The following conditions shall solely be definitive for all performances by MARO-ELEKTRONIK in Germany and abroad, including dealings in the future. Deviations hereof must be confirmed in writing by MARO-ELEKTRONIK explicitly in order to be effective. This also applies to other agreements of this contract, specifically for appropriate buyer’s conditions of purchase. In case of partial ineffectiveness, the following terms and conditions shall remain valid.
All offers are subject to change. Afterimages, indications of measurement, weight and performance are approximative. They are without obligation, unless explicitly referred to as obligatory. MARO-ELEKTRONIK reserves the owner´s rights and copyrights of estimates of costs, drawings and documents. These matters shall not be accessible to third parties.
Unless otherwise agreed to, first offers will be free of charge. Should a contract, for which drafts have been made for, not be concluded the buyer will compensate all expenses resulting of additional offers and drafts on buyer´s demand. Especially, if these drafts required great effort.
Unless a certain price has been agreed on, prices effective on the delivery date shall be charged. Should the value ratio of performance and return service change during the contract period, by increase of wages or costs of material for instance, MARO-ELEKTRONIK is enabled to increase prices adequately. In this case, the buyer has the right to withdraw from the contract within two weeks from the point of notification. Our prices are calculated ex works, excluding packing, handling, insurance, installation, et alii. Prices are strictly net for consignments to foreign countries.
Contracts shall be effective by MARO-ELEKTRONIK´s confirmation in writing or the accomplishment of the order respectively. But for the period of four weeks, the buyer is bound to his contract. Contracts shall be accepted if the buyer is worthy of credit. Thus MARO-ELEKTRONIK has the right to withdraw from the contract or has the right to ask for payment in advance, if belated circumstances occur or come to be known of, which may destabilize the buyer’s worthiness of credit.
Deliveries comply with MARO-ELEKTRONIK´s order confirmation in writing. MARO-ELEKTRONIK reserves the right of changes in construction and form within the delivery period, as far as the delivery item and its body structure are not changed basically. Possible delivery terms are approximate. The delivery term starts after sending off the order confirmation, but not before the receipt of the buyer´s documents and not before clarifying all technical details. Should there be the need of manufacturing the contract item MARO-ELEKTRONIK is entitled to send a document (drawing, specification) first for checking.
In this case, the delivery period begins after MARO-ELEKTRONIK has received the document approved and signed by the buyer. The owed performance will be effective when forwarded, respectively in case of delay in forwarding not inflicted by MARO-ELEKTRONIK, as soon as the the consignment is ready to be forwarded and this has been announced. At this point of time, the risk devolves to the buyer. Should the delivery be on call, it must be called for within a year after the date of the order confirmation. Should this not come to pass, the consignment is seen to have been called for at this point.
If MARO-ELEKTRONIK does not meet the date of delivery the buyer must grant a four-week-period of grace. The period of grace commences after MARO-ELEKTRONIK received a letter from the buyer, addressed to MARO-ELEKTRONIK, sent after MARO-ELEKTRONIK is behind schedule. After the grace period of a month, the buyer has the right of withdrawing from the contract. Claims for damage compensation and enrichment are excluded, except for intent and gross negligence. In particular, the buyer does not have the right of making covering purchases on MARO-ELEKTRONIK´s expenses.
Circumstances making production or delivery impossible or excessively immoderate, especially in cases of force majeure, official measures, operational disturbances and suchlike, also if due to MARO-ELEKTRONIK´s suppliers, shall release MARO-ELEKTRONIK from delivering for the duration of disturbances or their aftereffects.
The period of grace, mentioned in paragraph 4, shall be suspended thereby. Furthermore, MARO-ELEKTRONIK has the right to withdraw from the contract.
Dispatch shall be effected on the buyer’s account and risk. Liability for damage or loss during transport is excluded. This also applies to dispatch on account of MARO-ELEKTRONIK. Unless otherwise agreed on, MARO-ELEKTRONIK chooses the mode of dispatch. MARO-ELEKTRONIK is enabled to insure the consignment of the buyer’s account.
Installation and ready-for-use set up off the premises shall only be effected, if agreed on in writing and charged separately by MARO-ELEKTRONIK or its assignee.
Payments shall be made directly to MARO-ELEKTRONIK. Unless otherwise agreed on, payment amounts are payable within 30 days strictly net from date of invoice without particular evidence.
On exceedance of the agreed term of payment, MARO-ELEKTRONIK has the right to demand payment of default interest at a rate of 5 per cent above the asserted by the means of discount rate. For this purpose, granting a period of grace is unneeded. MARO-ELEKTRONIK reserve the right to assert payment for additional damage.
The buyer does not have the right to retain the purchase price at whole or in part nor to accumulate counterclaims due to complaints.
MARO-ELEKTRONIK has the right to withdraw from the contract of its own choice, shall a draft be protested or if the draft amount is not paid within 5 working days after protesting.
Shall payments be due, resulting from delivery as well as from installation and customer performances at the same time, incoming payments will be applied to balance installation and customer performances. Conflicting instructions of the buyer concerning payment are without effect.
MARO-ELELKTRONIK is liable for defects of delivered items such as missing warranted properties and negligent contract violations excluding extensive liability as follows.
Unless otherwise agreed on, all of these parts shall be corrected or delivered newly by MARO-ELEKTRONIK at its choice and free of charge 6 months from invoice date (at multi-shift operation of 3 months), traceable in consequence of circumstances arising before transfer or risk. Particularly for parts becoming unusable or shall their impairment of usability be hindered substantially, due to missing construction, bad materials or faulty construction. Replaced parts are MARO-ELEKTRONIK´s property. External produce, including building parts obtained from third parties, MARO-ELEKTRONIK shall only be liable for the assignment of claims allowed against the forwarder.
Claims concerning conversion or decrease are excluded. Claims for damage compensation shall be limited by the extent of the amount of the purchase price apart from intent or gross negligence and in case of external produce delivered, the amount of the purchase price which shall be paid by MARO-ELEKTRONIK for this item. Claims concerning replacement of damages not regarding delivered items themselves are excluded.
The buyer must examine the goods closely directly after receipt. Possible complaints must be reported to MARO-ELEKTRONIK within 14 days after receipt of the goods. Complaints made later can only be considered as far as these could not have been detected in their nature after examining the consignment.
In any case, it is provided that after discovering a claim MARO-ELEKTRONIK must be informed immediately in order to assert a claim. The right to claim conversion or loss resurrects provided that rectification or compensation delivery fails.
The buyer must give MARO-ELEKTRONIK an adequate time frame and opportunity to effect correction or compensation delivery. A breach against this exempts from any liability.
Shall a claim be found as justified, MARO-ELEKTRONIK will bear costs resulting from correction and compensation delivery respectively of the replacement, including dispatch within Germany. Otherwise costs will be paid by the buyer. The here stipulated scale of warranty of deliveries bound to foreign countries will only be assumed, if the defect parts are sent to MARO-ELEKTRONIK exempt of charges and carriage free, unless otherwise agreed on. Shall a claim be found as justified, conversion or exchange will be carried out at works. Anew sendings will be paid for by MARO-ELEKTRONIK.
MARO-ELEKTRONIK has the right to refuse remedy of defects if the buyer does not fulfil his obligations.
For damages resulting from the following reasons guarantee will not be taken on.
Improper or inappropriate storage or usage, faulty installation or rather start-up carried out by the buyer or a third party, wear and tear, changes or interferences, incorrect or carelessly handled, excessive strain in particular, inadequate equipment, materials of replacement, chemical, electrochemical or electric impact, as far as these are due to MARO-ELEKTRONIK´S fault. Shall the delivered item be installed or connected to machines or devices by the buyer, it can only be asserted basically before installing or connecting this item. If claims are demanded after installation or connection, the buyer must provide evidence that the reason for claim is not due to delivered parts or the faulty connection of the delivered item with these parts. Should the delivered item not bring the agreed on performance, and MARO-ELEKTRONIK has the responsibility here fore, touching up can only be made in this respect. If the delivered item does not reach the intended performance after expiration of a reasonable period of grace, the buyer has the right of withdrawal. However, MARO-ELEKTRONIK has the right to demand an extension of this period of grace and the buyer is bond to do so, if MARO-ELEKTRONIK is not able to meet the period of grace because it was not possible to obtain purchased produce within this time.
The delivered goods will remain proprietary of MARO-ELEKTRONIK until the entire purchase price is paid for, as well as payment of all earlier and future deliveries within the business connection, including all incidental claims (payments made by bills of change or by cheque until these have been redeemed to full amount). The buyer must keep the delivered goods safe gratuitous for MARO-ELEKTRONIK.
The buyer does not have the right to put the delivered goods in pawn or to assign transfer to a third party until these goods have changed into his proprietary. However, the buyer may sell these goods within a proper course of business. In this case, the buyer must assert the reservation of proprietary rights in the field towards the party the goods shall be sold to.
For security, the buyer will assign the outstanding money due to the resale to a third party to MARO-ELEKTRONIK. While the buyer meets payments towards MARO-ELEKTRONIK, the buyer may draw in these outstanding bills by invoice to MARO-ELEKTRONIK. The latter, however, has the right to demand nomination of the party to be sold to and the buyer must inform MARO-ELEKTRONIK and must give instructions to make payments to MARO-ELEKTRONIK before selling. The buyer must keep the sales profit safe and must transfer this profit within a period of one week. Possible access of a third party to delivered goods under reservation of proprietary or on assigned outstanding payments to MARO-ELEKTRONIK are not regarded as waiving of reservation of proprietary and are not regarded as withdrawal from contract. If security due to reservation of proprietary will exceed the outstanding bills by 20 per cent , MARO-ELEKTRONIK will clear fully paid delivery by its choice.
Strike of balance and cognition of balance do not affect reservation of proprietary.
Place of fulfilment is Bretzenheim for both parties, place of jurisdiction is Bad Kreuznach. Rights and duties resulting from this contract are defined by German law.