General Terms and Conditions of Purchase of AERIUS Marine GmbH
Status: June 2017

Our order is subject to the exclusive application of our generalterms and conditions of purchase:

§ 1 Application
(1) These General Conditions of Purchase apply to all supplies and services provided by the supplier to us, insofar as no other agreements have been concluded. They apply irrespective of whether they are expressly referred to in a contract or order or not.
(2) These General Conditions of Purchase shall also govern all future transactions between the parties and shall also apply if we except delivery despite our knowledge of differing or contrary terms.
(3) Alternative terms and conditions of business of the supplier shall only apply if we have expressly declared our agreement to their validity. They shall also have no effect even if we have not objected to them in a specific case. The acceptance of supplies, services or their payment does not mean that the terms were accepted.
(4) These General Conditions of Purchase shall only apply vis à vis entrepreneurs, governmental entities, or special governmental estates in the meaning of sec. 310 para. 1 BGB (German Civil Code).

§ 2 Order, Offer, Acceptance
(1) Supply and Service Contracts (Order and Order Confirmation) and deliveries called under an order as well as any modifications and amendments shall be only valid in written form. Automatically or electronically processed orders and call offs shall be valid without bearing a signature and can be processed electronically (e.g. by e-mail).
(2) The Supplier shall accept and confirm the offer(s) within a reasonable time not exceeding two weeks.

§ 3 Prices, Payment
(1) All prices quoted in the order are fixed and will not be subsequently increased, unless another agreement has been concluded.
(2) Prices include delivery to stipulated destination, the respective statutory VAT and any and all costs for packaging, except as otherwise expressly agreed upon.
(3) The purchasing price is due 60 days after delivery/performance incl. handover of all documentation, manuals, certificates in accordance with the terms of contract and receipt of the auditable invoice for payment drawn up in the proper form unless expressly agreed otherwise.
For reasons of simplification payment will be made on a weekly period basis. In this context liabilities will be settled, which become due within two (2) days after the payment run. We will be entitled to make use of individually agreed discount conditions even if the payment will be postponed to the next weekly payment run due to the above mentioned terms.
(4) We will only realize down payments in compliance with a separate written agreement. A prerequisite for this in each case is a reliable safeguarding of the down payment by the supplier in accordance with an agreement to be concluded separately.
(5) All invoices should be submitted separately for each order. All documents required for determining the legitimacy of the demand should be enclosed with invoices.

§ 4 Offset, Retainer
(1) We reserve all rights to offset or retain payment provided by applicable law.
(2) Effected payments shall not indicate our acknowledgement that the delivery or service is as specified in the contract. In the case of a faulty or incomplete delivery or service we are entitled - without prejudice to our other rights - to withhold payments to a reasonable extent until proper performance.

§ 5 Delivery
(1) All delivery dates stated in the order or otherwise agreed upon are binding.
(2) The deciding factor with respect to compliance with the agreed dates and deadlines is the receipt of defect-free delivery and/or performance at the point of delivery or successful completion of the acceptance test if one has been agreed or is provided for by law.
(3) The supplier shall immediately inform us of any threatening or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay. The foregoing shall not affect the occurrence of a default in delivery.
(4)Partial, advance or additional deliveries are only permitted on the basis of an appropriate written agreement.
(5) Deliveries are realized without retention of title on the part of the supplier.
(6) Materials provided by us for the supplier shall remain our property. The supplier is also required to pass on this reservation of title to third parties, as well as being required to label the materials as our property and to keep them free from third-party rights and protect them against influence from third parties. Materials supplied by us shall be stored by the supplier free of charge.
(7) Materials supplied by usl under the contract/order to supplier may only be used for the contract/order. Any processing, mixing or combining of supplied materials by supplier shall be done exclusively for us.
(8) If the material is processed and modified, we shall become owner of the new or modified object when it comes into being. The supplier shall store the new or modified object for us free of charge and with due diligence of a prudent businessman. Thus, reservation of title to the performance result in any form whatsoever shall be excluded.

§ 6 Claims for Damage / Contractual Penalty for Default
(1) In the case of delay in delivery we shall have a right to assert the claims stipulated by law. These apply also if we previously accepted delayed (partial) deliveries without reservation. In particular, we shall be entitled – after the unsuccessful passing of a reasonable period of grace - to demand damages for non-fulfillment or - even without prior notice - to refuse acceptance of the goods or withdraw from the contract. We shall also be entitled to withdraw from the contract even if the supplier is itself not responsible for the delay.
(2) In the case of delay in delivery we are entitled to demand a contractual penalty in the amount of 0.5% of the delivery value for each full week, up to a maximum of 10%, or to immediately deduct the loss incurred as a result of a covering purchase from outstanding payments after notification. We hereby submit an undertaking to the supplier that we will declare the reservation to impose the contractual penalty to the supplier not later than 10 working days of receipt of the delayed delivery or acknowledgement of the delay in delivery (in the case of non-acceptance of the goods).

§ 7 Passing of Risk, Shipment
(1) The risk of accidental loss or damage to the goods passes to us upon proper and complete delivery at the agreed place of delivery.
(2) Two copies of detailed, auditable delivery dockets shall be included with every consignment which contain complete order information from us.
(3) The haulier should be informed to deliver the consignment immediately in the case of aggregated shipments. The supplier will bear costs relating to wheelage (transportation costs) or storage. (4) Packaging costs are borne by the supplier, and he will also undertake the orderly disposal of packaging material in accordance with previous agreement. Any reclaimed packaging material is forwarded freight collect to the shipping department (forwarding costs borne by supplier). The supplier bears the shipment risk in all cases.

§ 8 Liability, Warranty
(1) The supplier will grant a warranty for his deliveries for a period of 24 months, commencing with acceptance by the end-user of the system constructed by AERIUS, but at the latest 36 months after complete handover of the goods, respective acceptance of the goods by us. Notwithstanding that we reserve all rights and remedies for non-conformity provided by applicable law unless otherwise agreed upon. We are especially entitled, upon our election, to claim remedy of defects, redelivery of conforming goods, and damages.
(2) In case of imminent danger we are entitled, after giving notice to the supplier, to remedy the defects at the supplier’s cost.
(3) For repaired or replaced items warranty claims shall be time-barred after 12 month of the date of repair or replacement.
(4) Insofar as the commercial obligation to inspect and give notice of defects applies, our obligation shall be limited to an inspection of the goods in terms of quantity and correctness, externaly identifiable transport or packaging damage and a random inspection of the goods. This inspection shall be performed after delivery as soon as this is feasible in the ordinary course of business. Defects are notified to the supplier by us within ten working days of their discovery, with punctual dispatch of the notification being sufficient to comply with the deadline. Insofar as an acceptance test has been agreed or as required by law, no inspection obligation shall apply. In cases of doubt concerning the numbers of items, weights and dimensions, the values determined by us during the incoming goods inspection shall be authoritative, unless the supplier can prove that the actual values deviate from these. We shall only be liable for the costs incurred by the supplier for the purposes of inspection and repair if we have ascertained - or not ascertained as a result of gross negligence - that there was no defect.

§ 9 Product Liability, Insurance
(1) The supplier shall, upon first demand, indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage, or use of the delivered goods. The above indemnification shall not apply if the claim is based on our intentional or grossly negligent breach of duties.
(2) The supplier shall, at all times during the term of this contract, maintain product liability insurance with an adequate minimum insurance amount for each single occurrence of personal and property damage. Further damages shall remain unaffected.
(3) The supplier shall, at all times during the term of this contract, maintain an adequate transport-insurance (i.e. at least value of the contractual supplies and services plus predictable indirect damages) at his expense.

§ 10 Warranty of Title
(1) The supplier warrants that the goods are free from rights of third parties and that delivery of the goods does not violate any rights of third parties. The supplier shall indemnify us, upon first demand, from any claims of third parties in this regard.
(2) Claims based on defect in title shall be time-barred pursuant to §8 (1) above.

§ 11 Inspection and Testing
(1) We and our principal will be entitled to inspect and monitor the manufacturing or the assembly of the agreed delivery (or to have it inspected and monitored) at any location. We will also be entitled to inspect and test semi-finished products or finished products (or have them inspected and tested) before the time of delivery. Inspection or testing does not mean that the Supplier is no longer obliged to give any guarantee or that the Supplier is no longer liable. The other obligations that ensue from the order will also continue to apply.
(2) The costs related to the inspection and testing will be paid by the Supplier.

§ 12 Product Quality
(1) The supplier will ensure the quality of his products through suitable measures and provide assurance that only materials, parts or equipment will be delivered that comply with recognized engineering rules in every respect, particularly the latest VDE, VDI, DIN-/EN-regulations, accident prevention regulations of the respective and responsible employer’s liability insurance association, the Ordinance on Hazardous Substances, REACH Regulation and respective legal regulations (e.g. Equipment Safety Law), even where this is not stipulated separately in the order documents. All relevant certificates, test certificates (e.g. TÜV and GS test certificates), safety data sheets and documents must be supplied free of charge and without notice latest at the delivery date and shall be also submitted to the Procurement Department by e-mail.
(2) Insofar as the goods delivered by the supplier are intended for export, the supplier shall be responsible for supplying us with the corresponding customs documents, in particular the certificates of origin and supplier's declarations.

§ 13 Accident safety
Where a delivery of machines, machine tools, equipment, vehicles, lifting tackle and tools, tools, etc. is involved, the contractor bears liability for realization conforming to accident prevention regulations, relevant valid DIN regulations, EN norms and VDE regulations.

§ 14 Right of Use, Protective rights, plans, drawings, etc.
(1) The supplier hereby grants to us the following non- exclusive, transferable, worldwide and perpetual rights to use the goods, deliveries and/or services including related documentation, manuals, etc. to distribute them and/or to integrate them into other systems and to transfer/sublicense the right of use to affiliates (as defined by § 15 AktG) and to end customers.
(2) The supplier promises that no protective rights of third parties will be infringed by his activities. However, should an infringement of protective rights occur which can be attributed to the supplier, he bears liability for all damages and disadvantages incurred by us from the infringement of third-party protective rights during the use, installation or further disposal of merchandise delivered to us.
(3) Semi-finished or finished products created in compliance with AERIUS specifications, drawings, plans, schematic diagrams, patterns, models or other documents may only be delivered to us. Delivery also must not be made to third parties where equipment for production (e.g. casting dies, matrices, etc.) has been procured at the supplier’s expense or we refuse to accept deficiently-manufactured merchandise or has not awarded any further contracts.
(4) The supplier is obliged to destroy this special equipment or to modify it fundamentally so that it can no longer be used for the production of the same merchandise. He is also forbidden to give this equipment to third parties without the prior express permission of us.
(5) All documents, particularly patterns, models and drawings are to be handled with absolute discretion and remain the property of us. Copies or reproductions may only be produced with the express permission of AERIUS.
(6) Documents and any copies which have been made should be returned immediately to us without any special request for said being received as soon as our inquiries and orders have been realized. The supplier should inform us immediately of any improvements or suggestions in this regard which appear feasible in relation to the realization of our orders. Only we are entitled to evaluate these with regard to patent rights or in the context of other protective rights.

§ 15 Code of Conduct for Suppliers
(1) The Supplier undertakes to comply with all laws, rules, regulations, decrees, ordinances, licenses, etc. relating to the subject matter of contract/order and to the performance of the deliveries and supplies of the supplier. The supplier will not engage, actively or passively, nor directly or indirectly in any form of bribery, in any violation of basic human rights of employees or any child labor. Moreover, the Supplier will take responsibility for the health and safety of its employees, the Supplier will act in accordance with the applicable environmental laws and will use best efforts to promote this Code of Conduct among its suppliers.
(2) The Supplier shall provide the necessary organizational instructions and take measures, particularly with regard to premises security, packaging and transport, business partner and personnel security to guarantee security in the supply chain.
(3) We may terminate the contract and/or any order issued thereunder in case of breach of the obligations under section 15 by the Supplier irrespective of any other claims . However, provided that the Supplier’s breach of contract is capable of remedy, our right to terminate is subject to the proviso that such breach has not been remedied by the Supplier within a reasonable grace period set by us.

§ 16 Provision of Information / Evidence
(1) The supplier assures that its enterprise is registered with the competent tax authority. In addition, the supplier confirms expressly that it pays social, health and accident insurance contributions and the relevant statutory minimum wages for its employees. The supplier shall submit the corresponding evidence to us at request prior to conclusion of the particular order, respective during the order.
(2) If supplier fails to fulfill the obligation according to sub-clause 1 despite a reminder and an appropriate extension of time, we shall be entitled to terminate the contract without previous notice.
(3) The supplier undertakes to indemnify and hold harmless us from and against any and all third party claims caused by negligence on the part of the supplier or its performing and vicarious agents related to sub-clause 1 and asserted against us.

§ 17 Notice of termination
We reserve the right to give immediate notice of termination of the contract, particularly for a case where the supplier is insolvent, insolvency proceedings or similar proceedings have been applied for or initiated in relation to the supplier’s assets, a petition to institute proceedings has been rejected due to insufficient assets, the supplier has moved his production abroad without reaching prior agreement with us in relation to this or a major change in the ownership circumstances of the supplier occurs. Insofar as the supplier has not completed performance at the time notice of termination is given, the value of the partially-realized performance should be invoiced at the agreed contractual prices, minus appropriate deductions.

§ 18 Data Protection
(1) We and all companies affiliated with us in accordance with §§ 15 ff. of the German Companies Act (AktG) are entitled to store and process all of the data required from the supplier in conjunction with the fulfillment of the contractual relationship with the supplier to the extent permitted by law, including personal data required within this context. The data protection regulations and requirements, shall be applicable beyond the end of the contract.
(2) We are entitled to pass on confidential information to our affiliated companies within the meaning of § 15 AktG.

§ 19 Miscellaneous
(1) This contract shall be governed by the laws of the Federal Republic of Germany. The provisions of the UN Sales Convention (CISG) shall not apply. Place of performance is the stipulated place of delivery. Place of jurisdiction for all disputes arising out of or in connection with this contract shall be Hamburg.
(2) Insofar as individual provisions of these General Conditions of Purchase are invalid in part or in whole, this shall not affect the validity of the remaining provisions
(3) In case of doubt, the German version of these conditions shall prevail.

 

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General Terms and Conditions of Sale of AERIUS Marine GmbH
Status: March 2017

We, AERIUS Marine GmbH, Lübecker Str. 128, 22087 Hamburg, confirm your order subject to the application of our General terms and conditions of Sale as follows:

§ 1 Application
(1) These General terms and conditions of Sale apply to all orders, insofar as no other agreements have been concluded. They apply irrespective of whether they are expressly referred to in a contract or order or not.
(2) These General terms and conditions of Sale shall also govern all future transactions between the parties and shall also apply if we deliver the product or service despite our knowledge of differing or contrary terms.
(3) Alternative terms and conditions of Sale of the Purchaser shall only apply if we have expressly declared our agreement to their validity. They shall also have no effect even if we have not objected to them in a specific case. The acceptance of supplies, services or their payment does not mean that the terms were accepted.
(4) These General terms and conditions of Sale shall only apply vis à vis entrepreneurs, governmental entities, or special governmental estates in the meaning of sec. 310 para. 1 BGB (German Civil Code).

§ 2 Offer, Acceptance
(1) Insofar as the order constitutes an offer within the meaning of § 145 BGB (German Civil Code) we are entitled to accept the offer within four (4) weeks.
(2) The contract between the Purchaser and us shall become effective with the mutually signature; in the event of an order with our written order confirmation.

§ 3 Scope of deliveries/services
(1) We shall be obliged to provide the deliveries/services as stated in the contract / order confirmation on the basis of our tender documents such as drawings, illustrations, weights etc.
(2) Delivery is conditioned upon timely and proper performance of all duties of the Purchaser. Defences based on non-performance of the contract are reserved.
(3) We are authorized to make partial deliveries.
(4) In case of default in acceptance or other breach of duties to cooperate by the Purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the Purchaser at the time of such default or breach of duty to cooperate.

§ 4 Prices, Payment
(1) Our Prices are ex works (EXW INCOTERMS 2010), exclusive of the respective statutory VAT and exclusive of costs for any loading, transport, insurance, unloading, assembly, erection or commissioning, packaging, unless expressly mentioned in the order confirmation or expressly accepted in writing by us.
(2) The purchase price is due and payable net within 10 days from the date of the invoice. From the due date default interest in the amount of 8 % above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.

§ 5 Supplements / Variations / Additions to Orders
(1) Any Supplements and/or variations to orders are not valid unless agreed in writing between the Purchaser and us.
(2) In the event of variations regarding the scope, delivery dates, prices, costs, schedules, etc. and their consequences we will inform the Purchaser in time. The Purchaser shall decide upon such requests or notifications within two (2) weeks and inform us accordingly. If the Purchaser doesn’t make a decision, we will continue the work according to the order as agreed before. The Purchaser shall reimburse to us the reasonable and proven costs resulting from the above mentioned changes. This shall also apply in case of an extension of time of delivery or project attributable to the Purchaser or his vicarious agents
(3) We will invoice the Purchaser for any services over and above or not included in the scope of the contract or order confirmation at hourly rates confirmed by the Purchaser or his vicarious agents plus any accommodation or travelling allowances according to the current version of our price list for repair and service work as well as for any material used.

§ 6 Period of performance / Schedule
(1) A detailed delivery schedule and/or project planning has to be mutually agreed upon when concluding the contract at the latest. Otherwise the delivery dates of our order confirmation shall apply.
(2) Changes to the schedule or extensions of the project period attributable to the Purchaser or his vicarious agents shall result in a corresponding change of the delivery date(s) and gives us the right to receive compensation for any extra costs against the Purchaser.

§ 7 Offset, Retainer
(1) The Purchaser shall be entitled to offset only insofar as the Purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The Purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.

§ 8 Delay and force majeure
(1) In the event of any delay, which is not attributable to us, the period of performance shall be extended by the period of the delay. The Purchaser shall bear any costs incurred by us as a result, if the delay is attributable to the Purchaser or his vicarious agents.
(2) In the event of force majeure, the period of performance shall be extended for as long as is reasonable in so far as the circumstance of force majeure impede the provision of the delivery or/services and the contracting parties do not immediately agree a new deadline for the deliveries / service work.
Force majeure includes all unforeseeable occurrences outside the sphere of influence of the parties, whose effects on the work to be performed cannot be prevented even if the parties make all reasonable efforts, e.g. states of war or similar, natural catastrophes, sabotage etc..
(3) In the event of hindrances through strikes or lockouts we shall not be in delay.

§ 9 Liability
(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(3) Any liability not expressly provided for above shall be disclaimed.

§ 10 Passing of Risk, Shipment, Acceptance
(1) If the Purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the Purchaser upon dispatch.
(2) In the case of work services the risk passes to the Purchaser upon acceptance.
(3) The Purchaser shall accept the goods or services immediately after our notification of completion. Each party shall bear the (personnel) costs it has incurred in connection with acceptance. Unless otherwise agreed in writing a formal acceptance procedure shall be documented in a protocol (acceptance certificate) that is drawn up by both parties.
(4) At our request, individual parts of the goods or services that are in themselves separate and independent units may be accepted separately (interim acceptance). This shall be documented in a protocol that is drawn up by both parties.
(5) If the service provided has been wholly or partially used or if acceptance is delayed through no fault us or if the Purchaser refuses to accepts the goods or services and we have set a reasonable deadline for acceptance from the date of release of the goods or services, then it shall be assumed that the goods or services have been accepted punctually.
(6) If additional acceptance procedures are required through the fault of the Purchaser then the costs incurred shall be borne by the Purchaser.

§ 11 Retention of Title
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the Purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The Purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the Purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The Purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the Purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the Purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the Purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our election, to release such securities upon the Purchaser’s request.

§ 12 Liability, Warranty
(1) Precondition for any warranty claim of the Purchaser is the Purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(3) In case of non-conformity of the goods the Purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the Purchaser is entitled to reduce the Purchase price or to withdraw from the contract.
(4) For repaired or replaced items warranty claims shall be time-barred after 12 month of the date of repair or replacement.
(5) We shall not be liable for defects or damages due to faulty storage, unprofessional handling of the goods and/or improper or wrong maintenance, repair, replacement measures by the Purchaser and/or Third Parties.
(6) In the case of work services the place of fulfillment regarding claims for remedy of defects is the place of performance of the rendered work service.

§ 13 Intellectual Property Rights / Right of Use
(1) We shall remain the Ownership of all documentation, hard- and software, etc. transferred to the Purchaser.
(2) We shall grant to the Purchaser a restricted, non-exclusive and non- transferrable right to use the documents, drawings etc. given to the Purchaser within the scope of the business relationship for the purpose of fulfilling the contract.
(3) The Purchaser shall only be entitled to use the documents, drawings, information, etc. given to him in order to perform the contract. Publication, copying, alternation or use for any other purpose than that agreed in the contract / in the order confirmation is not allowed without our consent.
(4) The Purchaser shall not be authorized to grant third parties any rights to use the documents unless we have given our prior written consent.

§ 14 Documentation, confidentiality, secrecy
(1) The Purchaser shall treat all documents given to him by us carefully. He shall protect them against damage, loss, theft etc..
(2) All documents and information given to the Purchaser by us in connection with the contract / order shall be treated strictly confidential and shall not be used either directly or indirectly for internal or external purposes without our prior written consent; the employees of the Purchaser shall be allowed to use these information on a strictly need-to-know basis required for the performance of the contract / order, with the Purchaser ensuring at all times that confidentiality is maintained.
(3) The parties agree to maintain secrecy, even after the termination of the contract, concerning all information acquired while performing the contract. This shall apply in particular to information about internal operational procedures and technical information.

§ 15 Subcontractors
We shall be entitled to engage third parties to perform the contractual / ordered scope of work.

§ 16 Conditions for provision of services on the construction site
(1) Unless expressly agreed otherwise, the Purchaser shall provide to us suitable construction site accommodation, storage rooms and aids for the transport of heavy objects (>25 kg), free of charge.
(2) The Purchaser shall take the same measures to protect our property and assembly staff on the construction site, that it would protect its own possession and personal. This includes safety measures necessary in terms of the Occupational Health and Safety and Environmental acts due to special risks associated with the services and which exceed our regular activities and our usual risks.
(3) Before the beginning of assembly or erection, the necessary materials and equipment to start work must be provided at the site and all preparations must have advanced to such a point that the assembly or erection can be started as agreed and carried out without interruption.
(4) If assembly, erection or commissioning is delayed due to circumstances for which we are not responsible, the Purchaser shall bear he reasonable costs incurred to us for idle times and any additional travelling expenditure or the erection personnel.

§ 17 Notice of termination
(1) We shall be entitled to terminate the contract for an important reason after a prior warning letter. Such an important reason is given, if the Purchaser ceases payments or if insolvency proceedings are initiated against the Purchaser. In this case the Purchaser shall not be entitled to claim lost profits or any compensation for services not performed or not performed in compliance with the terms of the contract and we shall be entitled to a reasonable remuneration for all goods and services already supplied. Any further claims of us regarding damages shall remain unaffected.
(2) Notice of termination must be given in writing.

§ 18 Export Control
(1) Our scope of deliveries and/or services are conditional upon full compliance with all relevant national or international laws and regulations, including without limitation German, EU, UN and US laws and regulations, relevant for the import, export or re-export of the services and supplies. If we should determine that the delivery of the services or supplies in any manner would not be in full compliance with any such laws and regulations, then we shall have the free right to withdraw from the contract / order or to terminate the contract / order for important reasons without any consequence or liability whatsoever.
(2) Upon request, the Purchaser is obliged to provide an end-user information or guarantee stating full compliance to all applicable national or international laws and regulations including without limitation German, EU, UN and US laws and regulations, relevant for the import, export or re-export of the services and supplies by separate written statement.

§ 19 Data Protection
(1) We and all companies affiliated with us in accordance with §§ 15 ff. of the German Companies Act (AktG) are entitled to store and process all of the data required from the Purchaser in conjunction with the fulfillment of the contractual relationship with the supplier to the extent permitted by law, including personal data required within this context. The data protection regulations and requirements, shall be applicable beyond the end of the contract.
(2) We are entitled to pass on confidential information to our affiliated companies within the meaning of § 15 AktG.

§ 20 Miscellaneous
(1) This contract / this order shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods). Place of fulfillment and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Hamburg
(2) Insofar as individual provisions of these General Conditions of Sale are invalid in part or in whole, this shall not affect the validity of the remaining provisions.
(3) In case of doubt, the German version of these terms shall prevail.

 

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