General Terms and Conditions of Business of Wärtsilä JOVYATLAS EUROATLAS GmbH Fennenweg 4 D-26844 Jemgum, Germany
1. General These Terms and Conditions of Sale, Delivery and Payment shall represent a legally binding contract for all business relations, sales and other legal transactions between us and our customers. Deviating or supplementary agreements and agreements made verbally or over the telephone, shall only be binding if we have confirmed them in writing. The customer shall waive his own terms and conditions of purchase if he fails to make his objections explicitly known in writing and does not express his wish for special agreements to be made.
2. Offer All submitted offers, whatever their form, shall be non-binding, unless otherwise agreed in writing between the contractual parties. All data, such as dimensions, weights, illustrations, descriptions, assembly diagrams and drawings in brochures, price lists and other printed matter shall be approximate, albeit determined as closely as possible, and shall not be binding on our part. We shall retain ownership rights and copyrights to illustrations, drawings, calculations, samples and prototypes.
3. Order Confirmation Orders, agreements, warranties, etc., including those between our representatives and other employees, shall require our written confirmation and signature to be legally binding. Any objections to order confirmations must be submitted to us in writing without delay; at the latest within one week of receiving the confirmation. Should the order confirmation refer to specific "INCOTERMS", these should be understood as the "INCOTERMS 2000" and the contents set out therein, unless otherwise specified in the order confirmation. Stated delivery dates shall only be considered binding if they have been explicitly provided by us with the comment "binding".
4. Prices Prices shall apply ex works, without installation or assembly and excluding packaging. Statutory VAT is not included in our prices; it shall be indicated separately on the invoice at the prevailing statutory rate on the date of invoicing.
5. Delivery Delivery shall take place at the customer’s expense and risk. If free delivery has been agreed, the risk shall pass to the customer upon the vehicle's arrival at ground level at the forwarding address, or at the point that is closest to this address and that can be reasonably reached by the vehicle. Partial deliveries shall be permitted and shall be considered as independent deliveries. Selection of the transport route and means of transport shall rest with us. Deliveries to a point-of-use or neighbouring warehouse shall mean delivery excluding unloading, providing there is a road that can be accessed by heavy goods lorry. Unloading should be carried out promptly and appropriately by the customer. For delivery with installation, assembly and set-up, the risk of loss shall pass to the buyer on the day the goods are received at the buyer's company, or, if agreed, after the products have successfully passed a trial operation. The prerequisite for this is that the trial operation or set-up takes place at the buyer's company without delay; 7 days after delivery at the latest. Delivery dates shall apply subject to correct and punctual availability of supplies, unless we have agreed in writing to binding delivery dates. The goods shall also be deemed to have been delivered if, after notification of the goods' readiness for dispatch, they are not promptly retrieved (after 14 days at the latest) and the buyer has been given advance written notice. Unforeseen extraordinary events, such as labour disputes, official measures, traffic disturbances or other instances of force majeure, shall entitle us to postpone the delivery for the duration of the hindrance, or to terminate the contract in the event that it cannot be fulfilled. In the event of a delayed delivery or impossibility of performance for which we are responsible, customer claims for damages shall be excluded, unless they are based on a deliberate act or gross negligence on our part, or on the part of one of our legal representatives or vicarious agents.
6. Placement, Installation, Assembly and Start-Up Unless agreed otherwise in writing, the following provisions shall apply for every type of placement, installation, assembly and start-up: The buyer must provide at his own expense and in due time: - the required number of auxiliary personnel, such as labourers and, if necessary, bricklayers, carpenters, fitters, crane operators and other skilled workers, along with the necessary tools. - all earth work, foundations, civil engineering, mortising, scaffolding, plastering, painting and other additional work lying outside the supplier's trade, including the necessary building materials. - the equipment and materials necessary for placement, installation, assembly and set-up, such as scaffold boards, wedges, bases, cement, cleaning and sealing agents, lubricants, fuels, etc., along with scaffolds, lifting equipment and other devices. - operating power, including the necessary connections to the point of use, as well as heating and general lighting. - at the installation site, sufficiently large, appropriate, dry and lockable rooms which can be used to store machine parts, equipment, materials, tools, etc., as well as suitable working and recreation rooms for assembly personnel, including appropriate sanitary facilities. Furthermore, the customer must take the same provisions for safeguarding the property of the contractor and assembly personnel at the site as he would for his own.
7. Liability for defects For defects, including the absence of expressly warranted characteristics, we shall be liable in accordance with the General Terms and Conditions of Delivery for Products and Services of the Electrical Industry (German Electrical and Electronic Manufacturers' Association). Liability shall be excluded for consequential damages arising from the use of defective equipment, systems, etc. The mandatory provisions of the German Product Liability Act shall remain unaffected.
8. Termination of the contract In the event that the buyer terminates the contract with our consent, we shall be entitled to claim liquidated damages amounting to 20% of the order value, unless the buyer can prove that the damage incurred by us as a result of the contract's termination is significantly less.
9. Payment Unless agreed otherwise, our invoices shall be net payable within 30 days of the date of delivery and invoicing.Possible discounts shall only be granted if all previous invoices have been settled up to that point.
10. Retention of title Our goods shall be supplied exclusively under retention of title. The goods shall remain our property until all claims for payment to which we are entitled have been settled by the customer. The customer may only dispose of the delivered goods in the usual course of business, and may not agree a prohibition of assignment with his buyers. He is also obligated to subject his buyers to our retention of title. Within the meaning of these Terms and Conditions of Sale, Delivery and Payment, disposal shall also mean the processing, assembly or other exploitation of goods.
11. Place of Fulfilment and Jurisdiction Unless otherwise stated in the order confirmation, our place of business shall be the place of fulfilment for deliveries and all buyer obligations. The law of the German Federal Republic shall apply. As agreed, the place of jurisdiction shall be Bremen.