This English version of the General Terms and Conditions is a free translation of the German official version.
The German General Terms and Conditions (AGB) solely are legally binding and render validity.
The following General Terms and Conditions (hereinafter GTC) of N&H Technology GmbH hereof become exclusive and binding for all business, contracts and trade with our customer including also the provision of advice, technical information and service. Following that our terms and conditions have been implemented in the business with our customer, our GTC are thus rendered as binding and valid for all further business between the customer and ourselves, unless otherwise agreed in writing. The purchase terms of our customer shall be deemed valid only upon our written consent. Failure to respond on our part to other diverging Terms and Conditions does not entail our consent. This applies also to future contracts and business. Our GTC shall remain applicable and binding, notwithstanding the stipulation of the customer that acceptance of the customer’s order constitutes unconditional recognition of the customer’s purchase terms. Upon acceptance of our order confirmation, the customer expressively acknowledges that he irrevocably waives any legal objection that derives from his purchase terms and conditions.
2. Information, Advice and Product Features
2.1 Information and advice provided on our products is derived solely from our experience so far. All data provided herewith is to be understood as average values. All product data, in particular those illustrations, drawings, information on measurements and performance found in our quotations and brochures and in other various technical specifications represent average values.
2.2 Norms, similar technical regulations, descriptions and product illustrations referred to in our quotations, brochures and advertisements do not constitute the technical properties of our products unless otherwise specifically stated in writing. In the absence of this declaration, normal non-binding product description is applicable thereof.
2.3 No technical properties are warranted without our specific agreement in writing.
3. Test products, Models and Samples
The properties of manufactured test products, models or samples only become a binding part and constituent of the contract if specifically stipulated by us in writing. The customer is not eligible to utilize or to circulate test products, models or samples unless this is absolutely necessary for the process of the order.
4. Validity of Contract ; Shipment; Acceptance
4.1 Offers and quotations are subject to change without notice and are deemed as invitations to order. A contract takes effect and is valid only upon our written confirmation of the customer’s order irrespective of ongoing business dealings. Our order confirmation determines the supply and scope of the delivery contract to the customer. If delivery is urgent, our invoice may replace the
confirmation of order.
4.2 All agreements, supplementary agreements, assurances and amendments necessitate confirmation in writing. The same shall apply to any agreement setting aside the written-form agreement.
4.3 The acceptance of procurement risk denotes the obligation to deliver but only the type of a particular product.
4.4 In the case of consignment orders and delays in the acceptance of goods on the customer’s part, we reserve the right to procure the material for the production of the whole order. Subsequent amendments received after the placement of order from the customer will not be considered unless previously specifically agreed in writing.
4.5 The customer is obliged to notify us in writing and in sufficient time prior to the conclusion of the contract if any specific product
requirements are requested.
4.6 We retain the right to execute and deliver an order with plus or minus 5% of the ordered quantity or of the ordered weight.
4.7 In the event, delivery or acceptance of delivery is delayed through fault of the customer, we reserve the right to set the customer a deadline period of 14 days. Failure of the customer to meet this 14-day deadline, gives us the undisputable right to demand immediate payment for the goods or to withdraw from the contract. We retain also the right to refuse performance and request damages other than the due payment for the goods. The deadline must be in written form. The reaffirmation of our rights under this clause will not be necessary. In the event of claim for compensation, the amount will be no less than 25% of the net selling price. We reserve the right to claim an alternative equitable sum of compensation.
5.1 Obligatory delivery periods and deadlines must be expressively agreed as “binding” by ourselves in writing. Delivery dates and periods defined as “about, circa or approximately are not binding. Nevertheless every effort is made to meet non-obligatory delivery dates.
5.2 The period of delivery commences on the date on which our order confirmation is received by the customer but not before the order, and the execution hereof, in all its particulars have been clarified and the customer has also met his obligations and/or we are in receipt of all the customer’s order specifications, and also not before the receipt of any agreed down payment. The same will apply to delivery dates. In the event that any amendments to the order are received from the customer after the customer has placed order, the delivery period begins anew upon with the issue of a revised order confirmation from us confirming these amendments and a new delivery date.
5.3 Deliveries executed before the delivery date are permissible. The delivery date is the day on which the products are announced ready for shipment or the day on which the products are dispatched. We reserve the right to partial shipment. The annulment of the customer’s contractual obligations is valid only in the event we fail to deliver more than substantial part of the delivery or a delivery has been considerably delayed.
5.4 If in default with delivery, the customer must set us a reasonable deadline by which we should deliver the goods. Failure to meet the deadline, the customer may assert his rights in accordance with the German Civil Code (BGB) Para. 280, 281, 284, 286, 323 unless otherwise specified. Entitlement to damages as a result of non-fulfilment of contract – for whatever reason –
are regulated only under clause 11 of the GTC hereof.
5.5 Failure to meet delivery obligations within the delivery date or period defined in the contract and thus not to fulfil the contract on our part shall entitle the customer to cancel the order but only if this is specifically stipulated in writing that his contractual performance is bound to the timeliness of delivery performance.
5.6 There is no default of contractual performance on our part as long as the customer fails to fulfil his contractual obligations from other or previous orders.
5.7 Insofar the customer can credibly establish that he has incurred damages through a delay in delivery, he will be entitled to claim a contractual penalty for a maximum of 0.5% for each complete week of delay but not exceeding the total of 5% of the net selling price of those delayed parts which as a result of the delayed delivery could not be put to their intended use.
5.8 In no event shall N&H Technology be liable for claims for damages received from customers either due to delay in delivery or for damages in lieu of fulfilment of contractual performance where the claim amount exceed limits as stipulated under clause 5.7. Claims exceeding limits defined under clause 5.7 for damages as a result of failure to meet deadlines are also excluded. However, this will not apply, in the event of claims are a result of deliberate intent, acts of gross negligence to cause bodily harm, to health and life, for which we are compulsory liable. In this case, the customer may cancel the order in accordance within his statutory rights but only if we bear full responsibility and this is proven. The statutory provisions shall not constitute a change of the burden of proof.
5.9 If delivery is to be delayed upon request of the customer by more than a month after our shipping notification, we reserve the right to bill the customer with storage costs for the amount of 0,5% of the net selling price, not exceeding, however, a total of 5% of the net selling price of those products stored in our warehouse for every month and part thereof. The contractual parties are not obliged to prove higher or lower storage costs.
6. Force Majeure and other Hindrances
6.1 If delivery of products is delayed, default of performance arises, or the contents thereof are false, for which we can not be made responsible and/or for which our sub-supplier bears responsibility; or if delivery is cancelled or delayed as a result of Force Majeure, we shall inform our customers in writing promptly. In this case, so long as we have fulfilled our obligation to notify the customer and/or on the condition we have not accepted to bear procurement risks in writing, we reserve the right to either delay delivery for the length of the period of hindrance and Force Majeure or to cancel the order in whole or in part. Force Majeure includes strike, lock-outs, official intervention, raw materials and energy shortage, transport restrictions without fault, production hindrances without fault, e.g. through fire, water, damage to machinery or any other diverse hindrances and natural disasters, as seen objectively, which have not been caused by culpability on our part.
6.2 If we fail to meet an agreed obligatory delivery date or an agreed period of delivery specifically declared in the contract due to reasons defined in clause 6.1, the customer shall be entitled to withdraw from the contract providing also that we have failed to meet a fair and considerable delivery deadline succeeding such hindrances as described under 6.1.
6.3 The customer must inform N&H Technology immediately in writing upon expiration of the deadline date of his intention to exercise his right to withdraw from the contract. Failure to comply with this procedure, cancellation of the contract on the customer’s part shall be rendered invalid.
7. Delivery and Transfer of Risk
7.1 As long as no other written deviational agreement has been agreed, delivery will be shipped through us uninsured and at the risk and cost of the customer. We reserve the right to choose the route and means of transport.
7.2 All risks of loss of and damages to the goods to be delivered will be transferred upon delivery of the goods to the customer, the freight carrier, the forwarder or other persons designated to procure the performance of transport of the goods but latest upon departure of the goods from our factory, warehouse, airport or seaport or the premises of the customer.
7.3 In the event that we have reserved our rights to refuse performance and to exercise our rights of retention by thus postponing delivery of the goods due either to delayed or partially delayed payment by the customer or through default in acceptance of the good by the customer or through any other fault of the customer, the transfer of risk will begin and take effect as from the date of the written notification informing that the goods are ready for delivery.
8. Claims, Warranty and Breach of Duty
8.1 In the event of visible defects the customer is obliged to submit a written notification of claim to us without delay, latest 12 days after receipt of delivery or, in the case of hidden defects, latest in accordance with the warranty period under clause 8.6. The customer will also register his reproof with the forwarder immediately after delivery of the defective goods. All claims will contain a written description of the defects and shortcomings of the delivered goods. Failure of the customer to comply with the aforementioned notification periods and the correct written form will render the claim invalid. If damages, shortage and insufficient delivery weight are detected during the compulsory inspection of the goods upon arrival, the customer is to undertake immediately to inform the forwarder of the deficiency, at which the forwarder must issue a confirmation in writing. Failure to comply with these procedures or to notify the forwarder immediately will also render any claim invalid.
8.2 In the event of other breaches of contract the customer should notify N&H Technology in writing and set a deadline by which remedial action must be taken on our side before he validates further rights to claim against breach of contract.
8.3 In the case of deficiency, N&H Technology reserves the right to choose the appropriate method to rectify – either to rectify the error or repair free of charge, whereby at least 2 supplementary corrective performances will be allowed, or by replacement delivery. This will not apply in the event of regress of delivery in accordance with the German Civil Code (BGB) Para. 478, 479. Any deficiency caused through action of the customer and any claim which can be proven to be unmerited, will be rectified by us by order and for account of the customer.
8.4 In the event of a claim, the customer may only withhold payment for the amount which is appropriate to and that which commensurates with the degree and amount of product deficiency. If the claim shall be found to be unmerited, we reserve the right to demand compensation from the customer for all costs incurred.
8.5 Breach of duty or contract that is not exclusively related to or is a direct result of our work performance shall render any claim received from the customer and/or the right to withdrawal from the contract by the customer invalid.
8.6 We shall provide warranty for verifiable material, production or construction defects for a period of 24 months calculated from as from the begin of the statutory limitation period unless otherwise expressly agreed in writing and also providing there is no claim which is subject to § 478 of the German Civil Code (BGB – Right of Regress)
8.7 The afore-mentioned statutory period of limitation applies also to concurrent claims resulting from non-permissible actions and also to any other claims for consequential damage arising from quality defects.
8.8 Further claims from the customer due to or in connection with defects or consequential damage caused by quality defects, irrespective of reason, shall render valid so long as these comply with stipulations of clause 11 (Exclusion and Limitation of liability) and only if these are not claims for damages resulting from a warranty by which the customer safeguards itself against the risk of possible consequential damages caused by defects.
8.9 Warranty and also any resulting liability shall be excluded herewith, if defects and damages arising from defects can not be proven directly and exclusively to be the result of material defect, defective construction or faulty design or defective assembly through N&H Technology. In particular, N&H Technology does not warrant and is not liable for defects resulting from defective workmanship (especially where assembly was not in compliance with recognized technology standards and/or with assembly instructions). Defects deriving from normal wear and tear, excessive usage, unsuitable operation and any abnormal physical and chemical influences which exceed the designated average values are also excluded from warranty. Also in the event of deviation from the regular or agreed property or condition or serviceability, the claim is rendered invalid.
8.10 Claims are also rendered void in the case of non-reproductive software errors. This shall not affect our liability under clause 11 (Exclusion and Limitation of liability).
8.11 The customer can not refuse acceptance of deliveries or goods because of insubstantial and slight defects.
8.12 Claims for additional incurring expenses as a result of supplementary performance to remedy defects, in particular for increased transport, freight, labour and material costs are rendered void especially in the case of deliverance of goods to another location otherwise specified in the contract or to another delivery place other than the location of the customer. This will not apply in the event of regress of delivery under the provisions of §§ 478, 479 of the German Civil Code (BGB). Rights of recourse against N&H Technology from the customer in the event that the goods are resold to a buyer will be recognised only on condition that the customer and his buyer have not agreed to conditions which exceed provisions under statutory laws which govern claims for damages, defects and compensation.
8.13 Acknowledgment of claims for material defects requires that all submitted claims must be in written form.
9. Prices; Terms of Payment; Plea of Uncertainty – § 321 of German Civil Code [BGB]
9.1 All prices are in Euro, except where it is otherwise agreed in writing. Delivery excludes packing and freight costs and surcharges for
any minimum order for ex-work deliveries (ex-warehouse, airport or seaport or company) and is subject to the statutory value added
tax (VAT). Other delivery terms must be expressively agreed in writing.
9.2 Deliveries performed that do not belong to the agreed scope of delivery and in the absence of any other written agreement will be billed to the customer in accordance with our current valid price lists.
9.3 We reserve the right to increase prices appropriately in accordance with Para. 315 of German Civil Code (BGB) in the event of an increase in material procurement costs, labour costs and associated expenses, including also increases in energy costs and costs due to environmental regulations when there are more than two months between the date of the conclusion of contract and the delivery date.
9.4 Our invoices are payable immediately without any deduction or use of discount, irrespective of the date of the goods received by the customer. We also reserve the right to demand payment on delivery of goods. If a discount has been agreed in writing, then this is calculated from the net price. The customer shall be entitled to deduct discount only if all previous and existing invoices older than 30 days have been paid by the customer and which arise from business with us. Discount deductions are not acceptable when payment is by bill of exchange.
9.5 The customer is in default of payment if payment is not received within 10 days of goods delivered to irrespective of the issue of a payment reminder.
9.6 In the event the customer is in default in payment, we reserve the right to bill the customer with an interest rate of 8% above the basic bank interest rates which shall be payable as from the date of occurrence in default. The date of payment is the date on which the money is received by us or credited to our bank account. We also reserve the right to enforce a higher claim for additional loss as a result of payment default. In addition, as a result of default of payment, payment of all other bills will be immediately payable.
9.7 If payment terms can not be met, or if circumstances be known or evidence is available or as a result of compulsory and professional judgement we have reason to doubt the credit-worthiness of the customer, and even if these facts were unknown to us or should have been known to us upon conclusion of the contract, we reserve the right in accordance with §§ 321 of the German Civil Code (BGB), irrespective of any of our further legal rights, to discontinue the process of ongoing orders, to suspend all deliveries, and to demand either advance payment or reasonable security for payment for all outstanding deliveries, and we may also assert our right, in the event of the inability of the customer to fulfil these security measures within an adequate deadline – notwithstanding any further legal rights – to withdraw from the contract completely. The customer is under obligation herewith to reimburse us for all incurring damages as a result of non-fulfilment of the contract.
9.8 If payments are deferred and paid later than the agreed date, the customer will be billed with interest calculated at the rate of 8% over the basic bank interest rates valid as from the date of the Payment Deferral Agreement, agreed in writing, for the period of deferral, irrespective of notification to the customer regarding payment default.
9.9 The customer may exercise his right of retention or his right to offset/compensate against our claim for payment only when this is undisputed or has been declared legally binding by the Courts of Law, unless however, the counter-claim is due to substantial infringement of contract on our part. The customer may only assert his right to retention when this counter-claim in all its entity relates directly to the same contract.
9.10 Bills of Exchange are only accepted as an exception confirmed by written agreement and only on the basis of payment performance of the debtor. The customer bears discount charges calculated as from the due date of the invoice until the expiration date of the bill of exchange and including all other charges for bills of exchange. Interest and bank discounting and collection charges will also be borne by the customer. The payment date is the date of encashment of a cheque and the date on which a bill of exchange is discharged. In the event of refusal by our bank to accept the discounting of a bill of exchange, and also, if there reason of doubt that discounting during the duration period of the bill of exchange will fail, we reserve the right to demand immediate cash payment upon return of the bill of exchange.
10. Retention of Title and Proprietary Rights
10.1 We retain the right of sole and absolute ownership to all delivered machinery and merchandise as goods subject to retention of title (ROT) until complete payment of all outstanding amounts receivable arising from the business with the customer, and also from those outstanding amounts due from business contracts concluded at a later date, have been received. Outstanding amounts include also credit balances in our favour drawn from single or more outstanding amounts and which are listed in current account invoices.
10.2 The customer is under obligation to maintain the goods to which we retain title ROT as aforesaid in a satisfactory condition and to adequately insure these, especially against fire and theft. Entitlements to insurance benefits arising from the insurance claim for those goods subject to retention of title will be transferred herewith to us in the full amount of the value of these goods.
10.3 The customer may assert his right to sell the delivered goods as in the usual business manner. It is not however, permitted to concede to any other provisions which may affect our right of ownership to the goods. In particular, the disposition, the pledging of goods under retention of title or the pledge of these commodities as collateral/security is strictly prohibited. Furthermore, the customer is obliged to sell his goods only under retention of title to his purchaser when the goods are not immediately payable by his customer. The right to resale, to treat or process the goods subject to retention of title are annulled, without any further reason, in the event the customer has suspended payment or is in default of payment or has paid the goods only in part thereof.
10.4 The customers assigns herewith to us all rights and entitlements to receivables including security and ancillary rights due from his buyer or other third party and which arise from or are a consequence of the resale of goods subject to retention of title and thus for which we retain ownership. Any agreements between the customer and his buyer which infringe or annul our rights and which undo the afore-mentioned rights to entitlements and receivables to us are rendered void. In the event, goods are resold under the retention of title together with other additional items to the customer’s purchaser and these goods not be explicitly itemized in the bill to the customer’s buyer, we deem rights to entitlements and receivables from the customer’s purchaser as already assigned to us and namely for the agreed delivery price of the goods between our customer and ourselves.
10.5 The customer is entitled to collect receivables assigned to us until revocation of this right on our part, this being at any time possible and permissible. The customer is under obligation to provide us with any information and documentation necessary for the collection of entitlements and receivables assigned to us. He must also, if we have not done so, inform his buyer that these entitlements and receivables have been assigned to us.
10.6 In the event that entitlements and receivables assigned to us by the customer arise from resold goods that have already been incorporated into the current account with his buyer, the customer will assign the entitlement for that same amount due to him from the ensuing recognized closing balance of these accounts to us.
10.7 The customer is under obligation to notify us immediately, if he has assigned any rights to entitlements and receivables due to us from the resale of goods delivered or to be delivered from us to a third party, either through non-recourse or recourse factoring, or if he has entered into any other agreements which could infringe or limit current or future liens or our rights to retention under clause 10. Should the factoring arrangement be an exclusive del-credere i.e. factoring with recourse, we reserve the right to withdraw from the contract and to demand the return of the delivered goods. The same applies to non-recourse full-factoring, in which the customer can not regulate the amount of the price in the factoring contract with the factor.
10.8 In the event of breach of contract by the customer, in particular default of payment, the customer is obliged to return and deliver all delivered goods under retention of title to us at his expense and without the necessity on our part to withdraw from the contract. The customer is under obligation to grant immediate access to the goods as far as he is responsible for a substantial breach of duty. In order to assess the amount of goods delivered, we are entitled to enter the premises of the customer any time during normal business hours. The return of the goods to us sold under retention of title does not constitute cancellation of the contract unless we have explicitly cancelled the contract in writing or if such is required by mandatory provisions of law. The customer is obliged to inform us immediately in writing in the case of third party access to or seizure of goods under retention of title or where receivables thereof have been assigned to us.
10.9 If the value of provisions by means of securities at our disposal exceeds our claims for receivables against the customer by more than 10%, we are obliged to release these collaterals of our choice upon request of the customer.
10.10 Goods delivered under retention of title shall be processed for us as the manufacturer in accordance with the terms of the German Civil Code (BGB), Para. 950 without any obligations on our part. If these goods are processed or combined or inseparably joined with other items, not supplied by us or belonging to us, to form a new product, we retain the right to ownership of this new product in the ratio of the invoice value of our sold goods to the invoice values of the other material. If our goods are to be fully amalgamated with other movable items to produce a new integral and main product, the customer will transfer in advance joint ownership rights to us in the same proportion of our delivered good is part of the new product. The customer upholds our propriety rights and joint ownership to the new products without charge. The joint ownership rights resulting thereof shall be deemed as titled ownership to these goods. The customer is bound at any time upon our request to provide us with information in order to pursue our ownership or co- ownership rights.
11. Exclusion and Limitation of Liability
11.1 In particular, we assume no liability for any claims for damages and reimbursement directed against us from our customers resulting from breach of duty arising from contractual obligation or unauthorised handling, irrespective of the legal basis. The aforesaid exclusion and limitation of liability shall not apply where liability is regulated by statutory law. The itemized following will also will render any exclusion and limitation of liability void:
– In the case of breach of duty with wilful intent or gross negligence on our part or through our legal representatives or employed persons
– Violation of substantial contractual obligation and major breach of contract
– In case of breach of other obligations under Para. 241.2 of the German Civil Code (BGB) the customer can no longer reasonably expect us to fulfil our contractual obligations
– Through gross negligence and with wilful intent to cause loss of life, bodily harm or injury to health on our part or through our legal representatives or employed persons
– Or we have expressively agreed to guarantee the quality or successful performance of the goods or we have assumed a procurement risk or where we are liable for claims in accordance with the German Product Liability Act.
11.2 In the event of liability due to slight negligence and minor breach of contract, liability without fault, and in particular in the case of initial lack of clarity, obscurity and defect of title, we shall assume only liability for typical foreseeable damage.
11.3 We hold liability as a result of acceptance of procurement risk and guarantee thereof solely by virtue of prior written confirmation on our part.
11.4 N&H Technology shall not be held liable for any indirect and consequential damage unless as substantial breach of contract can be proven and damages are directly attributable to wilful or gross negligent breach of obligations through ourselves, our manager executives and employees.
11.5 Liability is limited to the scope of coverage defined in our company’s Comprehensive General Liability Insurance, for personal injuries, material damages, and property damages and for extended Product Liability unless otherwise enforced through statutory law. We shall assume liability to pay compensation to the full extent of the aforesaid sums assured so long as the insurer is not exempted from payment of this amount as in the case of breach of insurance contract or where the compensation sum exceeds the maximum annual coverage. A copy of the General Liability insurance policy is available upon request.
11.6 Any further liability shall be excluded hereby.
11.7 The exemptions or limitations of liability pursuant to the aforementioned clauses 11.1 to 11.6 shall apply to the same extent to the management and non-management employees of N&H Technology, our legal representatives, affiliates, agents, subcontractors, affiliated companies and subsidiaries.
11.8 All claims, irrespective of cause and forever what reason, directly or indirectly arising from this contract, shall be subjected to a limitation period of one year from the beginning of the statutory limitation period. N&H Technology assumes no liability for claims received after this limitation period of one year has expired.
11.9 The aforementioned provisions do not apply to and furthermore have no effect on the reversal of the burden of proof.
12. Place of Performance and Jurisdiction, Applicable Law
12.1 The Place of performance for all contractual obligations and liabilities is the principle place and registered office of N&H Technology in Germany. The exclusive place of jurisdiction for all disputes arising is that court which has the local and material jurisdiction for the principle place and registered office of N&H Technology GmbH. We retain the right, however, to initiate legal proceedings at the place of jurisdiction of our customer.
12.2 All legal relations, disputes and controversies arising between ourselves and customers and shall be governed by, and construed in accordance with the laws of the Federal Republic of Germany.
13. Intellectual and Industrial Property Rights, Copyrights
13.1 Unless otherwise agreed in writing, we are obliged only to deliver products or provide services in the Federal Republic of Germany which are exempt from third-party Intellectual and Industrial property rights and copyrights, hereafter collectively referred to as Property Rights. Insofar as a third party asserts justified claims against us as a result of infringement of property rights through deliveries provided by us, any liability towards the customer shall be as follows:
13.2 We reserve the right, at our cost, either to acquire Property Rights for the respective delivery or to modify the shipment in such a way that Property Rights are not infringed and also to replace the delivery. If in the event, these aforesaid options are not feasible under reasonable conditions, the customer may assert his legal rights to either withdraw from the contract or to request reduction in price. We are not obliged to recompense the customer for futile or wasted expenses incurred.
13.3 Liability our part to compensate for damages or losses incurred is governed by clause 11 of the GTC.
13.4 The aforesaid liabilities shall only apply to us in the event that the customer has immediately informed us in writing of the assertion of third party claims and that he has not and will not concede the existence of an infringement of Property Rights and also that the customer leaves all protective measures and settlement negotiations to our discretion. If the Customer ceases to use the deliveries, products thereof or services by reason of mitigation of damages or for any other causes, the customer shall be obliged to notify the third party immediately that such cessation of use does not constitute an acknowledgement of an infringement of Property Rights.
13.5 In the event the customer is responsible for the infringement of Property Rights, all claims from the customer shall be rendered void.
13.6 In no event shall N&H Technology be liable for infringement of Property Rights that arise from specific instructions or requirements from the customer or which incur through an application unforeseeable for N&H Technology. Furthermore, N&H is not liable for infringement of Property Rights as a result of modification of the product by the customer or where the product delivered is used or assembled in conjunction with products not delivered by us.
13.7 In the event that other title defects should arise, these shall be governed by the stipulations under clause 8 of the GTC.
13.8 Further claims and/or those claims from customers made to N&H not specifically set forth in clauses 13 and 8 herein and their corresponding sub-clauses of the GTC shall rendered invalid herewith due to defect of title.
14. Electronic business transactions
14.1 Obligations pursuant to § 312e I of the German Civil Code (BGB) shall be waived.
15. Insolvency and Composition Proceedings; Suspension of payment
15.1 In the event the customer has filed for Insolvency and Composition Proceedings or these have commenced or in the case of suspension of payment to us not mutually agreed and not based on any rights to retain performance of contract, we reserve the right to withdraw from the contract at any time without notification or to demand advance payment prior to delivery of goods. If the goods have been delivered, we shall be entitled to immediate payment of the goods. Also, as a result of the aforementioned reasons, we retain the right to demand immediate return of the delivered goods and to keep these until full payment of this shipment has been received.
15.2 Furthermore, the provisions under clause 15.1. of the GTC will also apply if, in the event, we have accepted payment by either cheque or bill of exchange and the issuer or the drawee has either filed for or commenced Insolvency and Composition Proceedings, but at the same time has ceased payment.
16. Severability Clause
Should one or more provisions in the GTC be or become void or unenforceable, the validity of the other provisions of the GTC shall be in no way affected. In such case the void and unenforceable provision will be replaced by a relative provision which come closest to the meaning of the original invalid provision.
In compliance with the regulations of the Federal Data Protection Act, we inform our customer that our business and contractual administration is assisted by electronic data processing and for this reason exclusively customer data is stored.
This English version of the General Terms and Conditions is a free translation of the German official version. The German General Terms and Conditions (AGB) solely are legally binding and render validity.