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1. General
InduKey® only sells and delivers in accordance with the terms and conditions described below, said terms and conditions being valid for all current and future purchase agreements. Conflicting purchasing or other business terms a purchaser may have do not apply even if the purchaser has based an order on them. Deviations and collateral agreements are to be agreed on in writing before the purchaser causes InduKey® to render any service. Any legally ineffective provisions will be replaced by a legally effective provision that comes closest to the economic effect said legally ineffective provision would have had.
2. Quotations
Our quotations are without obligation unless a written specified quote states otherwise.
3. Orders
Orders shall be binding with an ordering client for a period of 4 weeks. The client may cancel an order if no order confirmation from InduKey® has been received within said 4-week period. Any earlier cancellation requires our consent. An order becomes binding for us only after we have confirmed it in writing. An order is to be confirmed or rejected within 4 weeks from the date the order has been received by InduKey®. In cases of prompt delivery, the invoice shall be regarded as order confirmation.
3.1. Make-and-Take Orders (on call orders)
If not all delivery dates have been determined at the time a make-and-take order is confirmed, it shall be understood that the purchaser will accept the total quantity ordered within one year from the date of the order confirmation. We will confirm in writing any agreements that deviate from the above "make-and-take order provision" when we confirm such orders.
4. Delivery Period
The delivery period starts on the first business day on which all trading and technical requirements for executing the order have been met, any required permits have been obtained, and we have received the agreed down payment or payment in advance. We are not liable if timely delivery is prevented by operational or production breakdowns, difficulties procuring materials, workforce shortage, strikes, riot, lockout, or cases of force majeure on our premises or at one of our supplier´s premises. Such events entitle us to cancel the contract in whole or in part, while claims for damages by the purchaser shall be excluded. Any modifications requested by the purchaser may result in a longer delivery period. The delivery period is met when, at the time said period expires, the item of delivery has either left our works or we have notified the purchaser that it is ready for shipment.
5. Change of Technical Specifications
We reserve the right to make changes that enhance technological progress without prior announcement.
6. Prices, Shipment, Packaging, and Insurance
Unless otherwise agreed, our prices are net prices from one of our warehouses in the Federal Republic of Germany excluding packaging, freight charges, fees, shipping insurance, and VAT. Quotations and invoices are in EURO. We reserve the right to adjust prices if expenses change or if the client exceeds the duration of a make-and-take order after a contract has been concluded. Our minimum net order value is EURO 40.00. We charge a EURO 15.00 handling fee (excluding VAT) in addition to packaging and shipping costs for small deliveries below our minimum order value. Goods will be shipped in the way the seller deems appropriate without guarantee for the cheapest way of shipping. The risk passes to the purchaser by delivery of the goods to the carrier chosen by InduKey®. Partial deliveries are permissible. For special production jobs, quantities may deviate by 3% or at least two units. Deliveries will generally be made by C.O.D. mail if there is no written purchase order or in case of initial sales to a client. The purchaser may request us to take out a shipping insurance policy at purchaser´s cost. The client may return packaging to us at his own cost unless he prefers to dispose of cardboard boxes bearing the RESY label using local recycling agencies. The shipper is not a distributor and cannot be expected to return packaging.
7. Payment
We generally deliver after receiving payment in advance or by collect on delivery. Upon approval by our trade credit insurance agency, we may consider delivery on extended account. Our outstanding invoices become due for net cash payment of the invoice amount without any discount, postage or fees within 14 days from the invoice date. We only grant prolonged payment conditions or discounts for early payment if the issued invoice expressly states so. If invoices are issued and payments are made in foreign currency, we are entitled to collect an amount other than the invoice amount that is required to obtain the actual amount in EURO that would have resulted based on the exchange rate plus the usual bank charges by foreign transfers on the day the order was confirmed. Payment is made when we have the full amount due at our disposal. If the period allowed for payment is exceeded, we charge a penalty interest at 5% above the respective rediscount rate. Setting off against claims or making use of a right of retention shall be excluded. We are entitled to check the credit status of clients using the common means available. If this leads us to question a client´s credit rating or if a business partner´s financial standing deteriorates considerably, we are entitled to revoke any periods allowed for payment and to make later deliveries based on advance payment or collect on delivery only. In addition, periods allowed for payment may become void and all claims become due if said business partner falls behind with a service or payment, dishonours a check or other rights, revokes a direct debit authorization, or files for bankruptcy or composition proceedings. In such cases, we are entitled to demand the return of goods already shipped at the client´s expense, even without making use of cancellation rights and without granting a grace period.
8. Reservation of Ownership
The goods delivered remain our property until their purchase price has been fully paid. If payments are made by check or draft that we did not expressly accept "in discharge of a claim", reservation of ownership is retained until these are redeemed. If the goods subject to reservation of ownership are processed or transformed, we become producers as defined in Section 950 of the German Civil Code (BGB). The purchaser is entitled to resell the goods subject to reservation of ownership in the usual course of business. Claims from reselling pass to us up to the overall amount of our claims from this business relationship. We may require at any time that the purchaser submits the name of his buyer and are entitled to inform the buyer of the assignment of claim. In case of a delay in payment we may collect our claim directly from the buyer. As long as reservation of ownership prevails, the purchaser is not entitled to pledge the goods or transfer them by way of security.
8.1. Documents
We reserve ownership and copyright in our cost estimates, drawings and other documents. Documents may not be used for other purposes, reproduced, or made accessible to third parties. They do not entitle the holder to duplicate individual parts. The documents and samples that come with quotations are to be returned to the owner without further request.
With the order for the production of customized solutions the client guarantees that all documents, drawings and samples as a component of the order are free from right of third persons.
8.2. Calculating Expenses for Modifications, Tools, and Designs
Our charging the purchaser with expenses for product changes, tools, or designs of any kind does not constitute any claim of ownership on the part of the purchaser in the design of products, tools, or the intellectual property of designs. Deviating agreements can only be made in writing with the confirmation of the order.
9. Requirement to Inspect and Complain
The purchaser is to inspect the goods immediately and complain in writing to us (not to our sales representatives or field agents) promptly, but no later than 7 days after receiving the goods at their destination, about any defects of quality, wrong deliveries and/or deviating quantities. The period allowed for complaints is met when a written customer´s complaint stating the defects that caused the complaint and the PO and delivery note numbers are sent off in due time. If complaints or notices of defect are not sent in due time, the shipment is deemed approved in the course of business with business people. The purchaser is obligated to send the rejected goods or components free of charge back to us for inspection. Hidden defects shall be reported immediately after discovery.
10. Warranty, Restriction of Liability, and Repairs
Warranty claims against companies for the purposes of §14 Civil Code come under the statute of limitations within two years after delivery to the carrier chosen by InduKey®. Deviations from warranting only apply when agreed in writing. Any agreed warranty is limited to our choice of repair, shipping a replacement or spare parts, assignment of our claims to our supplier, or issuing of credit. If two attempts at repairing fail, the client will expressly be granted the right to request a reduction of the purchase price or cancellation of the sales contract. Liability is excluded if the purchaser does not report promptly and in writing any defect that has occurred. Defects are excluded from any agreed warranty if someone unauthorized by us handles shipped components or devices. In such a case, we are particularly not liable for damages resulting from incorrect installation, operating errors, and external influences. Furthermore, any agreed warranty will become void if the serial number of a shipped component or device is unintelligible or if the respective safety marks have been removed or destroyed. Parts that are subject to rapid wear due to their material condition or type of use, e.g. indicator lamps, circuit fuses, switches and buttons are excluded from warranty as are all damages caused by extraordinary strain such as arcing, exposure to radiation, electro-acoustic and electromagnetic noise fields, environmental effects, operating conditions, etc.
The liability for damages, which have not appeared in body and life of the customer, are expelled in this respect, when they are based on a negligent breach of duty of InduKey® or on a negligent breach of duty of a legal representative or fulfilment assistant of InduKey®. The liability of substitute of consequential losses is expelled entirely. In case of delayed delivery, the purchaser is entitled to cancel the contract after having granted an appropriate grace period. Any further claims, in particular, claims for compensation for consequential damages, are excluded. If an estimate of costs is requested prior to having repairs carried out, the purchaser shall expressly state so. Expenses for making the cost estimate are to be paid by its recipient. Shipping and packaging costs shall be paid by the purchaser. Please refer to Clause 6. Return shipments of any kind can only be accepted if the return number assigned prior to reshipment can clearly be identified on the packaging. We do not accept any consignments that are not prepaid without having given our prior written consent.
11. Data Protection Note
In the course of business, we store data related to people and companies and process this data in our enterprise.
12. Choice of Law, Place of Performance, Place of Jurisdiction
All agreements concluded are governed by German law. The place of performance and jurisdiction is the headquarters of InduKey® Keyboard Production GmbH & Co. KG.
Treuen (Germany), August 4, 2003
This document is a translation of the Allgemeine Geschäftsbedingungen (General Terms and Conditions) of InduKey® from the German original text.
The General Terms and Conditions are based on German law and are legally binding in their German version only. This translation is being provided for your convenience only.
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