General terms for the sales of replacement/wearing parts as well as repair ordersof Masa GmbH
Issued on 12/02/2014
§ 1 Scope
1.1 These terms apply for the sales of replacement/wearing parts as well as repair orders, unless no adverse conditions have been agreed for the relevant order between the parties and have been documented in writing.
1.2 The contracting parties agreed that Masa's "Commercial conditions" become a supplementary part of the respective contract, unless these terms specify it otherwise.
1.3 Differing, adverse or supplementary terms issued by the customer will not become part of the contract, even if Masa has notice of them. This shall also apply in case Masa provides services unconditionally but knows the adverse and/or differing terms issued by the customer.
§ 2 Prices and payment
2.1 Replacement and wearing parts with an invoice amount of less than 10,000 €: Payment to Masa within 8 days after receipt of the invoice.
2.2 Replacement and wearing parts with an invoice amount of 10,000 € and more: Payment to Masa of 50% down payment and of 50% after Masa has notified the customer that it is ready for dispatch.
2.3 Repairs and services: Payment to Masa immediately after receipt of the invoice.
2.4 General: Failure to observe the above described payment terms will incur default charges of 8% above the relevant base rate of the European Central Bank as from the 31st day after the receipt of the invoice without reminder. A discount will only be possible when it has been agreed upon in writing for the respective order. The dispatch costs are to be born by the customer.
§ 3 Time of delivery, delivery conditions
3.1 Delivery date for replacement/wearing parts as well as repairs: In accordance with individual confirmation by Masa.
3.2 Delivery terms are EXW in Germany (INCOTERMS 2010).
§ 4 Transfer of risk
4.1 EXW in Germany (INCOTERMS 2010) applies, unless agreed otherwise.
4.2 If the dispatch or the collection is delayed or does not happen as a result of circumstances for which Masa is not responsible, the risk will be transferred to the customer on the day of the notification of the readiness to deliver or for acceptance.
§ 5 Repair orders
5.1 In the event of a repair job, defective parts must only be sent to Masa upon consultation with Masa. Then, Masa will create a cost estimate with a reasonable term for the customer to accept the quotation. If the customer does not place the repair order within this time period, the defective part will be sent back to the customer at its risk and expense.
5.2 If a repair is not possible, Masa will inform the customer of this and store the irreparable part for a period of four (4) weeks calculated from the day of notification at the customer's risk. After the four week period has elapsed without any result, Masa will send the irreparable part back to the customer at the customer's risk and expense.
5.3 In the event of a defective and/or an irreparable part being sent back on the customer's request or it is disposed of by Masa, Masa will invoice the customer for a fixed amount of €100.00 plus dispatch costs. The parts will be sent back after receipt of payment. The lump sum will not be invoiced when an appropriate repair of the parts or a new part are ordered.
§ 6 Claims for defects
6.1 Warranty claims asserted by the customer require that the customer has attended its statutory duty to examine and to give notice of defects; Masa is to be notified immediately of any deficiencies detected. If the customer fails to notify Masa, the deficiency will be deemed to be approved unless it is a deficiency that could not be detected by the examination.
6.2 If replacement parts are sent to the customer before the respective warranty claim against Masa could be proven, they will be invoiced. On request, the customer has to return the defective part. After the warranty claim and the deficiency which justifies the claim have been proven, an applicable credit note will be issued.
6.3 If the warranty period of the whole plant has expired, the customer's warranty claim for a part which was received later must be proven by a relating invoice. If this proof is not submitted, repairs or replacement parts will be invoiced.
6.4 The customer's claims for damages, e.g. due to loss of production, claims for compensation for wasted expenditures and the right of depreciation or to withdraw from the contract due to a material defect are excluded. This shall not apply if Masa has fraudulently concealed the defect.
§ 7 Statute of limitations
7.1 The term of limitation for claims for defects is one year from delivery in accordance with the agreed delivery conditions.
7.2 If Masa eliminates a defect, the term of limitation for the claims for defects for the respective repair works and replacement parts shall be three (3) months; however it shall last at least until the original term of limitation for the claims for defects of the whole plant has expired.
7.3 The term of limitation for the claims for defects for replacement parts and repairs usually starts with the transfer of risk, however with receipt of the goods at the latest. The customer has to prove the date of receipt by a written document.
§ 8 Final provisions
8.1 All goods remain the property of Masa (goods subject to retention of title) until all claims from the business relation with the customer have been fulfilled, for whatever legal reason.
8.2 The law of the Federal Republic of Germany applies to these General Business Terms and any legal relationships between Masa and the customer including the UN Convention on Contracts for the International Sale of Goods, CISG.
8.3 Place of jurisdiction will be Andernach, Federal Republic of Germany. Masa is, however, entitled to take legal action at the customer's general place of jurisdiction.
8.4 If a provision of this contract is or becomes totally or partially invalid or unenforceable, the validity of the remaining provisions will remain unaffected.