Our General Terms and Conditions of Sale shall exclusively apply to all sales between us and our clients. Any differing conditions or terms of the buyer regardless of any specific or general conditions which may appear on the purchase order or other documents of the buyer shall not apply. Any agreement affecting the execution of this condition of sale must be in writing.
2. Offer and Conclusion of Sale
No offer shall be binding for Lemorau unless expressly agreed in writing to be binding. Any quality data or information contained in data sheets, brochures and other oral or written information shall be deemed guidance on principles only and an invitation to treat as opposed to a firm offer.
The Sale shall become binding only once Lemorau has confirmed the order in writting. If the buyer then requests or causes any additional modifications to the order data Lemorau may correspondingly adjust any Sale terms affected thereby. Any oral arrangements as well as any such additional modifications of the order data shall not be binding until Lemorau has confirmed them in writing.
3. Prices, Terms of Payment, Delay
Unless agreed otherwise, the prices are ex works without packing charges and transport costs and expenses and exclusive of the valid VAT. The buyer bears the applicable VAT as well as all packing charges, transport costs, fees, other taxes and duties in conection with the deliveries.
We reserve the right to adapt prices, for confirmed orders as well, to reflect any increase in our costs, for any reason beyond our control, like force majeure, short-age of primary material or labor, strikes, official orders, transportation or similar problems, if this increase happens after confirmation of order but before delivery of goods.
Payments are not considered to be settled until Lemorau receives payment con-firmation from its bank. Lemorau may at its sole discretion require the buyer to pay for delivery in advance. The goods shall not be delivered to the buyer until full payment.
4. Delivery and Passing of Risk
Unless otherwise agreed, Lemorau shall choose the mode of dispatch and the dispatch is at the buyer’s risk and expense. The packing shall be determined upon confirmation of the order. Transportation insurances shall only be concluded upon the buyer’s explicit instruction and at its own expense.
Lemorau’s written confirmation (including by e-mail) of the order shall be authoritative for Delivery time, mode and quantity. Estimated Delivery time upon confirma-tion of order may vary due to the number of machines in production, number of orders and any case of force majeure (see below).
We reserve the right to postpone delivery in the case of force majeure for the duration of the obstruction plus a reasonable period of recuperation. Should delivery have become impossible by an act beyond our control we reserve the right to partially or completely rescind the Sale. Strikes, unforeseeable events or interruptions of operations are considered force majeure, should we have no influence over these events. Failure to comply by a supplier only gives us the right to rescind the contract, if a replacement deal was made and failed to comply.
We reserve the right to partial deliveries unless the client has no interest in them. Unless failure to comply or delay of delivery was caused by us, our lawful represen-tatives or auxiliary persons by gross negligence or intentional acts, we will not be liable for noncompliance.
The risk of loss or damage shall pass to the buyer at the latest upon dispatch of the goods. If Delivery is delayed due to circumstances within the buyer’s reasonable control, the price risk shall pass to the buyer at the date of notification of readiness for Delivery.
5. Warranties and Liability
The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number.
Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period.
Defective products must be kept available for Lemorau’s inspections for 14 days from the date of the notification and must not be returned to Lemorau earlier. Upon Lemorau’s request, specimens of the goods found faulty must be sent back to Lemorau. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Lemorau shall have no liability for such defects or incompleteness.
The buyer must immediately notify Lemorau if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Lemorau based on the defective goods, nor shall Lemorau be obliged to indemnify it.
Lemorau warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of Delivery and will be free from defects in material and workmanship for a period of 12 months from Delivery. During this period of 12 months any parts with defect will be replaced free of charge, however transportation of the same is at buyer’s expense. This warranty is given subject to the other express conditions set out in these general conditions of sale.
6. Technical Advises
Our technical advises are given according to our best knowledge and experience. Buyer is obliged to apply due diligence in verifying applicability of our advice to his special conditions of production or application.
Concerning our technical advises, which are given free of charge, we will only be liable for damages caused by gross negligence or deliberate acts from our part or by our lawful representatives or auxiliary persons. Unless intentional violation of conditions of sale has been proven, we will only be liable for damages that occur foreseeable and typically.
Any of Lemorau’s conditions of sales obligations may be fulfilled by any other company within the Lemorau group which is expressly accepted by buyer.
The buyer must not assign any of its rights or obligations without Lemorau’s prior consent.
Lemorau may cancel the Sale with immediate effect if the buyer enters a voluntary arrangement with its creditors, is subject to a bankruptcy proceeding, suffers an administration order, goes into liquidation or has a receiver appointed.
If any part of any provision of these conditions is deemed illegal, void or unenforceable it shall be deemed severed from the remainder of these Conditions which shall remain in force.
No waiver of any provision by Lemorau shall be deemed a waiver of any subsequent breach by the buyer.
No variations to these Conditions shall be binding unless agreed in writting by Lemorau.