proper fulfillment of the buyer’s obligation. The delivery term does not start before the production of all information, documents, permits, approvals to be provided by the buyer as well as all other requirements to be supplied by the buyer. 2. In the event of force majeure such as turmoil, measures within the context of labor disputes, in particular strike and lockout, we are entitled to postpone the delivery and shipment for the period of the interference plus an appropriate start-up time or, according to our choice to withdraw from the contract due to a part of it not yet being fulfilled. Any circumstances making the shipment significantly difficult for us are considered to be on the same level as force majeure, regardless of whether they incur in our own facilities or those of a sub-supplier. The buyer is entitled to ask us for a written explanation whether we wish to withdraw or deliver within an appropriate grace period. We are entitled to two-week’s notice upon receipt of the request for submitting a written explanation. Failure to submit such an explanation permits the buyer to withdraw from the contract to the extent where this has not been fulfilled yet. 3. If the buyer falls in default of acceptance or is guilty of violating other duties to cooperate, we are entitled to demand indemnification for the loss we incur. In the event of default of acceptance, the risk of accidental destruction or accidental deterioration of the object of the sale passes to the buyer. § 5 Payments 1. Our invoices are due within 30 days upon invoice date and delivery without any deductions. Exceeding the stipulated payment deadline will result in interest being charged on arrears in the amount of ten percentage points above the respective base interest rate starting on the due date. We reserve the right to enforce higher interest, verifiably paid by us and any additional damages. 2. If the buyer fails to fulfill his obligation to pay in due time or incompletely, all receivables existing at that time will become due immediately considering the incurrence of the interest stated above. In this case, we are entitled to withhold our services from entered agreements until the fulfillment of the entire due return service, or, following fixing an appropriate time limit, to refuse further contractual performance, to claim damages or withdraw from the contract. 3. If we become aware of any facts pointing out a decreased creditworthiness of the ordering party, we are entitled to ask for securities regarding the present or any future receivables. As long as we do not gain evidence of the elimination of such circumstances, all unfulfilled contracts shall be executed in our discretion against pre-payment or cash on delivery. The buyer is only entitled to retention or offsetting if their counter claims are undisputed or legally established. § 6 Packaging and shipment All shipments are made on the account and risk of the buyer, even in the case of carriagefree delivery. We have the right to choose the dispatch route, mode of transport and type of packaging. § 7 Notice of defect and warranty 1. The buyer must inspect the goods immediately upon receipt. Any notice of defect also with regard to shortages and mistaken deliveries are to be communicated to us in writing within one week upon detection. This also applies to defects which despite careful inspection cannot be detected at first. Any further processing is to be stopped immediately once a defect has been detected. We must be given the opportunity to determine the defect reported through a representative on-site. Any parts forming the subject of the complaint are to be returned to us upon request. If the goods are defective, we may decide in our own discretion to either eliminate the defect or to deliver a defect-free object. A requirement for our defect liability is the fact that the defect is not a negligible defect. If either one or both of the ways of subsequent performance are impossible or unreasonable, we are entitled to refuse said performance. – 120 – 2. The same applies if the buyer does not fulfill their payment obligation to us in an extent which corresponds to the defect free part of the service rendered. If the subsequent performance is not possible or if it should fail, the buyer may decide to either reduce the purchase price accordingly or to withdraw from the contract according to the statutory regulations. This applies in particular in the event of culpable delay or refusal of subsequent performance even if it should fail the second time in a row. The above regulations shall also apply regarding the delivery of another object or a lower quantity 3. We are liable according to the statutory regulations if the buyer claims damages which are based on intent and gross negligence. To the extent where we are not accused of intentional breach of contract, the liability for damages is limited to typical foreseeableoccurring damages. 4. We are liable according to the legal requirements to the extent where we are culpable of violating a material contractual obligation. In this case, however, the liability for damages is limited to the typical foreseeable occurring damage. The liability for tortuous injury to life, limb or health shall remain unaffected thereof. The same applies to mandatory liability according to the product liability law. Unless otherwise agreed herein above, liability is excluded. The statute of limitation for claims for defects is 12 months starting with the passage of risk. § 8 Retention of title 1. We reserve the right of retention of title of the object of sale until all payments of the business relationship are received. In the event of contract violating behavior of the customer, in particular regarding delayed payment, we are entitled to take back the object of sale. Following the withdrawal of the object of sale, we are entitled to its utilization. 2. The buyer is obligated to treat the object of sale with care. He is particularly obligated to sufficiently insure the object of sale at his own cost and in the replacement value. The customer must inform us immediately in the event of seizures or other third party interventions. 3. The buyer is entitled to resell the object of sale within the context of an ordinary business transaction He already now, however, assigns all claims in the amount of the invoice total including VAT of our receivables which they are entitled to claim from his buyers or third parties as a result of the resale, and regardless of the fact if the object of sale was sold without or after further processing. The buyer continues to remain entitled to collect this claim even after its assignment. Our right of collection of the claim ourselves shall remain unaffected hereof. Should the customer be in payment default or submit an application to institute insolvency proceedings, we have the right to demand that the customer reveal the assigned claims and their debtors, make all statements necessary for the collection, hand out the pertaining documents and inform the debtors (third parties) of the assignment. 4. If the object of sale is further processed, connected or inseparably mixed with another object not belonging to us, we acquire co-ownership of the new object in relation of the value of the object of sale to the other, processed objects at the time of processing. The object created as a consequence of further processing in any case is subject to the same conditions as objects of sale delivered with reservation. § 9 General regulations 1. Drawings, samples, models, cost estimates and the likes continue to fall under our property and copyright. Such documents must not be made available to any third parties without our explicit consent. All contractual partners of the buyer must be bound by contract accordingly. 2. Any orders involving the customer instructing us of certain features and properties especially with regard to engineering, are backed up by the customer ensuring that such instructions do not interfere with third party industrial property rights. In the event of use, the buyer keeps us indemnified against all claims in this respect. 3. All contracts between us and the buyer shall be exclusively subject to the laws of the Federal Republic of Germany and to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods (CISG). 4. Place of performance for all liabilities arising from this contract, in particular delivery and payment is our respective supplying plant. Exclusive legal venue, also for all actions related to checks and bills of exchange is Aschaffenburg, Germany. Düker GmbH & Co. KGaA Düker fittungs and valves
FiTTiNgS aNd valveS dRaiNage TeCHNOlOgY eNgiNeeRiNg glaSS liNiNg TeCHNOlOgieS JOBBiNg FOUNdRY 04.12 Subject to technical modifications and typing errors. düker gmbH & Co. Kgaa Hauptstraße 39 – 41 d-63846 laufach tel. +49 6093 87-0 Fax +49 6093 87-246 internet: www.dueker.de e-mail: info@dueker.de
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