PREAMBLE
These General Conditions of Sale shall apply in full unless otherwise agreed in Writing. Any other conditions of the Purchaser shall not be applicable, even if they were not explicitly rejected in any individual case. Any modifications of or deviations from them must be agreed In Writing.
DEFINITIONS
In these General Conditions the following terms shall have the meanings hereunder assigned to them:
− “Contract”: the agreement In Writing between the parties concerning supply of the Product and all appendices, including agreed amendments and additions In Writing to the said documents;
− “Gross Negligence”: an act or omission implying either a failure to pay due regard to serious consequences, which a conscientious contracting party would normally foresee as likely to ensue, or a deliberate disregard of the consequences of such an act or omission;
− “In Writing”: communication by document signed by both parties or by letter, fax, electronic mail and by such other means as are agreed by the parties;
− “the Product”: the object(s) to be supplied under the Contract, including software and documentation;
− “Warranty Period”: unless stated otherwise in the Contract, a fixed and non-extendable period of twelve (12) months starting from delivery.
PRODUCT INFORMATION
All information and data contained in general product documentation shall be binding only to the extent that they are by reference In Writing expressly included in the Contract.
DRAWINGS AND TECHNICAL INFORMATION
All drawings and technical documents relating to the Product or its manufacture submitted by one party to the other, prior or subsequent to the formation of the Contract, shall remain the property of the submitting party.
Drawings, technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than that for which they were provided. They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party.
The Supplier shall, not later than at the date of delivery of the Product, provide free of charge information and drawings which are necessary to permit the Purchaser to install, commission, operate and maintain the Product. Such information and drawings shall be supplied in the number of copies agreed upon or at least one copy of each. The Supplier shall not be obliged to provide manufacturing drawings for the Product.
ACCEPTANCE TESTS
Acceptance tests of the Product provided for in the Contract shall, unless otherwise agreed, be carried out at the place of manufacture during normal working hours.
If the Contract does not specify the technical requirements, the tests shall be carried out in accordance with general practice in the appropriate branch of industry concerned in the country of manufacture.
If the acceptance test is carried out at another place but the place of manufacture, the Purchaser shall provide the surroundings as well as any means and materials necessary for the execution of the acceptance test, which are not explicitly part of our contractual duties.
Furthermore, the Purchaser shall obtain all official permits necessary for Supplier to render the acceptance tests, such as but not limited to official entry, exit or work permits required in the country where the acceptance tests are to be carried out. Any obligation of the Supplier shall be waived until the Purchaser complies with the above-mentioned obligations. Delivery times shall be extended accordingly.
The Supplier shall notify the Purchaser In Writing of the acceptance tests in sufficient time to permit the Purchaser to be represented at the tests. If the Purchaser is not represented, the test report shall be sent to the Purchaser and shall be accepted as accurate.
If the acceptance tests show the Product not to be in accordance with the Contract, the Supplier shall without delay remedy any deficiencies in order to ensure that the Product complies with the Contract. New tests shall then be carried out at the Purchaser’s request, unless the deficiency was insignificant.
The Purchaser shall bear all personal and material costs for acceptance tests carried out as well as any of his own costs. If the acceptance test is carried out at another place but the place of manufacture, the Purchaser shall bear all additional costs of the Supplier. The Purchaser shall ensure that the Supplier’s personnel is able to start work in accordance with the agreed time schedule.
DELIVERY. PASSING OF RISK
Any agreed trade term shall be construed in accordance with the INCOTERMS®2020.
Delivery shall be made in accordance with the terms set out in the order confirmation.
Partial delivery shall be permitted, unless otherwise agreed.