1. Acceptance of Sales and Delivery Terms
All transactions, agreements and offers are based on the following terms. Different agreements or terms, e.g. purchase conditions require our written consent.
2. Written form
Oral agreements require for their validity our written consent.
Our offers are subject to confirmation.
4. Delivery time
Stated delivery times will be met as far as possible. The delivery time is met if, before expiry of the delivery time, the goods have left our works or the readiness for dispatch of the goods has been announced. Demonstrable delays as a result of force majeure, shortage of raw material, failures in operation facilities and in manufacturing machines, fire, interruption of the power supply, stoppage of work or other obstacles release us from the observance of the promised delivery times and periods. In the case of such non-observance of contractually agreed delivery times and periods, the customers has, after setting a reasonable extended deadline, only the right to cancel the contract. The customer can not make claims for damages arising therefrom in the absence of intent or gross negligence on our part.
5. Prices and payment terms
The prices apply to deliveries DAF ex border Schaanwald/Tisis, excluding tax, shipment, transport, insurance and packing costs.
All prices are based on the costs situation at the offer date. We are entitled to adjust the prices, should changes - even of just one cost-creating factor - occur.
Unless otherwise agreed, payments are due immediately and net of deductions. In case of delay, interest of 9 % p.a. will be charged.At buyer's delay in payment we reserve ourselves to cancel existing orders without any liability for damages or to execute additional orders against advanced payment. As long as the customer is in arrears with a payment arising from business relations with us, all our obligations under accepted orders are suspended (obligation to deliver, obligation to meet the delivery date).
We may withdraw from the contract if, after conclusion of the contract, a fundamental deterioration in the customer's level of income or financial circumstances becomes apparent or occurs, unless the customer immediately offers counter-performance or security for our claims. After withdrawal, both parties have to restore what has been granted by way of performance, in so far there has not been complete fulfillment by both sides. The customer however has to compensate us for reduction in value suffered by the goods since withdrawal from the contract, expenditure which has arisen and lost profit.
Where payment by instalments has been agreed, non-observance of a date for payment will result in the whole of the outstanding balance becoming immediately due and payable. The set-off with demandes of the customer, which are denied by the contractor is not possible. The withholding or reduction of payments due to complaints, disputes or other than expressly recognized claims of the customer is not permitted. Set-off with a counterdemand of the customer is only permitted if pursuant to a special written agreement.
6. Risk, shipment and freight
The risk of accidental destruction or accidental deterioration of the goods passes to the customer as soon as the goods cross the border Schaanwald/Tisis. This applies also to goods which are sent to the customer and applies irrespective of whether the dispatch is effected from the place where the contract is to be fulfilled or of who bears the freight costs. If the goods are ready for dispatch and delivery or acceptance is delayed due to reasons for which we are not responsible, risk passes to the customer upon receipt of the announcement of readiness for dispatch.
On the customer's request we will arrange and invoice the customer for transport insurance.
8. Reservation of title
As long as the purchase price, including additional costs, is not fully paid, the goods remain our property. The customer is obliged to take all steps to prevent any damage or impairment to our property, especially to insure sufficiently against all risks those goods which are subject to reservation of title.
The customer is responsible for damages which occur and for reduction in value.
The customer is entitled only with our prior consent to further dispose of the goods which are subject to reservation of title. This consent is not necessary should the customer buy the goods as retailer, however the customer is not permitted to pledge or transfer the goods by way of security. The customer is obliged to protect our rights in case of a resale on credit terms of goods subject to reservation of title.
The customer hereby assigns to us all claims and rights against third parties in connection with the goods which are subject to reservation of title, especially arising from resale. The customer undertakes to inform the insurance of this assignment when taking out insurance.
The customer agrees that, after conclusion of the contract, the reservation of title will be registered at his expense in public registers, e.g. in the register of reservation of title for his respective place of residence or domicile, according to the applicable law, and to complete all formalities in this respect.
9. Brochures, Catalogues, Technical Documents
In the absence of contrary agreement, brochures and catalogues are not binding. Statements in technical papers are only binding to the extent they have been warranted.
We reserve all rights to the documents which have been handed over to the customer. Without our written authorization, the documents may not be made available to third parties or used beyond the purpose for which they have been given to the customer. The customer is not entitled to reproduce machines, installations or parts thereof.
10. Complaints in respect of defects, guarantee, compensation
If the goods are defective or if warranted features are missing, then, to the exclusion of further guarantee claims, we are obliged - at our option - to supply a replacement or to make improvements. The discovery of such defects must immediately be notified to us in writing, in the case of hidden defects immediately after these become apparent. The guarantee period is one year, subject however to a maximum of one thousand operation hours, and starts once the goods have left our works or after announcement of readiness for dispatch.
Should we allow a reasonable extension period to elapse, without having made a replacement or having rectified the defect, or should the improvement fail, the customer shall, to the exclusion of all other claims, have a right to an appropriate reduction in the purchase price or to withdraw. For supplies of replacements and improvement works, we are liable to the same extent as for the original delivered item.
For second-hand goods all liability whatsoever for defects is excluded.
For items produced by third parties, our liability is restricted to assigning the liability claims to which we are entitled against the supplier of such items.
There is no guarantee in respect of damages which have arisen due to inappropriate or improper use or handling, due to non-observance of the operation or service instructions, due to modification of the goods by the customer or if our seals have been removed.
In any event further claims by the customer are excluded, especially claims for compensation, above all for consequential damage and lost profit, also costs (e.g. LSVA-tax) in connection with guarantee work, in the absence of intent or gross negligence on our part. This exclusion of liability also applies insofar as such claims derive from wrong advice, tortious acts or positive breach of contract and accordingly also if the claims have nothing to do with the defects in the goods.
This exclusion of liability shall not apply to the extent that the goods lack a warranted feature. It also does not apply to claims relating to physical and/or private property damage based on product liability law.
11. Place where the contract is to be fulfilled, jurisdiction and applicable law
The place where the contract is to be fulfilled and payment made is Schaanwald. All disputes arising in connection with this contract shall be resolved by the court in Vaduz, Liechtenstein. However, Kaiser AG reserves the right to sue the other party in any other competent court in any other jurisdiction. It is agreed that Liechtenstein law shall apply.
12. Partial invalidity
Should one of the preceding provisions be or become wholly or partially invalid, the validity of the remaining provisions shall not thereby be affected.