General Terms of Business
All offers and agreements are based solely on the general terms of
business of NTI-Kahla GmbH (hereafter referred to as NTI). We do not accept any terms from the purchaser that are contrary to or deviate from our terms, unless we have expressly agreed to the terms in writing. Our terms of sale also apply if we supply goods to the purchaser without reservations in the knowledge that the purchaser's terms are contrary to or deviate from our terms of business.
All agreements made between NTI and the purchaser for the purpose of carrying out this contract are given in writing in this contract.
Our terms apply only to companies in accordance with § 310 Para. 1 BGB (German Civil Code).
We reserve the right of ownership and copyright of illustrations,
diagrams, calculations and other documentation. This also applies to any written documents designated "confidential". The purchaser requires our express written agreement before passing such documents on to a third party.
Offers from NTI are subject to confirmation and are not binding for repeat orders.
Delivery times given by NTI are approximate,
unless a binding agreement has been given in writing.
Force majeure or other circumstances beyond the control of NTI, in particular hold-ups in traffic and production, a shortage of raw
materials, fire that causes permanent damage, entitle NTI to withdraw entirely or in part from the contract.
In the case of a delay in delivery, the purchaser may only withdraw from the contract after a minimum period of four weeks from the due date of delivery.
NTI reserves the right to make a part delivery, which can be invoiced immediately.
On dispatch, the transfer of risk is in accordance with § 447 BGB, even if carriage paid, fob or cif delivery has been agreed.
Prices are ex factory. Offer prices do not include packing or delivery costs or transport insurance. These costs are invoiced separately. All prices exclude the sales tax valid on the date of issue of the invoice.
5. Terms of payment
In general delivery is against prepayment. Other terms of payment require a special agreement. Drafts and cheques will only be accepted by NTI subject to discounting against payment of all charges. All costs relating to drafts and cheques are borne by the purchaser.
On default of acceptance or payment by the purchaser or if the
purchaser's unfavourable financial situation becomes evident after
conclusion of the contract, NTI can demand payment of any unpaid invoices and require security for deliveries which are still outstanding.
In this instance NTI also reserves the right to withdraw from the
contract and demand compensation in accordance with the legal
6. Place of performance
Place of performance is Kahla, Thuringia, Germany.
7. Default of acceptance
If the purchaser is in default of acceptance or is guilty of violating other duties to cooperate, NTI is entitled, subject to further claims, to demand compensation for any costs incurred, including any additional
expenditure. In this case the risk of accidental destruction or accidental deterioration of the ordered goods is transferred to the purchaser at the point of time the purchaser is in default of acceptance or payment.
The purchaser is obliged to accept the goods and to store them properly, even if defects are apparent. A claim for defects apparent on the goods should be made in writing within one week of receiving the goods. For other defects the time limit of one week is valid from the time the defect is established.
Any delay in notifying us of defects renders the guarantee invalid.
NTI guarantees only to repair or replace goods. If the purchaser is not satisfied, the purchaser is entitled to withdraw from the contract or request a discount. The purchaser is not entitled to withdraw from the contract in the case of minor violations of the contract or in the case of minor defects.
The guarantee is valid for one year after delivery of the goods in
accordance with § 438 Para. 1 Nr. 3 BGB.
9. Retention of title
NTI retains ownership of the goods supplied until all payments for the respective supply contract have been received. The purchaser is entitled to use the goods in accordance with normal business practice. Revenue received for goods supplied by NTI should be used in the first instance for making payment for the respective supply contract. In this respect the purchaser acts as a fiduciary agent for NTI.
If NTI withdraws due to default of payment and exercises its right of ownership, after a right of payment already exists from the supply
contract, the purchaser loses the right to object to NTI about the rescinded contract. NTI can only deduct the current value of the
repossessed goods from the right of payment claim.
10. Limitation of liability
In the case of a minor negligent breach of duty, NTI's liability for payment of compensation for damages and costs is limited to direct average damages or costs that could be reasonably predicted and are contractually typical for the type of goods. This also applies to any minor negligent breach of duty of the legal representatives or vicarious agents of NTI.
NTI is not liable for damages incurred by the purchaser due to missed deadlines agreed with their contract partners, due to contract penalties or due to other unusual or untypical circumstances. The customer is obliged to inform NTI of the risk of exceptional and/or considerable direct or indirect damages, which may arise from the delivery of defective goods or a delay in delivery. There is no liability in the case of any minor negligent violation of fundamental contractual obligations.
The above limitations of liability do not apply to claims arising from product liability, to damage to a person or a person's health attributable to NTI or to loss of life.
Claims for compensation due to a defect are limited to one year from the date of delivery of the goods. This does not apply in the case of gross negligence by NTI, damage to a person or a person's health
attributable to NTI or in the case of loss of life.
11. Offsetting and assignment
The purchaser only has set-off rights if the purchaser's counterclaims are legally established, undisputed or accepted by NTI.
Also the purchaser is entitled to exercise the right of retention insofar as the counterclaim is based on the same contractual relationship. Assignment of claims by the purchaser is not permitted without the consent of NTI.
12. Jurisdiction, severability clauses
German law is agreed for the privity of contract between NTI and the customer. The UN Convention on Contracts for the International Sale of Goods is not applicable.
Jena is agreed as the court of jurisdiction. This also applies if
the customer does not have a court of jurisdiction in Germany or if the residence or usual residence of authorised representatives is unknown at the time of the initiation of legal proceedings.
If any specific provision in the contract, including the above terms of delivery and payment, should be or become wholly or partially
inoperative, this does not affect the validity of the other provisions.
The wholly or partially inoperative provisions should be replaced by
a provision that is as close as possible in economic terms
to the inoperative provisions.