These terms and conditions shall apply to any offer, offer and agreement between ..., hereinafter referred to as "User", and a Counterparty to which User has declared these conditions applicable, provided that these terms have not been expressly and in writing deviated from by the parties.
These conditions also apply to agreements with User, for the implementation of which should be involved by User third parties.
These terms and conditions are also written for the employees of User and his management.
The applicability of any purchase or other conditions of the Other Party is expressly rejected.
If one or more provisions in these terms and conditions are at any time completely or partially annulled or could be destroyed, then it remains fully applicable in these terms and conditions. The User and the Other Party will then enter into consultations with a view to agreeing new provisions to replace the nuny or annulled provisions, respecting as far as possible the purpose and scope of the original provisions.
If there is uncertainty as to the interpretation of one or more provisions of these terms and conditions, the explanation should take place 'in the spirit' of these provisions.
If a situation arises between the parties which are not governed by these general conditions, this situation should be assessed in the spirit of these terms and conditions.
If The User does not always require strict compliance with these conditions, this does not mean that its provisions do not apply, or that the User would lose the right to require, in other cases, the prompt compliance with the terms of these conditions.
Article 2 Tenders and offers
All offers and offers from User are non-binding, unless the offer has set a deadline for acceptance. A quote or offer will expire if the product to which the offer or offer relates is no longer available in the meantime.
The user cannot be held to his offers or offers if the Other Party can reasonably understand that the offers or offers, or any part thereof, contain an obvious error or a misrehension.
The prices indicated in a tender or offer shall not include VAT and other public levies, any costs to be incurred under the agreement, including travel and accommodation, shipping and administration costs, unless otherwise specified.
If the acceptance (whether or not on subordinate points) differs from the offer contained in the offer or offer, then User is not bound by it. The agreement will not be concluded in accordance with this different acceptance, unless User indicates otherwise.
A compound quote does not require The User to perform part of the contract at a corresponding part of the specified price. Offers or quotes do not automatically apply to future orders.
Article 3 Duration of contracts; delivery times, implementation and modification of the agreement
The agreement between User and the Other Party shall be entered into indefinitely, unless otherwise arising from the nature of the agreement or if the parties expressly and in writing agree otherwise.
If a time limit has been agreed or specified for the completion of certain activities or for the supply of certain items, this is never a fatal time limit. Therefore, if a deadline is exceeded, the Other Party User must default in writing. Users should be given a reasonable period of time to implement the agreement.
If User needs data from the Other Party for the implementation of the agreement, the implementation period does not take place until after the Other Party has made it available to User correctly and in full.
Delivery is done off user's business. The Other Party is obliged to take the cases when they are made available to him. If the Other Party refuses to purchase or is negligent in providing information or instructions necessary for delivery, User is entitled to store the items for the account and risk of the Other Party.
User has the right to have certain activities carried out by third parties.
User is entitled to execute the agreement in several stages and to invoice the portion thus executed separately.
If the agreement is implemented in stages, User may suspend the implementation of those components belonging to the next stage until the Other Party has approved in writing the results of the preceding phase.
If, during the implementation of the Agreement, it appears that it is necessary for its proper implementation to be amended or supplemented, the Parties will adapt the Agreement in good time and by mutual agreement. If the nature, scope or content of the agreement, whether at the request or designation of the Other Party, of the competent authorities et cetera is changed and the agreement is thereby changed in terms of quality and/or quantity, then this may also have consequences for what was originally agreed. As a result, the amount originally agreed can be increased or reduced. User will make as much of this as possible advance price statement. An amendment to the Agreement may also amend the time limit for implementation which was originally specified. The Other Party accepts the possibility of amending the agreement, including the change in price and time limit of implementation.
If the agreement is amended, including a supplement, then User is entitled to implement it only after it has been agreed by the person competent within the User and the Other Party has agreed to the price and other conditions specified for implementation, including the time at which it will be implemented. Failure or failure to immediately implement the amended agreement does not result in any default by User and is neither grounds for the Other Party to terminate the agreement. Without defaulting, User may refuse a request for amendment of the agreement if this could have a qualitative and/or quantitative effect, for example, for the work or business to be carried out in that context.
If the Other Party is allowed to default in the proper fulfilment of what it is required to do to The User, then the Other Party is liable for any damages (including costs) on the part of The User thereby arising directly or indirectly.
If user agrees with the Other Party a fixed price, then User is nevertheless at any time entitled to increase that price without the Other Party being entitled in that case to terminate the contract for that reason, if the increase in the price results from a jurisdiction or obligation under the law or regulation or finds its cause in an increase in the price of raw materials , wages, etc. or on other grounds which were not reasonably foreseeable when the agreement was entered into.
If, other than as a result of an amendment to the agreement, the price increase is more than 10% and takes place within three months of the conclusion of the agreement, only the Other Party invoking Title 5 Section 3 of Book 6 BW is entitled to terminate the agreement by written declaration, unless The User is then prepared to execute the agreement on the basis of the original agreement. , or if the price increase results from a power or obligation based on user under the law or if it is stipulated that the delivery will take place more than three months after the purchase.