9.4 The expenditures required for after-fulfilment, especial transport, travel, work and material costs, will be borne by us. This does not apply if the expenditures increase if the product has been relocated after delivery to a different location than the domicile or commercial residence of the contract partner, except if this relocation is in keeping with the intended purpose of use of the given object. The costs for transport and travel shall only be borne by us for transportation within the EU. 9.5 If the contractual partner accepts defective merchandise even though he has recognised the defect, then he can only be entitled to the claims and rights associated with defects if he has reserved these claims and rights when accepting the defective merchandise. 9.6 Assignment of claims of the contractual partner due to defects to third parties is excluded. Payments of the contractual partner in connection with notices of defect can only be retained to an extent that is commensurate with the asserted defect. 10. LIABILITY FOR DAMAGES 10.1 We are liable for damage resulting from injury to life, body or health in conformity with the corresponding legal provisions. 10.2 Otherwise our liability is limited to breach of duty and our non-contractual liability to damage caused deliberately or by gross negligence. The liability for the gross negligence of our employees, collaborators and simple vicarious agents is excluded in this context. 10.3 The limitation on liability and the exclusion of liability according to Cipher 10.2 Sentence 1 shall not apply in the event of breach of such contractual duties which make the due performance of the contract possible in the first place and adherence to which the contracting party may rely on (i.e. cardinal duties or duties essential to the contract). 10.4 Liability is limited to contract-typical damage that we could have expected when the contract was concluded on account of the circumstances known to us at the given time. 10.5 Further damage, irrespective of the legal reason, is excluded. We are not liable for lack of commercial success, lost profit, indirect damage, consequential harm caused by a defect and damage resulting from third-party claims. 10.6 The above liability limitations apply equally to claims for compensation on account of futile expenditures (§ 284 BGB – German Civil Code ). 10.7 Irrespective of the legal reason, compensation claims directed against us expire within two years of the legally stipulated commencement of the period of limitation, but at the latest after the surrender of the object. 10.8 The above provisions are not associated with a shift in the burden of proof to the disadvantage of the contractual partner. 10.9 Compensation claims according to the Product Liability Law (Produkthaftungsgesetz) remain unaffected. 11. DATA PRIVACY 11.1 As far as we process personal data of natural persons of the contractual partner within the scope of the cooperation, we are responsible within the meaning of Art. 4 para. 8 GDPR and process this personal data on the basis of Art. 6 paragraph 1 letter f GDPR, our legitimate interest is the execution of the contract with the contractual partner, or if the contractual partner itself is a natural person, on the basis of Art. 6 paragraph 1 letter b GDPR. This processing is contractually necessary, otherwise certain processing steps could not be carried out and the contract could not be properly fulfilled. We will only pass the data on to those recipients who necessarily support us in drafting and implementing the contract, in particular service provider in the IT/ITC sector and logistics companies. Personal data will only be stored by us for as long as it is necessary for the conclusion and execution of the contract or they have be stored due to legal retention periods or they may be kept for other legal reasons, in particular for legal defence. Articles 15-23 of the GDPR provide different rights for persons affected by data processing, in particular the right of access to personal data processed by the responsible, the right to correct inaccurate data, the right to delete personal data, the right to restrict processing, a right of objection to processing and the right to data transferability. Furthermore, concerned persons have a right of appeal to a supervisory authority with regard to data processing. 11.2 The contractual partner is responsible for and assures us that the personal data provided to us may be processed by us for the purposes described here. He will make the information presented here available to the persons concerned in a data protection compliant manner.
8.3 Transformation and processing of the reserved merchandise are carried out on our behalf as manufacturer in the meaning of § 950 BGB ( German Civil Code ) without placing us under obligation. The processed merchandise is considered to be reserved property in the meaning of Cipher 8.1. In the event that the customer processes, combines and mixes the reserved merchandise with other goods, then we are entitled to co-ownership of the new object in the same ratio as the invoiced amount of the reserved merchandise in relation to the invoiced value of the other used goods. If our ownership becomes extinct due to combination or mixing, then the customer transfers already now their ownership rights to the new stock of objects to the same extent as the invoiced value of the reserved merchandise and will store it free of charge on our behalf. The co-ownership rights existing hereafter are applicable as reserved merchandise in the meaning of cipher 8.1. 8.4 The reserved merchandise can be sold, processed or combined with other objects, or extended in any other form (hereinafter referred to as “resell”) by the contractual party only within the framework of orderly business operations and provided that the contractual partner is not in default. Any other disposition of the reserved merchandise is impermissible. We must be immediately notified of third-party attachments or seizures of the reserved merchandise. All intervention costs, e.g. the cost of a third-party proceedings as per § 771 ZPO ( German Code of Civil Procedure ) must be borne by the contractual party in so far as they are not retracted by the third party (party opposing the proceedings) following the first request, and if intervention was justified. If the contractual party grants their buyer deferment of payment, then he must reserve ownership to the reserved merchandise under the same conditions as we have reserved ownership to the delivered reserved merchandise. However, the contractual partner is not obliged to reserve ownership vis-à-vis the buyer regarding the ownership to future arising demands. Otherwise the contractual partner is not entitled to resell. 8.5 The claims of the contractual partner resulting from the resale of the reserved merchandise are herewith assigned to us to the same extent as is needed to secure the reserved merchandise. The contractual partner is only entitled to resell if the resulting claims entitlement is assigned to us. 8.6 If the contractual partner sells the reserved merchandise together with other goods not supplied by us for a total price, then the claims for the sale will be assigned to us to the same extent as the invoice value of our sold reserved merchandise. 8.7 If the assigned claim is included in a running invoice, then the contractual partner herewith assigns to us already now a part of the balance, including the final balance from the current account, that equals this claim. 8.8 The contractual partner is entitled, until recalled, to collect the claims assigned to us. We are entitled to recall if the contractual party does not fulfil in an orderly manner their payment obligations resulting from the business relations with us or if we become aware of circumstances that could significantly diminish the credit worthiness of the contractual partner. If the preconditions exist to exercise the recall right, then the contractual partner must, at our request, immediately disclose the assigned claims and their debtor, declare all the details that are necessary to collect the claims, hand over to us all the requisite documents, and notify the debtor of this assignment. We, ourselves, are also entitled to notify the debtor of this assignment. 8.9 If the nominal value (invoiced total for the merchandise or the nominal amount of the claim rights) of the securities existing for us exceeds the secured claims by more than 20%, we will then be obliged to release securities of our preference at the request of the contractual partner. 8.10 If we assert our reservation of title, then this will only represent a withdrawal of the contract if we specifically declare this in writing. The right of the contractual partner to hold the reserved merchandise becomes extinct if he does not fulfil is obligations result from this agreement or other contracts. 8.11 We reserve ownership and copyright to the illustrations, drawings, specimens and other documents. They must not be duplicated in any form, nor made available to others, without our written approval. They must be immediately returned to us at our request or if an order is not placed. 8.12 If third-party rights are infringed when products are produced according to specimens or other details of the contractual party, then the contractual party will immediately exempt us of all claims. 8.13 If we are not awarded the order we will then be entitled to demand commensurate reimbursement for the specimen products that we have produced.
9. WARRANTY 9.1 We are not liable for the incorrect or inappropriate use of the products.
9.2 The contractual partner is obliged to immediately carefully inspect the supplied merchandise upon receipt for completeness and conformity, even if specimens or samples were previously supplied. The delivery is considered to be approved if notice of any defects is not given in writing, by telefax or E-mail within 3 workdays of arrival of the merchandise at the point of destination or, if the defect was not immediately apparent in the course of an orderly inspection, within 3 workdays of its discovery. If notice of a defect in relation to an additional delivery is not given within 3 days of receipt of the merchandise at the point of destination, then it will be considered to have been approved. Our field staff is not entitled to accept notices of defect or incorrect quantities. 9.3 In the event that a notice of defect is justified, then the contractual partner will initially only be entitled to after- fulfilment which, according to our preference, can be the delivery of products that are free of defects (against return of the objected merchandise) or by remedying the defect. In the event that after-fulfilment fails or is unreasonable for the contractual partner (§ 440 BGB – German Civil Code ) or superfluous because a. We have closingly rejected after-fulfilment; b. We cannot complete after-fulfilment within the contractually stipulated time or a stipulated grace period and the continuation of performance interest of the contractual partner is linked to on-time rendition of performance; c. When special circumstances exist which, when mutual interests are taken into account, justify immediate withdrawal (§ 323 Section 2, BGB – German Civil Code ) then the contractual partner will immediately have the right to reduce the purchase price or, according to their preference, withdraw from the contract and demand compensation in place of the service, or demand replacement of futile expenditures in conformity with cipher 10.
12. PLACE OF FULFILMENT AND JURISDICTION, APPLICABLE LAW 12.1 Place of fulfilment for all mutual obligations is the domicile of SANHA.
12.2 If the contractual partner is a businessman or a legal entity under public law in the meaning of § 29 a), Section 2 ZPO ( Code of Civil Procedure ), then the sole place of jurisdiction for all disputes is the seat of our commercial register. We are also entitled to sue the contractual partner at their legal place of jurisdiction. 12.3 The relations between us and the contractual partner are subject to German law under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Rules of International Private Law. INCOTERMS apply to the interpretation of the contract. 12.4 In the event that individual provisions should prove to be ineffective or become ineffective due to subsequent circumstances, then this will not affect the effectiveness of the remaining provisions.
Version 01/2021
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