of Karl H. Arnold Maschinenfabrik GmbH & Co. KG, Gottlieb-Daimler-Str. 29, 88214 Ravensburg, Germany, Delivery conditions, are based on the delivery conditions of association of plant engineering and construction = "Verband Deutscher Maschinen- und Anlagenbau" (VDMA) and United Nations Convention on Contracts for the International Sale of Goods of 2010
|I||Delivery time:||Upon receipt of written purchase order and agreed delivery date as in our order confirmation|
|II||Delivery conditions:||FCA Ravensburg, according Incoterms 2010|
|III||Validity:||Our quotation is valid 30 days after issue date.|
|IV||Terms of payment:||Laser Systems:|
Payment of the net amount is due as follows:
– 30 % immediately upon receipt of the order confirmation against an irrevocable Bank Guarantee
– 60 % upon notification to the purchaser, that main components are ready for dispatch
– 10 % within one further month
– 30 % immediately upon receipt of the order confirmation against an irrevocable Bank Guarantee
– 60 % upon notification to the purchaser, that main components are ready for dispatch or according to conditions of Letter of Credit
– 10 % within one further month or according to conditions of Letter of Credit
Payment of the net amount is due 14 days from receipt and date of Invoice to company Arnold’s bank account.
All other payment conditions need an agreement in written form.
Withholding of payments or offsetting of any of purchasers counter-claims disputed by the supplier is not permitted.
|V||Availability:|| According to the Association of German engineers (VDI), directive 3423, we confirm following availability:|
One month after delivery we ensure a technical availability of >88%. From the 6th month after delivery we ensure a technical availability of >92% on condition that the system is run by company ARNOLD-trained staff.
|VI||Pre-Acceptance:||The preliminary acceptance of the system will be carried out in our workshop. An ARNOLD-made Acceptance Protocol, certifies the verification of the proper function of the system. Customer’s staff is welcome to be present and observe the procedure. The test result will be recorded, signed by both sides and is valid as fundament for delivery.|
|VII||Final acceptance and Warranty:|| Upon implementation of the system/machine at customers plant, tests of proper function, according an ARNOLD made acceptance protocol, will be repeated. If all requirements are fulfilled, the system/machine is perfectly executed. The Final Acceptance protocol must be signed by the customer.|
In case that Final Acceptance could not take place, due to reasons not caused by company ARNOLD, the Final Acceptance is automatically released upon the expiry of warranty. The warranty period shall be 24 months after final acceptance of the respective product.
As soon as the customer use the system/machine or parts of it for production, the Final Acceptance is automatically released.
|VIII||Quotation:||All documents forming a part of the offer, such as illustrations, drawings, weights and measures are not definitive, but merely an approximation, unless they are expressly indicated as binding. The supplier retains proprietary rights and copyright to all quotations, drawings and other documents. Disclosure to third parties is prohibited, unless the supplier agrees.|
|IX||Scope of supply:|| The scope of supply is determined by the supplier’s written order confirmation.|
Supplements to an agreement and or additional requirements need the written confirmation of supplier.
|X||Passage of risk and acceptance:|| 1.Our delivery condition is FCA Ravensburg, Incoterms 2010.According to Incoterms 2010, the risk is borne by the seller until loading. Transfer of perils passes to the buyer after loading, even in case of agreements about the organization and ordering of transport of the goods.|
2. Upon customer’s request, the consignment can be insured during transport against breakage, fire and water damages and other insurable risks. Costs for insurance will bear the buyer.
3. Delivered items must be accepted by the purchaser, even if they show minor defects, regardless of the rights deriving from section VII.
4. Partial deliveries are permitted.
|XI||Reservation of title:|| 1. Goods remain property of supplier until the receipt of complete payments of the contract.|
2. The supplier is entitled to insure the consignment against theft, breakage, fire, water and other damage. The costs of insurance has to be borne by the customer, unless he proves a sufficient insurance by himself.
3. The customer is not allowed to hypothecate the consignment, nor to reassign by endorsement to third party. The customer is obliged to inform the supplier immediately in case of confiscation or other impoundment.
4. Conduct contrary to contract, particular in delay of payment, entitles the supplier to withdraw the consignment. The supplier has to withdraw the payment reminder and the customer has to hand over the consignment. Assertion of title as well as distrain of the consignment does not affect the withdrawal from the contract.
|XII||Liability for defects on consignment:|| The supplier is liable for defects on consignment including the lack of expressly guaranteed characteristics, exclusive other claims, to the exclusion of section XV, 4, as follows:|
1. Defect parts have to be repaired or substituted by a replacement delivered free of charge within the period of 6 months from commissioning, if the reason for defect results from the time before transfer of perils. The supplier needs the immediate notification of defects. Replaced items remain property of supplier until payment of consignment. In case of delay of delivery, assembly and implementation, outside of responsibility of the supplier, the liability expires at latest 12 months after transfer of perils. Liability for essential third party products is limited to the transfer of the third party liability claims which entitles the supplier to assign the liability claim against supplier of external parts.
2. Claims for defect consignment against the supplier, expires from the date of claim notice 6 months, at the latest with expiry of the warranty period.
3. Guarantee cannot be given for damage or loss resulting from the following: un-suitable or inappropriate use, faulty installation or commissioning by the purchaser or third parties, natural wear, faulty or careless treatment, unsuitable means of operation, replacement materials, defective construction work, unsuitable construction site, chemical, electrochemical or electric influences insofar as they are not attri¬butable to the negligence of the supplier.
4. For the execution of all repairs and replacement deliveries which appear necessary to the supplier in the latter’s fair judgment, the purchaser must make the neces¬sary time and opportunity available after agreement with the supplier; otherwise, the supplier is freed from the liability for material defects. Only in urgent cases of the operational safety being endangered and to avert disproportionately serious damage or if the supplier is in delay regarding the elimination of the defect, does the purchaser has the right to remedy the defect or to have it remedied by third parties and to require the supplier to provide compensation for the necessary costs. The supplier has to be informed immediately in any case.
|XIII||"Liability for ancillary obligations:"||In the case that the purchaser is unable to use the supplied item in accordance with the contract as a result of neglected or faulty execution of suggestions and advice provided before or after the signing of the contract and other contractual ancillary obligations, the supplier being responsible for these – in particular instructions for the operation and maintenance of the item supplied – the provisions of section VII and IX apply, to the exclusion of any further claims of the purchaser.|
|XIV||Jurisdiction:||In the case of any dispute arising from the contractual relationship in the case of which the purchaser is a merchant registered as a merchant in the commercial register, a legal entity under public law or a separate fund under public law, the action must be brought before the court which has jurisdiction with respect to the registered office of the supplier or the latter’s establishment executing the delivery. The supplier is also entitled to bring the action at the purchaser’s registered office.|
|XV||The purchaser´s right of cancellation, rescission and other supplier liabilities:|| 1. The purchaser may withdraw from the contract, if it becomes impossible for the supplier to definitely effect full performance before the transfer of perils. The same applies in the case of the supplier’s inability to perform. The purchaser may withdraw from the contract also if, in the case of an order of identical items, the execution of part of the supply becomes impossible in terms of numbers and there is a justified interest in rejecting a partial delivery; if this is not the case, the purchaser can correspondingly reduce the counter-performance.|
2. If the delay of performance corresponds to the meaning of section IV of the delivery conditions and the purchaser allows the supplier in default an appropriate additional period with the explicit declaration that acceptance of the performance would be refused on termination of this period and if this additional period is not complied with, the purchaser is entitled to withdraw from the agreement.
3. If the performance becomes impossible during delay in acceptance or through the fault of the purchaser, the latter is obliged to effect a counter-proposal.
Additional conditions for the business area contract manufacture and refinishing
Excluded are the following passage: IV, V, VI; VII, XI 1 + 4, XIII, because they are not valid for this business area. All other points remain valid.
|XVII||Scope:||1. The contract partner, purchaser, acknowledge our terms and conditions upon their receipt of our order confirmation without contradiction.This terms and conditions are valid for merchants and companies, even without especial agreement. We will not accept different conditions.|
|XVIII||Payment conditions:||As far as there are no other agreements, following conditions are valid:|
Invoices are payable within 14 days, cash discount 2%
Invoices are payable within 30 days net amount
|XIX||Place of performance:||We expect work pieces DAP, Ravensburg, Germany, our company address. Work pieces will be treated only here.|
|XX||Delivery and transfer of perils:||Our delivery condition is FCA Ravensburg, Germany (INCOTERMS 2010).|
Upon the wish of the purchaser, we can organize transport and insurance for the goods. Nevertheless transfer of perils is after loading.
|XXI||Condition of goods:||Work pieces for contract manufacture have to be in perfect condition. Defect pieces cannot be manufactured. A complete set of documents, showing amount, description, material, dimensions and technical drawings have to be delivered with the work pieces.|
|XXII||Liability:||We guarantee only for our manufacture and refer to Product Liability Act of 15. December 1989 BGB1.IS.2198.|
A defective manufacture because of incorrect and unclear instructions of the purchaser, defective or wrong pieces or material, unsufficient technical description and drawings cannot be granted for.
Liability is excluded for welding defects as cracks, pinholes, inclusions, overlappings or splashes.
Liability is excluded for subsequent damages and property loss, not achieved aggregate output and third party claims.
|XXIII||General condition:||Changes and additional agreements are only possible in written form.|