Standard Business Conditions of Lupus Imaging & Media GmbH & Co. KG
 

1. GENERAL

The placing of an order is considered to imply recognition of our Standard Business Conditions, even in cases in which the customer makes reference to his trading conditions.

Our offers are subject to confirmation. Orders are binding on us only if we confirm them or fulfill the order by delivering the goods within two weeks of receipt of the order. Verbal additions or supplements are binding only when we confirm them in writing.

Cases of force majeure – that is, circumstances and events which cannot be prevented with due care of a prudent businessman – suspend the contractual obligations for the period in which they apply and to the extent of their effect. If delays resulting from force majeure exceed four weeks, the parties to the contract are entitled to give notice of rescission of the contract in respect of the affected delivery. No other claims are applicable.


2. PRICES

Deliveries and provision of services are made without exception at the prices and pursuant to the terms valid on the day of discharge, excluding VAT applicable at the time, except discharge is agreed upon at a date later than four months of conclusion of the contract.


3. MINIMUM PURCHASE QUANTITIES

We retain the right to make delivery only in cases where the units of delivery and minimum ordering quantities correspond to the minimum quantities and order values shown in the relevant price lists.


4. PACKAGING AND TRANSPORT

Our prices include the cost of packaging. Loading and transport are carried out without insurance at the customer's risk. Deliveries in Germany are on a carriage paid basis. Deliveries outside Germany are separately invoiced.

All shipments are made at the risk of the customer. In the case of deliveries, were the external condition of packages suggests that the contents have been damaged (transport damage), it is therefore advisable to accept delivery only under retention of the right to claim compensation from the forwarder and to make claims against the forwarder for any damage that is ascertained.

We will make efforts to meet customers' wishes and interests in respect of the type and route of transport and to confirm these in writing. With such confirmation the deviation from normal type or route of transport becomes binding and additional costs caused thereby are to be borne by the customer.


5. RETENTION OF TITLE; BALANCE AND CURRENT ACCOUNT PROVISION

All goods supplied by us to consumers remain our property until the full purchase price has been paid.

Until full payment of the purchase price and of all of our claims (including any promissory notes for refinancing or promissory notes by seller until the promissory notes have been honored) out of the business relationship with customers who are entrepreneur, public law entities or public special funds (hereinafter referred to as “Entrepreneurs”), all goods supplied by us remain our property until the full purchase price and of all of our claims have been paid. Goods which are subject to retention of title supplied by us to Entrepreneurs may only be sold and processed in the normal course of business.

We will waive retention of title at Entrepreneur’s option to the extent, the value of goods subject to retention of title exceeds 10 % of the purchase price as well as all of our claims out of the business relationship. As for the value of the goods subject to retention of title the price paid by the Entrepreneur is valid. After processing, remodeling or union of goods which are subject to retention of title with other movables, the cost price is applicable.

If the Entrepreneurs does not fulfill his payment obligation or if fulfillment of our claims is jeopardized by infringement of the obligations subject to the subparagraphs above or in any other way, for example by seizure or levy of attachment by third parties or by insolvency proceedings the Entrepreneur is subject of, we are entitled to take back our goods without previous rescission from the contracts.


6. CONDITIONS OF PAYMENT

Our invoices arising from supply of goods are due immediately and are payable net cash within 10 days of the date of invoice. The Entrepreneur in receipt of the invoice is in default if payment is not effected within 10 days of the due date.

Cheques are considered as payment only when they have been redeemed.

We retain the right to make deliveries or provide services only against payment in advance, against cash payment or against cash on delivery.

In case of delayed payment we charge default interest at the legal rate of interest from the date when the time fixed for payment has been exceeded.

The Entrepreneur is not entitled to set off payments or to exercise rights of retention. Justified claims will be met only after investigation by issuing a credit note.


7. COMPLAINTS AND FAULTS

The Entrepreneur is obliged to examine the goods upon delivery without delay in respect of the condition and fitness for purpose of the goods; if this is not done, the goods are deemed to have been accepted. Claims for missing goods must be made within 3 days of delivery by sending the bill of delivery.

Complaints  in respect to a hidden defect of goods must be made in writing without delay after discovery of the fault and documentation must be provided.

Our obligation to make compensation is limited subject to our option  to replacement delivery, rescission of sale change of goods delivered, reduction of purchase price or repair. If such remedy is not successfully made within a reasonable period of time, the customer may withdraw from the contract or make a reduction of payment.

Claims against us may not be based on damage in transport, damage resulting from incorrect handling or from actions taken by the Entrepreneur.

Further claims in respect of delayed deliveries against us are excluded, unless mandatory due to intention, gross negligence or a guarantee.


8. COMPENSATION

Further claims against us are excluded, unless based on injury to life, bodily injury or damage to health, or are mandatory due to intention, gross negligence, a guarantee or a liability under the Product Liability Act (Produkthaftungsgesetz).


9. PLACE OF PERFORMANCE

Place of performance is the place of dispatch (delivery to a place other than the place of performance), place of payment is Cologne.


10. VENUE

For all disputes of any kind arising out of or related to the businesses between us and the Entrepreneurs is Cologne. We are also entitled to bring a claim in the courts of the Entrepreneurs principal place of business.


11. STORAGE OF DATA

We store such personal data on our business partners as is necessary for the conduct of our business.


12. SEVERABILITY

The invalidity or unenforceability of any provision of these Terms of Business shall not affect the validity of the other provisions of these Standard Business Conditions.

 Standard Business Conditions of Lupus Imaging & Media GmbH & Co. KG 17.40 Kb

September 2007