Textiltechnik-Zieseniss

§ 1 Offer and finalization of order

1. Offers always are without obligations, unless terminable orders require a written confirmation to be valid, whose content is prevailing for the contract. Verbal agreements or agreements by phone as well as agreements with representatives will become valid only after having fiven a written confirmation.

§ 7 Liability for defects

1. For a period of 6 month from the date of delivery the supplier replaces free of charge all parts that originate from the supplier and which prove unfit for use because of defective constructions, inferior materials or poor workmanship. Provided that, without delay, a proper report is submitted of proven defects the supplier can decide either to repair the defective goods, which the purchaser has to send back immediately or to provide non-defective replacements free of charge.

§ 2 Extend of supply commitment

1.All statements about weight, dimensions, capacity, price and other technical sprecifications stated in catalogues, circulars, advertisements, illustrative material, and price lists are approximate. Such statements shall be binding only to the extend they have been expressly referred in contract.

2. For electronic attachments (motors etc.) the terms of sale and delivery of the electronic industrie and the rules of the VDE are binding.

§ 3 Price

All prices are ex works Bebra, Germany

§ 4 Conditions of payment

1. The following terms of payment shall apply, if no agreement to the contrary has been made.

1/3 at placing order
1/3 at dispatch or when advice of dispatch has been sent.
1/3 at start of operation but not later than 30 days after date of invoice.

2. If, after express previous agreement, cheques or bills of exchange are accepted as payment the discount and collection charges together with interests are to be paid.

3. If agreed dates of payment where exceeded, interests at the rate of 2% above the Federal Bank Rate will be charged, without a special payment reminder beeing given.

4. The withholding of payment, or the deduction from monies due, as a result of claims the purchaser may have against the supplier are expressly excluded exept in those cases where the supplier agrees to such an arrangement

For defects in parts of a subcontractor (motors, drives, electric-parts) the supplier takes that liability he gets from his subcontractor.

2. The guarantee expires, if the goods have suffered as a result of incorrect handling or storage by the purchaser.

3. To effect all replacements and delivery of replacement-parts, the purchaser has to grant time and personal free of charge to the seller.

4. If the reclamation is unauthorized the purchaser has to take the costs.

5. As long as the purchaser has not fulfilled the conditions of payment the supplier is not committed to the repair or replacement of the defective goods

6. The guarantee expires if the goods have in any way been modified either by the purchaser or a third party.

§ 8 Withdraw from the contract (purchaser)

1. If it is impossible for the supplier to correct defects within an adequate time limit the purchaser has the right to withdraw from the contract.

2. No guarantee is given beyond this. Alterations reductions and claims for damages are expressly precluded, irrespective of supporting legal arguments.

§ 5 Time of delivery

1. Time of delivery begins when all technical details are fixed and purchaser and supplier agree with all terms of the business. The date of delivery is to be reckoned from the date of receipt of ordr, however, not before payment fo the first installment has been made, possibly with the bankers guarantee for the balance. The supplier is entitled partially or wholly to withdraw from the contract in the event of force majeure, mobilisation, riot, strike an lock-out, interuptions in manufacture, assembly and transport, delayed or incorrect supply by subcontractors and other circumstances beyond the suppliers control or, if the supply is temporarily interupted, to postphone the delivery date by a period equivalent to the duration of such interuption. In case of special deliveries where the purchaser is to forward drawings or instructions after placing the order the date of delivery shall reckoned only from the time when all such drawings or instructions have been received by the supplier.

2. Part delivery approved.

3. If the supplier is in delay caused by his own reason, the purchaser has the right to claim for damages of 1/2% per week of the total amount of the delayed article. But not more than 5% of the total amount of the delayed article.

§ 9 Reservation of ownership rights
1. Goods remaining the property of the supplier (conditional goods) may not be sold, pledged, given away, leased or disposed of in any way or removed to an other place. The purchaser must inform the supplier immediately of any distraint or any limitation of the suppliers rights by third parties. All goods supplied remain the sole property of the supplier until al future conditional or limited claims arising from the whole business transaction in particular from current invoices and current bills (including those presented by third parties), cessions or transfer of legal claims are settled in full.

2. As long as the goods remain the property of the supplier, the purchaser is responsible for maintaining the goods in good condition, for keeping them insured against fire and theft, and for supplying the supplier with corresponding proof of this on request.

3. The purchaser must inform the executive body of the ownership rights and acknowledge these rights both to third parties an to the supplier in writing. Any violation of this commitment entitles the supplier without proof of purchaser's fault to demand reimbursement of all costs and damages. Any costs the supplier might incur in removing such distraint or other restriction by third parties or in recovering the goods must be repaid by the purchaser.

4. Should the purchaser become insolvent or incur heavy debts, he must immediately seperate the conditional goods.

§ 6 Transfer of risks

1. Conveyance is always on the account a risk of the purchaser from the moment the goods are ready for dispatch. In the event that the dispatch or collection of finished goods is delayed owing to circumstances beyond the suppliers control, the risk is transfered to the purchaserer upon the latter's receiving notice that the goods are ready for dispatch or collection.

2. If no agreement has been made to the contrary the seller will effect transport and war risks on the purchasers account.

§ 10 Court of settlement

1. Place of settlement for the delivery and payment is Bebra.

2. All legal relationships directly or indirectly derived herefrom (including law suits involving cheques, bills and other documents and including bankruptcy and settlement suits) are subject to the court of Rotenburg/Fulda.

§ 11 Validity of these terms

1. Should one or more of the clauses of this contract be invalid, the remaining clauses shall remain unaffected thereby.