General Export Terms and Conditions of Sale and Warranty
Company: PLANETA-Hebetechnik GmbH & PLANETA-Lifting Ltd.
In these Conditions “the Company“ or the “Seller” means the Company upon whose document these Conditions are endorsed.
- The (online) Terms and Conditions set forth below together with those appearing on the face of this Quotation (the “Order”) constitute the complete and exclusive agreement between the “Seller” and the Buyer pertaining to the goods and/or services identified in this Order (collectively, the “Products”). By purchasing from PLANETA-Hebetechnik GmbH or PLANETA-Lifting Ltd., Buyer agrees to these online Terms and Conditions and understands they are bound by them. The sale of Products by the Seller or his legal authorized representative shall be subject to the following provisions. Terms and Conditions of Buyer that are additional to or contradictory to Seller’s General Terms and Conditions for Sales Contracts (“Seller’s General Terms and Conditions”) shall in no event apply or deem to apply by accepting payments, unless Seller has explicitly agreed thereto in writing.
- Acceptance of delivery of the goods shall where no prior agreement has been reached be conclusive evidence of acceptance of these Conditions.
- Seller’s electronic transmission of this Order shall have the same legal force and effect as Seller’s manual execution of this Order, and Buyer’s electronic acknowledgement of this Order, through e-mail response or other means manifesting acknowledgement of acceptance of the Order, shall have the same legal force and effect as Buyer’s manual execution of this Order. If there is a discrepancy or conflict between any exhibit or supplement to this Order and these Terms and Conditions, these Terms and Conditions shall control. This Order is intended by Seller and Buyer to be the complete, exclusive, and final statement of their agreement and Seller’s acceptance of the Order is expressly conditioned on Buyer’s acceptance of these Terms and Conditions, and no action by Seller shall be construed as acceptance of any additional or different Terms in any purchase order, acknowledgement, confirmation or other document. Buyer, upon placing the Order, is presumed to have accepted these Terms and Conditions without modification. Any changes to this Order must be in writing and signed by Seller and Buyer. Without limiting the foregoing, Seller expressly objects to all contradictory Terms and Conditions specified in any other acknowledgement, purchase order, confirmation or other document pertaining to the Products, including without limitation those Terms and Conditions regarding warranty and indemnity. Seller presumes that Buyer possesses sufficient knowledge regarding the Products or Buyer has retained personnel with sufficient knowledge regarding the Products in order to order the appropriate items to meet Buyer’s needs and subsequently install the Products.
- Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn or altered by the Company within such period at any time without notice.
- Goods sold from stock are offered subject to the same being unsold upon receipt of the order.
- The goods are supplied to specifications (including dimensions, weights, analyses and properties) stated expressly in the Contract or only where none is specified, to the specification published by the Company or where none is published to any relevant German or European Standards specification or code of practice (see under item 3).
- Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
- The Buyer shall not be entitled to retain any more money due to the Company under a contract unless previously agreed in writing by the Company’s authorized representative.
3. Product Information
Any information relating to the Product and its use, such as weights, dimensions, capacities, prices, colors and other data contained in catalogues, prospectuses, circulars, advertisements, illustrations, price-lists etc. of Seller, shall not take effect as Terms of the sales contract (“Contract”) unless expressly referred to in the Contract.
Unless otherwise explicitly agreed in writing, Buyer does not acquire any property rights in software, drawings, technical information, etc. which have been made available to him. Seller also remains the exclusive owner of any intellectual or industrial property rights relating to the Product.
Delivery to and possession by Buyer of drawings and technical specifications furnished by Seller in connection with the delivery of the Product does not convey any permission to Buyer to manufacture the Product or to disclose the technical specifications, manuals and the like to any third party for any other purpose without the prior written consent of Seller.
Literature, Illustrations, weights, measures, performance capabilities, application suitability information and other data set out in the sales literature of the Company are statements of opinion and are provided for information only.
Unless otherwise specified in writing executed by both parties, all shipments are F.O.B. place of manufacture, and Buyer shall pay all costs related to shipping and packaging. The risk of loss to the Products (including destruction or damage thereto) passes to Buyer upon shipment. Shipping dates on the Order are estimates only, and shipment shall be based in part upon prompt receipt of all information necessary for Order processing from Buyer to Seller. Unless otherwise explicitly agreed or requested like down payments, net payment in full on all invoices shall be due 30 (thirty) days after the date of invoice and any unpaid balance shall bear interest for delay of 8 (eight) percent p. a. above the Three Months Libor thereafter without any reminder requirement. In case of delayed payment Seller shall be entitled to withhold the delivery of Products until the delayed amount including any interest has been completely paid by Buyer. The Buyer shall nevertheless be bound to accept the goods ordered whether available on or after the date stated. The Company shall not be liable in any way in respect of late dispatch or delivery however caused nor shall failure to dispatch be deemed to be a breach of the Contract. Where drawings, specifications, instructions and materials are to be supplied by the Buyer, the Buyer shall supply the same in reasonable time to enable the Company to dispatch within the period named.
The Company may, at its discretion, make installment deliveries and each delivery shall constitute a separate order for the purpose of payment.
Buyer will be responsible for the cost of any packaging requirements, including, without limitation, waterproofing and special packaging for international shipments or returnable containers. If by the Terms of sale credit is extended to Buyer, Seller reserves the right to revoke such credit if Seller determines in its sole discretion that Buyer no longer meets Seller’s credit standards, and Seller may demand payment prior to the commencement of any further shipment. In addition to the purchase price, Buyer will pay any federal, state and local sales, excise, privilege, use or other taxes and/or duties arising from the sale or delivery of the Products or the use thereof, or, in the case of sales tax, provide Seller with an appropriate exemption certificate. Seller may set off any amount due Buyer, whether or not under any Order, pursuant to these Terms and Conditions, against any amount sufficient to protect Seller from all claims, losses, damages and expenses arising from Buyer’s breach of Orders or other acts or omissions.
Buyer shall not withhold any due payments by reasons of any counter-claims not recognized by Seller, nor shall Buyer set-off any such counter-claims against any payments due.
Buyer shall at its sole expense obtain any and all import licenses and governmental approvals that may be necessary to permit the sale by the Seller and the purchase by the Buyer of the Product, and to comply with all applicable registration requirements in all countries or jurisdictions where Buyer sells the Product or that otherwise affect the ordering, export, shipment, import, sale (including government procurement), delivery or redelivery of the Product. This shall not affect Seller’s obligations under the respective INCOTERM agreed upon.
The quoted/agreed delivery date is subject to unavoidable delays and Seller shall not incur any liability for delay in delivery if caused by an event beyond Seller’s reasonable control, including but not limited to strikes, fire, accidents, explosions, acts of God, acts of governmental authorities, war or warlike operations, threats of terrorism or strikes of terrorists, lockouts, floods, breakdown of essential machinery, accidents, embargoes, cargo or material shortages, delays in transportation or inability to obtain labor, material or parts from usual sources.
Seller has the right to change material or manufacturing processes, designs, drawings or specifications at any time without prior notification to Buyer. If Buyer changes an Order or forecast within four (4) weeks of Seller’s estimated delivery date, Seller may charge Buyer a restocking or Expedite fee at Seller’s discretion.
With regard to the term of delivery the product is deemed to be delivered when it is ready for testing, if testing in the premises of the Seller has been agreed upon, and in other cases when it is ready for shipment, all this after the Buyer has been given notice in writing and without prejudice to the obligation of the Buyer to fulfill possible installation obligations.
Seller reserves the right to reduce quantities and amend the delivery schedule to such quantities as Seller may determine, in the event that Seller does not receive the required quantities of material from its sources of supply for any cause beyond its reasonable control. Seller also reserves the right to allocate and reduce quantities and to amend the delivery schedule to such quantities as Seller may determine in the event Seller is unable to meet the demands of all of its customers, including Buyer.
If Buyer is not satisfied with the quantities so reduced and/or the delivery schedule so amended, Buyer’s sole and exclusive remedy shall be to terminate the Contract in respect of such part of the Product, which has not been delivered, and may claim refund of payments already made therefore, by giving Seller written notice of termination within 5 (five) calendar days after receipt of notice from Seller of such reduction of quantities and/or amendment of the delivery schedule.
6. Damage or loss in transit
No claim for damage or corrosion in transit or shortage of delivery of goods will be entertained unless a separate notice in writing is given to the Company and/or the carrier concerned within three days of receipt of the goods followed by a complete claim in writing to the Company within five days of receipt of the goods.
7. Non delivery
No claim for loss or non-delivery of goods will be entertained unless a claim in writing is received by the Company within seven days of the invoice date.
The Company reserves the right to charge for storage and/or any other costs incurred in the event of deferment or delay in delivery at the request and/or action of the Buyer.
The Company reserves the right to increase any prices agreed between the Company and the Buyer in accordance with market conditions and the Company’s price for similar goods ruling at the date of dispatch and the Buyer shall pay such additions in addition to the quoted price. Without prejudice to the generality of the foregoing market conditions shall include any increase in the cost of labor, materials, transport and any other costs between quotation and dispatch.
Value Added Tax will be charged for domestic shipments at the rate applicable at the date of dispatch. The quoted price does not include Value Added Tax.
11. Carriage and packing
The customer in addition to the price payable for the goods, unless agreed beforehand between the Company and the customer shall pay for the cost of carriage and packaging.
12. Terms of payment
- Terms of payment are that invoices must be settled in full within the specified time that was mentioned in the quotation, Proforma or Commercial invoice.
- If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
(2.1) cancel the contract or suspend any further deliveries to the Buyer.
(2.2) appropriate any payment made by the Buyer to such of the goods (as goods supplied under any other contract between the Buyer and the Company) as the Company may think fit.
(2.3) charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 3% per annum over the base lending rate of the Company’s own bankers, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).Der Käufer darf die Vorbehaltsware nur im gewöhnlichen Geschäftsverkehr zu seinen normalen Geschäftsbedingungen und nur solange er nicht in Verzug ist veräußern. Zur Weiterveräußerung der Vorbehaltsware ist er nur mit der Maßgabe berechtigt, dass die Forderung aus der Weiterveräußerung auf uns übergeht. Zur anderen Verfügung über die Vorbehaltsware, insbesondere zur Verpfändung oder Sicherungsübereignung, ist er nicht berechtigt.
13. Insolvency of Buyer
- This clause applies if:
(1.1) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
(1.2) an encumbrance takes possession, or a receiver is appointed, of any of the property of assets of the Buyer; or
(1.3) the Buyer ceases, or threatens to cease, to carry on business; or
(1.4) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
- If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14. Liability for Non-Conformity of the Product and Warranty
- (1) PLANETA-Products were manufactured with care and were tested under strictly controls prior delivery. In “After-Sales-Service”, PLANETA makes every effort to help the Buyer or his customer as the Seller is dedicated to the customer to help with question and problems with the Product. Therefore, without prejudice to the following restrictions, the Seller guarantees the quality of the Product he delivered (such Product not being a service) as well as the quality of the materials used and/or delivered for the Product, insofar defects in the delivered Product are concerned which cannot be detected at inspection or acceptance tests respectively, of which the Buyer proves that these have arisen within 12 months after delivery solely or mainly as a direct consequence of a defect in the construction applied by the Seller or due to inadequate workmanship or use of bad materials. On the other hand, Buyer shall examine the Product as soon as possible after arrival at its destination and shall notify PLANETA’s legal authorized representative or the Seller in writing of any lack of conformity of the Product in detail within 10 (ten) calendar days from the date when Buyer discovers or ought to have discovered the lack of conformity. In any case Buyer shall have no claim and no remedy for lack of conformity of the Product, if he fails to notify Seller thereof within 12 (twelve) months (liability and warranty period) from the date of delivery of the Product. “Lack of conformity” means as well defects which cannot be detected at inspection or acceptance tests respectively caused solely or mainly by poor installation by the Seller. If the Buyer performs installation of the product, the term of guarantee of 12 months (sub 1) goes not into effect on the day the installation has been completed by the Buyer, whereas in that case the term of guarantee ends in any case when 12 months after delivery under Article 4 sub 8 have passed.
- The Product will be deemed to conform to the Contract despite minor discrepancies which are usual in the particular trade or through course of dealing between the Parties.
- On receipt of Buyer’s notice in writing specifying the lack of conformity (and provided Buyer has given such notice in compliance with the provisions of clause 14.1. hereinabove), Seller shall at his option remedy the lack of conformity as follows:
(a) Seller shall within a period of time which is reasonable under the circumstances replace the nonconforming Product or part of it; or
(b) Seller shall within a period of time which is reasonable under the circumstances repair the Product. If the repair takes place at Buyer’s premises, Buyer has to grant access to Seller’s personnel and to give all reasonable support and assistance. Travelling and personnel costs of Seller have to be paid in advance by Buyer in case of doubt and they will be reimbursed in case of true liability. If Seller has chosen to deliver a substitute Product, then Buyer shall place the non-conforming Product at Seller’s disposal and return the same at Seller’s place of business or any other place designated by Seller, the delivery cost of which being reimbursed by Seller.
(c) Seller may request for sending back the Product to the factory or to his legal authorized representative for inspection, repair or replacement. This shall be chosen if the Product value is lower or the transportation costs are cheaper than the solutions under (a) and (b). Any shipping costs have to be prepaid by Buyer and will be reimbursed in case of true liability. A new guarantee period of 6 months shall apply for repaired parts and parts in replacement.
(d) Any guarantee shall however expire as soon as 12 months have passed since first delivery as meant in Article 4 sub 8 or, where the provisions in Article 14 sub 3 are applicable, as soon as 18 months have passed since such delivery.
- If Seller does not fulfill his duties under Clause 14.3 within a reasonable period of time, Buyer may, by written notice, fix an additional period of time of reasonable length for performance by Seller of Seller’s repair or replacement obligations. If Seller fails to fulfill either of these obligations at all or unsuccessfully within such additional period of time, Buyer is entitled to a reduction of the purchase price in proportion to the reduced value of the Product, provided, that such price reduction shall under no circumstances exceed 30 (thirty) percent of the purchase price.
- Where the lack of conformity of the Product is so substantial as to significantly deprive Buyer of the benefit of the Contract, Buyer may declare the cancellation of the Contract in respect of such nonconforming Product by giving written notice to Seller. Buyer is then entitled to compensation for the proven additional direct costs and expenses he has suffered as a result of the cancellation of the Contract in respect of such non-conforming Product up to a maximum of 10 (ten) percent of the purchase price.
- Seller is not liable for lack of conformity of the Product arising out of materials provided by Buyer or a design made or a product quality specified by Buyer. Seller is liable only for lack of conformity of the Product which appears under the normal conditions of operation provided for in the Contract or outlined by Seller in its Product description and under proper use of the Product. Seller’s liability does not cover defects or deficiencies which are caused by faulty maintenance, incorrect erection/installation or faulty repair by Buyer, or by alterations carried out without Seller’s prior consent in writing. Any alteration at the Product done by Buyer without Seller’s permission leads to loss of any warranty. Finally, Seller’s liability does not cover normal wear and tear or damage from corrosive materials, incorrect solvents, fluids or lubricants or caused by undue exposure to excessive high temperatures.
- THE ABOVE LIABILITY OF SELLER FOR LACK OF CONFORMITY OF THE PRODUCT IS IN LIEU OF ALL OTHER LIABILITIES OR WARRANTIES, EXPRESS OR IMPLIED BY CONTRACT OR UNDERLYING LAW. SELLER DOES NOT GIVE ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. A PROMISE OR AN AFFIRMATION OF FACT MADE BY ANY AGENT OR REPRESENTATIVE OF SELLER SHALL NOT CONSTITUTE A WARRANTY BY SELLER OR GIVE RISE TO ANY LIABILITY OR OBLIGATION OTHER THAN STATED ABOVE.
- The Product shall remain the property of Seller until full payment of the price has been effected. Buyer shall at the request of Seller assist him in taking any measures necessary to protect Seller’s title to the Product in the country concerned. The retention of title shall not affect the passing of risk in accordance with the respective applicable INCOTERM.
(a) A Party is not liable for failure to perform any of his obligations insofar as that failure was due to an impediment beyond his control which could not reasonably have been avoided or overcome.
(b) A Party seeking relief shall, as soon as practical after the impediment and its effects upon his ability to perform become known to him, give notice to the other Party of such impediment and its effects on his ability to perform. Notice shall also be given promptly when the ground of relief ceases.
(c) Neither Party can invoke an impediment beyond his control as an excuse not to make payments to the other, when due and payable.
(d) If the ground of relief subsists for more than 3 (three) months, either Party shall be entitled to terminate the Contract by written notice to the other.
15. Limitation of Liability
- In no event, whether based on contract, warranty, tort or otherwise shall Seller be liable for any consequential, indirect, incidental or punitive damages, including but not limited to loss of profit or revenues, loss of use of the Product or any associated equipment and plant, cost of capital, downtime costs or claims of third parties for such damages, even if such losses and damages were foreseeable at the time of the conclusion of the Contract.
- If Seller furnishes Buyer with advice or other assistance which concerns any Product supplied or any system or equipment in which any such Product may be installed, whether pursuant to any express agreement or in connection with the delivery of the Product, the furnishing of such advice or assistance shall not subject Seller to any liability, whether in contract, warranty, tort or otherwise.
- THE TOTAL LIABILITY OF SELLER IN RESPECT OF ANY AND ALL CLAIMS, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THE CONTRACT, SHALL NOT EXCEED THE PRICE OF THE PRODUCT.
- Any claim of Buyer and any liability of Seller for non-conformity of the Product are time barred upon the expiration of a 12 (twelve) months period from the delivery date of the Product. After the expiry of such term, Buyer shall not invoke any non-conformity of the Product or base a counterclaim thereupon, in defense to any claim raised by Seller against Buyer for non-performance of Buyer’s payment or other obligations out of the Contract.
- BUYER’S REMEDIES AND SELLER’S LIABILITIES ARE EXHAUSTIVELY COVERED BY THESE GENERAL TERMS AND CONDITIONS, PROVIDED, HOWEVER, THAT ANY LIMITATION OF LIABILITY DOES NOT APPLY TO UNLAWFUL INTENT OR GROSS NEGLIGENCE ON THE PART OF SELLER, UNLESS GROSS NEGLIGENCE HAS BEEN COMMITTED BY PERSONS EMPLOYED OR APPOINTED BY SELLER TO PERFORM ANY OF HIS OBLIGATIONS.
- No claim by the Buyer shall be accepted as a reason for cancellation of the remainder of the order.
- The Buyer shall promptly inform the Seller of any claim made against Buyer by his customers or third parties concerning the Product delivered or intellectual property rights related thereto.
16. Right to inspect
In the event of the Buyer making a claim against the Company for any reason whatsoever the goods in respect of which any such claim is made shall be preserved intact where delivered for a period of seven days from the notification of the claim to the Company within which time the Company shall have the right to attend at the place where the goods were delivered to investigate the complaint. No claim by the Buyer will be accepted unless this Condition is strictly complied with.
17. Design changes
The Company reserves the right to effect design changes as technical developments may require without prior notice.
18. Specifications by Buyer
The Buyer shall indemnify the Company against any and all liability arising through execution by the Company of any order placed by a Buyer in accordance with the Buyer’s specifications where such execution infringes any patent, trade mark or registered design not owned by the Buyer or the Company.
19. Risks, property and insurance
- Goods supplied by the Company shall be at the Buyer’s risk immediately on delivery to the Buyer or into custody on the Buyer’s behalf (whichever is the sooner) the Buyer should therefore arrange insurance accordingly unless the Company has specifically agreed to arrange insurance of the goods.
- That property in the goods supplied by the Company will pass to the Buyer when (!) the goods the subject of the Contract in question and (!!) all other goods the subject of any contract between the Company and the Buyer which have been delivered to the Buyer (prior to the payment in full for the goods the subject of the contract in question) have been paid for in full.
- In the event that the Buyer resells or hires out goods supplied by the Company (either in their original form, or after alteration by the Buyer and/or after they have been added to an item manufactured by the Buyer) prior to the passing of the property therein to the Buyer such resale or hire shall be effected by the Buyer as bailee for the Company and the proceeds of such a sale or hire shall be held on trust for the Company in a separate bank account opened by the Buyer for this purpose and these proceeds shall be received or receivable by the Buyer for and on behalf of the Company unless all debts owing to the Company by the Buyer in respect to the goods supplied by the Company have been paid.
- So long as the property and the goods remain the Company and the Buyer is in default of any such obligation hereunder the Company shall have the right, with or without prior notice to the Buyer, to take possession of the goods and for that purpose to go onto any premises occupied by the Buyer and on such retaking of possession the contract shall be deemed to have been determined without prejudice to any claim or rights the Company might otherwise make or exercise.
- Until payment due under all contracts between the Company and the Buyer has been made in full the Buyer shall hold upon trust for the Company the goods (either in their original form, or after alteration by the Buyer and/or after they have been added to an item manufactured by the Buyer) and shall in so far as may be possible store them in such a way as they may be identifiable as the property of the Company and separate from all other goods in the Buyers possession.
- Until payment due under all contracts between the Buyer and the Company has been made in full the Company shall be entitled to trace all the proceed of sale or hire charges received by the Buyer on sale of the goods (either in their original form or after alteration by the Buyer and/or after they have been added to an item manufactured by the Buyer) received by the Buyer through any bank or other account maintained by the Buyer and the Buyer will provide every assistance free of charge to the Company for the same.
- Until payment due under all contracts between the Buyer and Company has been made in full if the Buyer sells or hires the goods (either in their original form or after alteration by the Buyer and/or after they have been added to an item manufactured by the Buyer) in the ordinary course of its business the Buyer shall assign its rights to recover the selling price or hire charges from the third parties concerned to the Company if required to do so in writing by the Company.
- Every insurable risk shall pass to the Buyer as soon as the goods are delivered to it or into custody on its behalf. The Buyer shall keep the goods insured in the amount of the price at which the goods are sold to the Buyer against all insurable risks until payment due under all contracts between the Buyer and the Company has been made in full.
- Of goods (either in their original form or after alteration by the Buyer and/or after they have been added to an item manufactured by the Buyer) are destroyed by an insured risk prior to the same being paid for by the Buyer the Buyer shall receive the proceeds of any such insurance as trustee for the Company.
- Once a contract has come into being between the Company and any Buyer, that contract can be cancelled only with the consent of the Company and upon terms that will indemnify it against loss. The Buyer will indemnify the Company for all of the Company’s contractual losses and the Company will not be under a duty to mitigate those losses. Buyer may not terminate any series production programs without six (6) months’ written notification. In the event that Buyer wrongfully cancels the Order, Seller may, in addition to any rights and remedies it may have at law or in equity, charge Buyer a restocking fee at Seller’s discretion. Such restocking fee may include, without limitation, unamortized capital, development costs, obsolete inventory and tooling.
- Seller may cancel Orders without penalty if Buyer fails to comply with the Terms or Conditions of Orders, including Terms or Conditions regarding timely payment.
21. Dispatch abroad
Goods dispatched abroad shall be deemed to have been inspected by the Buyer’s agent or representative prior to dispatch from the Company’s as no responsibility can be accepted by the Company after goods are consigned for shipment and the Company shall be under no obligation to give the Buyer the notice.
22. General lien
In addition to any right of lien which the Company may be by law entitled the Company shall (in the event of the Buyer’s insolvency) be entitled to a general lien on all goods of the Buyer in the Company’s possession although such goods or some of them have been paid for (in respect of the unpaid price of any other goods sold an delivered to the Buyer by the Company under the same or any other contract.
The Company reserves the right to effect minor modifications to the specification of the Company’s products (with or without prior notice) provided such modifications do not in this Company’s opinion affect the function and quality of the goods.
24. Force majeure
In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not) civil war, rebellion, revolution, insurrection or military or usurped power, the Company shall be relieved of the liabilities incurred under this contract wherever and to the extent to which the fulfillment of such obligations is prevented, frustrated or impeded as a consequence of any such event or any statute, rules, regulations, orders or requisitions issued by any Government Department, Council or other duly constituted authority or from strikes, lockouts, breakdown of plant or any other causes (whether or not of a like nature) beyond the Company’s control.
- The invalidity of any provisions of the Contract does not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid one which is likely to achieve the intended commercial purpose.
- These General Terms and Conditions shall apply as well to sales contracts, which contain elements of services or work- performance in addition to the mere delivery of the Product, irrespective as to whether the respective service or work performance activities are invoiced separately or not, unless the preponderant part of Seller’s obligations consists in the performance of work or services.
26. Law of contract and jurisdiction
All contracts for the supply of goods by the Company shall be governed by German Law and be within the exclusive jurisdiction of the German Courts.
Herne/Germany, May 2015
PLANETA-Hebetechnik GmbH, Herne
PLANETA-Lifting Ltd., Hong Kong and Taicang/China