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The following Terms and Conditions apply over and above German statutory regulations:
§ 1 General Scope
1.1 Purchases are governed exclusively by our Terms of Sale. We do not recognize any conditions of customer in opposition to or diverging from our Terms of Sale unless Customer has obtained our prior written confirmation of their validity. Our Terms of Sale shall also apply in the case that we execute delivery to Customer without reservation, in awareness of conditions of Customer that contradict or diverge from our Terms of Sale.
1.2 All agreements made between ourselves and Customer for the purpose of executing this Contract are specified in writing in this Agreement.
1.3 Our Terms of Sale apply solely to contractors pursuant to Art. 310 Para. 1, German Civil Code (BGB).
§ 2 Securing Retention of Title
2.1 The title of the Goods shall be retained by us until all payments specified in the delivery contract have been met. Should Customer act contrary to the terms of contract, particularly with regard to delays in payment, we shall retain the right to reclaim the Goods. Our act of reclaiming of the Goods shall constitute our withdrawal from the contract. We shall be authorized to sell the Goods after reclaiming them, and to offset the monies from this sale against any outstanding debts of Customer after deduction of reasonable sales expenses.
2.2 Customer shall be obliged to treat the Goods with all due care and in particular to take out adequate insurance at his own expense for the Goods against damage by fire, water or theft, the sum insured to be equal to the replacement value of the Goods. Any necessary maintenance and inspection works shall be ordered or completed by Customer at the appropriate time and at Customer’s own expense.
2.3 Customer shall inform us immediately in the case of distraint procedures or other intervention by third parties, to enable us to file a suit pursuant to Art. 771, German Code of Civil Procedure (ZPO). Should said third Party prove unable to reimburse the legal and out of court costs of a case to us in accordance with Art. 771, ZPO, Customer shall bear liability for any losses arising to us.
§ 3 Features of Condition
All information, drawings, illustrations, samples, brochures, technical specifications and catalogues together with other technical data and recommendations for use specified in brochures, catalogues, advertisements and price lists or contained in documents pertaining to an offer, shall be non-binding and shall not exempt Purchaser from his obligation to examine the Goods for their suitability for the intended purposes, procedures and areas of use. They shall constitute an integral part of this Contract only in the case that and to the extent that we expressly confirm them as binding. The application, use and processing of the Goods purchased shall be the express responsibility of Purchaser. We retain the rights of title and copyright to the illustrations, drawings and other documents. They may be used only for the purpose envisaged in the Agreement and may not be made available to third parties.
§ 4 Custom products / designs
4.1 We retain the rights of ownership, all industrial property rights and copyright on all custom products / designs, samples, images, technical documents, estimates and quotations in all cases, including those where the customer has borne the costs of the design etc. The customer may only use the custom products in the manner agreed with us. The customer may not produce the products supplied itself or order their production by third parties without our written permission.
4.2 Where we supply products manufactured according to the customer’s design specifications or custom products, the customer accepts liability that no industrial property rights or other rights of third parties are infringed by the manufacture and supply of the products. The customer undertakes to compensate us for any and all damages resulting from such infringement of rights.
4.3 The customer undertakes to maintain strict confidentiality concerning any knowledge received from us as a result of the business relationship that is not public knowledge and to refrain from disclosing it to third parties.
§ 5 Place of jurisdiction and fulfillment
5.1 If Customer is a dealer, the place of jurisdiction shall be the headquarters of our company; however, we retain the right to bring a court action against Customer at Customer‘s place of residence.
5.2 German law shall apply; the terms of the United Nations Sales Convention shall be excluded.
5.3 The headquarters of our company shall be the place of fulfillment unless otherwise stated or implied in the order confirmation.
Valid from 08.06.2015
KLOTZ AIS GmbH
Johann-Sebastian-Bach Str. 36
85591 Vaterstetten / München