General Terms and Conditions Consumables
For business transactions with MAX DAETWYLER CORPORATION (“DAETWYLER”) involving Consumable Products, the following terms and conditions will apply unless otherwise noted within the order confirmation. Deviant contract terms of the buyer are not appli- cable, unless expressly acknowledged and agreed to in writing by DAETWYLER. It is expressly understood and agreed that in the event terms and conditions set forth in any order form, purchase request or confirmation provided by buyer add to or conflict with these terms and conditions, these terms and conditions shall prevail and govern. DAETWYLER’s acceptance of a contract to deliver product is expressly conditional on buyer’s agreement and assent to these terms and conditions.
2. Supply and Prices
All offers are subject to change without notice and are non-binding. Unless noted otherwise, all prices are ex works factory and may be subject to value-added taxes, transportation costs, packaging costs and any other applicable taxes.
3. Payment Conditions
Invoices from DAETWYLER are due net 30 days. Any delays in payment will be subject to default interest at the rate of 11⁄2% per month (18% per annum). The delivered goods shall remain the property of DAETWYLER until invoice payment in full has been received. Daetwyler is authorized to have the retention of the title officially registered. During the duration of this retention the buyer assigns its insurance claims on the object of contract to DAETWYLER.
4. Delivery Dates
DAETWYLER confirmed delivery dates will be honored. If a delivery is more than 30 days late, the buyer has the right, after written notice to DAETWYLER and a reasonable grace period, to withdraw from the contract. Other claims caused by delays in delivery are excluded.
Delivery will be ex-works factory unless otherwise specified. Transportation will be at the risk of the buyer, even if free delivery has been agreed.
DAETWYLER guarantees that the goods provided will be free of defects. A warranty period is in effect for 12 months from the time of delivery. However, the buyer is required to examine the goods immediately upon receipt. Any report of damage or non-conformances must be provided promptly in writing; otherwise the goods are noted as approved. For any reported damage or non-conformance, DAETWYLER reserves the right to (A) replace the non-conforming goods or (B) issue a refund for the purchase price, which shall be the buyer’s exclusive remedy. Claims for consequential damages caused from non-conforming goods are excluded.
7. Limitation of Liability
The warranty obligations of DAETWYLER are exclusively governed by paragraph 6. All other warranties of any kind, express or implied, including those of merchantability and fitness for a particular purpose are excluded. Further, under no circumstance is the buyer entitled to claim damages other than to the item itself, and all other damages, direct, indirect, special, incidental or consequential, are expressly excluded, including without limitation production deficiencies, production failures, loss of use and loss of income. This disclaimer does not apply to the intentional misconduct or gross negligence of DAETWYLER. DAETWYLER shall have no responsibility or liability for the actions of third parties.
Drawings, illustrations, printed material, offers and the like are not to be redistributed without the written consent of DAETWYLER. All DAETWYLER documents are available in English. Translation into other languages will be provided by request for a fee paid by the buyer.
9. Regulatory Approvals
The procurement of government permits is the exclusive responsibility of the buyer.
10. Applicable Law; Jurisdiction
The Contract shall take effect and be construed in accordance with the laws of the State of North Carolina, USA, including its provisions of the Uniform Commercial Code, but excluding its conflict of laws principles and the provisions of the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. Each party irrevocably consents to the jurisdiction of all state and federal courts sitting in Mecklenburg County, North Carolina and agrees that venue for any legal action brought in connection with the Contract shall lie exclusively in such courts.