General terms and conditions of sale
- Validity of the terms of sale
- These Terms and Conditions of Sale apply to all customers of DEPO GmbH & Co. KG – hereinafter referred to as DEPO.
- These Terms and Conditions of Sale shall apply to all contracts entered into on or after May 1, 2023, the principal subject matter of which is the delivery of goods and/or software to the Customer. Additional obligations assumed by DEPO shall not affect the application of these International Conditions of Sale.
- Any conflicting or deviating terms and conditions of the Customer shall not bind DEPO, even if DEPO does not object thereto or provides services or accepts services from the Customer without reservation. Similarly, DEPO shall not be bound to the extent that the terms and conditions of business of the Customer, irrespective of the content of these Terms and Conditions of Sale, deviate from statutory provisions.
- These Terms and Conditions of Sale shall not apply if the Customer purchases the Goods for personal, family or household use and DEPO knew or should have known of this at the time of entering into the Contract.
- Conclusion of the contract
- The Customer shall be obliged to notify DEPO in writing prior to the conclusion of the Contract if the goods to be delivered are not intended to be used exclusively for ordinary purposes or are intended to be processed with unusual materials or will be used under conditions that are unusual or pose a particular risk to health, safety or the environment or require increased stress, or if the Contract may involve atypical possibilities of damage or unusual amounts of damage of which the Customer is or should have been aware.
- Orders of the Customer shall be made in writing. If the Customer’s order deviates from DEPO’s proposals or offer, the Customer shall specifically highlight the deviations as such. Illustrations and drawings as well as specifications of dimensions and weights relating to DEPO’s proposals or offers are only approximate.
- All orders, including in particular orders taken by DEPO’s employees, shall become effective only upon DEPO’s written confirmation of the order. The actual delivery of the ordered goods, other conduct of DEPO or silence shall not give rise to any reliance by the Customer on the conclusion of the contract. DEPO may issue the written order confirmation until the expiration of fourteen (14) calendar days after DEPO receives the Customer’s order. Until that time, the Customer’s order is irrevocable.
- DEPO’s written order confirmation shall be received in time if it is received by the Customer within fourteen (14) calendar days of its date of issue. The Customer shall promptly notify DEPO if the written order confirmation is received late. However, if DEPO requires in writing that the Customer sign DEPO’s order confirmation, the contract shall become effective only if a copy of the order confirmation validly signed by the Customer is received by DEPO within a period of fourteen (14) calendar days from the date of the written order confirmation.
- The written acknowledgement of the order by DEPO shall be conclusive as to the scope of the contract and shall effect the formation of the contract even if, apart from the purchase price and the quantity to be delivered, it deviates from the declarations of the customer in any other way, including, without limitation, as to the exclusive application of these International Conditions of Sale. Special requests of the Customer, namely representations or warranties with respect to the goods or the performance of the contract, shall therefore in any case require DEPO’s express written confirmation. The contract shall not be formed only if the Customer objects in writing that DEPO’s order confirmation does not correspond in all respects to the Customer’s representations, specifies the discrepancies in writing, and the objection is received by DEPO within a short time, not later than seven (7) calendar days, after the written order confirmation is received by the Customer.
- Confirmations made by the Customer shall have no effect without the need for any objection by DEPO. In particular, neither the actual delivery of the ordered goods, nor any other conduct of DEPO, nor any silence on the part of DEPO shall give rise to any reliance by the customer on the relevance of its confirmation.
- DEPO’s employees as well as its commercial agents and other sales intermediaries are not authorized to waive the requirement of written confirmation of the order by DEPO or to make any promises or guarantees that differ from its content. Whether and to what extent these persons are authorized to make or receive declarations with effect for or against DEPO shall be determined by the law applicable in Germany.
- Amendments to the concluded contract shall always require written confirmation by DEPO.
Duties of DEPO
- Subject to any release from liability under Clause VII.-1. b), DEPO shall deliver and transfer title to the Goods specified in the written order confirmation. DEPO shall not be obliged to perform any services not specified in DEPO’s written order confirmation or in these International Conditions of Sale; in particular, DEPO shall not be obliged to perform any design services, to provide any information or to deliver any documents or evidence not expressly agreed in writing or to supply any accessories, to install any additional protective devices, to carry out any assembly work or to advise the Customer.
- DEPO’s obligations under the contract concluded with the Customer are owed solely to the Customer. Third parties not involved in the conclusion of the contract, in particular customers of the Customer, shall not be entitled to demand delivery to themselves or to assert any other claims arising from the Customer’s contract with DEPO. The Customer shall indemnify and hold DEPO harmless without limitation from and against any and all claims asserted by third parties against DEPO under the contract entered into with the Customer. The indemnification shall include, in particular, reimbursement of expenses incurred by DEPO and shall be granted by the Customer waiving any further conditions or other objections, in particular waiving any objection to the statute of limitations. The customer’s responsibility for receipt shall also remain in effect if it assigns claims to third parties.
- DEPO is obliged to deliver goods of the agreed type and quantity to the Customer in the quality corresponding to the standards customary in Germany, taking into account tolerances customary in the trade. If the goods cannot be delivered in the condition offered at the time of the conclusion of the contract because technical improvements have been made to serial products, DEPO shall be entitled to deliver the improved version. Performance specifications made by DEPO are subject to trained personnel, compliance with the machine documentation, good operating conditions, in particular with regard to the materials to be processed and the tools used, as well as proper maintenance and the exclusive use of original spare parts. DEPO shall be entitled to make partial deliveries and to invoice them separately and warrants that at the time of delivery no rights or claims of third parties to the goods prevent their free use in the European Union.
- If the goods to be delivered require further specification, DEPO shall make the specification taking into account its own and the Customer’s recognizable and legitimate concerns. DEPO shall not be required to request the Customer to specify the Goods or to assist in the specification. DEPO shall not be obliged to notify the Customer of the specification made or to grant the Customer the possibility of a deviating specification.
- DEPO shall make the goods available for collection by the Customer at the agreed delivery time FCA (Incoterms 2010) at the delivery address specified in the written order confirmation or – if no such address is specified – at the branch office in Harsewinkel/Germany in DEPO’s usual packaging and with DEPO’s usual markings. No prior segregation or marking of the Goods or notification to Customer of their availability shall be required. DEPO shall in no case, even if other Incoterms are used, be obliged to inform the Customer of the delivery, to inspect the goods on the occasion of the delivery for their conformity with the contract, to check the operational safety of the means of transport and the safe loading for transport or to prove to the Customer that the delivery has been made. The agreement of other Incoterms or of clauses such as “delivery free…” or similar merely results in a different regulation of the transport and the transport costs; in all other respects the regulations made in these International Conditions of Sale remain valid.
- The organization of the transport and insurance of the goods from the place of delivery relevant under Clause III.-5. is not the duty of DEPO, but is the responsibility of the Customer. However, unless the customer gives timely prior written instructions to the contrary, DEPO shall be entitled – without the customer’s request or any such commercial practice – to contract on behalf of, at the risk of, and/or at the expense of the customer for the transportation and/or insurance of the goods to the destination designated in writing by the customer and – if no such destination is designated – to the customer’s place of business.
- Agreed delivery periods or delivery dates shall be conditional upon the Customer providing in due time any documents, permits, releases or licenses to be obtained, opening letters of credit and making down payments as agreed and fulfilling all other obligations incumbent upon it in due time, and official pre-shipments inspections not causing any delay. Otherwise, agreed delivery periods shall commence on the date of DEPO’s written order confirmation. DEPO shall be entitled to deliver before the agreed time or to fix the time of delivery within the agreed delivery period.
- Without waiving any further statutory rights, DEPO shall be entitled to perform contractual obligations after the scheduled date if the Customer is informed of the missed deadline and notified of a period for subsequent performance. DEPO shall also be entitled to make several attempts at subsequent performance under the above conditions. The Customer may object to the subsequent performance within a reasonable period of time if the subsequent performance is unreasonable. The objection shall only be effective if it is received by DEPO prior to the commencement of the subsequent performance. DEPO shall reimburse the Customer for any additional expenses proven to be necessary as a result of the failure to meet the deadline, to the extent that DEPO is liable for such expenses under the provisions of Section VII.
- The risk of price and performance shall pass to the customer, even if the goods are not clearly marked and without the need for DEPO to give notice, upon delivery in accordance with clause III.-5., but irrespective thereof already upon transfer of ownership of the goods to the customer. The loading of the goods is one of the Customer’s obligations. The agreement of other Incoterms or of clauses such as “delivery free…” or similar clauses shall only result in a different regulation of the transport and the transport costs; otherwise, the provisions of these International Conditions of Sale shall apply. 10. (10) DEPO shall not be responsible for the export clearance of the Goods. Notwithstanding the foregoing, DEPO shall apply for any necessary export licenses and customs formalities required for the export of the Goods after the Customer has provided DEPO with the data required for the export in a written notice solely for that purpose. If the goods are not made available for export through no fault of DEPO, DEPO shall be entitled to rescind the purchase agreement in whole or in part without compensation. The agreement of other Incoterms or of clauses such as “delivery free…” or of a similar nature shall only result in a different regulation of the transport and the transport costs; in all other respects, the regulations made in these International Conditions of Sale shall remain in force.
- DEPO shall not be obliged to provide any documents, certificates, licenses or other permits not expressly agreed or required for export, transit or import or to procure security clearance or customs clearance of the goods. The agreement of other Incoterms or of clauses such as “delivery free…” or similar merely results in a different regulation of the transport and the transport costs; in all other respects the regulations made in these International Conditions of Sale remain valid.
- DEPO shall in no event be obligated to fulfill the obligations associated with the provision of the Goods on the market outside Germany, to bear any duties incurred outside Germany or to comply with any systems of weights and measures, packaging, labeling or marking requirements, registration or certification obligations or any other legal requirements applicable to the Goods outside Germany. Any translations of instructions, safety information, declarations of performance or other documents relating to the goods into a language other than German that are prescribed or otherwise required shall be carried out by the customer at its own expense and under its own responsibility.
- Without waiving any further statutory rights and without requiring prior notice to the Customer, DEPO shall be entitled to suspend its obligations for as long as DEPO is concerned that the Customer will fail to perform its obligations in whole or in part in accordance with the Contract. In particular, the right to suspend shall exist if the customer fails to comply adequately with its payment preparation obligations to DEPO or to third parties or is slow in making payments or if the limit set by a credit insurer has been exceeded or will be exceeded with the pending delivery. Instead of suspension, DEPO may, at its option, make future deliveries, including deliveries already confirmed, conditional upon the opening of a letter of credit confirmed by a major German bank or the making of payment in advance. DEPO shall not be obligated to continue performance if any guarantee provided by the Customer to avoid the suspension does not provide adequate security or may be voidable under any applicable law.
- Subject to the provision in Clause III.-8., DEPO shall not be obligated to notify the Customer of possible disruptions in the provision of the Service until the occurrence of the disruption is finally determined for DEPO.
- Duties of the customer
- Notwithstanding any further obligations to secure or prepare payment, the Customer shall transfer the agreed purchase price in the currency specified in the written order confirmation without deduction and free of expenses and costs through one of the banking institutions designated by DEPO. If a purchase price has not been agreed, DEPO’s usual purchase price at the agreed time of delivery shall apply. DEPO’s employees as well as its commercial agents or other sales intermediaries are not authorized to accept payments.
- The purchase price to be paid shall in any case be due for payment on the date specified in the written order confirmation and – if no such date is specified – upon receipt of the invoice, irrespective of whether the Customer has accepted the services of DEPO. Payment shall become due without any further precondition and in particular irrespective of whether the Customer has already taken delivery of the goods and/or documents and/or has had the opportunity to inspect them. Terms of payment granted shall cease to apply and outstanding claims shall become due for payment immediately if insolvency proceedings are instituted against the Customer’s assets, if the Customer fails to meet material obligations due to DEPO or to third parties without providing a justifiable reason, if the Customer has provided inaccurate information regarding its creditworthiness or to the extent that the coverage promised by a credit insurer for the Customer is reduced for reasons beyond DEPO’s control.
- The Customer warrants that all requirements and evidence for the customs and VAT treatment of the delivery and/or service are met in accordance with the relevant provisions in Germany. To the extent that DEPO is required to pay German or foreign customs duties and/or value added tax, the Customer shall indemnify DEPO without limitation, notwithstanding any further claims by DEPO. The indemnity shall be granted by the Customer waiving any further conditions or other objections, in particular waiving the objection of limitation, and shall also include reimbursement of expenses incurred by DEPO.
- DEPO may, at its sole discretion, set off incoming payments, regardless of currency and regardless of jurisdiction, against claims existing against the Customer by virtue of its own or assigned rights at the time of payment.
- The Customer’s statutory rights to set-off against DEPO’s claims, to withhold payment or acceptance of the goods, to suspend performance of its obligations and to raise defences or counterclaims shall be excluded unless a counterclaim of the Customer against DEPO is in the same currency, is founded in the Customer’s own right and is either due and undisputed or has been finally determined by a court of law, or DEPO has materially breached obligations arising out of the same contractual relationship and due and payable despite written warning and has not offered adequate security.
- The customer shall, with reasonable advance notice, provide DEPO with the data required to apply for customs formalities in accordance with Clause III.-10., take delivery of the goods on the delivery date without taking any additional time and at the relevant delivery address in accordance with Clause III.-5., either itself or through a person designated by it vis-à-vis DEPO, and shall fulfill all its obligations under the contract, these International Conditions of Sale, the ICC Rules for the Interpretation of Incoterms® 2010 and statutory provisions. The customer shall be entitled to refuse acceptance of the goods only if he cancels the contract in accordance with the provisions of Clause VI.-1. (7) Notwithstanding any statutory provisions, the Customer shall at its own expense arrange for or otherwise ensure the reuse, recycling or other prescribed disposal of the Goods delivered by DEPO to the Customer and of the packaging.
- Goods contrary to contract or defective in title
- Without waiving any statutory exclusions or limitations of the Seller’s liability, the goods shall be deemed to be in breach of contract if the Customer proves that, taking into account the provisions of Clause III, at the time of the passing of risk the goods deviate significantly in terms of packaging, quantity, quality or type from the requirements agreed in the written order confirmation or, in the absence of agreed requirements, are not suitable for normal use in Germany. Changes in model, design or material which correspond to more recent technical findings shall not constitute a breach of contract. Notwithstanding the provision in sentence 1, the goods shall be deemed not to be in breach of contract insofar as the legal provisions applicable at the customer’s place of business do not conflict with the usual use of the goods. The delivery of used goods shall be made to the exclusion of any warranty.
- In particular, unless DEPO’s written order confirmation expressly states otherwise, DEPO shall not be responsible for ensuring that the goods are suitable for a use other than that which is customary in Germany, or that they meet further expectations of the Customer, or that they have the characteristics of a sample or specimen, or that they comply with legal requirements outside Germany, such as in the Customer’s country. DEPO shall not be liable for any lack of conformity with the contract occurring after the time of transfer of risk. To the extent that the Customer attempts to remedy any lack of conformity itself or through third parties without DEPO’s written consent, DEPO shall be released from its warranty obligations.
- The Customer shall be obligated vis-à-vis DEPO to inspect or cause to be inspected each and every delivery comprehensively for recognizable as well as for typical lack of conformity with the contract and otherwise in accordance with the statutory provisions.
- Without waiving any statutory exclusions or limitations of Seller’s liability, the goods shall be defective in title if Customer proves that the goods are not free from enforceable third party rights or claims at the time of the passing of risk. Without waiving any further legal requirements, rights or claims of third parties based on industrial or other intellectual property shall only constitute a defect in title if the rights are registered, published and final in Germany and exclude the ordinary use of the goods in Germany. Notwithstanding the provision in sentence 1, the goods shall be deemed not to be defective in title insofar as the legal provisions applicable at the customer’s place of business do not preclude the ordinary use of the goods.
- Without waiving the Customer’s statutory obligations to give notice within a reasonable time, the Customer shall give notice to DEPO of any lack of conformity with the contract and any defect of title within one (1) year after acceptance of the goods at the latest in accordance with Clause IV.-6. The notice shall be in writing and addressed directly to DEPO and shall be sufficiently precise to enable DEPO to initiate remedial action and secure recourse against upstream suppliers without further inquiry of the Customer, and shall otherwise comply with the statutory provisions. DEPO’s employees as well as its commercial agents or other sales intermediaries shall not be entitled to receive notices or to make warranty declarations outside DEPO’s business premises.
- After due notice has been given in accordance with Clause V.-5.the customer may exercise the remedies provided for in these International Conditions of Sale. The customer shall not be entitled to any further claims or claims of a non-contractual nature. In the event of improper notice, the Customer may exercise remedies only to the extent that DEPO has fraudulently concealed the lack of conformity with the contract or the defect in title. Any representations made by DEPO with respect to any lack of conformity with the contract or any defect in title shall be for factual clarification only, but shall not, in particular, constitute a waiver of the requirement of proper notice.
- The Customer shall not be entitled to any remedies for delivery of goods that are contrary to the contract and/or defective in title to the extent that the Customer is liable to third parties for conditions of the goods or their suitability for use that are not the subject of the agreements made with DEPO or the Customer’s claim is based on foreign law not in force in Germany.
- To the extent that the customer is entitled to remedies under the provisions of these International Conditions of Sale for delivery of non-conforming goods and/or goods with defective title, the customer shall be entitled to demand, in accordance with the provisions of the United Nations Convention on Contracts for the International Sale of Goods, that DEPO replace or repair the goods or reduce the purchase price. Substitute delivery or rectification of defects shall not lead to a restart of the limitation period. The reduction of the purchase price is limited to the amount of the damage suffered by the customer. The customer shall not be entitled to any further claims for performance. DEPO shall always be entitled, notwithstanding the Customer’s remedies, to repair or replace non-conforming goods in accordance with the provisions of Clause III.-8. or to avert the Customer’s remedies by issuing a credit note in an appropriate amount.
- The Customer shall be entitled to rescind the contract if the statutory requirements for rescission of the contract have been met, the Customer has threatened DEPO with rescission of the contract in writing, and a reasonable grace period set in writing has expired to no avail. If the customer claims replacement, repair or other performance, it shall be bound by the remedy for a reasonable period of time without being able to rescind the contract. The Customer shall otherwise declare the cancellation of the contract within a reasonable period of time, in writing and directly to DEPO.
- Without waiving any further statutory rights, DEPO may terminate the contract in whole or in part if the Customer objects to the application of these International Conditions of Sale, if DEPO’s written order confirmation is received by the Customer more than fourteen (14) calendar days after its date of issue for reasons beyond DEPO’s control, if insolvency proceedings are instituted against the Customer’s assets, if, through no fault of DEPO, DEPO itself is not supplied correctly or on time, or if, for other reasons, DEPO is no longer able to meet its performance obligations by means that are reasonable taking into account its own interests and the legitimate interests of the Customer discernible at the time of conclusion of the contract and, in particular, the agreed consideration. Similarly, DEPO may terminate the contract after prior warning if the Customer fails to provide DEPO in due time with the data required to apply for customs formalities, fails to meet material obligations due to DEPO or to third parties without providing a justifiable reason, provides inaccurate information regarding its creditworthiness, or to the extent that the coverage promised by a credit insurer is reduced for reasons beyond DEPO’s control.
- DEPO shall be liable to pay damages for breach of obligations arising from the contract concluded with the Customer, the contractual negotiations conducted with the Customer and/or the business relationship with the Customer, without waiving the statutory requirements, only in accordance with the following provisions:
- a) The customer is primarily obligated to exercise other remedies and may claim damages only for remaining deficiencies, but in no event in lieu of other remedies.
- b) DEPO shall not be liable for the conduct of any supplier, subcontractor, carrier or freight forwarder or for any damage contributed to by the Customer. Nor shall DEPO be liable for disruptions that occur as a result of natural or political events, sovereign acts, labor disputes, sabotage, accidents, terrorism, biological, physical or chemical processes or similar circumstances and that DEPO cannot control by reasonable means. In all other respects, DEPO shall be liable only to the extent that the Customer proves that DEPO’s officers or personnel have culpably breached contractual obligations owed to the Customer.
- c) In the event of liability, DEPO shall compensate within the limits set forth in lit.
- d) damages suffered by the Customer to the extent that the Customer proves that it has suffered damage that could not have been avoided in any other way and that such damage was caused by a breach of a duty owed to the Customer by DEPO and was foreseeable to DEPO at the time the contract was concluded as a consequence of the breach of duty with regard to the occurrence of the damage and the amount of the damage. In addition, the Customer shall be obligated to mitigate damages as soon as a breach of contract is recognized or becomes apparent. d) DEPO shall not be liable for loss of profits or non-material damage. If DEPO is obligated to commission delivered equipment, DEPO shall also not be liable for any damage to products provided to the Customer for commissioning. In all other respects, the amount of damages for late delivery or non-delivery shall be limited to 0.5% for each full week of delay, up to a maximum of 5%, and in the case of remedies for delivery of non-conforming and/or defective goods, to 200% of the value of the non-conforming part of the performance. This paragraph shall not apply in the case of personal injury, fraudulent concealment of the lack of conformity with the contract or the defect of title of the goods as well as in the case of other breaches of contract caused intentionally or by gross negligence.
- e) DEPO shall be liable to pay damages for breach of contractual, pre-contractual and/or obligations arising out of the business relationship with the customer solely in accordance with the provisions of these International Conditions of Sale. Any recourse to competing bases of claims, in particular of a non-contractual nature, is excluded. Similarly, any recourse against DEPO’s bodies, employees, workers, representatives and/or vicarious agents for breach of contractual obligations owed to DEPO shall be excluded.
- f) To the extent that the claim is not previously barred by the statute of limitations, a preclusion period of six (6) months shall apply to any action brought by the Customer for damages, which period shall commence upon DEPO’s rejection of the claim for damages.
- Notwithstanding any further legal or contractual claims, Customer shall be liable to DEPO for the following damages:
- a) In the event that payment is not received on time, the Customer shall reimburse DEPO for the customary costs of judicial and extrajudicial prosecution incurred in Germany and abroad, as well as interest, without proof, at the rate applicable to unsecured short-term loans in the agreed currency in Harsewinkel/Germany, but at least interest at 8 percentage points above the prime rate of the Deutsche Bundesbank. b) In the event that the Customer is significantly late in accepting the goods or fails to accept the goods, DEPO shall be entitled to demand, without proof, liquidated damages in the amount of 15% of the respective delivery value.
- The customer is obligated to limit its liability for damages in its business relations with its customers in terms of reason and amount within the scope of what is legally possible and customary in the industry.
- Other regulations
- Delivered goods shall remain the property of DEPO until all claims against the customer have been settled. The regulation of the price and performance risk in clause III.-9. is not changed by the retention of title.
- The Customer shall, without being requested to do so, inform DEPO in writing if DEPO is required to comply with any special notification, registration or information requirements or any special advance notice or other market access requirements or to comply with any documentholding obligations under regulations applicable in the Customer’s country or in the country of use of the Goods. Customer shall also continue to monitor the delivered Goods in the market and inform DEPO in writing without undue delay if there is any concern that the Goods may pose a risk to third parties.
- Without waiver by DEPO of any further claims, the Customer shall indemnify DEPO without limitation against all claims of third parties brought against DEPO on the basis of product liability or similar provisions to the extent that the liability is based on circumstances which – such as the presentation of the product – were set by the Customer or other third parties without the express and written consent of DEPO. The indemnity shall include, in particular, reimbursement of expenses incurred by DEPO and shall be granted by the customer waiving any further conditions or other objections, in particular waiving compliance with monitoring and recall obligations and waiving the objection of limitation.
- DEPO reserves all proprietary rights, copyrights, other industrial property rights and know-how rights in illustrations, drawings, calculations and other documents and software provided by DEPO in physical or electronic form.
- All communications, declarations, notifications, etc. shall be made exclusively in German or in English. Notifications by fax or e-mail shall be deemed to be in writing.
- The customer has the non-exclusive right to use the software delivered with the goods. The use of the software without connection to the delivered goods as well as the transfer of the software to third parties is not permitted.
- Operation of the machines supplied by DEPO is permitted exclusively with DEPO’s control systems and the hardware and software components specified by DEPO. DEPO accepts no responsibility whatsoever for the consequences of any intervention by the customer in the control system or the safety-related equipment.
- General contract basics
- The place of delivery results from the provision in III.-5. of these International Conditions of Sale and also applies to replacement deliveries or rework of delivered goods. The place of payment and performance for all other obligations arising from DEPO’s legal relations with the customer shall be Harsewinkel/Germany. These provisions shall also apply if DEPO assumes the costs of payment transactions, performs services for the Customer at another location, or payment is to be made against surrender of goods or documents, or if services rendered are to be reversed. DEPO shall also be entitled to demand payment at the Customer’s place of business. The agreement of other Incoterms or of clauses such as “delivery free…” or similar clauses shall only result in a different regulation of the transport and the transport costs; in all other respects, the provisions of these International Conditions of Sale shall apply. 2. 2. the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Sales Convention / CISG) in the English language version shall apply to the legal relations with the customer. The UN Convention on Contracts for the International Sale of Goods shall apply beyond its scope of application and notwithstanding any reservations made by the contracting parties to all contracts governed by these International Conditions of Sale in accordance with the provisions of Clause I. In case of doubt, the Incoterms® 2010 of the International Chamber of Commerce shall apply, taking into account the provisions contained in these
- The formation of contracts, including agreements as to jurisdiction and arbitration, and the contractual rights and obligations of the parties, including liability for death or personal injury caused by the goods, and for breach of pre-contractual and other collateral obligations, shall be governed exclusively by the United Nations Convention on Contracts for the International Sale of Goods in conjunction with these International Conditions of Sale. Subject to other provisions in these International Conditions of Sale, the legal relations of the parties shall otherwise be governed by the Swiss Code of Obligations.
- All disputes – contractual and non-contractual as well as under insolvency law – arising out of or in connection with contracts to which these International Conditions of Sale apply, including the validity, invalidity, breach or termination thereof, and other disputes arising out of the business relationship with the customer shall be finally settled by arbitration in accordance with the version of the Swiss Rules of International Arbitration in force at the time of the submission of the Notice of Arbitration, without recourse to the ordinary courts of law. The arbitral tribunal shall consist of three arbitrators, one arbitrator to be designated by the claimant, one arbitrator to be designated by the respondent and the chairman of the arbitral tribunal to be designated by the two arbitrators designated and, in the case of disputes with a value in dispute of less than € 100,000, one arbitrator designated in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce. The place of arbitration shall be Zurich/Switzerland, the language may be German and/or English. The jurisdiction of the arbitral tribunal shall in particular also exclude any statutory jurisdiction provided for on account of a personal or factual connection. If this arbitration agreement is ineffective or should become ineffective, the locally and internationally exclusive court of arbitration shall have jurisdiction to decide the disputes instead.
- If any provision of these International Conditions of Sale is or becomes invalid in whole or in part, the remaining provisions shall remain in full force and effect. The parties are required to replace the invalid provision with a legally valid provision that comes as close as possible to the economic meaning and purpose of the invalid provision.v These Terms and Conditions of Sale shall not apply if the customer acquires the goods for personal, family or household use and DEPO knew or should have known this at the time of the conclusion of the contract. The Customer shall inform DEPO in writing before entering into the Contract if the Goods to be delivered are not intended exclusively for ordinary purposes or are to be processed with unusual materials or are to be used in conditions which are unusual or particularly hazardous to health, safety or the environment or are subject to increased stress or if the Contract may involve atypical possibilities of damage or unusual levels of damage of which the Customer is or ought to have been aware.
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