Any and all deliveries - including any and all future deliveries - shall exclusively be governed by these General Conditions of Delivery and Payment. Purchasing Conditions of the Customer's are herewith explicitly rejected to the extent they are in conflict with these conditions.
2.1. Offers made by ecom are to be understood as non-binding. A binding contract shall be deemed to be concluded only upon ecom`s written confirmation of an order placed by the Customer
2.2. Any amendments and/or supplements to a contract shall likewise become effective only if made respectively confirmed in writing.
2.3. Rights deriving to the Customer from this contract must not be assigned without ecom´s prior written consent.
3.1. Prices are quoted net ex works, exclusive of packing and of VAT.
3.2. Unless otherwise explicitly agreed upon, title in tools used by ecom shall fully accrue to respectively remain with it, even if the Customer bears part or all of their costs.
4.1. If a delay in delivery is caused by reasons of force majeure, the period of delivery is automatically extended appropriately. If such delay exceeds one month, ecom shall, by giving the Customer pertinent written notice, be entitled to rescind the contract.
4.2. If ecom is in delay with its delivery, the Customer shall be entitled to set ecom an additional time period to effect such delivery which must be reasonable under the circumstances. If ecom then fails to perform such delivery within the additional period described, the Customer shall be entitled, by giving ecom pertinent written notice, to rescind the contract.
5.1. Notice of obvious defects, in particular of defects in the packaging and/or due to transportation as well as those concerning the quantity or the identity of the delivered products or of other obvious defects must be given in writing within one week from the date of delivery. With regard to hidden defects this period shall run from the day of their respective recognizability.
5.2. Both for defective deliveries and otherwise, ecom shall, to the exclusion of all other liability, be liable only as follows:
5.2.1. If a product turns out to be defective and is properly notified as such to ecom, ecom shall, at its option, either repair such defect or replace the affected component/product ("supplementary performance"). Title in any replaced components/products shall automatically pass to ecom. When two attempts at such supplementary performance have failed, the Customer shall be entitled, at its option, to either reduce the agreed-upon price or to rescind the contract.
5.2.2. In addition, if all conditions for such liability otherwise required by the law are satisfied, ecom shall be liable for the following damages:
All damages caused by an either intentional or at least grossly negligent breach of a contractual duty either by ecom itself or by a person engaged by ecom to perform all or part of such duties on ecom's behalf. Further, all damages resulting from bodily injury as well as all costs incurred through the above-mentioned supplementary performance, so in particular all costs of transportation, travelling, labour and material. This liability does not include any extra costs resulting from the transfer of the defective product from its original point of destination to its present location.
5.3. For customers acting in a non-private ("business") capacity, the period of all warranty/liability claims set out under 5.2, above, shall be 12 months from delivery, respectively from approval, for all other customers 24 months. For any product and/components delivered or repaired on a warranty basis, the warranty period shall be three months, but shall in no case expire before the original period of warranty.
The continued absolute creditworthiness of the Customer is an indispensable precondition for delivery. If, after the conclusion of the contract, ecom obtains information which warrant reasonable doubts in this respect, it shall be entitled to demand, at its discretion, either advance payment or an appropriate collateral or, if a consideration other than payment in cash had been agreed upon, payment in cash. Alternatively, it may terminate the contract, at its discretion, in whole or in part and/or demand performance plus damages.
7.1. Ecom shall retain full title in every product delivered until that product has been fully paid.
7.2. In return, the Customer is authorized to use such products as an input/component for the manufacture of a new product even before full payment is made. However, such manufacturing/assembly shall be deemed to be carried out by the Customer on behalf and in the name of ecom. With regard to such input/component, the Customer herewith assigns to ecom all rights he thereby obtains in such new product to the extent these rights are to be considered as consideration for the loss/destruction of the pertinent input/component. The Customer shall take proper care of and maintain such new product for ecom.
8.1. Invoices shall be payable within 30 days of receipt of the products, net, without discount.
8.2. The Customer may declare set-offs only with claims that are either uncontested or have become res judicata.
8.3. In case of a substantial deterioration in the financial situation of the Customer, the Supplier shall have the right to demand immediate payment of all claims he has against the Customer.
9.1. If any provision contained in these conditions is or becomes invalid or ineffective, the remainder of these conditions shall not be affected thereby.
9.2. The place of performance for all obligations deriving from this contract shall be the address of the works from which the pertinent delivery shall be respectively has been made.
9.3. This contract as well as the entire business relationship between the Parties shall exclusively be governed by German Law.
9.4. All disputes arising out of or in connection with this contract shall exclusively be decided by the competent court in Stuttgart/Germany. Notwithstanding this provision, ecom shall alternatively have the right to sue the Customer at the court locally competent for the Customer's principal place of business or for the place for which the delivery in question is destined.
ecom instruments GmbH, Assamstadt
December 1st, 2011