Общие правила пользования порталом:
Privacy policy



Terms and conditions of Sale:


Preamble


1. These General Conditions shall apply when the parties agree In Writing or otherwise
thereto. Any modifications of or deviations from them must be agreed In Writing.


Definitions


2. In these General Conditions the following terms shall have the meanings hereunder assigned
to them:
- 'Contract': the agreement In Writing between the parties concerning supply of the Product
and all appendices, including agreed amendments and additions In Writing to be said
documents;
- 'Gross Negligence': an act or omission implying either a failure to pay due regard to
serious consequences, which a conscientious contracting party would normally foresee as
likely to ensue , or a deliberate disregard of the consequences of such an act or omission;
- 'In Writing': communication by document signed by both parties or by letter, fax, electronic
mail and by such other means as are agreed by the parties;
- 'The Product': the object(s) to be supplied under the Contract, including software and
documentation.


Product Information


3. All information and data contained in general product documentation and price lists shall
be binding only to the extent that they are by reference In Writing expressly included in
the Contract.


Drawings and Technical Information


4. All drawings and technical documents relating to the Product or its manufacture submitted
by one party to the other, prior or subsequent to the formation of the Contract, shall remain
the property of the submitting party.
Drawings, technical documents or other technical information received by one party shall
not, without the consent of the other party, be used for any other purpose than that for
which they were provided. They may not, without the consent of the submitting party, otherwise
be used or copied, reproduced, transmitted or communicated to a third party.


5. The supplier shall, not later than at the date of delivery, provide free of charge information
and drawings which are necessary to permit the Purchaser to install, commission, operate
and maintain the Product. Such information and drawings shall be supplied in the number
of copies agreed upon or at least one copy of each. The Supplier shall not be obliged to
provide manufacturing drawings for the Product or for spare parts.


Acceptance Tests


6. Acceptance tests provided for in the Contract shall, unless otherwise agreed, be carried
out at the place of manufacture during normal working hours.
If the Contract does not specify the technical requirements, the tests shall be carried out
in accordance with the general practice in the appropriate branch of industry concerned in
the country of manufacture.


7. The Supplier shall notify the Purchaser In Writing of the acceptance tests in sufficient time
to permit the Purchaser to be represented at the tests. If the Purchaser is not represented,
the test report shall be sent to the Purchaser and shall be accepted as accurate.


8. If the acceptance tests show the Product not to be in accordance with the Contract, the
Supplier shall without delay remedy any deficiencies in order to ensure that the Product
complies with the Contract. New tests shall then be carried out at the Purchasers request,
unless the deficiency was insignificant.


9. The Supplier shall bear all costs for acceptance tests carried out at the place of manufacture.
The Purchaser shall however bear all travelling and living expenses for his representatives
in connection with such tests.

Delivery. Passing of Risk


10. Any agreed trade term shall be construed in accordance with the INCOTERMS in force at
the formation of the Contract.
If no trade term has been specifically agreed, the delivery shall be Free Carrier (FCA) at
the place named by the Supplier.
If, in the case of delivery Free Carrier, the Supplier, at the request of the Purchaser, undertakes
to send the Product to its destination the risk will pass no later than when the
Product is handed over to the first carrier.
Partial delivery shall not be permitted, unless otherwise agreed.


Time for Delivery. Delay


11. If the parties, instead of specifying the date for delivery, have specified a period of time
within which delivery shall take place, such period shall start to run as soon as the Contract
is entered into and all agreed preconditions to be fulfilled by the Purchaser have been
satisfied, such as official formalities, payments due at the formation of the Contract and
securities.


12. If the Supplier anticipates that he will not be able to deliver the Product at the time for
delivery, he shall forthwith notify the Purchaser thereof In Writing, stating the reason and,
if possible, the time when delivery can be expected.
If the Supplier fails to give such notice, the Purchaser shall be entitled to compensation
for any additional costs which he incurs and which he could have avoided had he received
such notice.


13. If delay in delivery is caused by any of the circumstances mentioned in Clause 40 by an
act or omission on the part of the Purchaser, including suspension under Clauses 21 and
43, or any other circumstances attributable to the Purchaser, the Supplier shall be entitled
to extend the time of delivery by a period which is necessary having regard to all the circumstances
of the case. This provision shall apply regardless of whether the reason for
the delay occurs before or after the agreed time for delivery.


14. If the Product is not delivered at the time for delivery, the Purchaser shall be entitled to
liquidated damages from the date on which delivery should have taken place.The liquidated damages shall be payable at a rate of 0.5 per cent of the purchase price
for each commenced week of delay. The liquidated damages shall not exceed 5 per cent
of the purchase price.
If only part of the Product is delayed, the liquidated damages shall be calculated on that
part of the purchase price which is attributable to such part of the Product as cannot in
consequence of the delay be used as intended by the parties.
The liquidated damages shall become due at the Purchasers demand In Writing but not
before delivery has been completed or the Contract is terminated under Clause 15.


15. If the delay in delivery is such that the Purchaser is entitled to maximum liquidated damages
under Clause 14 and if the Product is still not delivered, the Purchaser may In Writing
demand delivery within a final reasonable period which shall not be less than one week.
If the Supplier does not deliver within such final period and this is not due to any circumstances
which are attributable to the Purchaser then the Purchaser may be notice in Writing
to the Supplier terminate the Contract in respect of such part of the Product as cannot
in consequence of the Suppliers failure to deliver be used as intended by the parties.
If the Purchaser terminates the Contract he shall be entitled to compensation for the loss
he suffers as a result of the Suppliers delay, including any consequential and indirect loss.
The total compensation, including the liquidated damages which are payable under Clause
14, shall not exceed 15 per cent of the part of the purchase price which is attributable to
the part of the Product in respect of which the Contract is terminated.
The Purchaser shall also have the right to terminate the Contract by notice in Writing to
the Supplier, if it is clear from the circumstances that there will occur a delay in delivery
which , under Clause 14, would entitle the Purchaser to maximum liquidated damages. In
case of termination for this reason, the Purchaser shall be entitled to maximum liquidated
damages and compensation under the third paragraph of Clause 15.


16. Liquidated damages under Clause 14 and termination of the Contract with limited compensation
under Clause 15 shall be the only remedies available to the Purchaser in case
of delay on the part of the Supplier. All other claims against the Supplier based on such
delay shall be excluded, except where the Supplier has been guilty of a negligent breach
of a fundamental condition of the Contract, intent or Gross Negligence according to Clause
2.


17. If the Purchaser anticipates that he will be unable to accept delivery of the Product at the
time for delivery, he shall forthwith notify the Supplier In Writing thereof, stating the reason
and, if possible, the time when he will be able to accept delivery.
If the Purchaser fails to accept delivery at the time for delivery, he shall nevertheless pay
any part of the purchase price which becomes due at the time for delivery, as if delivery
had taken place at the time for delivery. The Supplier shall arrange for storage of the
Product at the risk and expense of the Purchaser. The Supplier shall also, if the Purchaser
so requires, insure the Product at the Purchasers expense.


18. Unless the Purchasers failure to accept delivery is due to any such circumstance as mentioned
in Clause 40, the Supplier may be notice In Writing require the Purchaser to accept
delivery within a final reasonable period.
If, for any reason which is not attributable to the Supplier, the Purchaser fails to accept
delivery within such period, the Supplier may be notice in Writing terminate the Contract
in whole or in part. The Supplier shall than be entitled to compensation for the loss he
suffers by reason of the Purchasers default, including any consequential and indirect loss.
The compensation shall not exceed that part of the purchase price which is attributable to
that part of the Product in respect of which the Contract is terminated.


Payment


19. Payment shall be made within 30 days after the date of invoice.
Unless otherwise agreed, the purchase price shall be paid with one third at the formation
of the Contract and one third when the Supplier notifies the Purchaser that the Product, or
the essential part of it, is ready for delivery. The remaining part of the purchase price shall
be paid when the entire Product is delivered.


20. Whatever the means of payment used, payment shall not be deemed to have been effected
before the Suppliers account has been irrevocably credited for the amount due.


21. If the Purchaser fails to pay by the stipulated date, the Supplier shall be entitled to interest
from the day on which payment was due and the compensation for recovery costs. The
rate of interest shall be as agreed between the parties or otherwise 8 percentage points
above the rate of the main refinancing facility of the European Central Bank. The compensation
for recovery costs shall be 1 per cent of the amount for which interest for late payment
becomes due.
In case of late payment and in case the Purchaser fails to give an agreed security by the
stipulated date the Supplier may, after having notified the Purchaser In Writing, suspend
his performance of the Contract until he receives payment or, where appropriate, until the
Purchaser gives the agreed security.
If the Purchaser has not paid the amount due within three months the Supplier shall be
entitled to terminate the Contract by notice In Writing to the Purchaser and, in addition to
the interest and compensation for recovery costs according to this Clause, to claim compensation
for the loss he incurs. Such compensation shall not exceed the agreed purchase
price.


Retention of Title


22. The Product shall remain the property of the Supplier until paid for in full to the extent had
such retention of title is valid under the relevant law.
The Purchaser shall at the request of the Supplier assist him in taking any measures necessary
to protect the Suppliers title to the Product.
The retention of title shall not affect the passing of risk under Clause 10.

Liability for Defects


23. Pursuant to the provisions of Clauses 24 - 39, the Supplier shall remedy any defect or
nonconformity (hereinafter termed defect(s)) resulting from faulty design, materials or
workmanship.


24. The Supplier shall not be liable for defects arising out of materials provided or a design
stipulated or specified by the Purchaser.


25. The Supplier shall only be liable for defects which appear under the conditions of operation
provided for in the Contract and under proper use of the Product.


26. The supplier shall not be liable for defects caused by circumstances, which arise after the
risk has passed to the Purchaser, e.g. Defects due to faulty maintenance, incorrect installation
or faulty repair by the Purchaser or to alterations carried out without the Suppliers
consent In Writing. The Supplier shall neither be liable for normal wear and tear nor for
deterioration.


27. The suppliers liability shall be limited to defects which appear within a period of one year
from delivery. If the use of the Product exceeds that which is agreed, this period shall be
reduced proportionately.
Claims for reimbursement of expenses of the Purchaser according to Sec. 445a BGB (recourse
of the seller) also become statute-barred 12 months after the beginning of the statutory
limitation period, provided that the last contract in the supply chain is not for a sale
of consumer goods. The statutory provisions regarding suspension of the statute of limitations
(specifically Sec. 445b BGB), suspension and recommencement of limitation periods
remain unaffected.


28. When a defect in a part of the Product has been remedied, the Supplier shall be liable for
defects in the repaired or replaced part under the same terms and conditions as those
applicable to the original Product for a period of one year. For the remaining parts of the
Product the period mentioned in Clause 27 shall be extended only by a period equal to
the period during which and to the extend that the Product could not be used as a result
of the defect.


29. The Purchaser shall without undue delay notify the Supplier In Writing of any defect which
appears. Such notice shall under no circumstances be given later than two weeks after
the expiry of the period given in Clause 27 or the extended period(s) under Clause 28,
where applicable.
The notice shall contain a description of the defect.
If the Purchaser fails to notify the Supplier In Writing of a defect within the time limits set
forth in the first paragraph of this Clause, he shall lose his right to have the defect remedied.
Where the defect is such that it may cause damage, the Purchaser shall immediately inform
the Supplier In Writing. The Purchaser shall bear the risk of damage to the Product
resulting from his failure so to notify. The Purchaser shall take reasonable measures to
minimize damage and shall in that respect comply with instructions of the Supplier.


30. On receipt of the notice under Clause 29 the Supplier shall at his own cost remedy the
defect without undue delay, as stipulated in Clauses 23-39. The time for remedial work
shall be chosen in order not to interfere unnecessarily with the Purchasers activities.
Repair shall be carried out at the place where the Product is located unless the Supplier
deems it more appropriate that the Product is sent to him or a destination specified by him.
If the defect can be remedied by replacement or repair of a defective part and if dismantling
and re-installation of the part do not require special knowledge, the Supplier may demand
that the defective part is sent to him or a destination specified by him.


31. The Purchaser shall at his own expense provide access to the Product and arrange for
any intervention in equipment other than the Product, to the extent that this is necessary
to remedy the defect.


32. Unless otherwise agreed, necessary transport of the Product or parts thereof to and from
the Supplier in connection with the remedying of defects for which the Supplier is liable
shall be at the risk and expense of the Supplier. The Purchaser shall follow the Suppliers
instructions regarding such transport.


33. Unless otherwise agreed, the Purchaser shall bear any additional costs which the Supplier
incurs for remedying the defect caused by the Product being located in a place other than
the destination stated at the formation of the Contract for the Suppliers delivery to the
Purchaser or - if no destination has been stated - the place of delivery.


34. Defective parts which have been replaced shall be made available to the Supplier and
shall be his property.


35. If the Purchaser has given such notice as mentioned in Clause 29 and no defect is found
for which the Supplier is liable, the Supplier shall be entitled to compensation for the costs
he incurs as a result of the notice.


36. If the Supplier does not fulfill his obligations under Clause 30, the Purchaser may be notice
In Writing fix a final reasonable period for completion of the Suppliers obligations, which
shall not be less than one week.
If the Supplier fails to fulfill his obligations within such final period, the Purchaser may
himself undertake or employ a third party to undertake necessary repair work at the risk
and expense of the Supplier.
Where successful repair work has been undertaken by the Purchaser or a third party,
reimbursement by the Supplier of reasonable costs incurred by the Purchaser shall be in
full settlement of the Suppliers liabilities for the said defect


37. Where the Product has not been succesfsully repaired, as stipulated under Clause 36,

  1. the Purchaser shall be entitled to a reduction of the purchase price in proportion to the
    reduced value of the Product, provided that under no circumstances shall such reduction
    exceed 15 per cent of the purchase price, or
  2. where the defect is so substantial as the significantly deprive the Purchaser of the benefit
    of the Contract as regards the Product or a substantial part of it, the Purchaser may terminate the Contract by notice In Writing to the Supplier in respect of such part of the
    Product as cannot in consequence of the defect be used as intended by the parties. The
    Purchaser shall then be entitled to compensation for his loss, costs and damages up to a
    maximum of 15 per cent of that part of the purchase price which is attributable to the part
    of the Product in respect of which the Contract is terminated.

38. Notwithstanding the provisions of Clauses 23-37 the Supplier shall not be liable for defects
in any part of the Product for more than one year from the end of the liabillity period referred
to in Clause 27 or from the end of any other liability period agreed upon by the
parties.
Claims for reimbursement of expenses of the Purchaser according to Sec. 445a BGB (recourse
of the seller) also become statute-barred 12 months after the beginning of the statutory
limitation period, provided that the last contract in the supply chain is not for a sale
of consumer goods. The legal provions regarding suspension of the statute of limitations
(specifically Sec. 445b BGB), suspension and recommencement of limitation periods remain
unaffected.


39. Save as stipulated in Clauses 23-38, the Supplier shall not be liable for defects. This applies
to any loss the defect may cause including loss of production, loss of profit and other
indirect loss. This limitation of the Supplier’s liability shall not apply if he has been guilty of
intent or Gross Negligence as defined in Clause 2 or if the Supplier negligently causes
damage to life, body or health.
Furthermore the limitation of liability shall not apply in cases of negligent breach of a fundamental
condition of the contract. In the case of slight negligence the Supplier shall be
liable only for reasonable foreseeable damage which is intrinsic to the contract.
Nor shall the said limitation of liability apply in the cases of strict liability under the Product
Liability Act, for defects of the Product causing death or personal injury, or damage to
items of property used privately. Furthermore, the said limitation of liability shall not apply
in the case of defects the Supplier has fraudulently concealed or whose absence he has
guaranteed.


Force Majeure


40. Either party shall be entitled to suspend performance of his obligations under the Contract
to the extent that such performance is impeded or made unreasonably onerous by Force
Majeure, meaning any of the following circumstances: industrial disputes and any other
circumstances beyond the control of the parties such as fire, war, extensive military mobilization,
insurrection, requisition, seizure, embargo, restrictions in the use of power, currency
and export restrictions, epidemics, natural disasters, extreme natural events, terrorist
acts and defects or delays in deliveries by subcontractors caused by any such circumstance
referred to in this Clause.
A circumstance referred to in this Clause whether occurring prior to or after the formation
of the Contract shall give a right to suspension only if its effect on the performance of the
Contract could not be foreseen at the time of the formation of the Contract.


41. The Party claiming to be affected by Force Majeure shall notify the other party In Writing
without delay on the intervention and on the cessation of such circumstance. If a party fails
to give such notice, the other party shall be entitled to compensation for any additional
costs which he incurs and which he could have avoided had he received such notice.
If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate
the Supplier for expenses incurred in securing and protecting the Product.


42. Regardless of what might otherwise follow from these General Conditions, either party
shall be entitled to terminate the Contract by notice In Writing to the other party if performance
of the Contract is suspended under Clause 40 for more than six months.


Anticipated Non-Performance


43. Notwithstanding other provisions in these General Conditions regarding suspension, each
party shall be entitled to suspend the performance of his obligations under the Contract,
where it is clear from the circumstance that the other party is not going to perform his
obligations. A party suspending his performance of the Contract shall forthwith notify the
other party thereof In Writing.


Consequential Losses


44. Save as otherwise stated in these General Conditions there shall be no liability for either
party towards the other party for loss of production, loss of profit, loss of use, loss of
contracts or for any other consequential or indirect loss whatsoever.
The said exclusion of liability shall not apply in the case of intent or Gross Negligence
under Clause 2 or if the Supplier negligently causes damage to life, body or health. Furthermore,
the exclusion of liability shall not apply in cases of negligent breach of a fundamental
condition of the contract. In the case of a slightly negligent breach of a fundamental
conditidon of the contract, the Supplier shall be liable only for reasonably foreseeable
damage which is intrinsic to the contract.
Nor shall the exclusion of liability apply in cases of strict liability under the Product Liability
Act., for defects of the Product causing death or personal injury, or damage to items of
property used privately. Neither does the said exclusion apply in the case of damage attributable
to fraudulent concealment or under a specific guarantee granted.


Disputes and Applicable Law


45. All disputes arising out of or in connection with the Contract shall be finally settled under
the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said Rules.


46. The Contract shall be governed by the substantive law of the Suppliers country. The 'Convention
on Contracts for the International Sale of Goods' (Vienna Convention of April 11th
1980) shall not be applicable.

© 2019 MIAG Fahrzeugbau GmbH
MIAG Fahrzeugbau GmbH
Kocherstraße 1
D-38120 Braunschweig
Germany
Fon ++49 (0) 531 - 8 66 01 - 0
Fax ++49 (0) 531 - 8 66 01 - 50
E-Mail: info@miag.de
This site uses Cookies
×

Click here for our privacy policy