The following terms and conditions apply to the entirety of business relations between Krah&Grote Measurement Technology (K&G) and its customers. The Customer expressly waives reliance on its own „General Conditions“. Consequently, our silence regarding such conditions can in no way be construed to constitute recognition thereof. The recognition of terms and conditions deviating from the Conditions contained herein requires express written confirmation by K&G. Recognition of the applicability of these Conditions is deemed to have occurred at the latest once a customer has accepted delivery from K&G.

1 Proposal, Conclusion of Contract

1. 1 A contract comes into being upon our written confirmation of order acceptance. This can be documented by invoice alone, if the order is executed directly upon issue,

1.2 Any additional agreement, assurance and/or alteration of contract must be confirmed in writing to be effective.

 

2 Delivery, Risk of Loss

2.1 If not otherwise agreed in writing, place of delivery is 83624 Otterfing.

2.2 Cases of force majeure e.g., strike, lock-out, transportation breakdown, manufacturing disruption, interruption of operations, civil disturbance, war, natural disasters whether affecting K&G directly or indirectly through K&D suppliers, delivery dates will be postponed accordingly and K&G may be entitled to rescind the agreement. The Customer may only withdraw from the contract if K&G cannot deliver to the new delivery date, an appropriate extension has been granted and damages for delay or non-performance would be impossible.

2.3 Risk of loss is transferred to the customer when the goods leave K&G premises. All shipments including returns are the responsibility of the customer.

 

3 Prices and Payment Conditions

3.1 Prices are clean net prices plus valid V.A.T. The cost of packaging and shipping is borne by the customer. Contractual currency is the Euro.

3.2 Payments are to be made undiscounted within 14 days after issue of invoice. A quantity discount may be the subject of a subsequent written order amendment. Such discount is only applicable to performance within the territory of the Federal Republic of Germany.

3.3 The customer may only balance or withhold payments against recognized or judicially binding claims outstanding

 

4 Reservation of Title

4.1 Goods contracted for remain the property of K&G until all claims against the customer due or becoming due have been satisfied.

4.2 Goods contracted for may only be transferred (resold) when paid for in full or protected by express reservation of title. Other dispositions, in particular, secured transactions or pledging are strictly excluded.

4.3 The customer assigns here and now any and all claims arising in respect of any resale of goods in which K&G have reserved title to K&G. Where such goods are processed, combined or resold with goods not belonging to K&G to a total price, then K&G shall be deemed co-owners to the extent of said goods pro rata value of the total.

4.4 Pending revocation, the customer is entitled to recover title claims assigned to K&G. Should the customer fall behind in fulfilling his contractual obligations, he shall at the request of K&G advise his debtors of K&G title claims. Return or pledging of the goods is not to be considered rescission of contract..

 

5 Warranty

5.1 K&G grant for the period of 1 year, calculated from date of delivery, a warranty of correct performance, use of proper materials and diligent processing of the contract items. In the event of any deficiency including the lack of warranted characteristics arising in respect of contract items, these will at the option of K&G either be repaired or replaced with a defect free part without cost to the customer on the condition that the item(s) in question are returned to K&G free of transportation charges within the warranty period.

5.2 In so far as the software / hardware developed by K&G should not prove suitable for the contractually intended use, the customer has given notice thereof in a timely fashion and the fault can be verified, K&G shall rectify said fault.

5.3 For software / hardware not developed by K&G, K&G accept no warranty. K&G are, however, prepared to assign its claims against the manufacture of such software / hardware accordingly on request of the customer.

5.4 In the event that repair or rectification respectively can be performed in situ on customer request, K&G will invoice the travel and per diem cost arising there from. Should all attempts at repair and/or rectification prove to be of no avail, the customer may rescind the contract or request a corresponding reduction in price. A right of the customer to additional remedies, in particular to damages, does not exist hereunder..

5.5 Any and all claims under this provision expire, should the customer fail to inspect items delivered without delay and to provide notice of obvious faults/damage within 8 days of delivery. Moreover, warranty claims against K&G are excluded, should the contract items be modified or repaired by the customer or third persons. For products purchased from K&G as modules in a larger installation, no defects, except for those of basic functionality relating to the items themselves, may be raised under K&G warranty.

5.6 In case of warranty claim, the warranty period under 5.1 is not affected. By virtue of rectification of exchange, a new warranty period is created only in respect of the parts repaired or replaced. The terms and conditions set out herein apply to such materials accordingly..

 

6 Limitation of liability

Damage claims, in particular those in respect of consequential damages from breach of contract, impossibility of performance, delay, fault at time of contract conclusion and for tort are herewith excluded, insofar as they are not the result of gross negligence or malicious intent.

 

7 Miscellaneous

7.1 The legal relations between the parties are subject exclusively to the laws of the Federal Republic of Germany.

7.2 All deliveries abroad are performed subject to export approval in accordance with German foreign trade laws.

7.3 Exclusive place of jurisdiction is Munich.

7.4 Copyrights to software delivered with K&G contract items belong to K&G or the legal owner thereof respectively. The customer receives a simple right of use which may be transferred together with the equipment purchased. A security copy is permissible.

7.5 Should any provision of these terms and conditions be invalid for any reason, this shall not affect the validity of the remaining provisions. The invalid term shall be replaced by a valid substitute which best represents the interest of both contractual parties.

 

 

 © 2007, Krah & Grote