The Supplierâ€˜s supplies and services shall be exclusively based on the following terms and shall apply to any future contracts and agreements. The Purchaserâ€˜s purchasing conditions are expressly rejected herewith and shall not commit the Supplier even if no objections are raised on making of a contract. The Supplierâ€˜s General Condition of Sale shall be deemed to have been accepted on receipt of the goods by the Purchaser or commencement of any services to be rendered.
Unless otherwise agreed, prices shall be quoted ex works Celle, Germany, excluding any costs of packaging. Cedima reserves the right to invoice those prices valid at the time of delivery or accomplishment.
3. Terms of Payment
a) Unless otherwise agreed, payments shall be eff ected within 30 days from the date of invoice strictly net or within a period of 10 days minus 2 % cash discount. Invoices for repairs shall be payable strictly net on receipt. Discountable bills of exchange shall be accepted for payment subject
to explicit agreement only. Credits for bills of exchange or cheques shall be eff ected subject to the receipt of funds and valued on the day on which the equivalent is received by the Supplier. Any costs, including discount charges shall be paid by the Purchaser.
b) In case of delays in payment, the Supplier shall be entitled to charge interests of 8 % above the base rate of the European Central Bank. This shall not exclude any claims for higher damages, if any.
c) The Supplier reserves the right of invoicing orders totalling less than EUR 50,00 gross for net and to dispatch any orders received from unknown clients by cash against delivery.
d) For sales in foreign currencies, the Purchaser agrees to assume the currency risks from signature of contract.
e) The Purchaser can only set off with claims that are beyond dispute or that have been determined legally binding.
The type of packaging for shipment shall be made according to the Supplierâ€˜s proper judgement. Packaging for shipment shall be invoiced at cost price. Returned packaging schall only be accepted, if the return has been requested, whereby we reserve the right to charge for deposit.
5. Shipment and Risk
a) Shipment shall be exclusively eff ected on behalf of the Purchaser and at his cost. Unless otherwise agreed, transport and the route of transport shall be the Supplierâ€˜s choice,excluding any liability for faulty services by the forwarding agent contracted.
b) Special requests of the Purchaser (such as express shipment, special packaging, contracting a specific forwader) shall be considered as and when possible subject to any additional costs being invoiced.
c) On transfer of the goods to a forwarder or carrier, but at least of the time of leaving the factory, the risk - including confiscation - shall pass in any case to the Purchaser, including fob or cif transactions. Moreover, the interpretation of any differences in sales provisions shall be subject to Incoterms unless otherwise stipulated in these provisions.
d) Forward notices for goods announced to be ready for shipment must be handed in without delay. Otherwise and should shipment prove impossible, the Supplier shall be entitled to stoar these goods at the Purchaserâ€˜s cost and risk subject to the Supplierâ€˜s sole discretion and invoice the same as
supplied ex works.
6. Periods and Dates of Delivery
a) Periods and dates of delivery quoted are not binding. The period of delivery shall commence on the day of accepting an order but not prior to full clarifi cation of all details for completing an order.
b) Periods and dates of delivery shall be deemed to have been complied with on notifi cation of readiness for shipment on time, although shipment may be impossible, not due to the Supplierâ€˜s fault.
c) The agreed period of delivery shall be extended - irrespective of the Supplierâ€˜s rights due to the Purchaserâ€˜s delay - for a period by which the Purchaser is in delay of his duties, resulting from this or any other contract. This shall apply accordingly when a date of delivery has been agreed.
d) Part-deliveries are acceptable in the frame to be reasonable for the Purchaser.
7. Delays in Delivery
Acts of God shall entitle the Supplier to delay delivery of services for the duration of such
impediments plus an adequate period of time for starting up or to rescind from the contract or any uncompleted part of the contract. Acts of God shall include strikes, lock-outs and any other events rendering the Supplierâ€˜s deliveries and services seriously diffi cult or otherwise impossible, such as
fire, breakdown of machinery, lach of raw materials, obstruction of transport routes, including any of these events occuring to pre-suppliers. The Purchaser may request a statement from the Supplier
as to whether the Supplier intends to rescind form the contract of make supplies and render services within an adequate period of time. Should the Supplier not make the said statement, the Purchaser shall be entitled to rescind from the contract.
8. Retention of Title
a) All goods supplied shall remain the Supplierâ€˜s property prior to payment of all claims, irrespective of
the legal reasons, in particular any balances outstanding (products subject to retention of title) although payments have been effected for specific amounts outstanding. Handling and processing shall be eff ected
on behalf of the Supplier subject to exclusion of any transfer of title in compliance with Â§ 950 BGB (German Civil Code) without the Supplier incurring any liability. Any products processed shall be used as a security up
to the level of the invoiced value of any goods supplied to retention of title.
b) When processed by the Purchaser together with any other goods, the Supplier shall be entitled to any new products subject to a lease in relation to a value of any goods supplied subject to retention of title with
any other goods processed at the time of processing. Any new goods resulting from the said processing shall therefore be subject to the same provisions as any goods supplied subject to retention of title.
c) The Purchaserâ€˜s accounts receivable due to any resale or disposal of goods supplied subject to retention of title shall be assigned to the Supplier now without considering the fact that any goods supplied subject to retention of title or after proecessing have been resold or disposed of to one or several purchasers. Any assigned claim shall be used as a security for the value of any resold product subject to retention of title. The Purchaser agrees to notify the Supplier of any assignment to his purchaser for payment. Should any goods supplied subject to retention of title be sold or disposed of, together with any other goods that are not the Supplierâ€˜s property, assignment of any accounts receivable shall only be applicable up to the value of any goods supplied subject to retention of title.
d) The Purchaser shall only be entitled to sell or dispose of any products being the Supplierâ€˜s property for normal business transactions, subject to his standard conditions of sale and for as long as his payments have not been delayed. The Purchaser shall only be entitled or authorized to the
resale or disposal of any goods supplied subject to retention of title subject to any accounts receivable resulting from the said resale or disposal in accordance with Â§ c) being assigned to the Supplier. The Purchaser shall not be entitled to any other disposal such as charges on mortgages on any goods supplied. Should the value of any security existing in favour of the Supplier exceed the total of the Supplierâ€˜s accounts receivable by mor than 20 %, the Supplier agrees to release the security of his discretion at the
Purchaserâ€˜s request. The Purchaser agrees to notify the Supplier without delay of any seizure of products supplied subject to retention of the title and any accounts receivable of the Supplier in accordance with $ c) or any other inference by third parties.
9. Liability of Defects
The liability of defects is subject of our Warranty Conditions. The Warranty Conditions are part of these
General Conditions of Sale.
10. Claims of Damages
Any claims of damages raised by the Purchaser regarding the breach of essential contractual obligations are liwithed to the predictable damages tipical for the contract - a maximum of the triple value of the working volume of that product having caused the claim - except of intent or gross negligence or if liability is assumed because of injury of life, body or health.
11. Place of Performance and Jurisdiction
a)a) The place of performance and jurisdiction for businessmen and public corporations shall at CEDIMAâ€˜s option be Celle, Germany, or any other legal jurisdiction. b) The contract shall be subject to German law. UN-Law concerning contracts about international movement of goods (CISG) shall not apply. c) The Supplier shall not be liable for any shipment destined for export, should the Supplierâ€˜s products infringe third-parties rights. The Purchaser agrees to make any good any loss or damage caused to the Supplier by the further export of any goods, exports which have not been explicitly sanctioned by the Supplier.
12. General/Eff ectivity
Should one of the provisions of this agreement be legally ineff ective or not be applied, the eff ectivity of any other provisions shall not be aff ected. In this case, the Parties hereto agree to find an arrangement being as close as possible to the meaning and purpose of this contract of let be valid legal regualtion due to German Civil Code and orresponding to the economic interest of the Parties.
Status: May 2015
Terms of warranty
1. Complaints must be submitted without delay, however, within 14 days following the arrival of the device at the latest. If this deadline has expired, or if the device complained about is put into operation and used for work, then the device complained about shall be considered accepted and therefore free of faults. Hidden defects must be reported in writing immediately after being discovered, however at the latest within 6 months of the receipt of the device.
2. We guarantee the agreed usability of the device delivered by us for a period of 12 months, the term beginning on the day the device arrives with the buyer, irrespective of this, our obligation shall be considered as fulfi lled, as soon as the goods are despatched from our works/warehouse. In no case do we assume a producersâ€˜ guarantee. The mandatory regulations of the law for product liability remain untouched.
3. Wearing parts are subject to a limited warranty. Wearing parts are parts subject to operation-related wear
during proper use of the device. The rate of wear cannot be uniformly defi ned and diff ers according to the
intensity of use. The wearing parts must be adjusted, maintained and, if necessary, replaced for the specifi
c device in accordance with the manufacturerâ€˜s operating manual. Operation-related wear is not a reason for
claims to defects. Wearing parts for the construction devices such as core drilling and sawing machines and
special machinery as well as related general assemblies (if available):
- Feed and drive elements such as toothed racks, gear wheels, pinions, spindles, spindle nuts, spindle
bearings, wires, chains, sprockets, belts
- Seals, cables, hoses, packings, gaskets, plugs, couplings, and switches for pneumatic, hydraulic, water,
electricity, fuel systems
- Clamping elements for quick release systems
- Flushing head seals
- Slide and roller bearings that do not run in an oil bath
- Shaft oil seals and sealing elements
- Friction and safety clutches, braking devices
- Carbon brushes, collectors / armatures
- Consumable operating materials such as fuels, lubricants, coolants etc.
- Easy-release rings
- Control potentiometers and manual switching elements
- Securing elements such as dowels, anchors, screws and bolts
- Fuses and lamps
- Bowden cables
- Spark plugs, glow plugs
- Parts of the reversing starter such as the starting rope, starting pawl, starting roller and return spring
- Sealing brushes, rubber seals, splash protection cloths
- Filters of all kinds
- Drive and guide wheels/pulleys and associated rubber tyres
- Cable wire protection elements
- Drive and travel wheels
- Water pumps
- Cut-materia transport rollers
- Drilling, separating and cutting tools
- Energy storage devices
4. In case of a justifi ed complaint, we can choose to repair the device and/or to provide a replacement against return of the device. Replaced parts or devices become our property.
5. A complaint has to be filed in writing, stating machine number, invoice number and date.
6. Improvements shall always be carried out at the delivery plant. Repair work requested by the buyer to be carried out on his or a third partyâ€˜s premises, needs prior consent by us. The resulting costs of the mechanic and any other assistants are borne by the buyer. The warranty expires, if the customer or any other, unauthorized person, interfere with the purchased device.
7. If the replacement of assemblies or components by the buyer of others has been expressly arranged with us, any possible recognition of the warranty case cannot be given by us until after the defective parts have been returned to us and inspected by us.
8. According to the statutory regulations the buyer is only entitled to cancel a contract, if we refuse improvements or the supply of replacements acc. to fi g. 4 even though a defect has been proven, or a deadline that we have been given has elapsed unfulfi lled. If only a minor defect has occured, the buyer is merely entitled to an abatement of the purchase price, which in any other case is excluded. We are not liable for compensation on account of a defect or damages subsequent to a defect, unless these occur on account of an intention of a negligence whick we are responsible for.
9. No guarantee is assumed for damages that have arisen of the following reasons:
a) faulty installation,
b) improper use or overstressing,
c) permanent overload, leading to damages to coils or the windings of armatures,
d) extraneous causes, e.g. transport damages, climatic infl uences or other natural phenomena,
e) use of integral or accessory parts that are not suitable/adjusted to our devices.
10. If there is reason for complaint about a diamond tool(s), this tool(s) must be removed from the machine immediately! To protect your interest and to conduct a proper inspection, a segment height of at least 20 % (of height in new condition) is required. Failure to observe this will lead to any claims to replacement that you may have being avoided!
11. If warranty claims are satisfi ed by us, then this neither extends the warranty period nor does it begin a new warranty period for the device. The warranty period for installed spare parts shall end no sooner or later than the warranty period for the device.
12. Otherwise, our complete terms of sale and delivery apply.