1. Preamble

The technical specifications and prices in this list cancel and replace all previous agreements. There are no exceptions and deviations from these technical specifications will only apply if they have been acknowledged by us in writing in each individual case. Failure to object shall not be interpreted as acceptance. However, the invalidity of one or more of the following conditions shall not affect the validity of the remaining provisions.

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2. Quotations

All our quotations are without obligation unless a written commitment to the contrary has been issued.

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3. Orders

Our General Conditions of Business will be deemed to apply upon placing of the order, or at the latest upon acceptance of the delivery. The ordering party’s purchasing terms in conflict with these conditions will not be binding upon us even if they formed the basis for the order and even if we do not expressly object to their contents; they will only apply if they have been acknowledged by us in writing in each individual case.

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4. Acceptance of order

An order shall only be deemed to have been accepted by us if we have confirmed it in writing or if we have supplied according to directions. All objections concerning the order confirmation must be served on us within 5 working days. Because of the short delivery periods, no account can be taken of objections received later.

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5. Prices generally

The prices shown are in EUR, ex-works, net per item, packed, excl. VAT. We shall be entitled to apply appropriate price adjustments in the event of unforeseen wage and materials cost, exchange rate and other cost changes, including taxes, imposed by national and international authorities after the date of publication of the present price list.

For orders of a value below EUR 150,- net, excluding VAT, we will charge a handling and packaging surcharge of EUR 10,-.

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6. Die prices

By issuing the order, the ordering party issues its express consent to the following special provisions as far as concerns punching and special production dies:

a)   the price shown includes a licence agreement that covers the making and the provision of the indicated production dies required.

b)   the dies are deemed to be unique by virtue of this license agreement

c)   the dies will be remain the unrestricted property of the manufacturer and will be subject to copyright.

d)   the indicated dies will be stored by the manufacturer and will only be used for the ordering party’s own blades requirements. However, the ordering party is entitled to grant us an express authorisation in writing for the use of the dies for direct or indirect orders from third parties.

e)   the ordering party will be entitled to rent or to lend the dies to third parties, subject to the condition that they will not leave the manufacturer’s plant.

f)    the manufacturer undertakes to keep the dies for at least five years after the last use thereof.

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7. Dispatch

Unless agreed to the contrary, the following conditions shall apply:

a)   deliveries shall be ex-works,

b)   the suppler shall organise the transport to the ordering party and shall advance the transport costs,

c)   the transport costs shall be borne by the ordering party and shall be invoiced together with the goods,

d)   the goods shall always be transported at the ordering party’s risk, irrespective of the place of delivery.

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8. Delivery date

The delivery date shown shall only be for information purposes unless such is expressly confirmed to be binding. Damages for default or non-performance shall be excluded unless provided for in an express contractual provision.

9. Retention of title

The goods will remain the manufacturer’s property until payment is received in full. The risk will transfer to the ordering party upon dispatch or upon notification of readiness for dispatch.

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10. Payment

Our invoices will be payable within 30 days from date of invoice, net and without discount, postage and expenses paid. After expiry of this deadline, we will be entitled, without giving notice of default, to charge interest at the credit interest rate applicable at the time the amount becomes due.

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11. Withdrawal by the ordering party

The ordering party shall be entitled to withdraw from the agreement if the supplier fails to deliver on time despite the allowing of a grace period. Further claims, in particular claims for damages, shall be excluded for the case of default, unless the default is due to intent or gross negligence on the part of the manufacturer.

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12. Warranty

All complaints with the exception of such for hidden defects, shall in any event be submitted in writing within five working days from acceptance of the goods.

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13. Guarantee

If a product complained of in good time (see Sec. 12) should not be acceptable, we will be entitled to replace the product or to reimburse its value by means of a credit note.

The ordering party or third parties will not be entitled to assert any further claims.

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14. Place of performance, legal venue and applicable law

The courts of the Grand Duchy of Luxembourg are deemed to be agreed as the place of performance and the legal venue for all claims resulting from the business relationship. Unless agreed otherwise, the agreements will be subject to Luxembourg law.

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15. Tolerance

The failure, even repeatedly, to apply one or more of these General Conditions of Business shall be regarded as tolerance. This shall not, however, entitle the ordering party to derive any customary rights there from.

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16. Liability

An obligation to comply with agreed delivery and performance deadlines shall only be accepted subject to the proviso of uninterrupted business operations; in particular, we shall be released from the obligation to deliver or supply on time in the event of cases of force majeure and other disturbances to our operations, those of our suppliers or transport enterprises, e.g. interruptions to operations and transport, fire, floods, insufficient labour, energy or materials, strike, lock-out and official measures, and we shall also in such cases be entitled to discontinue our deliveries without any obligation to deliver at a later time.

Claims for damages for default or non-performance shall be excluded to the extent permitted by law. This shall not affect the ordering party’s statutory right to withdraw, provided the conditions for such have been met.

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17. Correspondence

The ordering party expressly agrees that the exchange of information by fax and/or E-mail transmission will have the value of a written document.

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AQ00531