Conditions of Trade Conditions of Trade
General Terms of Sale, Delivery and Payment of INTERPART GmbH & Co. KG
As of 10.10.2015



§ 1 Scope of Application

A contract is only entered into based on the general terms of sale, delivery and payment of INTERPART GmbH & Co. KG. Any contrary conditions of the purchaser or conditions that deviate from the sales conditions shall not be accepted unless INTERPART GmbH & Co. KG has expressly consented to them. The sales conditions of INTERPART GmbH & Co. KG shall also apply if the delivery to the purchaser is performed without complaint in spite of knowing of the contrary or deviating purchasing conditions of the purchaser. The general terms of sale, delivery and payment of INTERPART GmbH & Co. KG shall apply to future transactions with the purchaser even if they are not expressly referred to in future conclusions of contracts.


§ 2 Conclusion of a Contract and Content of the Contract

1. The sales offers of INTERPART GmbH & Co. KG shall be subject to confirmation. The purchaser shall be bound to his order for a period of 4 weeks. The contract shall be entered into by the order confirmation placed by IN-TERPART GmbH & Co. KG within this period or by any delivery directly performed after the order. Order confir-mation by web-based message and/or telefax shall satisfy written form. Oral agreements or oral changes or supplements of orders shall require express written confirmation by INTERPART GmbH & Co. KG to be legally valid. INTERPART GmbH & Co. KG shall have the right to report any deviation from the order that is reasonable for the purchaser with confirmation of the order. These deviations shall be binding upon both parties unless the purchaser objects to their content in writing within 12 days of dispatch of the order confirmation. In case of such objection, INTERPART GmbH & Co. KG shall have the right to declare rescission of the contract within another period of 12 days by sending the corresponding written declaration under exclusion of damages claims.

2. Rescheduling in the scope of an effectively entered-into order shall only be permitted by mutual consent.

3. INTERPART GmbH & Co. KG shall have the right to declare complete or partial rescission of the contract imme-diately,

- if the effects of force majeure (natural disaster, unrest, war, authority measures, transport impairment, strikes, lock-out, operational impairment) sustainably impair performance of the contract;
- if INTERPART GmbH & Co. KG is not supplied by its suppliers without being at fault for this;
- if an application for opening of insolvency proceedings regarding the purchaserīs assets or corresponding proceedings under local law is filed.


§ 3 Place of Performance

1. The place of performance shall be the seat of INTERPART GmbH & Co. KG. The delivery and shipping of the goods shall be from the delivery storage at the purchaserīs costs. This shall also include transport insurance, which shall be taken out by INTERPART GmbH & Co. KG at the purchaserīs expense. INTERPART GmbH & Co. KG shall have the right to disclose any other site to the purchaser as the agreed site of performance (delivery site). When choosing a foreign place of performance, the applicable law and jurisdiction shall still be according to the rule in §§ 14 and 15.

2. INTERPART GmbH & Co. KG shall have the right to make partial deliveries and to invoice them separately.

3. The goods shall be packed professionally by INTERPART GmbH & Co. KG at the purchaserīs expense.

4. Deliveries abroad shall additionally be subject to the rules of the Incoterms as amended from time to time (EXW).


§ 4 Delivery Time

1. Compliance with agreed deadlines for deliveries shall require timely receipt of all documents to be delivered by the purchaser, required permits and releases, and specifically plans, and complaints with the agreed payment conditions by the purchaser. If these prerequisites are not met in time, the periods shall extend appropriately unless INTERPART GmbH & Co. KG is at fault for the delay.

2. Timeliness of the delivery shall be according to the day on which the goods are transferred to the charged transport company. If acceptance does not take place in time due to the purchaserīs fault, INTERPART GmbH & Co. KG shall, at its discretion, have the right to either demand immediate payment of the purchasing price (ar-rears invoice) after setting a grace period of 10 days, or to declare rescission of the contract and to demand damages for non-performance.

3. Agreed delivery periods shall extend appropriately in case of force majeure, labour dispute measures and other operational impairment without fault, or in case of delay of the delivery of essential input material, if the duration of the impairment exceeds one week. The delivery period shall be extended by the term of the impairment, but by no more than 5 weeks plus the subsequent delivery period. INTERPART GmbH & Co. KG shall be obliged to inform the purchaser of the reason for the impairment without delay as soon as it is evident that the agreed delivery periods cannot be complied with. In case of impairment of more than 5 weeks, there is a mutual right of rescission. The purchaserīs rescission rights must be announced in writing at least 2 weeks before execution.


§ 5 Subsequent Delivery Period and Default Damage

1. After the expiration of the agreed delivery period, a subsequent delivery period of 12 days shall commence without further declaration. After the end of this subsequent delivery period, the purchaser shall have the right to set a written grace period of 4 weeks to INTERPART GmbH & Co. KG. After the end of this period, the purchaser shall have the right to declare rescission of the contract if he has threatened this when setting the grace period. If such declaration is missing when setting the grace period, INTERPART GmbH & Co. KG shall be free from the obligation to deliver after the end of this period if the purchaser does not make any statements on this within the subsequent delivery period or insists on performance of the contract.

2. No fixed transactions are made.

3. For any damage claims by the purchaser in case of default of delivery, which includes claims for reimbursement of expenses purs. to § 284 German Civil Code, INTERPART GmbH & Co. KG shall only be liable if the delivery default has been caused wilfully or grossly negligently. This limitation of liability shall not apply in case of violations of life, body or health, violation of legally binding representations and in case of malicious conduct and gross fault. Apart from this, claims for compensation in case of violation of essential contractual obligations shall be limited to the foreseeable damage typical for the contract; in case of slight negligence, they shall be limited to 50% of the foreseeable damage, unless INTERPART GmbH & Co. KG was informed of the possibility of damage beyond this when the order was placed.


§ 6 Acceptance Obligations

If the purchaser does not accept the goods, has already announced refusal of acceptance before delivery or returns delivered goods without authorisation, or if INTERPART GmbH & Co. KG has the right not to deliver purs. to § 11, INTERPART GmbH & Co. KG shall have the right to demand that the purchaser perform the contract within a period of 12 days. The purchaser shall bear any costs for storage, insurance and other protection measures resulting from delayed acceptance. INTERPART GmbH & Co. KG shall have the right to charge a flat-rate of 0.5 % of the order value per week of delay for these costs, but no more than 5 % of the order value. After the end of this period, INTERPART GmbH & Co. KG shall have the right to dispose of the goods otherwise and to charge a flat rate of 33% of the agreed purchasing price for the damage arising to it, or, according to its choice, claim the verifiably actually incurred reduced revenue. The purchaser shall have the right to prove that the actually incurred damage was lower.


§ 7 Examination for Defects

1. The purchaser shall be obliged to examine the goods without delay after receipt and to report any defects – including delivery of goods deviating from the order – within an exclusion period of 7 days after receipt of goods. Transport damage shall be subject to the conditions of the freight transaction and the ADSp and CMR. In case of concealed defects, the period shall run from the time of discovery. Field service employees of INTERPART GmbH & Co. KG shall not have the right to accept reports of complaints. After the end of the period, complaints - also via the recourse of § 478 German Civil Code – shall be excluded. The same shall apply if delivered goods have been changed by the purchaser.


§ 8 Liability for Defects

1. Claims for defects of material shall only apply in case of non-inessential defects. Commercial or small, technically unavoidable deviations of quality, sizes or weights, shall not be deemed a defect. Public statements, offers or advertising of the manufacturer shall not be deemed agreements on properties.

2. If the purchaser has documented that he has met his obligations purs. to § 377 German Commercial Code, INTERPART GmbH & Co. KG shall, at its discretion, improve or make a replacement delivery in case of justified complaints. INTERPART GmbH & Co. KG shall have the right to subsequent performance within a period of 2 months of rescission of the defective purchase object. The warranty rights of Purchaser shall be forfeited if he does not provide the goods to INTERPART GmbH & Co. KG after a complaint for defect within a period of 10 days in spite of express demand. If subsequent performance fails, the purchaser shall have the right to either declare rescission of the contract or to reduce the purchasing price, but only limited to the goods subject to complaint.

3. Complaints for defects shall not apply in case of natural wear of the purchase object or damage that results after passing of the risk due to defective or negligent treatment, excessive stress, unsuitable operating equipment or due to special outer influences that are not assumed according to the contract. If the purchaser or third parties perform any unprofessional changes or repairs, these and the resulting consequences also shall not be subject to claims for defects of material. The following further facts shall lead to exclusion of warranty and liability claims:

- Non-intended use of the purchase object
- Improper installation, commissioning and operation or servicing of the purchase object
- Non-observance of the notes in the operating instructions in terms of transport, storage, installation, commissioning, operation, servicing
- Independent constructional changes
- Effects from force majeure

If it turns out that a complaint for defects was unjustified, the Purchaser shall reimburse the resulting expenses (transport costs, examination costs, etc.).

4. There shall be no warranty claims for wear parts.

5. Claims for reimbursement of expenses of the purchaser due to expenses required for subsequent performance, specifically transport distances, labour and material costs, shall be excluded where the expenses have arisen or been increased because the object has been taken to another location than the place of handover, unless this transport corresponds to the contractual use. Improvement may also be performed by the purchaser in coordination with INTERPART GmbH & Co. KG. If the purchaser has delivered the goods on to a third party, an agreement on possible additional costs must be reached first.

6. If the delivered object has already been installed, INTERPART GmbH & Co. KG shall not be obliged to assume installation and removal costs even in case of justified complaints for defects.

7. The warranty period shall be 1 year for new goods, from the passing of risk. This period shall be an expiration period and shall also apply to the assertion of damage not arising to the object of the delivery itself, but not to any claims from tort or if INTERPART GmbH & Co. KG is accused of malice. Used and regenerated purchase objects shall only be subject to warranty if this has been individually agreed; otherwise, it shall be excluded.

8. If the purchaser has not met his payment obligations from the defective delivery towards INTERPART GmbH & Co. KG,

- INTERPART GmbH & Co. KG shall have the right to refuse subsequent performance;


§ 9 Limitation of Liability

1. Any claims of the purchaser exceeding the claims granted in § 8 shall be excluded, no matter the legal reason - including tort. INTERPART GmbH & Co. KG shall not be liable for any damage that has not arisen to the deliv-ered object directly, or for lost profit or other asset damage of the purchaser.

2. Where liability of INTERPART GmbH & Co. KG is excluded or limited, this shall also apply to the personal liability of a statutory representative, employee, worker, colleague, representative and servant of INTERPART GmbH & Co. KG.

3. The liability release purs. to items 1 and 2 shall not apply in case of violation of life, body or health, if damage has been caused wilfully or grossly negligently, if INTERPART GmbH & Co. KG has assumed any guarantee for the properties of the goods or represented the property and if INTERPART GmbH & Co. KG is at fault for malicious conduct. It shall also not apply to any claims purs. to §§ 1, 4 Product Liability Act. Where INTERPART GmbH & Co. KG has negligently violated any main obligation or essential contractual obligation, the compensation obligations shall be limited to the foreseeable damage typical for the contract; in case of slight negligence, it shall be limited to 50 % of the foreseeable damage. Item 2 shall apply in this case as well.


§ 10 Payment

1. The purchaser shall be obliged to disclose his VAT ID at conclusion of the contract.

2. The invoice shall be issued on the day of delivery or provision of the goods. Invoices shall be due and payable at once.

3. Where INTERPART GmbH & Co. KG indicates prices in foreign currencies, these shall not be influenced by changes to the official conversion rate between Euro and foreign currencies. The payment shall be made in the foreign currency at the amount invoiced. Bills of exchange or cheques are only accepted in lieu of performance.

4. In case of payments by cheque, the date of cashing in of the cheque, in case of money transfer the day of crediting to the account of GmbH & Co. KG shall be relevant.

5. Payments shall always be set off against the oldest due claim plus any default interest incurred for it.

6. The statutory VAT shall not be included in the prices of INTERPART GmbH & Co. KG. It shall be indicated sepa-rately in the invoice at the statutory amount on the day of invoicing.

7. For foreign transactions, the purchasing price shall be settled by advance payment before delivery/provision of the goods - in case of drop shipments by the supplier.


§ 11 Payment Default

1. In case of default of payment, INTERPART GmbH & Co. KG shall have the right to charge default interest at 9 percentage points above the base interest rate or a verifiable higher default damage.

2. In case of default of payment by exceeding the payment target, INTERPART GmbH & Co. KG shall be due the following further rights:

a) INTERPART GmbH & Co. KG shall have the right to refuse further deliveries from current contracts. Delivery periods for current contracts not met yet shall be interrupted without requiring separate notification retroactively to the time from default of payment and until complete payment.

b) INTERPART GmbH & Co. KG shall have the right to demand immediate payment before delivery of the goods for any pending deliveries from any current contracts in replacement of the payment target.

c) INTERPART GmbH & Co. KG may execute the rights (collateral by retention of title) agreed on in § 13 and/or declare full or partial rescission of all present contracts.

3. INTERPART GmbH & Co. KG shall have the same rights if any essential deterioration of the purchaserīs asset situation occurs (e.g. other cessation of payments, insolvency application, forced execution measures, cheque or bill of exchange protests, discontinuation of business).

4. In case of default of payment, the purchaser shall bear the costs and fees arising for INTERPART GmbH & Co. KG. In addition to this, the purchaser shall compensate for all costs that INTERPART GmbH & Co. KG incurs from charging a German or foreign lawyer, including a correspondence lawyer.


§ 12 Set-Off and Retention

The purchaser shall only be allowed to set off against undisputed or finally determined counter-claims. The same shall apply to any right of retention if the purchaser is a merchant. If this is not the case, a right of retention can only be asserted if the counter-claim is due to the same contractual relationship.


§ 13 Collateral by Retention of Title

1. Title in the goods is retained by INTERPART GmbH & Co. KG until complete payment of all claims from delivery of goods from the entire business relationship, including secondary claims, damages claims and cashing in of cheques and bills of exchange. The retention of title shall also be retained if individual claims are included in a current account and the balance is drawn and accepted.

2. The purchaser shall perform any change or processing for INTERPART GmbH & Co. KG without any obligation arising from this for INTERPART GmbH & Co. KG. For processing, use and mixing of the goods subject to reten-tion of title with any other goods that do not belong to INTERPART GmbH & Co. KG, INTERPART GmbH & Co. KG shall be due shared title in the new object at the ratio of the factor value to the other processed goods at the time of processing, use or mixture. If the purchaser acquires sole title in the new object, the contracting parties agree that the purchaser grants INTERPART GmbH & Co. KG a shared title in the new object at the ratio of the factor value of the processed, connected or mixed goods subject to retention of title and that he will keep this free of charge for INTERPART GmbH & Co. KG.

3. The purchaser shall have the right to sell the goods on in his proper course of business. However, he hereby assigns the claims with all secondary rights from further sale of the goods subject to retention of title to IN-TERPART GmbH & Co. KG. INTERPART GmbH & Co. KG accepts this assignment. The purchaser shall remain entitled to collect the assigned claims.

4. The purchaser shall not be entitled to use the goods subject to retention of title in the scope of global assignments to financing institutes or similar facilities or to otherwise pledge or provide them as collateral. In case of attachment or other third-party access, the purchaser shall inform INTERPART GmbH & Co. KG in writing without delay to enable it to assert its rights purs. to § 771 ZPO. Where the third parties are unable to reimburse INTERPART GmbH & Co. KG for the court or out-of-court costs of an action purs. to § 771 ZPO, the purchaser shall be liable for the resulting damage.

5. In case of questionable conduct of the purchaser, especially in case of default of payment, INTERPART GmbH & Co. KG shall have the right to declare rescission of the contract and to take back the purchase object. The purchaser hereby consents to this. INTERPART GmbH & Co. KG shall have the right to dispose of the purchase object after its return, and the resulting damage may be claimed purs. to the rules of § 6.

6. If the value of the collateral of INTERPART GmbH & Co. KG exceeds the actual claims by more than 20%, IN-TERPART GmbH & Co. KG shall release collateral exceeding the amount at its discretion upon the purchaserīs request.


§ 14 Applicable Law

1. Any legal transactions shall be subject to the laws of the Federal Republic of Germany. The provisions of the consistent international UN purchasing law on movable objects shall be expressly excluded.

2. Where goods are exported, INTERPART GmbH & Co. KG shall be responsible for compliance with the relevant German provisions. Observation and execution of the relevant foreign-trade provisions (e.g. import licenses, foreign exchange transfer approvals, etc.) and other laws applicable outside of the Federal Republic of Germany, including those of the destination country, shall be subject to the purchaserīs scope of responsibility.


§ 15 Place of Jurisdiction

If the purchaser is a merchant, the court locally relevant for the seat of INTERPART GmbH & Co. KG (district court (Amtsgericht) Neuwied - regional court (Landgericht) Koblenz), shall also be agreed as place of jurisdiction for claims from bills of exchange and cheques. INTERPART GmbH & Co. KG shall, however, have the right to raise an action against the purchaser at his corporate seat as well.


§ 16 Partial Invalidity and Side Agreements

1. Where individual provisions of this contract are wholly or partially invalid or lose their validity at a later time, this shall not affect the validity of the remaining provisions. This shall also apply if it turns out that there is a gap in the contract. The invalid or impractical provisions shall be replaced or the gap shall be filled by such provision that comes as close as possible to the invalid or impractical provision under economic consideration in the scope of what is legally permissible or, in case of a gap, under consideration of what the contracting parties would have wanted according to the purpose of the contract, if they had thought of this item at conclusion of the contract or at later inclusion of a provision.

2. Side agreements with persons whose representation rights for INTERPART GmbH & Co. KG are not evident from the commercial register shall be invalid unless expressly confirmed by INTERPART GmbH & Co. KG in writing.

3. Oral side agreements are not valid.







General Purchasing Conditions of company INTERPART GmbH & Co. KG
As of 10.10.2015



§ 1

The orders placed by INTERPART GmbH & Co. KG shall solely be subject to the following purchasing conditions to which the seller consents at the latest by accepting an order. They shall apply even if the seller offers or confirms the order under reference to his delivery conditions, even if they are not expressly objected to. If the seller does not consent to the purchasing conditions of INTERPART GmbH & Co. KG, he shall note this expressly in a separate letter. For this case, INTERPART GmbH & Co. KG reserves the right to withdraw an order placed without the seller having the right to derive any claims from this. The purchasing conditions of INTERPART GmbH & Co. KG shall apply to future transactions with the seller even if INTERPART GmbH & Co. KG does not expressly refer to them again.


§ 2 Conclusion of the Contract

1. The seller shall be bound to the offers made by him until the end of 3 weeks of receipt of the offer under exclusion of any withdrawal options.

2. Orders from INTERPART GmbH & Co. KG shall only be binding when placed in writing, with web-based orders and/or orders by telefax complying with written form. Oral agreements or oral changes or supplements to orders shall require express written confirmation by INTERPART GmbH & Co. KG to be legally valid.

3. The seller commits to conforming orders placed by INTERPART GmbH & Co. KG, including the delivery date confirmation, in writing again within 7 days. After unsuccessful expiration of this period, INTERPART GmbH & Co. KG shall have the right of declaring rescission of the contract.

4. INTERPART GmbH & Co. KG shall have the right to declare complete or partial rescission of the contract immediately,

- if the effects of force majeure (natural disaster, unrest, war, authority measures, transport impairment, strikes, lock-out, operational impairment) sustainably impairs execution of the contract;
- if an application for opening of insolvency proceedings regarding the sellerīs assets or corresponding proceedings under local law is filed.

5. The seller commits, where required, to procure sufficient export allocations and required export documents from the relevant authorities for the deliveries where required. The seller shall also ensure at acceptance of the order that he has the required equipment and operating aids that are needed to perform the order.


§ 3 Content of the Contract

1. The information in the order submitted in writing or web-based or by fax by INTERPART GmbH & Co. KG shall be essential for the content of the contract.

2. The seller represents that the goods to be delivered comply with the statutory provisions and relevant standards in the EU. The same shall apply regarding packaging.


§ 4 Place of Performance

The place of performance for any performance from this contract shall be the place of the trade branch of INTERPART GmbH & Co. KG. INTERPART GmbH & Co. KG shall have the right to disclose any other site to the seller as the agreed site of performance (destination). When choosing a foreign place of performance, the applicable law and jurisdiction shall still be according to the rules in §§ 14 and 15.

The risk shall pass to INTERPART GmbH & Co. KG only when the goods have been received in the performance site named in the order letter and handed over. At handover of the goods, INTERPART GmbH & Co. KG shall acquire title in them.

Unloading shall be at the risk of the unloader.

The shipping reports or delivery notes signed off by INTERPART GmbH & Co. KG shall merely be deemed confirmation of receipt without acceptance of the freeness from defect and completeness of the delivery.


§ 5 Deliveries

1. The seller shall announce timely dispatch of the goods before the date of dispatch.

2. Where INTERPART GmbH & Co. KG has not entered into any deviating agreement, over- or under-devilries shall only be deemed performance of the contract if they approved by INTERPART GmbH & Co. KG.

3. Partial deliveries shall generally not be permitted. If partial deliveries are agreed with, the seller shall inform INTERPART GmbH & Co. KG without delay web-based and/or by fax whether and if applicable when which further deliveries can be expected. This means that the seller shall inform INTERPART GmbH & Co. KG of the respective current status of contract processing, together with the delivery notices, web-based and/or by fax.

4. Delivery before the agreed time shall only be permitted with the consent of INTERPART GmbH & Co. KG.

5. For piece numbers, weights and dimensions, the values determined at incoming goods inspection by INTERPART GmbH & Co. KG shall be relevant unless proven otherwise.

6. The seller shall disclose the applicable binding customs tariff number to INTERPART GmbH & Co. KG for the respective goods type in writing. If INTERPART GmbH & Co. KG must pay a higher import customs fee than originally intended at import of goods into the Federal Republic of Germany due to incorrect or incomplete information of the seller, the seller shall compensate for the resulting damage without delay - in the form of return transfer of the difference.

7. In addition to the documents accompanying the shipment in the original, all customs documents relevant for import, such as goods invoice, supplier declaration, goods traffic certificate, etc., shall be submitted web-basedly or by fax at the latest at dispatch of the goods.


§ 6 Delivery Period and Subsequent Delivery Period

1. Agreed deadlines and periods shall be binding. The delivery period shall be complied with if the goods have been received at the site of performance (destination) designated by INTERPART GmbH & Co. KG at its expiration. Operating impairment of the seller or delivery delays of his pre-supplier shall not extend the delivery period.

2. If the seller recognises that he cannot comply with the agreed periods/deadlines, he shall report this to INTERPART GmbH & Co. KG in writing without delay under indication of reasons and the expected duration of the delays without being released from compliance with the periods/deadlines by this.

If the parties agree on new periods/deadlines when delays become apparent or default has already occurred, the new periods/deadlines shall be deemed firmly agreed and shall not affect already-resulted claims due to delayed delivery. Acceptance of goods delivered with a delay shall not constitute waiver of assertion of default damage and/or contractual penalties. At non-compliance with the agreed delivery dates or periods, INTERPART GmbH & Co. KG shall have the right to set a grace period to the seller and to announce that he will declare rescission of the contract if this period expires unsuccessfully. In this case, damages claims may be calculated concretely or abstractly. In case of abstract calculation, INTERPART GmbH & Co. KG may charge 30 % of the overall purchasing price without further proof even if the delivery object is called in partial quantities. The seller may document that a lower damage has been incurred.

3. After the expiration of a delivery period purs. to para. 1, a subsequent delivery period of 10 calendar days shall commence without further declaration. After the end of the subsequent delivery period, INTERPART GmbH & Co. KG shall have the choice of declaring rescission of the contract or insisting on performance of the contract in spite of delayed delivery.

4. In case of delivery delays that are not due to the fault of INTERPART GmbH & Co. KG, INTERPART GmbH & Co. KG shall also have the right to demand delivery of the goods by air freight or special transport, with the seller bearing the additional costs for this freight as compared to the originally agreed delivery form.

5. INTERPART GmbH & Co. KG shall have the right to assert the statutory damages for the case of delayed delivery and for non-delivery. This shall also include expenses for necessary coverage purchases.

6. INTERPART GmbH & Co. KG shall have the right to charge a default damage flat-rate at 2% of the delivery value per week, but no more than 10% of the delivery value in total, or to assert any higher default damage that may have arisen. The seller shall have the right to prove that INTERPART GmbH & Co. KG has incurred lower damage.

7. If INTERPART GmbH & Co. KG designates the delivery dates as fixed dates, immediate rescission of the contract may be declared if the delivery has not been made by this date. INTERPART GmbH & Co. KG reserves the right of demanding damages due to non-performance. If INTERPART GmbH & Co. KG still wants to insist on delivery, it must be demanded at once after the period has expired.

8. In case of delivery delays due to natural disaster, unrest, authority measures, transport impairment, strikes, lock-out, operating impairment at the sellerīs or his sub-supplierīs sites, INTERPART GmbH & Co. KG shall have the right, at its discretion,

- to demand delivery at an accordingly delayed time notwithstanding its rights according to the above paragraphs or
- declare rescission of the contract without setting a grace period if its own delivery obligations towards the purchasers require this (replacement procurement).


§ 7 Type of Shipping

1. The goods shall be delivered at the account and risk of the seller. The seller shall bear the shipping costs and packaging costs unless a different agreement has been reached with INTERPART GmbH & Co. KG from case to case.

2. The labelling, packaging and shipping of the goods shall be performed only according to the logistics rules of INTERPART GmbH & Co. KG - which must be requested if necessary. Any obligations to return the packaging shall require special agreement. Packaging lists shall be submitted to INTERPART GmbH & Co. KG before dispatch of the goods web-basedly and/or by fax.

3. The content and form of documents as basis of a letter of credit shall be coordinated with INTERPART GmbH & Co. KG before issuing.


§ 8 Examination for Defects

1. An obligation of INTERPART GmbH & Co. KG purs. to § 377 German Commercial Code to examine the entire goods without delay after delivery and to report any defects without delay shall be excluded.

INTERPART GmbH & Co. KG shall, however, commit to minimum inspection based on the delivery receipts and to inspection for transport damage. The seller commits towards INTERPART GmbH & Co. KG to perform a final inspection of the goods. If INTERPART GmbH & Co. KG finds any defects to the delivery object after further use has commenced (processing or installation), it shall have the right to report the defect from this time onwards. INTERPART GmbH & Co. KG commits to disclosing any defect without delay after it becomes recognisable.

2. The complaint shall be in time for obvious defects if received by the seller within 20 calendar days from the actual receipt of the goods at the destination.

3. The seller shall provide INTERPART GmbH & Co. KG with the collected quality data generated in his area of responsibility. The quality data are to serve mutual information and optimisation of the product quality.


§ 9 Liability for Defects of Material

1. The statutory warranty rights shall be due to INTERPART GmbH & Co. KG unreduced, even for defects that are not essential. INTERPART GmbH & Co. KG shall have the right to demand removal of the defect or defect-free redelivery. Any additional costs arising for INTERPART GmbH & Co. KG from this shall be assumed by the seller.

2. If the own delivery obligations require it, INTERPART GmbH & Co. KG shall alternatively have the following rights, under waiver of subsequent performance by the seller:

- removal of the defect at the sellerīs expense, either directly via INTERPART GmbH & Co. KG or via a third company;
- immediate rescission of the contract;
- utilisation of the defective goods at corresponding reduction of the purchasing price.

3. Reduction of the statutory warranty and expiration periods shall not be permitted. The seller shall be obliged to hold INTERPART GmbH & Co. KG harmless in case of recourse in the seller chain.

4. Exclusion or limitation of liability of the seller for damage that has not occurred to the delivered object shall not be permitted. The seller shall specifically be obliged to reimburse the damage that arises for INTERPART GmbH & Co. KG due to delay of timely defect-free delivery. This shall include the rights of INTERPART GmbH & Co. KG purs. to §§ 6 and 10.

5. The above provisions under paragraphs 1 to 4 shall also apply if the seller installs the delivered goods in a building. Supplementarily, the rules of the German Civil Code on contracts for work shall apply; acceptance shall be performed formally.


§ 10 Product Liability

1. If any claims are raised against INTERPART GmbH & Co. KG due to defect at the object of the delivery from producer or product liability or other liability situations, the seller shall indemnify INTERPART GmbH & Co. KG from the liability claims resulting from this at the first request if the cause is in the scope of control and organisation of the seller and he is liable himself in the external relationship. Any lack of fault excluding liability must be proven by the seller. Pre-suppliers of the seller shall be deemed his servants.

2. If the seller had the goods delivered to INTERPART GmbH & Co. KG produced by a third party, he hereby assigns all claims from producer liability that he has against the third party to INTERPART GmbH & Co. KG. INTERPART GmbH & Co. KG accepts this assignment; Release from own liability is not included in this assignment.

3. If any defective goods found require inspection of the entire goods delivery - also with the help of an external expert - the seller shall assume the expenses resulting from this.

4. The seller shall be obliged to reimburse all expenses that arise from or in connection with any return or recall campaign unless co- or sole fault of INTERPART GmbH & Co. KG is documented by the seller. This shall also include indirect damage such as interest loss and costs for pursuing rights. Limitation of liability shall not be permitted.

5. The seller commits to taking out a producerīs liability insurance and to document it to INTERPART GmbH & Co. KG on request.


§ 11 Property Rights

The seller shall be liable that no third-party rights are violated by delivery and use of the goods delivered by him. In case of violation of rights, the seller shall be obliged to indemnify INTERPART GmbH & Co. KG and any affiliated companies of INTERPART GmbH & Co. KG for any claims raised by third parties and to also reimburse any damage beyond this, including lost profit. If any claims of this kind are raised against INTERPART GmbH & Co. KG by a third party, the seller shall be obliged to indemnify INTERPART GmbH & Co. KG or affiliated companies of INTERPART GmbH & Co. KG for such claims a the first request, including any connected costs for pursing rights - also those of INTERPART GmbH & Co. KG. He shall not have the right to enter into any agreements or settlements with a third party without the consent of INTERPART GmbH & Co. KG.


§ 12 Retention of Title

Retention of title and extended retention of title in the goods delivered by the seller shall be excluded.


§ 13 Prices and Payments

1. The prices indicated in the order placement shall be binding. These shall be fixed prices for the duration of the contract. The VAT shall be indicated separately.

2. Where no special agreements have been made, the invoice shall be settled within 20 days of receipt and receipt of the invoice, under deduction of 3 % discount, or within 30 days without discount. The payment shall be made under the reservation of final auditing of the invoice.

3. At deliveries for which the defect-free quality according to the templates can only be evaluated after a test procedure, the payment dates specified in para. 2 shall extend by up to 45 calendar days each.

Special periods shall apply for document payment purs. to the letter of credit conditions of the credit institutions.

4. Timeliness of the payment shall be determined by the day of transfer; for payment by cheque, it shall be the day of dispatch of the cheque.

5. INTERPART GmbH & Co. KG shall have unlimited set-off and retention rights at the statutory scope. Set-off by the seller shall only be possible with undisputed or finally determined claims.

6. Assignment of claims against INTERPART GmbH & Co. KG shall only be permitted upon the written consent of INTERPART GmbH & Co. KG.

7. The invoices must include the order number, order date, delivery period, unit prices, item number, total quantity and total price. The seller shall indicate his VAT ID and/or (where required) the respective valid VAT. Invoices of domestic sellers shall be sent to INTERPART GmbH & Co. KG in a single execution, and from international sellers from countries outside of the EU in triplicate.

The seller shall be responsible for any consequences resulting from non-compliance with this obligation. In case of omission, he shall be liable towards INTERPART GmbH & Co. KG for any additional effort resulting from this. The payment dates agreed on in para. 2 shall be calculated from the new submission of a proper invoice.


§ 14 Place of Jurisdiction

The place of jurisdiction (also for claims from bills of exchange and cheques) shall be the location of the INTERPART GmbH & Co. KG trade branch. INTERPART GmbH & Co. KG shall, however, have the right to raise an action against the seller at his corporate seat as well.


§ 15 Applicable Law

The legal relationship between INTERPART GmbH & Co. KG and the seller shall be subject to the law of the Federal Republic of Germany. The provisions of the consistent UN purchasing law are expressly excluded.


§ 16 Customer Protection

The seller commits to secrecy towards third parties regarding any knowledge and information about the purchaser transaction to INTERPART GmbH & Co. KG. Violation of this obligation of secrecy shall be an important cause for termination for INTERPART GmbH & Co. KG.

The seller shall not be allowed to contact the customer of INTERPART GmbH & Co. KG. The seller commits to INTERPART GmbH & Co. KG to not directly and/or indirectly contact customers of INTERPART GmbH & Co. KG.


§ 17 Partial Invalidity and Side Agreements

1. Where individual provisions of this contract are wholly or partially invalid or lose their validity at a later time, this shall not affect the validity of the remaining provisions. This shall also apply if it turns out that there is a gap in the contract. The invalid or impractical provisions shall be replaced or the gap shall be filled by such provision as comes as close as possible to the invalid or impractical provision under economic consideration in the scope of what is legally permissible or, in case of a gap, under consideration of what the contracting parties would have wanted according to the purpose of the contract, if they had thought of this item at conclusion of the contract or at later inclusion of a provision.

2. Side agreements with persons whose representation rights for INTERPART GmbH & Co. KG are not evident from the commercial register shall be invalid unless expressly confirmed by INTERPART GmbH & Co. KG in writing.

3. Oral side agreements are not valid.

4. If a contract or if legal declarations are translated into any other language, the German version shall be relevant if there are any contradictions or doubts about interpretation.

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