The following terms and conditions of sale are the sol, valid base for all contracts and deliveries made by or through JUDO Wasseraufbereitung GmbH. Terms and conditions of the Buyer which may vary shall have no binding character except where these have been expressly agreed to in written form even where terms and conditions of the purchaser have not been expressly rejected. Assurances, side agreements and amendments to the contract shall only be valid in written form.
Our terms and conditions of delivery shall also apply for all future legal transactions with the buyer.
a) Our offers shall be subject to change without notice and subject to prior sale.
b) All information about performance, in particular regarding the capacity of a water treatment units, are average figures, whereby the stated nominal output in cbm/h presupposes rapid fluid supply with a maximum per minute of 1 / 60 of the specified hourly output. The information included in drawings, leaflets and printed matter are understood as being approximate values normal within the trade.
c) We shall reserve the title and copyright to drawings and other technical documentation. Third parties, in particular competitors are to be allowed no access either directly or indirectly, to these documents or costing estimates. Drawings and other documents forming a part of the offers are to be returned to us immediately upon request, or if the order is not placed with us.
a) The delivery time as stated by us is to be regarded only as being approximate. The delivery time shall begin on the day on which the order confirmation is dispatched and shall be regarded as having achieved compliance if, the goods have left the factory or sales office prior to the expiry of the delivery period or notification has been made that the goods are ready for dispatch. Compliance with the delivery period shall presuppose that the buyer has fulfilled his contractual obligations.
b) The delivery periods shall be extended as appropriate in the event of unforeseen events for which we carry no responsibility – regardless of whether they affect our factory or those of our suppliers, such as, for example, force majeure, strike, lock out, delays in the delivery of essential raw materials and supplies, as well as such events which have a significant impact on the whole contract or that part of the contract becoming due being fulfilled on time.
We shall not be accountable for such circumstance named above, in such cases where these occur within occur in the course of an existing delivery delay. In important cases the buyer is to be notified as soon as possible of the start and possible duration of such events. However, this notification is not a precondition for the period being extended.
Alterations made to the purchase contract after the date of completion and which may have an affect on delivery times, will result, where no special agreement has been made, in the time of delivery being extended accordingly. The buyer retains the right to withdraw from the contract if we do not comply with a reasonable subsequent time of delivery stipulated by him in writing. Withdrawal from the contract must be made in written form.
Where delivery is made prior to the date agreed, then the date of actual delivery is valid.
c) We retain the right to make partial deliveries.
Orders for which fixed prices have not been expressly agreed, shall be invoiced at the price list and rebate and discount structure valid on the date of delivery.
The risk of accidental loss or accidental destruction of the goods shall pass over to the buyer upon hand over to the appointed carrier or individual, no later however than the point where the goods leave the factory or sales office, and to be more precise, irrespective of whether the goods are dispatched from the place of contract and who bears the cost of carriage. If the goods are ready for dispatch and if the dispatch or acceptance is delayed for reasons for which we are not responsible, the risk shall consequently pass over to the buyer with notification that the goods are ready for dispatch. All consignments including any return goods are transported at the buyer’s risk.
Items delivered are to be accepted by the buyer. Goods are to be inspected on receipt for damage in transit and damaged packaging. Damage is to be notified in writing without delay.
Return consignments resulting from delivery of incorrect sizes or volumes are only permitted subject to written confirmation by ourselves. Credit notes will be issued by us for returned goods subject to the subtraction of a given factor to cover expenses occurred. Credit notes may be used to balance payments only and are not payable in cash. Costs arising from refurbishment of returned goods will likewise be taken into account when issuing credit notes.
a) Unless otherwise agreed, invoices are payable within eight (8) days after date of issue and subject to a 2% prompt payment discount, alternatively thirty (30) days after date of issue net. Invoicing for work done is payable net within fourteen (14) days as of date of invoice.
Date of payment shall be determined as the date actual and full payment is credited on our account.
b) Payments by draft and cheque are only possible subject to our prior written consent. Such payments shall not be regarded as payment in cash. We reserve the right to refuse acceptance. Any and all fees and costs involved with the completion of such payments are to be carried by the buyer.
c) Cash collections are to be made only to persons in possession of our explicit authorisation and are to be confirmed using our official receipts.
d) Subject to the presentation of proof and the assertion of higher default damages by us – the buyer shall pay interest on the amount outstanding at 8% above the base rate at that time in accordance with § 247 of the (german) civil code [BGB] for the amount of time he is in default.
e) Only uncontested claims which have been declared final and absolute in a court of law or ready for judgement shall entitle the buyer to offset them against our claims on him. The buyer may only assert a right of retention based on counter-claims under the same contractual relationship.
a) We shall retain title to the goods until all our claims under the business relationship with the buyer, including those created in the future have been paid. These also include conditional claims.
b) The buyer shall be entitled to sell and / or process the goods subject to retention of title in the course of his normal business transactions. In this case he shall hereby assign to us at this point any and all claims to which he is entitled from the sale against his buyers for the amount of our invoice until all our claims including ancillary rights have been satisfied. We accept this assignment. Irrespective of the assignment and our right of collection, the buyer shall be entitled to collect the account for as long as he fulfils his claims against us and there is no serious deterioration in his financial status. At our demand the buyer shall have to notify his buyer of the assignment and pass over to us the information and documents we require to assert our rights. Moreover, we shall reserve the right to also notify the buyer’s buyers of such an assignment.
c) The buyer must not assign the goods subject to the retention of title while they are subject to said retention of title neither as a security nor bond. He shall be obliged to treat the goods subject to the retention of title with the care normal in the trade and to protect and insure them against all types of damage such as loss, theft, and destruction.
d) The holders of the goods subject to our retention of title are obliged to notify us straightaway of third party enforcement measures on the goods subject to the retention of title or of claims handed over in advance by handing over the documents required to intervene. If non static items have been used as bond, then the buyer is consequently be obliged to point out to the bailiff that the goods are subject to our retention of title and to demand that a note is made to this effect in the bailiff’s return. Irrespective of this obligation, the buyer is to initiate any and all the measures necessary to ward off enforcement measures. The costs of the intervention shall be borne by the buyer.
e) The buyer shall carry out any treatment or finishing of the goods subject to the retention of title for us without this placing us under any obligations. When processing or mixing the goods subject to the retention of title with other goods not belonging to us, we shall be entitled to co-ownership to the new entity in proportion to the value of the goods subject to the retention of title to the other processed goods at the point in time of processing or joining.
If the buyer acquires title to such an entity, it shall consequently be deemed as agreed that the buyer shall grant us co-ownership to such an entity in proportion to the processed or joined goods subject to the retention of title and shall look after it for us free of charge. If when installing the goods in a building our retention of title lapses, the buyer shall assign to us his claim for wages for work done up to the value of the materials supplied by us and we hereby accept this assignment.
f) If the goods subject to retention of title are resold and, to be more precise, before or after they have been processed or joined, consequently the assignment in advance of the buyer’s claim agreed in b) shall only apply up to the amount of the value of the goods subject to the retention of title, which are sold together with the goods concerned. Moreover, b) shall apply accordingly.
g) If the securities exceed our claims by a total of more than 20% then, at the buyer’s request we shall consequently release at our choice the securities in excess of 20%.
a) The information on the suitability, processing and application of our products, technical advice and other information are made by us to the best of our knowledge. However, they shall not exempt the buyer from conducting his own tests and inspections.
b) The buyer is to supply written notification of identifiable defects in within a period of 8 days from receipt of the goods, and within 8 days of discovering a defect if such defects were concealed. If when the goods are delivered parts or technical documents or materials (assembly instructions, instructions for use, start-up regulations etc.) are missing, this must likewise be notified within 8 days from the receipt of the goods. If the notification of defect is not made on time, the buyer shall not be able to assert a claim for a claim under warranty as well as a claim under the right of recourse in accordance with german § 478 et seq. BGB. It shall suffice for the notification of defect to be dispatched in time to ensure compliance with the set 8-day period. The burden of proof shall be upon the buyer for all preconditions for making a claim, in particular for the defect itself, for the point in time at which the defect is notified and for the notification of defect being made on time.
c) No liability shall be accepted for defects, where incorrect or misleading statements on the part of the buyer results in us making incorrect arrangements when preparing the offer or when the order is placed, in the event of non-compliance with installation or operating instructions, for incorrect assembly or start-up by the buyer or third party. Likewise no liability shall be accepted for defects where chemicals, filter materials etc other than those recommended by us have been used, in the event of unsuitable or improper use or maintenance, as well as in the event of natural wear and tear. The same shall apply if the operating conditions change by a considerable amount, (l/min, cbm/h or the stated daily output) as well as if there are stray electrical currents and similar. Moreover, no liability will be accepted if the buyer or third party have carried out repair work or modifications without our consent.
d) If notified defects are substantiated, we shall be at liberty to decide whether to supply a replacement or to rectify the defect.
If it is not possible to carry out a repair or supply a replacement, or if these are terminally faulty, or if they are delayed for an unreasonable period of time, the buyer may, as a result, cancel the contract or demand a reduction in purchase price. However, the buyer shall not be entitled to withdraw from the contract if the defects are of a minor nature.
Further claims, including compensation claims against us and our assistants are ruled out for damages claimed on account of direct and indirect damages, lost profit and from carrying out the warranty, provided that there is no proof of gross negligence or intent or a warranty has been granted or we are unable to avoid liability as a result of the product liability act. The above limitations on liability shall not apply if the customer dies, suffers physical injury or an impairment to his health and this is attributable to us.
e) The statutory warranty periods shall apply.
Compensation claims for damages asserted by the buyer (contractual or non-contractual) against us and our assistants on account of other breaches of duty are ruled out, provided that there are not based on gross negligence or intent, we have furnished a warranty or are liable under the product liability act. In cases of breaches of duty attributable to ordinary negligence our liability shall be limited to the breach of important contractual duties.
The above limitations on liability shall not apply if the customer dies, suffers physical injury or an impairment to his health and this is attributable to us.
a) Contracts with parties based, or normally resident, in countries other than germany shall be subject to the conditions of german law.
b) If the buyer is a registered trader, legal entity established under public law or of a special fund body established by public law, or if he does not have a general place of jurisdiction in germany, the place of fulfilment and sole place of jurisdiction for both parties shall be the courts having jurisdiction where our company is based.
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