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Terms of Sale international

EUROPEAN STANDARD CONDITIONS & TERMS OF SALE AND DELIVERY OF AFH Australian Fashion House GmbH (Version June 2015)

 

- hereafter the “Standard Terms” -

 

1. Acceptance

1.1 These Standard Terms shall apply to products and related services (hereafter jointly the “Products”) manufactured and/or provided by AFH GmbH, a company organizedand existing under the laws of Germany (hereafter “we/us”) to a customer (hereafter the “Buyer”).

1.2 Acceptance of any business sales transaction between the Buyer and us, including any other business pertaining thereto (hereinafter “the Transaction”) shall only be made on the exact terms and provisions of these Standard Terms, unless otherwise forth in writing in a document both signed by us and the Buyer. The Transaction shall be on these Standard Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

1.3 Any verbal agreements prior to or in the course of entering into any agreement are only valid if expressly confirmed by us in writing. Any order placed by the Buyer shall only be deemed accepted by us if confirmed by a written order confirmation, in any event upon shipment of the ordered goods to the Buyer.

1.4 In the event of the existence of any individual written agreement with the Buyer (in particular but without any limitation of an individual sales agreement or central settlement arrangements between us and a cooperative buying group and its members), the terms and conditions of these individual agreements shall prevail to the extent they are conflicting with these Standard Terms.

1.5 The Buyer shall be obliged to adhere to the specifically agreed-upon terms for pre-and after season orders in the course of the respective applicable sales season.

1.6 The customer agrees with the electronic invoicing. Electronic invoices will be sent to him as a PDF file via e-mail.

2. Pricing, Payments

2.1 Our prices are without obligation and we are entitled to price adjustments in particular in the event of any cost increases (relating in particular to material, labor cost and inflationary increases).

This shall also apply in case of any calculation errors made by ourselves. Unless otherwise stated in our order confirmation or agreed upon in writing individually, all our prices shall be on the basis of those contained in our respective price lists applicable throughout the confirmed delivery period ex factory or warehouse plus value added/sales tax (if any) excluding packages, transportation and freight cost and any other ancillary cost (incoterms edition 2010). Any tax, duty, custom or other fee of any nature imposed upon the respective Transaction by any federal, state or local governmental authority shall be paid by the Buyer in addition to the price quoted or invoiced by us. In the event we will be required to prepay any such tax, the Buyer will reimburse us. Delivery of spare parts and return of repaired Products is made by charging a reasonable transportation and packaging cost fee plus reasonable reimbursement of the service cost we incurred unless covered by the warranties we are providing.

2.2 If payment is received within a period of 10 days from the date of invoicing, the Buyer shall be entitled to a discount allowance of 2%, Payments made within a time period of 30 days shall be made net without any discount allowances. Cheques are accept­ed as payment but are subject to the customary reservations. Promissory notes are only accepted after prior agreement and only as payment subject to the customary reservations. All costs arising in connection with cheques or promissory notes are borne by the Buyer. Any discounts granted are subject to complete acceptance of the Products ordered and payments made on time. In the event of return shipments made by the Buyer, not covered by any warranty, any discount allowances already granted to the Buyer shall be revoked and be invoiced or set off as appropriate.

2.3 In the event the Buyer is participating in the SEPA direct debit scheme, it will be pre-notified in writing by forwarding the bank debit date information to the Buyer 3 days prior to the respective debit date.

2.4 Except in the event of provisions to the contrary included in the order Confirmation, all our invoices shall be payable in EUROS and shall be paid by direct bank transfer to the bank nominated in writing by us to the Buyer.

2.5 If the Buyer has its registered headquarters outside the Germany, we reserve the right to ask for a down payment equal to thirty percent (30%) of the respective order against remittance by us of a proforma invoice for the amount mentioned here above; the said down payment shall constitute a condition precedent to the coming into force of the said order placement and confirmation by us and shall be paid by direct bank transfer to the bank nominated in writing by us to the Buyer. We further reserve the right to request payment of the remainder of the said order price(s) through an irrevocable, transferable, divisible, extendible and confirmed documentary credit (hereafter referred to as the "Documentary Credit") allowing partial shipments to be opened, as a condition of the order(s) and any subsequent orders coming into force, at the Buyer's expense within thirty (30) days following the date of the order confirmation. The Documentary Credit shall be opened by a first class bank in the Buyer's country, notified, confirmed and payable to us by the Buyer’s said bank. The said Documentary Credit shall be valid for the period of delivery of the Products and shall be extended without any further instructions by three (3) months periods at our request in order to allow its complete drawing. The Documentary Credit shall be construed in accordance with the Uniform Customs and Practice for Documentary Credit of the International Chamber of Commerce (UCP 600).

2.6 In the event Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to us (in particular, but not limited to additional damage claims), we may, without limitation,

2.6.1 revoke any open payment terms granted by us to the Buyer and ask for additional securities such as an irrevocable bank guarantee;

2.6.2 postpone the fulfillment of our own obligations until full payment of the sums due to us under the terms of the respective order(s);

2.6.3 charge the Buyer interest on such sum from the due date for payment at the annual rate of eight percent (8 %) above the base lending rate from time to time of the European Central Bank, accruing on a daily basis until payment is made, whether before or after any judgment;

2.6.4 terminate with immediate effect the business relationship with the Buyer upon the expiry of a fourteen (14) calendar day written notice from us to the Buyer.

2.7 The Buyer shall make all payments due to us in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by us to the Buyer.

 

3. Deliveries, Obstacles of Delivery, Order Changes

3.1 All deliveries shall take place at the Buyer's risk and for the Buyer's account. In addition hereto the incoterms of the International Chamber of Commerce/Paris in their respective applicable version shall apply. The Products shall be deemed in conformity with the order placed, if they meet our product descriptions for the end consumers. This shall also apply in the event of minor deviations as to the quality, measurements, colors, weight and the like of the Products, provided such deviations do not significantly negatively affect the ordinary use of the supplied Products.

We reserve the right to make technical and design changes even after confirming an order, in particular technical improvements or if required by law, in so far as this is reasonable for the Buyer and does not substantially modify the ordered Products.

3.2 Any dates provided by us for delivery of our Products and parts are intended to be an estimate only unless specified by us in writing as binding and fixed delivery dates (the latter hereafter “the Delivery Date”). If no such Delivery date is specified, we will make all efforts that delivery accompanied by the respective Delivery Documentation shall be made within the respective delivery date reasonably requested by the Buyer, PROVIDED, HOWEVER THAT WE ACCEPT NO LIABILITY FOR ANY LOSSES OR FOR GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF DELAYS IN DELIVERY unless caused by a gross-negligent or wilful misconduct or omission on our part, as proven by the Buyer. Any delivery period shall only start to run after clarification of all technical and other issues pertaining to the said shipment of Products. Repeat orders are treated as new orders. If orders were suspended by us on the grounds of deficient financial creditworthiness on part of the Buyer, all Delivery Dates and delivery periods already confirmed by us shall become obsolete and shall be replaced by new dates and periods after the said suspension will have been lifted.

3.3 We reserve the right to make partial and/or anticipated deliveries with partial invoicing for the relevant amount.

3.4 In the event of Force Majeure as defined in Clause 6.6.1 in detail, we shall at all choice be entitled to either extend the agreed-upon Delivery Dates and periods, or to withdraw from the respective Transaction(s) and the buyer shall in this case not be entitled to any damage compensation. The same shall apply if deliveries are not made by our suppliers on time unless we are at fault and can be held liable therefore. In case of agreed-upon Delivery Dates, the Buyer shall only be entitled to rescind the respective Transaction after fruitless elapse of a reasonable deadline set by the Buyer.

3.5 If the Buyer is partly or wholly in default of acceptance or with any other obligation to co-operate, in addition to any other claims we may have in this regard, we shall be entitled to liquidate damage compensation (including additional expenditures we may have incurred) amounting to 0.5% of the total shipment value for each started month of default up to a maximum of 5% of the said value irrespective of any proof on part of the Buyer or us that we in fact incurred higher or lower expenditures. Further, the risk of accidental loss, destruction or deterioration shall in this event immediately pass to the Buyer.

3.6 We reserve the right to select a freight forwarder/package courier service at our discretion, transportation will then be at cost and risk of the Buyer. Upon latter’s request and at its cost, the respective shipment will be insured by us against customary transportation risks.

3.7 If we are in default with a certain shipment, the Buyer shall be required upon our request to inform us within a reasonable deadline in writing, whether we shall nevertheless still deliver the respective ordered and delayed Products, or whether the Buyer exercises any other rights it may have under the applicable laws. The Buyer shall only be entitled to rescind the delivery contract in accordance with applicable laws if we can be held liable for the delayed delivery.

3.8 For any damage compensation claims of the Buyer on the grounds of delayed delivery, Clause 6. below shall apply.

 

4. Warranty, Warranty Claims, Returns

4.1 The Products are provided “as is” and our warranty hereunder is strictly limited to the repair or replacement of defective parts, unless our repair and/or replacement fails. In this event, the Buyer shall have the right to either rescind the respective delivery contract in this respect, or to reduce the purchase price paid for the defective Products. The above warranty shall apply only in as much as the Products have been stored, used and maintained in compliance with our instructions for proper usage. The Buyer shall notify us of those defects, which are recognizable and detectable in the course of a diligent examination of the Products appointment after arrival in writing within eight calendar days from the receipt of the respective Products prior to making the Products available to third parties. If upon delivery of the Products to the Buyer it is visible that their packaging or Products themselves are damaged, the shipment concerned shall be inspected in the presence of the freight forwarder and the damages found shall then be listed on the corresponding freight receipts in writing in detail (by making pictures of the damaged freight and collecting other evidence) to reduce potential future risks to not get the damages incurred properly compensated. Hidden defects, which are not immediately discoverable during diligent examination upon arrival of the Products within the foregoing deadline, and shall be reported to us in writing by the Buyer within eight calendar days from their discovery. If these foregoing deadlines are not met, we shall not be obliged to honor any warranty claim.

4.2 Irrespective of the foregoing, we hereby warrant vis-à-vis the Buyer being a merchant that the Products are free from defects in materials and workmanship under normal use and service for a maximum period of twelve months from the date of delivery.

4.3 The Buyer must retain the allegedly defective Products at its premises unless requested by us to return the Products to us. We will make the necessary arrangements with the Buyer for the Products to be evaluated. If the evaluation reveals a defect in the Product(s), the Buyer will be made good at our expense to either obtain a credit note in the amount of the defective Product(s) on the basis net price invoiced to the Buyer or replacement by a defect free Product/Products at our option. The property of the defective Product(s) shall pass to us upon delivery of the replacement. Should a Product no longer be available, it will be replaced with a Product that most closely matches it. Any additional rights the Buyer may have on the grounds of mandatory applicable laws shall remain unaffected hereof.

4.4 To the extent the defective Products we deliver to the Buyer are not manufactured by us, our warranty relating to these Products is limited to the assignment of all warranty claims due to us against the supplier of these third party Products, which the Buyer accepts. We can only be held liable if the so-assigned warranty claims of the Buyer were not honored by the supplier in spite of an enforceable court judgment obtained by the Buyer against him.

4.5 For any damage compensation the Buyer may be entitled to seek from us, the provisions of Clause 6 below shall apply. In the event of an unfounded warranty claim raised by the Buyer, we shall have the right to be compensated by it for any expenditures incurred, unless proven by the Buyer that it did not act at fault in this regard.

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4.6 Any return of the Products, which the buyer intends to make beyond any warranty claims are subject to our express prior written approval. For any so-authorized return shipment, the buyer will receive from us a specific return shipment number, which has to be prominently visibly displayed on the outer packaging of the said shipment. Without such number returns are not accepted us. We reserve the right in these cases to deduct a flat handling fee of 10% of the respective credit note. In general only such Products are accepted to be returned to us, which have been purchased by the Buyer within the last three months from the invoice date. Products, which are not listed in our respective actual price list, or which have been modified, or excluded from any return or credit. This shall also apply for those Products, which have already been price labeled by the Buyer, or have been damaged.

4.7 For any deficiencies in title the provisions of this Clause 4 shall apply mutatis mutandis.

4.8 The warranty in this Clause and the rights and remedies of the Buyer hereunder are exclusive and in lieu of, and the Buyer hereby expressly waives, any other warranties, rights or remedies whether statutory, express or implied arising by law or otherwise with respect to any defects in or failures of the Products. In particular, we do not warrant that the Products will be resistant to all possible efforts to defeat or disable their functions, including their safety mechanisms, and we shall not incur, and disclaim, any liability in this respect.

 

5. Retention of Title and other Security Rights

5.1 To the extent valid under applicable laws, we shall retain title to the Products until all present and future claims against the Buyer to which we are entitled as a result of mutual business have been settled (hereafter “Reserved Products”). Our claims shall not be extinguished upon being included in any current account balance and us recognizing this balance. The Buyer shall store the Reserved Products in a proper manner and insure them sufficiently at his own expense. The Buyer shall be entitled to resale of the Reserved Products only within the framework of his ordinary course of business, either against payment in cash or upon agreeing upon a reservation of title. The Buyer shall be prohibited from transferring ownership by way of security, pledging, or otherwise disposing of the Reserved Products in any manner which thwarts or impedes the reservation of title in functioning as security. Should third parties attach Reserved Products in the Buyer’s possession, the latter shall inform such third parties of our reservation of title, and shall inform us in writing of the attachment enclosing the order of attachment and a statutory declaration which declares that the goods attached are identical with the Reserved Products supplied. The Buyer shall bear any costs arising from attempts to prevent attachments by third parties in the event that proceedings are successful and in the event that attempts to enforce the judgment on the third parties in question are not successful.

5.2 In the event of resale or leasing of the Reserved Products, the Buyer assigns to us in advance and by way of security his claims against his customers arising from this resale or leasing, up to the value of the Reserved Products sold in each individual case and/or in the amount of a possible co-ownership share; this assignment shall apply until all our claims arising from business dealings with the Buyer have been settled. Should the Reserved Products be resold or leased together with goods from other suppliers and should an overall invoice be issued for both types of goods, the Buyer shall assign to us that portion of the total price charged and/or of the total rental fee corresponding to the Reserved Products included in the overall invoice. The same shall apply to ancillary rights (reservation of title, transfer of ownership by way of security, bills of exchange and the like).

5.3 In a fiduciary capacity and for our account, the Buyer shall be entitled to collect claims arising from resale which have been assigned to us, and shall be entitled to enforce ancillary rights. The Buyer’s authorization to collect and the authority to enforce ancillary rights can be cancelled for good cause, in particular in the event of a substantial deterioration in his financial position. The above-mentioned authorizations in particular the Buyer’s authorization to collect, shall extinguish definitively should he fail to fulfil his financial obligations to us, should insolvency proceedings be instituted against him, or should the institution of such proceedings against him be refused for insufficiency of assets. The customer shall not be authorized to dispose of the assigned claims by other means, e.g., by assignment to third parties (in particular to financial institutions), without our prior written consent.

5.4 In the event of default by the Buyer in making payment to us, dishonoring of promissory notes or cheques, suspen­sion of payments, excessive indebtedness, or should his assets be the subject of insolvency proceedings, or should the institu­tion of such proceedings be refused for insufficiency of assets, the entire balance of his debts shall become payable, including promissory notes with later maturities. In this event, the Buyer shall, at our request provide us with a list of all Products still in his possession which are subject to reservation of title, and a list of debts assigned to us, which list shall include names and addresses of debtors and the amount of the debts. Should the conditions described above apply, the Buyer shall, upon our request, inform the debtors of the assignment of the debt to us. We shall be entitled to bring about the notification of such third party debtors itself. We shall also be entitled to repossess the Products subject to its reservation of title with a view to utilization or discharging the balance of the debts. The Buyer shall be obliged to procure possession of the Products for us or to allow our authorized representatives access to the business premises. The demand for return or the seizure of the Products shall not constitute termination of the contract.

5.5 If the value of all securities for which we obtained or retained the title, calculated at cost-price, exceeds the respective claim by more than 20 percent we shall be obliged upon request of the Buyer to release at our sole discretion the respective securities in whole or in part accordingly. In the course of current business relation accounts, the foregoing percentage shall apply to all claims we have against the Buyer.

5.6 In the event the above retention of title provisions are in whole or in part not enforceable, the Buyer hereby grants us an adequate comparable security interest in the Products purchased hereunder to secure the due and punctual payment of the purchase price specified. In the event of default by the Buyer in any payment due, we shall have the right, in addition to any other remedies we may have at law or in equity, to withhold shipment, to recall Products in transit and retake the same, to repossess any Products or goods which may be stored with us for Customer's account without the necessity of us initiating any other proceedings. The Buyer shall execute such documents as we may request to effectuate the foregoing security interest.

 

6. Limitations and Exclusions of Liability, Force Majeure

6.1 Unless otherwise set forth herein or MANDATED BY APPLICABLE LAWS, the following provisions set out our entire liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to the Buyer in respect of

6.1.1 any breach of these conditions;

6.1.2 any use made or resale by the Buyer of any of the Products, or of any product incorporating any of the Products; and

6.1.3 any representation, statement or tortious act or omission including negligence arising under or pertaining to any sales and deliveries to the Buyer;

6.1.4 all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from any business with the Buyer.

6.2 Nothing in these Standard Terms excludes or limits our liability:

6.2.1 for death or personal injury caused our negligence; or

6.2.2 for any gross-negligent or deliberate misconduct or omission on our part;

6.2.3 for any matter which it would be illegal for us to exclude or attempt to exclude our liability; o

6.2.4 for any fraud or fraudulent misrepresentation on our part.

 

6.3 Subject to Section 6.2 above, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the TRANSACTION(S) shall not exceed either:

6.3.1 the price of the respective order giving rise to the claim; or

6.3.2 the total price actually paid by the Buyer to us under the respective business transactions during the six (6) months preceding the event leading to the claim for damages by the Buyer, whichever is smaller.

6.4 Subject to Sections 6.2 and 6.3 above, to the maximum extent permitted by applicable law, We shall not be, in any case whatsoever, liable to the Buyer, its officers, agents, employees, successors and/or assignees for

6.4.1 any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information, or

6.4.2 any special, indirect, consequential, incidental or pure economic loss, costs, damages, charges or expenses of whatsoever kind or nature arising out or in connection with any business transaction; or

6.4.3 any loss, cost, damage, loss of revenue, loss of profit or loss of use, incurred or suffered by the Buyer or any third party resulting from a defect, infringement or alleged infringement, an incident, the failure of the Products or any failure to perform according to the respective business transaction even if we were advised of the possibility of such damages. The Buyer shall defend, indemnify, and hold us harmless from and against any claim based on such damage, loss or cost.

6.5 Under no circumstances shall we be liable to the Buyer for any damages resulting from or arising out of any illegal and/or fraudulent use of the Products by the Buyer, any third party or the end-user.

6.6 We shall not be in default if the performance of any of our obligations under any Transaction is partly or wholly delayed or prevented by reason of Force Majeure.

6.6.1 "Force Majeure" shall mean any event beyond our reasonable control such as, without limitation: acts of God, governmental decision, embargo, war or national emergency, hostilities, act of the public enemy, terrorist attacks anywhere in the world, riot, civil commotion, sabotage, fire, flood, explosion, epidemics, quarantine restriction, disturbances in supplies from normally reliable sources (including without limitation electricity, water, fuel and the like), strike (either at our premises or those of our suppliers or subcontractors), lock-out and labor disturbances (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or delay from a supplier or subcontractor facing a case of force majeure as defined herein.

6.6.2 In case of Force Majeure, we shall give notice of the event to the Buyer and the time schedule for the performance of any pending order shall be automatically extended by the period of time as reasonably necessary for us to overcome the consequences of such event. If our performance in whole or part of any of our obligations is delayed or prevented by reason of Force Majeure for a period exceeding three (3) months, we may at any time without further liability to the Buyer, request termination of the order and(s) concerned or any part thereof. However, Force Majeure shall not prevent or delay the payment of any sum due or to be due by the Buyer

 

7. Intellectual Property Rights, Data Protection

7.1 The Buyer explicitly acknowledges our intellectual property ownership rights, respectively our exclusive usage rights pertaining to our intellectual property rights (inclusive of trademarks, design patents, utility patents, technology patents, copyrights, etc.) and shall not engage into any activities, which could negatively affect these intellectual property rights.

7.2 Throughout the existence of the business relationship with the Buyer, a nonexclusive license, which can be revoked at any time by us is granted to use our intellectual property rights limited to the marketing purposes of the Buyer within its scope and capacity for the sales of our Products. This shall in particular apply for the usage of our logos, trademarks, drawings, photographs, texts and the like same as for all our other intellectual property rights in those marketing and promotional materials of the Buyer, which have been explicitly authorized by us prior to any such usage, regardless whether in print, PoS for Internet-based media (hereafter “the Materials”. Any forwarding of the Materials to third parties shall not be permitted unless done for the purpose of producing the creation of the Buyer’s marketing and sales promotion materials by its agencies retained for such purpose.

7.3 In order to ensure that the materials used by the Buyer in offline and online sales channels comply with those requirements, which are adequate and required for the untarnished existence of our intellectual and industrial property rights, we reserve the right to make any future usage of the Materials subject to our prior written approval. The usage of any pictures, likenesses, names, references and the like of persons, we are affiliated with in a commercial manner or otherwise, as in any event require our prior written approval.

7.4 The Buyer shall without delay remove noncurrent product information from its marketing and advertising materials and replace these by the respective actual information.

7.5 In the event of a violation of the terms contained in this Clause 7, in particular in case of any recurrence, we reserve the right in addition to any other rights and remedies we may have, to suspend any deliveries temporarily, or in general for the future.

7.7 Upon termination of the business relationship with the Buyer, regardless of which reason, the Buyer shall immediately refrain from any further offline and online usage of any materials still in its possession, respectively shall return to us immediately any Materials, we provided him with to use these for marketing and sales promotion purposes, respectively hand these over to our representative.

7.8 Any individual contractual arrangements with the Buyer, if existing, in particular in the area of its E-commerce activities at B2C level shall prevail if and to the extent conflicting with these Standard Terms.

 

8. Data protection, Confidential Treatment

8.1 We only collect and store those data of the Buyer without its express prior consent to the legally permissible extent, which are required for the execution of a Transaction and its further handling. Any other data usage on our part shall be subject to the prior approval of the Buyer.

8.2 All materials and information made available by us to the Buyer are to be treated in a confidential manner, unless publicly available and/or known or obviously designated to be forwarded to third parties. Any copying, publishing or any other disclosure of confidential information and/or materials to third parties is subject to our express prior approval. All such confidential materials and information are upon the end of our business relation of the Buyer at our choice either to be immediately returned to us and/or to be destroyed.

 

9.Place of Performance, Applicable Law and Settlement of Disputes

9.1 The place of performance for all obligations relating to the business relationship with the Buyer shall be at Eibelstadt, Germany, unless the concrete nature of the respective obligation dictates otherwise applicable law.

9.2 For all disputes relating to the business relationship with the Buyer the courts in Würzburg, Germany shall have exclusive jurisdiction to resolve any disputes between us and the Buyer, which the parties are otherwise unable to amicably resolve.

9.3. The business relationship with the Buyer shall be exclusively governed by and construed in accordance with German law, excluding its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods (1980) shall be expressly excluded.

 

10. Miscellaneous

10.1 Our employees, commercial sales agents or other representatives, which are not a member of our executive management, or do not have a specific power of authorization (Prokura or Handlungsvollmacht) are not entitled to make any statements, which are legally binding upon us unless we expressly provided our prior written consent in this respect.

10.2 Written communication shall also include communication by email, notwithstanding the fact that the burden of proof shall be upon the sender of the respective email that it actually had been received by the designated recipient (s).

10.3 Unless otherwise set forth herein or dictated by applicable mandatory laws, all claims of the Buyer vis-à-vis us shall be statute-barred after the elapse of six months from the time, where the Buyer had knowledge of the corresponding facts or should have been aware thereof, irrespective of the foregoing in any event after three years from the date of invoicing of the respective order, regardless of the nature of the respective claim.

10.4 If any provision of these Standard Terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Standard Terms and the remainder of such provision shall continue in full force and effect and in substitution for any such provision held unlawful or unenforceable, such provision(s) shall be substituted a provision of similar content reflecting the original intent of the clause to the extent permissible under applicable law.

10.5 We reserve the right to amend, change or substitute this or parts of the present version of these Standard Terms if required or deemed reasonable at our sole discretion and will forward to the Buyer the accordingly modified version (hereafter “the Subsequent Terms”). All orders already placed by the Buyer and confirmed by us in writing prior to the coming into force of any Subsequent Terms shall remain to be governed by these previous Standard Terms.

copyright RA Dr. Jochen M. Schaefer2015

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