NWS Product Catalogue.pdf

Scope of validity 1. These Conditions of Sale apply to business owners, legal entities under public law and special funds under public law. Our delive- ries and services are provided exclusively on the basis of the terms and conditions below. The business terms and conditions of the partner, unless expressly recognised by us, have no validity. General provisions (WNN FGVCKNU QH CP[ XGTDCN CITGGOGPVU YKNN DG KOOGFKCVGN[ EQPƂTOGF in writing by the contracting partners. 1TFGTU YKNN PQV DG DKPFKPI WPVKN VJG[ CTG EQPƂTOGF D[ WU 4. Information and illustrations contained in brochures and catalogues are, in accordance with usual trade practice, regarded as approximations unless they have been expressly described by us as binding. Long-term and call contracts, price adjustment 5. Unlimited contracts may be terminated by 3 months’ notice. +H CP[ UKIPKƂECPV EJCPIG QEEWTU KP VJG ECUG QH NQPI VGTO EQPVTCEVU (contracts with a term of more than 24 months and unlimited contracts), in respect of wage, material or energy costs, each of the contracting partners is entitled to demand an appropriate adjustment of the price, taking these factors into consideration. 7. Where a binding order quantity is not agreed, our calculation will be based on the non-binding order quantity expected by the RCTVPGT HQT C URGEKƂE RGTKQF QH VKOG VCTIGV SWCPVKV[ 9JGTG VJG partner purchases less than the target quantity, we are entitled to increase the unit price by an appropriate amount. Where the partner purchases more than the target quantity, we will reduce the unit price accordingly, provided that the partner has given notice of the surplus requirement not less than 2 months before delivery. 8. In the case of call supply contracts, unless otherwise agreed, DKPFKPI SWCPVKVKGU CTG VQ DG PQVKƂGF VQ WU D[ ECNN PQV NGUU VJCP months before the delivery date. Any additional costs caused by our partner through late calling or subsequent amendments to the call in respect of time or quantity are to be borne by the partner; in this respect our calculation will prevail. %QPƂFGPVKCNKV[ 9. Each of the contracting partners will use all documents (which will also include samples, models and data) and information received by them under the business relationship only for the contractual purpose, and maintain secrecy in respect of third parties with the same due care as applied to their own documents and information, YJGTG VJG QVJGT RCTVPGT FGUETKDGU VJGO CU EQPƂFGPVKCN QT JCU CP obvious interest in maintaining secrecy in respect of such docu- ments or information. This obligation commences on receipt of the ƂTUV FQEWOGPVU QT KPHQTOCVKQP CPF GPFU OQPVJU CHVGT VJG GPF QH the business relationship. 10. The obligation does not apply to documents and information which are generally known, or which were already known to the con- tracting partner on receipt and where the contracting partner was not under obligation of secrecy, or where they are subsequently conveyed by a third party who is authorised to pass on such docu- ments or information, or where the documents or information are developed by the receiving contract partner without exploitation of documents or information of the other contracting partner. &TCYKPIU CPF URGEKƂECVKQPU 11. Where one of the contract partners makes available to the other drawings or technical documents relating to the goods to be supplied, or to the manufacture of such goods, to the other partner, these remain the property of the contract partner submitting them. Samples and production materials 12. Manufacturing costs for samples and production materials (tools, moulds, templates, etc.) will, unless otherwise agreed, be invoiced separately from the goods to be supplied. This also applies to production materials which have to be replaced as a result of wear and tear. 13. The costs for maintenance and proper storage, together with the risk of damage to, or destruction of the production materials, will be borne by us. 14. Where, during the period of manufacture of samples or production materials, the partner abandons or terminates the co-operation, all manufacturing costs incurred up to that time will be borne by that partner. 15. Even where the partner has paid for them, the production materials remain our property at least until completion of the supply contract. The partner is then entitled to reclaim the production materials, where a mutual agreement has been reached in respect of the time of delivery and the partner has fully complied with his contractual obligations. 16. We will keep the production materials free of charge for three [GCTU CHVGT VJG ƂPCN FGNKXGT[ VQ QWT RCTVPGT 9G YKNN VJGP TGSWGUV our partner in writing to make known his views on their further use within 6 weeks. Our duty of storage will end if, within these 6 weeks, no such statement has been made, or if no new order has been given. 17. Purchaser-related production materials may only be used by us for supply to third parties with the prior written agreement of our partner. Prices 18. Our prices are in Euro, exclusive of turnover tax, packing, freight, carriage and insurance. Payment terms 19. All invoices are due for payment within 30 days of the invoice date. In the event of payment within 10 days from the invoice date, 2 per cent discount will be allowed, provided that the partner is not in arrears with the settlement of claims. 20. Where we have indisputably supplied goods which are partly defective, our partner is nevertheless obliged to pay for the non- defective part, unless partial delivery is of no use to him. In other respects the partner may only set off payment against counter- ENCKOU YJKEJ JCXG DGGP FGVGTOKPGF D[ ƂPCN LWFIGOGPV QT CTG PQV disputed. 21. If the payment terms are not met, we shall be entitled to bill interest on arrears at the rate charged to us by the bank for current account overdrafts, but at a minimum of 8 percentage points above the base interest rate of the European Central Bank at the time. 22. In the event of any delay in payment we may, after giving notice in writing to the partner, suspend our obligations until payments have been received. 23. Bills of exchange and cheques will only be accepted where this has been agreed, and only on account of performance and on condition that they may be discounted. Discount charges will be calculated from the due date for payment of the invoice amount. A guarantee for presentation of bills of exchange and cheques at the due and proper time and for the lodging of a protest is excluded. 24. If it becomes apparent after conclusion of the contract that our claim to payment is at risk owing to the partner’s lack of adequate ƂPCPEKCN ECRCEKV[ YG UJCNN DG CDNG VQ TGHWUG RGTHQTOCPEG CPF VQ set the partner a reasonable deadline within which it must make payment or provide security concurrently with delivery. If the part- ner refuses to do so or the deadline expires without result, we shall be entitled to withdraw from the contract and demand damages. Delivery 25. Unless otherwise agreed, we will deliver ”ex-works”. Compliance with the delivery date or delivery period will be based on our PQVKƂECVKQP QH TGCFKPGUU HQT FKURCVEJ QT EQNNGEVKQP 6JG FGNKXGT[ RGTKQF EQOOGPEGU QP FKURCVEJ QH QWT QTFGT EQPƂTOC - tion and will be extended as appropriate where the provisions of Article 55 below apply. 27. Partial deliveries are permitted within reason. They will be invoiced separately. 28. Production-related long or short deliveries are permitted within a tolerance of .. per cent of the total order quantity. The total price will be adjusted accordingly. Dispatch and transfer of risk )QQFU YJKEJ CTG PQVKƂGF CU DGKPI TGCF[ HQT FKURCVEJ CTG VQ DG taken over immediately by the partner. We are otherwise entitled, at our option, to dispatch them or to store them at the cost and risk of the partner. 30. In the absence of any special agreement, we will select the trans- port method and routing. 31. The risk is transferred to the partner on handover to the railway, forwarding agent or freight carrier, or on commencement of storage, but in any case not later than departure from the factory or warehouse; this also applies if we have undertaken delivery. Delay in delivery 32. If we are able to anticipate that it will not be possible for the goods to be delivered within the delivery period, we will immediately inform the partner in writing of the reasons for this, and also if possible indicate the probable delivery date. 33. In the event of delivery being delayed by one of the circumstances as set forth in Article 55 below, or as a result of any action or omission on the part of the partner, an extension of the delivery period will be granted appropriate to the circumstances. 34. The partner is only entitled to withdraw from the contract if we are responsible for the delivery date not being met and the partner has allowed us a reasonable period of grace without result. Reservation of title 35. We reserve the right of ownership in respect of the goods supplied until such time as all claims under the business relationship with the partner have been met. 36. The partner is entitled to sell these goods in the regular course of business, provided it meets its obligations arising from the business relationship with us in good time. However, it may neither pledge the reserved goods nor transfer ownership of them as security. It is obliged to protect our rights if goods which are subject to reservati- on of title are resold on credit. 37. In the event of breaches of its duties by the partner, in particular in the case of delayed payment, we shall be entitled, after a reaso- nable period of grace allowed to the partner for performance has elapsed without result, to withdraw from the contract and take back the goods; this shall not affect the statutory provisions concerning cases where it is not necessary to allow a period of grace. The partner shall be obliged to surrender the goods. We shall be GPVKVNGF VQ YKVJFTCY HTQO VJG EQPVTCEV KH CP CRRNKECVKQP KU ƂNGF HQT insolvency proceedings to be instituted against the partner’s assets. 38. With immediate effect the partner assigns to us as security all claims and rights deriving from the sale or any hiring, for which we may have given the partner permission, of goods over which we have rights of ownership. We hereby accept the assignment. 39. Any working or processing of the goods which are subject to reservation of title shall at all times be carried out by the partner on our behalf. If the goods which are subject to reservation of title are processed or inseparably mixed with other items not owned by us, we shall acquire joint ownership of the new product in the proportion of the invoice value of the goods which are subject to reservation of title to the other processed or mixed items at the time of processing or mixing. If our products are combined or insepara- bly mixed with other moveable items to form a single product and the other product is deemed to be the principal product, the partner shall transfer joint ownership to us on a pro rata basis, as far as the principal product is owned by it. The partner shall maintain owner- ship or joint ownership on our behalf. In all other respects the same shall apply to the product created by processing or combination or mixing as to the goods which are subject to reservation of title. 40. The partner must inform us immediately of enforcement measures being taken by third parties in respect of the reserved goods by handing over to us the documents required for any intervention. This also applies to infringements of any other kind.) 41. If the value of the existing securities exceeds the secured claims in total by more than 20 per cent, we undertake, at the partner’s request, to release securities of our choice in this respect. Material defects 42. The quality of the goods is determined exclusively by the agreed VGEJPKECN UWRRN[ URGEKƂECVKQPU +P VJG GXGPV QH QWT JCXKPI VQ UWRRN[ KP CEEQTFCPEG YKVJ FTCYKPIU URGEKƂECVKQPU UCORNGU CPF VJG NKMG RTQXKFGF D[ QWT RCTVPGT VJG NCVVGT YKNN VCMG QXGT VJG TKUM QH ƂVPGUU for the intended use. The condition of the goods in accordance with the contract is determined as at the time of transfer of risk in accordance with Article 31 above. 43. Any material defects in respect of any defect deriving from unsuitable or improper use, defective assembly or operation by the partner or third parties, normal wear and tear, defective or negligent handling, will also be excluded as the consequences of WPUWKVCDNG OQFKƂECVKQPU QT TGRCKTU WPFGTVCMGP D[ VJG RCTVPGT QT third parties without our approval. The same shall apply to defects YJKEJ QPN[ TGFWEG VJG XCNWG QH VJG IQQFU QT VJGKT ƂVPGUU HQT VJGKT KPVGPFGF WUG VQ CP KPUKIPKƂECPV GZVGPV 44. Claims for material defects shall become statute-barred at the time stipulatedby law, unless otherwise agreed. 45. Where it is agreed that the goods are to be accepted after comple- VKQP QT VJCV KPKVKCN UCORNGU CTG VQ DG VGUVGF PQVKƂECVKQP QH FGHGEVU which could have been discovered by the partner under careful acceptance or testing of initial samples is excluded. 9G OWUV DG IKXGP VJG QRRQTVWPKV[ QH CUUGUUKPI VJG PQVKƂGF FGHGEV The goods complained of must be returned to us immediately; we will take over the transport costs where the notice of defect is justi- ƂGF +P VJG GXGPV QH VJG RCTVPGT HCKNKPI VQ QDUGTXG VJGUG QDNKICVKQPU QT ECTT[KPI QWV OQFKƂECVKQPU QH VJG IQQFU YJKEJ CTG EQORNCKPGF of without our consent, he will lose any claims for material defects. +P VJG GXGPV QH PQVKEG QH FGHGEV YJKEJ KU LWUVKƂGF CPF OCFG CV VJG due and proper time, we will, at our choice, make improvements to the goods complained of or supply a replacement free of defect. 48. In the event of our failing to meet these obligations, or failing to do so within a reasonable time in accordance with the terms of VJG EQPVTCEV VJG RCTVPGT OC[ UGV KP YTKVKPI C ƂPCN FGCFNKPG YKVJKP YJKEJ YG OWUV HWNƂN QWT QDNKICVKQPU +P VJG GXGPV QH VJKU RGTKQF expiring without result, the partner may demand reduction of the price, withdraw from the contract or himself carry out, or have the necessary subsequent improvement carried out by a third party at our cost and risk. There shall be no reimbursement of costs if the expenses increase because the goods have been brought to another place after delivery by us, unless this means that the goods are being used as they were intended to be. 49. he partner has statutory rights of recourse against us only in so far as the partner has not reached any agreements with its customer which go beyond the statutory claims for defects. In addition, Article 48, last sentence, applies accordingly to the scope of the rights of recourse. Other claims, liability 7PNGUU QVJGTYKUG URGEKƂGF DGNQY CP[ CFFKVKQPCN QT OQTG GZVGPUKXG claims by the partner against us are excluded. This shall apply in particular to claims for damages for a breach of duties arising from the obligation or from unlawful acts. We are therefore not liable for any damage not deriving from the delivered goods themselves. We CTG KP RCTVKEWNCT PQV NKCDNG HQT CP[ NQUU QH RTQƂV QT QVJGT ƂPCPEKCN losses by the partner. 51. The limitations of liability indicated above do not apply in the ECUG QH URGEKƂE KPVGPV ITQUU PGINKIGPEG QP VJG RCTV QH QWT NGICN representatives or senior employees, and in the event of culpable XKQNCVKQP QH UKIPKƂECPV EQPVTCEVWCN QDNKICVKQPU +P VJG GXGPV QH EWNRCDNG XKQNCVKQP QH UKIPKƂECPV EQPVTCEVWCN QDNKICVKQPU YG CTG NKCDNG QVJGT VJCP KP ECUGU QH URGEKƂE KPVGPV QT ITQUU PGINKIGPEG on the part of our legal representatives or senior employees - only for standard contractual loss, or loss which might reasonably have been expected. 52. The limitation of liability is also not applicable in those cases where there is liability in accordance with product liability laws in the case of defects in goods supplied for private use. It is also not applicable in case of injury of life, body or health and in the absence of guaranteed characteristics, if, and insofar as the object of the guarantee was to cover the partner against any losses not deriving from the goods supplied themselves. 53. Insofar as our liability is excluded or limited, this is also applicable to the personal liability of our employees, workers, personnel, legal representatives and vicarious agents. 54. The legal provisions relating to burden of proof are not affected by this. Force majeure #EVU QH )QF KPFWUVTKCN FKURWVGU FKUVWTDCPEGU QHƂEKCN OGCUWTGU non-arrival of deliveries from our suppliers and other unpredictab- le, unavoidable and serious events will release the contracting part- ners from their duty to perform for the duration of the disturbance and to the extent of their effect. This is also applicable where these events occur at a time when the contracting partner concerned is in default, unless the delay is caused intentionally or gross negligently. The contracting partners are obliged, so far as is reasonable, to provide the necessary information immediately and in good faith to adjust their obligations to the changed conditions. Place of performance, place of jurisdiction and applicable law 7PNGUU QVJGTYKUG KPFKECVGF KP VJG QTFGT EQPƂTOCVKQP VJG RNCEG QH performance is our principal place of business. 57. The place of jurisdiction for all legal disputes, including any action relating to payment bills of exchange or cheques, is our principal place of business. We are also entitled to bring an action at the place of business of the partner. 58. The contractual relationship is exclusively subject to the laws of the Federal Republic of Germany. Application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG - ”Vienna Sales Convention”) is excluded. Copyright The NWS program was arranged according the latest develop- ments in technology. We reserve misprints, mistakes in technical details and descriptions, technical changes as well photographs differing from the original product for ourselves. The contents is protected by copyright. Reproductions, also of single items, must be expressly permitted by us. 185 General Terms and Conditions of Business (GTC)