5.4 The statutory value added tax is not included in the price. It will be payable in the respective statutory amount and will be separately accounted for on the invoice.

 

In the case of delivery within the European Union, client must provide in good time prior to the contractually agreed delivery date with his VAT identification number and the related address, applicable for the corresponding contract, as proof of his exemption from VAT. In the event that such notification is not given or not given in good time, CT reserve the right to charge the appropriate VAT.

 

In the case of delivery outside of the European Union the CT is entitled to charge VAT in the statutory amount after delivery if client does not send a proof of exportation to CT within one month after shipment.

5.5 The invoiced purchase price is immediately due without deduction upon handover, unless otherwise agreed in writing. In order for the payment to be considered as timely, the receipt of the amount by the CT to be at its unconditional disposal is essential.

5.6 Insofar as staggered deliveries are agreed or partial deliveries are made, the purchase price is due with every partial delivery. Moreover, the CT is entitled to demand appropriate partial payments.

5.7 In case of a late payment, the client agrees to pay the respective interest in the amount of 8 % above the base interest rate of the European Central Bank. The CT is entitled to exert its due right of retention also in the case of a late payment of the client with respect to previous deliveries.

5.8 If the client is in default of payment or if there are reasonable doubts about his solvency, the CT is entitled to make all demands to the client payable immediately and /or to demand provision of security even prior to delivery /service, to withhold any outstanding deliveries/services from all contracts with the client in whole or in part or to withdraw from the existing contracts in whole or in part.

5.9 The client will only be entitled to the rights of set-off, retention and refusal of performance if its counterclaims have been determined, are undisputed or recognized in a legally valid manner. Furthermore, the client is only entitled to exert a right of retention insofar as its counterclaim is based on the same contractual relationship.

5.10 The CT reserves the right to use payments in order to settle the oldest demand for payment due plus the default interest accrued on it and costs in the following order: costs, interest, demand for payment.

 

Section 6 Traceability of goods

The client is obliged to keep a record when goods delivered by the CT are passed on to third parties so that at any time the client can give information on the further whereabouts of the goods. If, for example, in the case of a recall initiated by the CT, the client cannot give any information on the further whereabouts of the delivered goods, the liability for resulting damage to persons or goods will be transferred to the client.

Section 7 Defects

7.1 The quality and state of the delivered goods will follow the specifications and description of the contractual item provided by the CT in the offer or the order confirmation. The contractual parties agree that the goods are free from defects if they correspond to the state indicated in the specifications at the time of transfer of risk. The delivery of shortages of up to 10 % of the amount agreed in the contract does not represent a defect.

7.2 Claims for defects expire in one year upon transfer of risk according to Section 3.

7.3 The client is obliged to accept work performances or installation services immediately, at the latest within two days following the notification of completion or following delivery. The delivery is considered as a request for acceptance. A record of acceptance must be issued at CT’s request.

7.4 Obvious defects, wrong deliveries or quantity deviations must be notified by the client to the CT immediately in writing – notwithstanding the provisions in Section 7 and Section 640 Subsection 2 of the German Civil Code (BGB) – at the latest within seven calendar days following the delivery of the goods or the acceptance of the works performances Once the client has initiated the further processing, the right to make a complaint will elapse. Claims in respect of hidden defects are to be made immediately, at the latest within seven calendar days following the detection of the same. If the client fails to provide a notification in time, the goods / service will be considered as approved being free from defects and accepted. For clients who are traders according to the German Commercial Code, Section 377 of the German Commercial Code will apply supplementarily.

7.5 Defects have to be notified in writing.

7.6 Following the receipt of the notification of defects, the goods have to be transferred to the CT for inspection at its request, insofar as this is possible without disproportionate effort. Another different procedure must be agreed in writing with the CT. In case of an unsubstantiated notification of defects, the client will bear the costs for the time and effort spent by the CT on the inspection.

7.7 In case of a substantiated complaint, the client, according to the CT‘s choice, is entitled to a rectification of a defect done twice free of charge or to a substitute delivery. Deficiencies will be subsequently delivered. If the rectification of a defect done twice or substitute delivery is not successful within a reasonable period of time, the client is entitled to statutory rights.

7.8 The CT can deny the remedy of defects or the substitute delivery as long as the client does not fulfil its due obligations with respect to the CT. The enforcement of the plea for defects and the client ‘s corresponding rights of refusal of performance and retention due to defects remain unaffected by this.

7.9 The warranty is excluded if the goods/service are not being used appropriately by the client or if it is connected with unsuitable parts (e.g. parts that are not from the CT or do not correspond to the manuals) or are mounted into such parts. Moreover, the warranty is also excluded in the case of normal wear and tear, chemical, electrochemical or electrical influences, hazardous ambience conditions unknown to CT as well as changes to the subject of delivery made without CT‘s consent and in case of non-conformance due to inappropriate action, maloperation and careless treatment, in particular if the client fails to follow the operational and maintenance instructions.

7.10 The previously mentioned restrictions of the warranty do not apply to damage from injury to life, body or health resulting from an intentional or negligent violation of duty by the CT or one of its legal representatives or agents. The previously mentioned restrictions of the warranty also do not apply to other damage resulting from an intentional or grossly negligent violation of duty by the CT or one of its legal representatives or agents or if the other damage has occurred due to the absence of a guaranteed condition or due to fraudulent concealment of a defect. The time restriction of the claims to one year according to the above Section 7.2 does also not apply to the damage and the corresponding claims described in this paragraph.

7.11 The assignment or pledge of warranty claims without transferring the goods to a third party is excluded. The client undertakes to inform the CT immediately and fully if warranty claims should be made against the client by its own customers.

7.12 The CT‘s liability for consequential damage caused by a defect is excluded unless such damage is due to an intentional or grossly negligent breach of duty by the CT. In this respect, the Client undertakes to indemnify the CT against any claims of its customers resulting from consequential damage caused by a defect, unless the CT intentionally or grossly negligently breaches its obligations.

 

Section 8 Liability

8.1 Any claims for compensation of damages of the client, irrespective of the legal basis, directly or indirectly in connection with the order, with the delivery or the use of goods/services of the CT or with the recourse to work performances are excluded. This liability exclusion does not apply in the case of violation of an essential contractual obligation (cardinal duty). Cardinal duties are duties whose fulfilment enable the proper execution of this contract in the first place and on the adherence to which the contractual partner periodically relies and is allowed to rely on, hence rights and obligations which the contract should indeed grant according to its content and purpose.

8.2 The liability of the CT is in any case restricted to the compensation of the foreseeable damage typical to the given type of contract. Claims for compensation (of damages) of the client to the CT which go back to contractual penalty claims of the client ‘s customers, are by no means foreseeable for the CT and are not typical for the contract in the above-mentioned sense. The CT is entitled to furnish proof of a lesser damage.

8.3 Insofar as the damage is covered by insurance taken out by the client for the respective damage situation, the CT is only liable for possible disadvantages of the client in connection therewith, e.g. higher insurance premiums or interest disadvantages, until the insurance company settles the claim.

8.4 The previously mentioned liability exclusions and limitations do not apply to damage from injury to life, body or health resulting from an intentional or negligent violation of duty by the CT or one of its legal representatives or agents. Nor do the previously mentioned liability exclusions and limitations apply to other damage resulting from an intentional or grossly negligent violation of a duty by the CT or one of its legal representatives or agents or if the other damage has occurred due to the absence of a guaranteed condition or due to fraudulent concealment of a defect.

 

Section 9 No-fault liability/product liability

If a third party should make claims on the CT due to no-fault liability, in particular due to product liability, the client will take over the liability to the extent that he would also be directly liable. The liability of the CT is – insofar as legally possible – excluded for measures of the client regarding damage prevention, such as product recalls.

Section 10 Reservation of ownership, reservation of copyright, secrecy

10.1 The CT reserves the ownership of all its goods / services (reserved goods) until all claims arising from the business relationship with the client have been settled. This also applies to items which are installed or handed over within the scope of work performances. The reservation of ownership with respect to the client also remains in place if the claims of the CT are included in a current invoice (current account) and the balance has been drawn and accepted (reservation of current account). The transfer of risks according to Section 3 remains unaffected.

10.2 The client shall treat the reserved goods with care. The client is obliged to sufficiently insure the reserved goods at its own cost at the gross invoice value against damages caused by fire, water and theft and already assigns its claim for compensation from these insurance contracts in the amount of the gross invoice value to the CT. The assignment is hereby accepted.

10.3 The client is entitled to resell the delivered goods exclusively in the correct course of business, provided that it fulfills its contractual obligations with respect to the CT and that the resale results in a compensation claim at least equal to the amount of the purchase costs. In case of a resale of the reserved goods by the client, the client in turn shall until full payment only deliver these under effectively agreed reservation of ownership to its customers (transferred reservation of ownership), in which case the reservation of current account according to Section 10.1 does not apply to the transferred reservation of ownership. The client assigns all its claims against its customers or third parties arising from the resale of the reserved goods and also any possible claims due to the client in future to the CT in advance according to the gross invoice value of the deliveries or the coownership portion of the CT. The CT hereby accepts the assignment. In case of processing, combining, amalgamation and / or mixing of the goods / services of the CT with external goods, the assignment of claims will only apply in the ratio of the gross invoice value of the reserved goods to the value of the external goods sold at the same time. The client is still entitled to collect claims even after the assignment. The entitlement of the CT to collect the claims itself remains unaffected. However, the CT is obliged not to collect the claim as long as the client duly performs its payment and other obligations. Should the client, however, be in default of payment, the CT is entitled to notify the client‘s customers of the assignment of the claim or the reservation of ownership and to collect the claims itself. The client shall transfer the earnings from the resale of the reserved goods in each case to the CT without delay insofar as claims are or become due.

 

In case of suspension of payments, insolvency application for the assets of the client or non-fulfilment of its obligations with respect to the CT, the authorizations for the resale of the reserved goods and for collection of claims with respect to the client‘s customers will automatically expire and are transferred to the CT. The client is obliged to disclose the assigned claims and their debtors at the CT‘s request, to provide the CT with all data required for the collection and to surrender the appropriate documents, in particular accounting records.

10.4 A processing, combining, amalgamation and / or mixing of the reserved goods by the client will always take place on behalf of the CT, without the CT being bound thereby. In the case of processing, combining, amalgamation and / or mixing together with items not belonging to the CT, the CT becomes co-owner of the new item in the ratio of the value of the reserved goods item to the other items at the time of processing, combining, amalgamation and/or mixing. If the client acquires the sole ownership of the new item it will be agreed that the client will assign a co-ownership to the CT according to the proportional gross invoice value. The client will keep the thus generated sole or co-ownership safe for the CT. With respect to the goods arising from processing, combining, amalgamation and / or mixing the same incidentally applies as for reserved goods delivered under reservation of ownership.

10.5 In the case of violation of the contract by the client, in particular in case of default payment, the CT is entitled to take back reserved goods which have not yet been paid for. In this respect, the client does not have a right to ownership. After taking back the goods the CT is authorized to make use of them. The proceeds from utilization will be credited against the client‘s debts minus the costs of utilization. The client has the option of proving that the utilization has caused inappropriately high costs, in which case the corresponding difference will not have to be borne by the client.

10.6 The client is not entitled to pledge or to transfer the reserved goods by way of security. The goods delivered by the CT are expressly excluded from a transfer of entire warehouses by way of security. In case of debt enforcements or attachments, the client must point out the existing reservation of ownership and notify the CT in writing without delay so that the required countermeasures can be taken. The client is liable for the judicial and extrajudicial costs incurred by the CT through this if compensation cannot be achieved by other means.