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General Terms of Sales and Delivery
I. Offer and conclusion of contract; definition of deliverable
1. Offers of DIMAR-TEC Pte Ltd (hereinafter referred as “Supplier”), the acceptance of the order and
all deliveries and services are performed exclusively on the basis of the following “General Terms of
Sale and Delivery”. It is hereby expressly objected to the buyer's terms of purchasing; they shall also
not obligate the Supplier if it does not again object to their applicability on the conclusion of the
contract. The present General Terms of Sales and Delivery shall also apply to all future transactions
between the parties to the contract, without requiring a repeated reference to the General Terms of
Sales and Delivery. They shall also apply if the Supplier does not expressly refer to them in future
contracts, in particular also if the Supplier performs deliveries and services to the buyer
unconditionally in knowledge of opposing terms and conditions or terms and conditions deviating from
these General Terms of Sales and Delivery.
2. The Supplier’s offers are made subject to change and on the condition of the written order
confirmation, unless it is expressly provided otherwise in writing.
3. All agreements, also such with representatives of the Supplier, shall become binding on the
Supplier only upon written confirmation. Changes, amendments or side agreements require written
confirmation for validity; this also applies to any potential waiver of the requirement of the written
form. Confirmation by fax and email is held equal to the written confirmation. Verbal side agreements
have not been made at the time of the inclusion of the General Terms of Sale and Delivery.
4. For the interpretation of internationally common contractual clauses, the Incoterms shall apply in
the version valid at the time of the order confirmation, insofar as they do not differ from these General
Terms of Sales and Delivery.
5. Promotional statements and the documents belonging to the offer, in particular illustrations,
drawings, specifications of weights and dimensions, performance data, technical descriptions and
datasheets, as well as the technical data and descriptions in the respective product information or
advertising materials are non-binding. They shall become part of the contract only upon their explicit
inclusion in the contract. Unless explicitly agreed otherwise, they shall represent neither any agreed
properties nor warranties for properties or warranties for durability of the products to be delivered by
the Supplier. Warranties are extended by the Supplier exclusively through an explicit written
agreement with the buyer. The Supplier shall assume consulting obligations only on the basis of an
explicit written agreement.
6. Changes in the construction, planning or shape of the objects of delivery, deviations in the design
of the objects of delivery and changes in the scope of delivery during the delivery period remain
reserved, provided that the objects of delivery are not modified significantly and that the changes are
reasonably acceptable for the buyer. The Supplier expressly reserves making acceptable changes
due to technical progress and improvement of the delivery.
7. These terms apply in relation to other entrepreneurs. In relation to consumers, the statutory
provisions shall apply, if these terms are opposed by statutory provisions. The buyer is a consumer if
the purpose of the ordered deliveries and services cannot be primarily attributed to his commercial or
self-employed professional activity. An entrepreneur in contrast, is any natural person or legal entity
or partnership with legal capacity, acting in exercise of its commercial or self-employed professional
activity on the conclusion of the contract.
II. Scope of the delivery obligation
1. The scope of the delivery obligation results from the Supplier’s written offer. If the buyer's order
is not consistent with the Supplier’s written offer, the order confirmation shall be decisive. Changes
agreed in writing in retrospect remain unaffected.
2. Unless such parts and works are not listed separately as a part of the service in the order
confirmation, the delivery does not include, in particular: cable routing, cable mounting and electrical
connection works to be implemented on site, the casting of passages and tubes, other preparatory
work and especially the setting up and provision of tools such as ladders, ventilation, scaffolds,
mounting materials, and furthermore all energy and supply connections as well as the corresponding
fastening for the devices to be installed.
3. The delivered products are provided with protection and safety equipment, which is required
according to the general regulations applicable in the Singapore. All further equipment and measures
in deviation or in excess thereof are to be reviewed within the sole responsibility of the buyer on the
basis of the local conditions and must be notified to the Supplier on time for the submission of the
offer. Later requests by the buyer for changes or supplementation will be considered only against
separate consideration and only to the extent, as this is technically practicable.
4. If the Supplier has also accepted, besides delivery, the assembly and commissioning of the
devices, this will be charged separately. For these purposes, the Supplier’s Special Terms of
Assembly apply.
5. The Supplier reserves all property rights, copyrights and rights of exploitation to all offers, drawings
and other documents. They must not be disclosed to third parties. If the contract for the initiation of
which the documents have been transferred does not come into being, drawings and other
documents belonging to offers shall be returned without delay to the Supplier.
III. Software, software products
If the scope of delivery also includes software or software products (hereinafter “Software"), the
following provisions shall apply:
1. The provision in this Sec. III covers both the system programs of the operating system as well as
the application programs for the solution of the special operative tasks, including the source and
product programs including the entire related manufacturer or user documentation, which is intended
or suitable to promote the understanding or application of a computer program, in particular the
problem descriptions, system analyses, user instructions, dataflow and program flowcharts, testing
tools, etc. The applicability of these terms is independent of the respectively used programming
language and the kind of the Software embodiment in the written form or the documentation on
optional data carriers such as magnetic disks, magnetic tapes, hard drives, random access
memories, compact disks, diskettes, microprocessors, etc.
2. The Software included in the scope of delivery has been developed by the Supplier itself of by
order of the Supplier, or it is available to the Supplier based on a license from third-party companies
for commercial use and dissemination. These programs and data for the computer-controlled
automated operating mode of the delivered products and machinery are in part copyrighted works.
The programs and their accompanying documentation have furthermore been developed by the
licensor, the Supplier or on behalf of the Supplier at substantial expense of effort and cost. They are
not generally known, but represent business and trade secrets that are entrusted to the buyer and the
buyer undertakes to the Supplier to treat these as strictly confidential.
3. The Supplier shall grant the buyer a simple, non-exclusive right to use the Software. The right to
use is substantively limited to the control of those machines for which the Software has been
delivered. The right of use is limited in time to the useful life of the delivered machine. Without explicit
written agreement of the Supplier, it is not transferable to third parties. In the event of a sale of the
delivered products to third parties, the Supplier shall be obligated to grant its agreement only if the
purchaser unconditionally and bindingly assumes all obligations that arise for the buyer regarding the
Software based on these terms. The buyer shall in that case transfer the complete Software to the
purchaser without retaining any copies.
4. The buyer undertakes to treat the Software, as described in Sec. 1, which is entrusted to him, as
confidential and to destroy it when the delivered machinery is decommissioned. The buyer is
obligated to prohibit access of third parties to an object that stores or renders the Software and to
prevent this possibility by means of suitable measures.
5. The buyer undertakes to refrain from:
• copying or reproducing the Software, and notably regardless by which means or in what form;
• decoding or decompiling or in any other way disclosing the Software and/or the underlying source
codes;
• selling, renting, licensing or in any other way providing the Software for use to a third party or
using the Software or a prohibited copy or imitation of the Software for the purpose of controlling a
product with capacities to process information; this shall not include the product delivered by the
Supplier for which the respective program is intended.
• Substantive modifications of the delivered Software also for the purpose of adjustment by the
buyer are permissible only upon the prior written consent of the Supplier.
6. The buyer’s obligations for confidentiality, refraining from reproduction, dissemination, modification,
use contrary to the contract on the basis of the foregoing provisions shall also continue to apply after
the execution of the respective contract and also after any loss or destruction of the delivered
products. The obligations shall end only upon the lapse of the intellectual rights protected under the
agreements in Sec. III or on the company secrets becoming public knowledge.
IV. Prices
1. The prices apply, unless agreed otherwise, subject to change, ex-factory of the Supplier and do not
include costs such as packaging, carriage, freight and setup. The value added tax in the respective
statutory amount as applicable on the delivery date is added to the prices.
2. The prices are based on the production costs at the time of the order confirmation. Price changes
by the Supplier are permissible if more than two months are between the conclusion of the contract
and an agreed delivery date. If, in that case, the production costs increase up until the date of the
delivery through the increase of charges, raw materials, supplies, energy, freight or wages, the
Supply shall be entitled to appropriately increase or reduce the price owed by the buyer according to
the changes in the cost factors. On request, the Supplier shall demonstrate the reasons for a price
adjustment to the buyer. The same provison shall also apply if expenses are incurred by the Supplier
through statutory measures whereby the production costs of the items to be delivered are increased.
The price adjustment will become effective upon receipt of a corresponding price adjustment notice
from the Supplier by the buyer. The buyer cannot derive a right to withdrawal from a price increase
according to clause 1 and clause 2.
3. If freight costs, exportation/importation levies, customs duties, etc. are borne at fixed rates by the
Supplier, any increases in fees occurring up to the delivery shall be borne by the buyer.
4. Packaging will be charged at the cost price. Packaging returned without postage prepaid will not be
accepted.
V. Terms of payment
1. Unless agreed otherwise, payments will be due in advance. Otherwise, the payments shall be
remitted as agreed in the contract.
2. In the event of a delay in payment, the buyer will be charged default interest in the amount of 1.5%
percentage per month.
3. If the buyer fails to pay due invoices or if a granted payment target is exceeded or the buyer's
economic situation deteriorates after the conclusion of the contract, or if the Supplier receives
negative information about the buyer casting doubt over the buyer's liquidity and credit rating after the
conclusion of the contract, the Supplier shall be entitled to call the entire remaining debt of the buyer
for payment and to demand advance payment or a security deposit or, after completed delivery,
immediate payment of all receivables that are based on the same legal relationship in modification of
the concluded agreements. This shall apply in particular if the buyer discontinues its payments of if
direct debit orders issued by the buyer are not settled, or if insolvency proceedings over the assets of
the buyer were opened or if an application for the opening of insolvency proceedings is filed and the
insolvency proceedings was not opened for a lack of assets.
4. If the buyer is in default of payment, the Supplier shall be entitled to withdraw from the contract
after setting an appropriate period for payment and it has lapsed without result.
5. If the conditions for a withdrawal from the contract are given according to Sec. V.4, the Supplier
shall be entitled to demand damage compensation from the buyer, in addition to the claim for value
compensation according to Sec. 4. Irrespective of the possibility to claim a higher loss, the Supplier
shall be entitled to demand 50% of the net purchase price as flat damage compensation. It is up to
the buyer to prove a lower loss.
6. The buyer shall be entitled to rights of set-off and withholding only if its counterclaim has been
found valid by final and absolute judgment or if it has not been contested by the Supplier. The right to
withholding shall furthermore be established only if the asserted counterclaim is based on the same
contractual relationship as the Supplier’s claim.
7. If the a contract concluded between the Supplier and the buyer is canceled in mutual agreement on
the buyer’s request, the buyer shall be obligated to compensate the entire costs incurred until that
time including an appropriate gain to the Supplier. The Supplier is obligated to provide proof of the
justification for its claim in a suitable form.
VI. Reservation of title
1. All deliveries by the Suppliers are made subject to the reservation of title with the following
expansions: The deliveries shall remain the property of the Supplier until payment of all of the
Supplier’s receivables – regardless of when they were created and regardless of the legal reason –
even if payments on receivables specified separately have been made. In the case of on-account
charges, the reserved property shall be deemed security for the Supplier’s claim to the current
balance. The reservation of title applies in particular also to all of the Supplier’s receivables resulting
from assembly, repairs, spare parts and accessories deliveries, costs of configuration and insurance
costs.
2. Before the transfer of ownership to the buyer, sale, pledging or transfer of the delivered products
by way of security is prohibited.
3. In the event of pledging or other interference by third parties in the object of delivery, the buyer
shall be obligated to immediately inform the Supplier thereof. The Supplier can demand
compensation from the buyer for any costs arising from interventions in exchange for the assignment
of its cost compensation claims against the third party.
4. Prior to the transfer of ownership, the buyer shall be obligated to treat the object of delivery with
care. If it is a high-value good, the buyer shall insure the object of delivery in the value as new for
theft, fire and mains damages at its own cost and in favor of the Supplier and prove this insurance to
the Supplier on request. Insofar as maintenance and inspection work is required, the buyer must
conduct such at its own costs within due time.
5. The Supplier or a representative of the Supplier shall have the right until fulfillment of all claims
under the contractual relationship to access the setup site.
6. In the case of any conduct by the buyer contrary to the contract, in particular in the event of a
default on payment, the Supplier shall be entitled to withdraw from the contract – notwithstanding
any further (damage compensation) claims in the Supplier’s entitlement – and collect the delivered
products. The buyer shall be obligated to surrender the delivered products. The Supplier shall be
obligated to liquidate the object of delivery after reclaiming it. The liquidation proceeds shall be
deducted from the buyer’s liabilities– less the appropriate costs for the liquidation.
7. If the reservation of title is not effective pursuant to foreign law within the area of applicability in
which the delivered products are located, such security shall apply as agreed, which comes closest to
the reservation of title in said jurisdiction or in terms of its effects. If the buyer's cooperation is
required for the respective right to be established, it shall be obligated on the Supplier’s request to
take all measures at its own cost that are necessary to establish and preserve this right.
8. The Supplier is obligated on request by the buyer to release securities to the extent, as the sum of
all securities held by the Supplier exceed the total of the Supplier’s receivables from the buyer by
more than 10%:
VII. Delivery period and delivery delay
1. The delivery period follows from the agreements made. It begins – unless agreed otherwise – on
the day of the receipt of the order confirmation, but not before all commercial and technical questions
relevant for the execution of the delivery have been clarified between the Parties, and the buyer has
fulfilled all of its obligations such as obtaining any required certificates or approvals from authorities or
remittance of a prepayment. If these conditions are not fulfilled, the delivery period will be prolonged
appropriately. An appropriate prolongation of the delivery period shall also apply upon a subsequent
change to the original order by the buyer. The delivery period will begin regardless of the buyer's
cooperation duties upon receipt of the order confirmation by the buyer if the Supplier is responsible
for the delay.
2. The adherence to the delivery period is subject to the correct and timely receipt of supplies by the
Supplier. The Supplier shall notify of any delays as soon as these become anticipated.
3. The delivery period will be deemed adhered to if the object of delivery has left the Supplier’s factory
by the end of the period. If it has been agreed that the object of delivery will be picked up by the buyer or a representative of the buyer, the delivery period will be observed when the buyer has been
informed of the readiness for shipment. If an acceptance is required, the acceptance date shall be
decisive for the adherence to the delivery period, except in the case of a justified refusal of
acceptance. In case an acceptance is delayed by the buyer, the information of the readiness for
acceptance from the Supplier shall be decisive.
4. If the shipment or the acceptance of the object of delivery is delayed for reasons in the buyer’s
responsibility, the costs incurred through the delay will be charged to it starting one month after the
notification of the readiness for shipment or acceptance.
5. In the event of force majeure and other unpredictable, extraordinary circumstances outside of the
Supplier’s responsibility, e.g. business interruptions caused by fire, water and other circumstances,
outage of production plants and machinery, delivery period exceedances or delivery outage on the
part of suppliers, as well as business interruptions due to a shortage of raw materials, energy or
manpower, or strike, lockout, difficulties in the procurement of the means of transportation, traffic
congestions, intervention by authorities, the Supplier – insofar as the Supplier is prevented from the
timely fulfillment of the performance obligations at none of its fault because of said circumstances –
shall be entitled to postpone the delivery or performance for the duration of the obstruction plus an
appropriate lead time. If the delivery or performance is delayed by more than three months, both the
Supplier as well as the buyer will be entitled to withdraw from the contract in respect of the delivery
quantity or the performances affected by the delivery obstruction in exclusion of any damage
compensation claims.
6. The Supplier shall be entitled to make partial deliveries and partial performances within the agreed
delivery and performance periods where this is reasonably acceptable to the buyer.
7. The Supplier shall furthermore be liable to the buyer in the event of a delivery or completion delay
at its fault for any damage due to delays, only for the amount of a flat default compensation of 0.5% of
the net purchase price for each full week of the delay, whereas at most 5% the agreed purchase price
for the part of the total delivery that is affected by the delay, if and insofar as the buyer has incurred a
loss in at least this amount. This shall not apply if the Supplier has compulsory liability for gross
negligence or injury to life, body or health. The Supplier expressly reserves proof that the buyer has
not incurred any loss through the delay or a substantially lower one than the aforementioned flat sum.
8. In all cases of default, the Supplier’s obligation to pay damage compensation shall be limited
in accordance with the provisions of Sec. XI.
VIII. Transfer of risk
1. The delivery shall be made, unless expressly agreed otherwise in writing between the Supplier and
the buyer, ex-factory of the Supplier. In that case, the risk of accidental loss and accidental
deterioration of the objects of delivery shall transfer to the buyer upon their provision for pickup or
receipt of the notice of the provision by the buyer. For the rest, the risk of accidental loss and
accidental deterioration of the objects of delivery shall transfer to the buyer upon the handover of to
the freight forwarder. The risk of accidental loss and accidental deterioration of the objects of delivery
shall also be borne by the buyer if partial deliveries are made or if the Supplier has also taken on
further services, e.g. the shipment costs or the transport to the buyer. If the shipment is delayed due
to circumstances that are within the buyer’s responsibility, the risk shall transfer to the buyer upon the
readiness for shipment.
2. Delivered objects shall also be accepted by the buyer if they have insignificant deviations or
deficiencies, without prejudice to its rights under Sec. X.
IX. Shipment and packaging; setup
1. The shipment and packaging shall be at the sole discretion of the Supplier and at the cost of the
buyer. Packaging, the route of transport and the means of transport are left up to the Supplier’s
choice in absence of any separate agreement.
2. The Supplier is entitled to insure the shipment at the buyer's cost for breakage, damages from
transport, fire, water and theft if the objects of delivery are of high value.
3. If the Supplier has additionally taken on the assembly of the delivered machines, the
Supplier’s Special Terms of Assembly shall apply in addition.
X. Buyer's claims of defects
1. The buyer shall be entitled to claims of defects only if it has duly fulfilled its obligations for
inspection and notification of defects. The buyer shall notify the Supplier of detectable defects in
writing without delay, whereas at the latest within 7 working days following as of delivery of the
products. Hidden defects shall be notified to the Supplier in writing without delay, whereas at the
latest within 7 working days following the discovery. Hidden defect shall be notified in writing at the
latest within 12 months from the transfer of risk. The defective product shall be made available to
the Supplier for inspection on request.
2. In the case of used products or products that have been agreed to be declassed, and in the case of
insignificant reductions of the value or suitability for use of the delivered products, the buyer shall not
be entitled to the rights of warranty for defects. The same shall apply – regardless of the buyer's
status as consumer – in case of deviations, in particular in dimensions, weights, performance data
or colors that move on the scale of the regular industry tolerances. Likewise excluded are warranty
claims of the buyer – regardless of the buyer's status as consumer – if damages on the delivered
products or other objects of legal protection of the buyer are due to improper use of the product,
incorrect assembly or commissioning by the buyer or third parties, natural wear and tear, improper or
negligent handling of the product, use of unsuitable supplies, replacement materials, deficient
construction work outside of the Supplier’s responsibility, chemical, electric-chemical or electric
influences, which are none of the Supplier’s fault.
3. If there is a defect on items delivered by the Supplier, the Supplier shall be obligated at its own
choice to either subsequent fulfillment in the form of the correction of defects or delivery of a new item
without defects. In the case of the correction of the defect, the Supplier shall be obligated to bear all
expenses required for the purpose of correcting the defect, in particular transport, travel, work and
material costs, insofar as these are not increased for the reason that the object of purchase has been
transported by the buyer to a place other than the place of fulfillment. Any objects of delivery or parts
replaced within the scope of the subsequent fulfillment shall become the Supplier’s property.
4. The buyer shall grant the Supplier the required time and ample opportunity to implement the
correction of a defect or subsequent fulfillment. Otherwise, the Supplier shall be exempted from
liability for the consequences arising from this.
5. In the event of a withdrawal from the contract by the buyer, the delivered product shall be returned
to the Supplier by the buyer at the place of fulfillment according to Sec. XIII.1. If the delivered product
is at a place other than the place of fulfillment (setup location), the transport from the setup location
to the place of fulfillment shall be implemented by the buyer at its own cost and risk.
6. If the Supplier is not willing or not able to provide subsequent fulfillment, in particular if such is
delayed beyond reasonable periods for reasons within the Supplier’s responsibility or if the
subsequent fulfillment fails in any other way or if the kind of subsequent fulfillment is not acceptable to
the buyer, the buyer shall be entitled at its choice to withdraw from the contract or to demand a
reduction of remuneration. If only an insignificant defect is present, the buyer shall merely have a right
to reduce the remuneration. If the buyer has incurred a damage due to defects on the objects
delivered by the Supplier or if it has spent useless expenses, the Supplier’s liability for such shall be
determined according to Sec. XI.
7. If the buyer or a third party reworks the delivered product improperly by order of the buyer, the
Supplier will not be liable for any resulting consequences. The same applies to any modifications of
the object of delivery that are made without the Supplier’s prior consent and which have led to a
defect or damage.
XI. Liability
1. Liability of the Supplier to the buyer and third parties for damages or useless expenses –
regardless of the legal reason – shall apply only if the damage or the useless expenses
• have been caused by the Supplier or a vicarious agent through culpable breach of such a duty,
the fulfillment of which enables the proper execution of the contract in the first place and the
fulfillment of which the buyer may regularly rely upon (“essential contractual duty”); or
• are due to an intentional or gross negligent breach of duty by the Supplier or one of its vicarious
agents.
In deviation from Sec. XI.1, the Supplier shall be liable for damages or useless expenses that have
been caused by consulting and/or information not to be remunerated separately, only in the case of
intentional or gross negligent breach of duty, provided that this breach of duty does not constitute a
property defect of the product delivered by the Supplier.
2. If the Supplier is liable according to Section XI.1 for the breach of an essential contractual duty
without gross negligence or intent being established, the liability for damage compensation shall be
limited to the predictable, typically occurring damage. In that case, the Supplier shall in particular not
be liable for the buyer's lost profit and unpredictable indirect consequential damages. The liability
limitations according to clauses 1 and 2 shall apply equally to damages that are caused due to gross
negligence or intent by employees or representatives of the Supplier, provided that these are not
members of the Supplier’s Board of Directors or executive staff.
3. The liability limitations specified above in Sec. XI. 1 and 2 shall not apply if the liability is
compulsory on the basis of the provisions of the Product Liability Act or if claims are brought against
the Supplier for an injury to life, body or health. If a product delivered by the Supplier is missing an
assured property and condition, the Supplier shall be liable only for such damages, the avoidance of
which was the subject of the assurance.
4. A further liability for damage compensation than that provided for in Sec. XI. 1-3 is excluded
– regardless of the legal nature of the claim asserted. This shall apply in particular also to damage
compensation claims arising from fault in conclusion of a contract, positive breach of contract or for
claims based on tortuous act.
5. Insofar as the Supplier’s liability for damage compensation in relation to the buyer or third parties is
excluded or limited according to Sec. XI. 1-4, this shall also apply with regard to the personal liability
of the Supplier’s workers, staff, employees, representatives and vicarious agents.
XII. Order-specific supply parts and production equipment
1. Order-specific production equipment such as machines, testing and checking gauges and supply
parts (raw parts, accessories, attachment and installation parts) that are provided by the customer
shall be shipped free of charge. The compliance of the production equipment and supplied parts
provided by the customer with the contractual specifications or the drawings or samples provided to
us shall be verified by us only upon explicit agreement. The Supplier does not accept any liability for,
e.g. completeness, functionality, mode of functioning or damages.
2. Any parts that are provided by the customer and to be used by us against an appropriate
surcharge must meet the assured requirements and agreements (e.g. dimensional accuracy and
material) and be delivered in a fault-free condition by the customer. Free replacements shall be
delivered for parts becoming useless through scrapping.
3. The check of supply parts for fault-free condition is the customer’s responsibility. Additional costs
that arise on our side from any components that are not fault-free can be passed on to the customer.
costs which arise from any supply parts that are not fault-free after our processing at the customer’s
site cannot be passed on to us.
4. The supply parts shall be treated and stored with care by us. We are not be liable for accidental
loss or deterioration of the supply parts. We can return any of the customer’s supply parts that no
longer needed by us at its cost and risk or, if the customer does not follow our request to pick them up
within an appropriate period, we can retain them at the usual costs and destroy them after setting an
appropriate period and giving a warning.
XIII. Limitation
1. The buyer’s claims of defects on products delivered by the Supplier or on services performed by
the Supplier in breach of its duty – including damage compensation claims and claims for the refund
of useless expenses – shall lapse by limitation within one year, unless stated otherwise in the
following Sec. XII. 2 and 3. The limitation period for the buyer's claims in the definition clause 1
begins
• in the case of purchase agreements with delivery;
• in the case of contracts for work and services and contracts for work and material with
acceptance;
• in all other cases on the statutory start of the limitation period.
2. For defects on a building or objects of delivery that are used for a building according to their
regular purpose of use and which have caused the building’s deficiency, the buyer's claims shall
lapse by limitation within 5 years starting from delivery (in the cases specified in Sec. 1) or
acceptance (in cases according to Sec. XII. 1).
3. If the Supplier has failed, contrary to its duty, to perform consultation and/or information that is not
to be remunerated separately, without the Supplier having delivered products in connection with the
information or consulting and without the consulting or information in breach of duty representing a
property defect of the delivered product, any claims against the Supplier based thereon shall lapse by
limitation within one year as of the statutory start of the limitation period. Insofar as the consulting or
information in breach of duty represent a property defect of the product delivered by the Supplier in
connection with the information or consulting, the provisions agreed in Sec. 1, 2 and 3 shall apply
regarding the limitation of the rights derived from such.
4. The provisions agreed in Sec. 1 to 4 shall not apply to the limitation of claims arising from the
injury to life, body or health nor to the limitation of claims according to the Product Liability Act nor
legal defects of the products delivered by the Supplier, which are constituted in the right in rem of a
third party based on which the surrender of the product delivered by the Supplier can be demanded.
They furthermore do not apply regarding the limitation of the buyer's claims that are based on the
Supplier having maliciously concealed defects on the delivered products or performed services. In
the cases under this Sec. XII.4, the statutory limitation periods shall apply for the limitation of the
claims.
XIV. Miscellaneous agreements
1. The place of fulfillment and the exclusive place of jurisdiction for all claims arising between the
Supplier and the buyer shall be the place of the Supplier’s registered office as entered in the
commercial register, provided that no legal regulations are opposed. The Supplier, however, is also
entitled to file suit at the place of the buyer’s registered office.
2. Exclusively Singapore law governs the contractual relations, to the exclusion of the provisions of
the United Nations Convention on Contracts for the International Sales of Goods (CISG).
3. Without the Supplier’s explicit agreement, the buyer may neither transfer its rights or claims against
the Supplier, in particular not such arising from the contractual relationship established between the
Supplier and the buyer, for example, warranty rights, whether in full or in part, to third parties nor
pledge these to third parties.
4. Even if individual points of the contract are invalid, the contract in the remaining part shall remain in
full force and effect. Instead of the invalid points, the statutory regulations shall apply where such
exist. If this was to represent unacceptable hardship for one of the Parties, the contract on the whole
shall become invalid however.
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