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Terms

Status: January 2016

Content

  1. General
  2. User Registration
  3. Privacy
  4. Offers, Completion of Contract, Scope of Delivery
  5. Prices and Payment
  6. Deliveries
  7. Transfer of Risk, Receiving Supplies
  8. Retention of Title
  9. Liability
  10. Changes, Place of Jurisdiction, Applicable Law, Severability Clause

1. General

These Terms and Conditions of supply and payment apply in conjunction with the “General Terms and Conditions for the Supply of Products and Services of the Electrical and Electronics Industry” (version June 2011) attached to these Terms and Conditions of supply and payment. Should individual items in these Terms and Conditions of supply and payment conflict with the “General Terms and Conditions for the Supply of Products and Services of the Electrical and Electronics Industry”, ours alone are binding.

Terms and Conditions for ordering or purchasing which deviate from these Terms and Conditions are binding only when they have been accepted by us in writing as binding. Conflicting and deviating purchasing conditions issued by our customers are herewith expressly rejected. With registration in accordance with item 2 and with each login to our homepage you accept these Terms and Conditions in the currently valid version as solely applicable.

2. User Registration

Registration to the B2B-Onlineshop of nass magnet is free of charge. It does not constitute an entitlement to access authorisation.

Access authorisation to the B2B-Onlineshop of nass magnet is conditional on you being a natural person or legal entity or a partnership with legal capacity seeking access authorisation with the intention of conducting a commercial or independent professional activity; i.e. entrepreneurs agree to provide accurate and complete information when filling in the registration form. Please inform nass magnet GmbH immediately of any later changes. Access authorisation is by means of electronic notification by nass magnet GmbH.

You are responsible for ensuring that access is used for your purposes only and especially that your user name and password are not disclosed to third parties. Should you have grounds for assuming that third parties could have gained knowledge of your data, you are obliged to notify nass magnet GmbH without delay so that your access can be blocked immediately. nass magnet GmbH is entitled to withdraw access authorisation by blocking access data without prior warning and without giving reasons. Possible reasons for this are:

–   The customer has supplied false information in the registration form.
–   The customer misuses the available information or affects the proper functioning of the website through their activity.
–   The customer breaches the conditions of registration.
–   The customer breaches due diligence with respect to their access data.
–   The customer does not use the website over a long period of time.
–   The customer becomes insolvent.

The customer may request the cancellation of their registration at any time, insofar as this does not preclude the processing of an ongoing contractual relationship. nass magnet GmbH will then delete all user and personal data of the customer as soon as this is no longer required.

3. Privacy

nass magnet GmbH stores and uses personal data with the explicit consent of the purchaser in order to keep the processing of future orders as simple as possible. When entering data during the registration process, the purchaser will be asked whether personal data may be stored and used for the aforementioned purpose. The purchaser will be informed about the nature, scope, place and purpose of the data storage, data processing and data use. The purchaser may at any time revoke consent with future effect by email to info@emocon.de. nass magnet GmbH will use the purchaser’s personal data according to the data protection principles of nass magnet GmbH and the provisions of German data protection law. nass magnet GmbH will not pass the data to third parties outside the Kirchheim Group.

During the ordering process, the following information may be collected: name, phone number, e-mail address, depending on the payment method your credit / debit debit cards details (including card number, cardholder name, and expiration date).
These data are used exclusively for the processing of the order and in accordance with the legal requirements on the companies involved in the payment process (banks, PayPal, etc.) and stored.
We offer following payment methods: Credit card, debit card, PayPal, direct debit.

4. Offers, Completion of Contract, Scope of Delivery

Offers, insofar as they are not valid for a limited time, are subject to change. To be legally valid, orders require written confirmation. Our order confirmation is authoritative for the scope of the delivery. Documents pertaining to our offer such as pictures, drawings, or information on weights and dimensions are subject to technical changes.

5. Prices and Payment

Unless other agreements have been made, prices are understood as ex works, excluding packaging. In the event of a change in costs we reserve the right to adjust the agreed prices. Invoice amounts are to be paid net within 30 days of the invoice date. Other terms of payment are possible. In the event of delayed payment statutory interest will be charged in accordance with the German Civil Code (BGB). We reserve the right to accept bills of exchange; this shall occur without prejudice to the timely filing of the protest and subject to payment of collection expenses. Discount charges are borne by the customer. The withholding of payment is excluded, except in the event of counterclaims by the customer relating to the order in question which have been explicitly recognised by us or are legally binding. Payments are to be made in Euros unless other agreements have been made.

The settlement of the website via credit card takes place:
HUELLEMANN & STRAUSS ONLINESERVICES S.à r.l.
1, Place du Marché
L-6755 Grevenmacher
R.C.S. Luxembourg B 144133
E-Mail: info @ hso-services.com

CEO:
Heiko Strauß
Ramona Spies

6. Deliveries

The delivery term shall be automatically extended by an adequate period in the event of unforeseen circumstances, either with us or a subcontractor, e.g. through interruption of operations, or delay in the supply of raw and other materials insofar as these are necessary for the production of the delivery items. Unforeseen circumstances include strikes, lockouts, damage caused by accidents etc. Unforeseen circumstances beyond our control which make a timely execution of accepted orders impossible entitle us – excluding any damages claims by the customer – either to withdraw from the contract or to delay delivery for the duration of the problem. This limitation of liability does not apply to death, physical injury or damage to health. Partial deliveries are possible. In case of delay, the customer can set an appropriate deadline for the provision of service. After this deadline has expired, the customer can withdraw fully or partially from the contract and request damages in lieu of the service. The limitations of liability in “IV: Deadlines for Deliveries, Delay” in the “General Terms and Conditions for the Supply of Products and Services of the Electrical and Electronics Industry” remain in force. At our request, the customer is required to declare whether they are withdrawing from the contract due to the delay or insist on the provision of the service. This inquiry is to be made during the deadline period in accordance with No. 5, paragraph 6, clause 1 and within a reasonable period of time before the expiry date. Until the reply has reached the supplier, the supplier remains entitled to provide the service.

7. Transfer of Risk, Receiving Supplies

The delivery items are dispatched at the customer or recipient’s expense and risk. Risk passes to the customer at the latest when the delivery items are dispatched, even in the exceptional case where we carry the shipping costs.

8. Retention of Title

The delivery items remain our property until each and every claim against the purchaser resulting from the entire business relationship has been paid in full, including all subsidiary claims and until such time as any cheques or bills of exchange have been honoured. If the customer defaults on their payment obligations, we may request the return of the goods supplied. The enforcement of the retention of title does not constitute a withdrawal from the contract. The customer may process the retained goods in the course of regular business operations. The retention of title to the goods supplied by us does not however become invalid though processing, combining or mixing. On the contrary, the parties to the contract agree that if new items are created by combining or mixing, we acquire ownership or co-ownership of these items in proportion to the value of the retained goods in the items thus created. The customer shall store the new items thus created free of charge for us with respect to our co-ownership share. For the duration of the retention of title, the customer may neither pledge nor use as collateral the retained goods or the items created from these goods. If the aforementioned goods are distrained or seized from the customer, the customer shall notify us in writing and without delay. The customer may sell the retained goods or the items created from these goods in the course of their regular business operations. The customer assigns to us all claims acquired through the sale against the buyer until our claims against the customer have been fully paid, to the full invoice value of our retained goods contained in the items sold. We hereby accept the assignment. If the value of the security from the simple, extended and prolonged retention of title exceeds the claim to be secured by more than 20% we will in individual cases and according to our judgement release from the security any deliveries paid for in full.

9. Liability

We provide the customer with goods free of material defects. A minor material defect is negligible. Specifications and other descriptions of the properties of the goods do not represent a guarantee of quality or durability in the sense of §443 German Civil Code (BGB). The customer does not receive a guarantee in the legal sense from us. Manufacturers’ guarantees are not affected by us. The requirement for warranty claims is the ability to reproduce or identify the defects. The warranty period is 12 months from delivery or acceptance of the goods. The warranty period for defects in supplementary performance ends also with the expiry of the above-mentioned warranty period. We have the option to repair the defect or deliver new goods within a reasonable period of time. If the defect is not repaired successfully within a reasonable period of time, the customer may set us a period of grace. After the period of grace has expired, the customer is entitled to reduce the remuneration or to withdraw from the contract and – if the legal requirements are met – to claim damages in addition to the withdrawal. The limitations of liability in “VIII Material Defects” according to the “General Terms and Conditions for the Supply of Products and Services of the Electrical and Electronics Industry” remain in force. We are to be notified immediately of any identified defects which we are responsible for. Insofar as the customer wishes to make use of their warranty rights, they shall return each faulty item to us with a precise statement of the defect that has been identified. Replaced parts shall become our property. Given the current state of the art, data communication via the internet cannot be guaranteed to be fault free and/or always available. nass magnet GmbH is therefore liable neither for the constant and uninterrupted availability of the B2B-Onlineshop of nass magnet, nor for technical or electronic faults during the processing of an order via the B2B-Onlineshop of nass magnet over which nass magnet GmbH has no influence, in particular not for the delayed processing or acceptance of orders.

10. Changes, Place of Jurisdiction, Applicable Law, Severability Clause

(1)   The place of jurisdiction for all disputes arising from this agreement is Hannover.
(2)   German substantive law shall apply to the exclusion of the UN Sales Convention.
(3)   Any change to our Terms and Conditions of Supply and Payment requires our written confirmation in order to become effective. Solely these Terms and Conditions are decisive for our deliveries. If any part of these Terms and Conditions of supply and payment is amended by written agreement, our other provisions remain valid.
(4)   If any provision of these Terms and Conditions is found to be invalid or to lose validity, this will not affect the validity of the remaining provisions. In place of the invalid provision the parties shall agree upon a valid provision which will fulfil the commercial purpose as closely as possible.

General Conditions for the Supply of Products and Services of the Electrical and Electronics Industry (“GL”) recommended by ZVEI – Zentralverband Elektrotechnik- und Elektronikindustrie e.V.Status: June 2011

Article I General Provisions
Article II Prices, Terms of Payment, and Set-Off
Article III Retention of Title
Article IV Time for Supplies; Delay
Article V Passing of Risk
Article VI Assembly and Erection
Article VII Receiving Supplies
Article VIII Defects as to Quality
Article IX Industrial Property Rights and Copyrights; Defects in Title
Article X Conditional Performance
Article XI Impossibility of Performance; Adaptation of Contract
Article XII Other Claims for Damages
Article XIII Venue and Applicable Law
Article XIV Severability Clause

 I. General Provisions

1.   Legal relations between Supplier and Purchaser in connection with suppliesand/or services of the Supplier (hereinafter referred to as “Supplies”) shall be solely governed by the present GL. The Purchaser‘s general terms and conditions shall apply only if expressly accepted by the Supplier in writing. The scopeof delivery shall be determined by the congruent mutual written declarations.
2.   The Supplier herewith reserves any industrial property rights and/or copyrights pertaining to its cost estimates, drawings and other documents (hereinafter referredto as “Documents”). The Documents shall not be made accessible to third parties without the Supplier's prior consent and shall, upon request, be returned without undue delay to the Supplier if the contract is not awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser's Documents; these may, however, be made accessible to those third parties to whom the Supplier has rightfully subcontracted Supplies.
3.   The Purchaser has the non-exclusive right to use standard software and firmware, provided that it remains unchanged, is used within the agreed performance parameters, and on the agreed equipment. Without express agreement the Purchaser may make one back-up copy of standard software.
4.   Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.
5.   The term “claim for damages” used in the present GL also includes claims for indemnification for useless expenditure.

II. Prices, Terms of Payment, and Set-Off

1.   Prices are ex works and excluding packaging; value added tax shall be added atthe then applicable rate.
2.   If the Supplier is also responsible for assembly or erection and unless otherwiseagreed, the Purchaser shall pay the agreed remuneration and any incidental costs required, e. g. for traveling and transport as well as allowances.
3.   Payments shall be made free Supplier‘s paying office.
4.   The Purchaser may set off only those claims which are undisputed or nonappealable.

III. Retention of Title

1.   The items pertaining to the Supplies (“Retained Goods”) shall remain the Supplier'sproperty until each and every claim the Supplier has against the Purchaseron account of the business relationship has been fulfilled. If the combined value of the Supplier‘s security interests exceeds the value of all secured claims by more than 20 %, the Supplier shall release a corresponding part of the security interest if so requested by the Purchaser; the Supplier shall be entitled to choose which security interest it wishes to release.
2.   For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale shall be possible only forresellers in the ordinary course of their business and only on condition that thereseller receives payment from its customer or makes the transfer of property tothe customer dependent upon the customer fulfilling its obligation to effect payment.
3.   Should Purchaser resell Retained Goods, it assigns to the Supplier, alreadytoday, all claims it will have against its customers out of the resale, including any collateral rights and all balance claims, as security, without any subsequent declarations to this effect being necessary. If the Retained Goods are sold on together with other items and no individual price has been agreed with respect to the Retained Goods, Purchaser shall assign to the Supplier such fraction of the total price claim as is attributable to the price of the Retained Goods invoiced by Supplier.
4.  
a)   Purchaser may process, amalgamate or combine Retained Goods withother items. Processing is made for Supplier. Purchaser shall store the newitem thus created for Supplier, exercising the due care of a diligent business person. The new items are considered as Retained Goods.
b)   Already today, Supplier and Purchaser agree that if Retained Goods arecombined or amalgamated with other items that are not the property of Supplier, Supplier shall acquire co-ownership in the new item in proportion of the value of the Retained Goods combined or amalgamated to the other items at the time of combination or amalgamation. In this respect, the new items are considered as Retained Goods.
c)   The provisions on the assignment of claims according to No. 3 above shall also apply to the new item. The assignment, however, shall only apply tothe amount corresponding to the value invoiced by Supplier for the Retained Goods that have been processed, combined or amalgamated.
d)   Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any further declaration being necessary to this effect, also assign to Supplier as security its claim to consideration for the combination, including all collateral rights for the prorata amount of the value the combined Retained Goods have on the other combined items at the time of the combination.
5.   Until further notice, Purchaser may collect assigned claims relating to the resale. Supplier is entitled to withdraw Purchaser‘s permission to collect funds for goodreason, including, but not limited to delayed payment, suspension of payments, start of insolvency proceedings, protest or justified indications for over indebted nessor pending insolvency of Purchaser. In addition, Supplier may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand that Purchaser informs its customer of the assignment.
6.   The Purchaser shall inform the Supplier forthwith of any seizure or other act o fintervention by third parties. If a reasonable interest can be proven, Purchaser shall, without undue delay, provide Supplier with the information and/or Documents necessary to assert the claims it has against its customers.
7.   Where the Purchaser fails to fulfill its duties, fails to make payment due, orotherwise violates its obligations the Supplier shall be entitled to rescind the contractand take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by the Supplier; the statutory provisions providing that a remedy period is not needed shall be unaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless the Supplier so expressly declares.

IV. Time for Supplies; Delay

1.   Times set for Supplies shall only be binding if all Documents to be furnished bythe Purchaser, necessary permits and approvals, especially concerning plans, are received in time and if agreed terms of payment and other obligations of the Purchaser are fulfilled. If these conditions are not fulfilled in time, times set shallbe extended reasonably; this shall not apply if the Supplier is responsible for the delay.
2.   If non-observance of the times set is due to:
 
a)   force majeure, such as mobilization, war, terror attacks, rebellion or similarevents (e. g. strike or lockout),
b)   virus attacks or other attacks on the Supplier's IT systems occurring despite protective measures were in place that complied with the principles of propercare,
c)   hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or to other circumstances for which Supplier is not responsible, or
d)   the fact that Supplier does not receive its own supplies in due time or in dueform
    such times shall be extended accordingly.
3.   If the Supplier is responsible for the delay (hereinafter referred to as “Delay”)and the Purchaser has demonstrably suffered a loss there from, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completedweek of Delay, but in no case more than a total of 5 % of the price of that part ofthe Supplies which due to the Delay could not be put to the intended use.
4.   Purchaser's claims for damages due to delayed Supplies as well as claims fordamages in lieu of performance exceeding the limits specified in No. 3 above areexcluded in all cases of delayed Supplies, even upon expiry of a time set to the Supplier to effect the Supplies. This shall not apply in cases of liability based onintent, gross negligence, or due to loss of life, bodily injury or damage to health. Rescission of the contract by the Purchaser based on statute is limited to cases where the Supplier is responsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
5.   At the Supplier's request, the Purchaser shall declare within a reasonable period of time whether it, due to the delayed Supplies, rescinds the contract or insists on the delivery of the Supplies.
6.   If dispatch or delivery, due to Purchaser‘s request, is delayed by more than onemonth alter notification of the readiness for dispatch was given, the Purchaser may be charged, for every additional month commenced, storage costs of 0.5 % of the price of the items of the Supplies, but in no case more than a total of 5 %. The parties to the contract may prove that higher or, as the case may be, lower storage costs have been incurred.

V. Passing of Risk

1.   Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows:
 
a)   if the delivery does not include assembly or erection, at the time when it is shipped or picked up by the carrier. Upon the Purchaser‘s request, the Supplier shall insure the delivery against the usual risks of transport at the Purchaser‘s expense;
b)   if the delivery includes assembly or erection, at the day of taking over in the Purchaser‘s own works or, if so agreed, alter a successful trial run.
2.   The risk shall pass to the Purchaser if dispatch, delivery, the start or performanceof assembly or erection, the taking over in the Purchaser‘s own works, orthe trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.

VI. Assembly and Erection Unless otherwise agreed in written form, assembly and erection shall be subject to the following provisions:

1.   Purchaser shall provide at its own expense and in due time:
 
a)   all earth and construction work and other ancillary work outside the Supplier‘s scope, including the necessary skilled and unskilled labor, construction materials and tools;
b)   the equipment and materials necessary for assembly and commissioning such as scaffolds, lifting equipment and other devices as well as fuels and lubricants;
c)   energy and water at the point of use including connections, heating and lighting;
d)   suitable dry and lockable rooms of sufficient size adjacent to the site for the storage of machine parts, apparatus, materials, tools, etc. and adequate working and recreation rooms for the erection personnel, including sanitary facilities as are appropriate in the specific circumstances; furthermore, the Purchaser shall take all measures it would take for the protection of its own possessions to protect the possessions of the Supplier and of the erection personnel at the site;
e)   protective clothing and protective devices needed due to particular conditions prevailing on the specific site.
2.   Before the erection work starts, the Purchaser shall unsolicitedly make available any information required concerning the location of concealed electric power, gas and water lines or of similar installations as well as the necessary structural data.
3.    Prior to assembly or erection, the materials and equipment necessary for thework to start must be available on the site of assembly or erection and any preparatory work must have advanced to such a degree that assembly or erection can be started as agreed and carried out without interruption. Access roads and the site of assembly or erection must be level and clear.
4.    If assembly, erection or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear the reasonable costs incurred for idle times and any additional traveling expenditure of the Supplieror the erection personnel.
5.   The Purchaser shall attest to the hours worked by the erection personnel towards the Supplier at weekly intervals and the Purchaser shall immediately confirmin written form if assembly, erection or commissioning has been completed.
6.    If, after completion, the Supplier demands acceptance of the Supplies, the Purchaser shall comply there with within a period of two weeks. The same consequencesas upon acceptance arise if and when the Purchaser lets the two-week period expire or the Supplies are put to use after completion of agreed test phases, if any.

VII. Receiving Supplies The Purchaser shall not refuse to receive Supplies due to minor defects. VIII. Defects as to Quality The Supplier shall be liable for defects as to quality as follows:

1.   Defective parts or defective services shall be, at the Supplier‘s discretion, repaired, replaced or provided again free of charge, provided that the reason forthe Defect had already existed at the time when the risk passed.
2.   Claims for repair or replacement are subject to a statute of limitations of 12 months calculated from the start of the statutory statute of limitations; the sameshall apply mutatis mutandis in the case of rescission and reduction. This shallnot apply where longer periods are prescribed by law according to Sec. 438 para.1 No. 2 (buildings and things used for a building), Sec. 479 para. 1 (right ofrecourse), and Sec. 634 a para. 1 No. 2 (defects of a building) German Civil Code(“Bürgerliches Gesetzbuch”), in the case of intent, fraudulent concealment ofthe Defect or non-compliance with guaranteed characteristics (“Beschaffenheitsgarantie”).The legal provisions regarding suspension of the statute of limitations (“Ablaufhemmung”, “Hemmung”) and recommencement of limitation periods shall be unaffected.
3.   Notifications of Defect by the Purchaser shall be given in written form without undue delay.
4.   In the case of notification of a Defect, the Purchaser may withhold payments toan amount that is in a reasonable proportion to the Defect. The Purchaser, however,may withhold payments only if the subject-matter of the notification of the Defect involved is justified and incontestable. The Purchaser has no right to withhold payments to the extent that its claim of a Defect is time-barred. Unjustified notifications of Defect shall entitle the Supplier to demand reimbursement ofits expenses by the Purchaser.
5.   The Supplier shall be given the opportunity to repair or to replace the defectivegood (“Nacherfüllung”) within a reasonable period of time.
6.
   If repair or replacement is unsuccessful, the Purchaser is entitled to rescind thecontract or reduce the remuneration; any claims for damages the Purchaser may have according to No. 10 shall be unaffected.
7.   There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wearand tear, or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective civil works, in appropriate foundation soil, or claims based on particular external influences not assumedunder the contract, or from non-reproducible software errors. Claimsbased on defects attributable to improper modifications or repair work carried outby the Purchaser or third parties and the consequences thereof are likewise excluded.
8.   The Purchaser shall have no claim with respect to expenses incurred in the course of supplementary performance, including costs of travel, transport, labor,and material, to the extent that expenses are increased because the subject matter of the Supplies has subsequently been brought to another location than the Purchaser‘s branch office, unless doing so complies with the normal use ofthe Supplies.
9.   The Purchaser‘s right of recourse against the Supplier pursuant to Sec. 478 BGB is limited to cases where the Purchaser has not concluded an agreement with its customers exceeding the scope of the statutory provisions governing claims based on Defects. Moreover, No. 8 above shall apply mutatis mutandis tothe scope of the right of recourse the Purchaser has against the Supplier pursuant to Sec. 478 para. 2 BGB.
10.   The Purchaser shall have no claim for damages based on Defects. This shall notapply to the extent that a Defect has been fraudulently concealed, the guaranteed characteristics are not complied with, in the case of loss of life, bodily injury or damage to health, and/or intentionally or grossly negligent breach of contracton the part of the Supplier. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Any other or additional claims of the Purchaser exceeding the claims provided for in this Article VIII, based on a Defect, are excluded.

IX. Industrial Property Rights and Copyrights; Defects in Title

1.   Unless otherwise agreed, the Supplier shall provide the Supplies free from third parties‘ industrial property rights and copyrights (hereinafter referred to as ”IPR“)with respect to the country of the place of delivery only. If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the time period stipulated in Article VIII No. 2 as follows:
 
a)   The Supplier shall choose whether to acquire, at its own expense, the right to use the IPR with respect to the Supplies concerned or whether to modify the Supplies such that they no longer infringe the IPR or replace them. If this would be impossible for the Supplier under reasonable conditions, the Purchaser may rescind the contract or reduce the remuneration pursuant tothe applicable statutory provisions;
b)   The Supplier‘s liability to pay damages is governed by Article XII;
c)   The above obligations of the Supplier shall apply only if the Purchaser (i) immediately notifies the Supplier of any such claim asserted by the third party in written form, (ii) does not concede the existence of an infringementand (iii) leaves any protective measures and settlement negotiations to the Supplier‘s discretion. If the Purchaser stops using the Supplies in order toreduce the damage or for other good reason, it shall be obliged to point out to the third party that no acknowledgement of the alleged infringement maybe inferred from the fast that the use has been discontinued.
2.   Claims of the Purchaser shall be excluded if it is responsible for the infringement of an IPR.
3.    Claims of the Purchaser are also excluded if the infringement of the IPR iscaused by specifications made by the Purchaser, by a type of use not for eseeableby the Supplier or by the Supplies being modified by the Purchaser or being used together with products not provided by the Supplier.
4.    In addition, with respect to claims by the Purchaser pursuant to No. 1 a) above, Article VIII Nos. 4, 5, and 9 shall apply mutatis mutandis in the event of an infringement of an IPR.
5.   Where other defects in title occur, Article VIII shall apply mutatis mutandis.
6.    Any other claims of the Purchaser against the Supplier or its agents or any suchclaims exceeding the claims provided for in this Article IX, based on a defect in title, are excluded.

X. Conditional Performance

1.   The performance of this contract is conditional upon that no hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or any embargos or other sanctions exist.
2.   The Purchaser shall provide any information and Documents required for export, transport and import purposes.

XI. Impossibility of Performance; Adaptation of Contract

1.   To the extent that delivery is impossible, the Purchaser is entitled to claim damages, unless the Supplier is not responsible for the impossibility. The Purchaser‘sclaim for damages is, however, limited to an amount of 10 % of thevalue of the part of the Supplies which, owing to the impossibility, cannot be putto the intended use. This limitation shall not apply in the case of liability based onintent, gross negligence or loss of life, bodily injury or damage to health; thisdoes not imply a change in the burden of proof to the detriment of the Purchaser. The Purchaser‘s right to rescind the contract shall be unaffected.
2.   Where events within the meaning of Article IV No. 2 (a) to (c) substantially change the economic importance or the contents of the Supplies or considerably affect the Supplier‘s business, the contract shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, the Supplier shall have the right to rescind the contract.The same applies if required export permits are not granted or cannot be used. If the Supplier intends to exercise its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having realized the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Purchaser.

XII. Other Claims for Damages

1.   Unless otherwise provided for in the present GL, the Purchaser has no claim for damages based on whatever legal reason, including infringement of duties arisingin connection with the contract or tort.
2.   This does not apply if liability is based on:
 
a)   the German Product Liability Act (”Produkthaftungsgesetz”),
b)   intent,
c)   gross negligence on the part of the owners, legal representatives or executives,
d)   fraud,
e)   failure to comply with a guarantee granted,
f)   negligent injury to life, limb or health, or
g)   negligent breach of a fundamental condition of contract (“wesentliche Vertragspflichten”).
    However, claims for damages arising from a breach of a fundamental condition of contract shall be limited to the foreseeable damage which is intrinsic to the contract, provided that no other of the above case applies.
3.   The above provision does not imply a change in the burden of proof to the detriment of the Purchaser.

XIII. Venue and Applicable law

1.   AIf the Purchaser is a business man, sole venue for all disputes arising directly or indirectly out of the contract shall be the Supplier‘s place of business. However,the Supplier may also bring an action at the Purchaser‘s place of business.
2.   This contract and its interpretation shall be governed by German law, to the exclusion of the United Nations Convention on contracts for the International Sale of Goods (CISG).

XIV. Severability Clause The legal invalidity of one or more provisions of this Agreement in no way affects the validity of the remaining provisions. This shall not apply if it would be unreasonably onerous for one of the parties to be obligated to continue the contract.

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nass magnet GmbH, Eckenerstraße 4–6, 30179 Hannover, Deutschland
www.nassmagnet.com

Products

Armature Assemblies Function Fittings Solenoid Coils Solenoid Coils ATEX Tiny Tubes Valve Connectors without Cable Valve Connectors with Cable Valve Systems Accessories
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