Sales and delivery terms

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Sales and delivery terms for DEPOLT, company register-no. 302748006, which apply between the parties as seller and purchaser, unless otherwise agreed in writing, hereinafter referred to as seller and purchaser. An agreement is only entered into once the purchaser has received a written order confirmation from the seller and only content in this order confirmation is binding on the seller. The seller undertakes no responsibility for any errors or information in supplied written material regarding products prepared by suppliers. This applies to any form of sales material, description, user guidance, etc.

All sales are at the agreed prices in accordance with an order confirmation or invoice. The prices are exclusive of VAT, unless otherwise stated. Orders are supplied Incoterm 2010 to the purchasers warehouse, unless otherwise stated on the relevant order. Changes to public charges of any kind, including import and export charges and customs duty, that occur after the sellers order confirmation are no concern of the seller and must be borne by the purchaser. Payment must be made no later than the date specified as the final punctual payment date on the order. If a due date is not specified, payment must be made in cash by the invoice date. If delivery is delayed due to the circumstances of the purchaser, the purchaser is still obliged to make any payment to the seller as if the delivery had been made on time, unless the seller has informed the purchaser otherwise in writing. If payment is made after the due date, the seller is entitled to calculate interest on the unpaid debt existing from the due date onwards at 2% per month commenced. The purchaser is not entitled to offset any counterclaims against the seller that have not been acknowledged in writing by the seller, and is not entitled to withhold any part of the purchase sum on the grounds of counterclaims of any kind. The seller retains ownership of the supplied item in all respects. The delivered item thus remains the sellers property until the entire purchase sum and any supplementary charges accrued and all other demands resulting from the business relationship are paid by the purchaser.

Delivery takes place on surrender of the item to the first transporter with the purpose of dispatching the item on to the purchaser. The date of delivery stated on the invoice is binding on the seller, unless subsequently agreed otherwise. Where delivery to the purchasers location has been agreed, the item will be made available to the purchaser for unloading. The purchaser is obliged to check the item on receipt and make the necessary staff available for unloading. The purchaser will be debited for any charges for any time waiting to unload at the purchasers location or other delivery location specified by the purchaser. The purchaser must also cover any costs resulting from not being able to receive the item at the agreed delivery time. If any delivery delays are the result of the seller being in a situation as a result of force majeure, the delivery date will be postponed by the duration of the delay, although both parties will be entitled to cancel the agreement without liability once the delay has lasted for more than 3 months. This condition applies regardless of whether the cause of the delay occurred before or after the agreed delivery time. In the above circumstances, the seller must inform the purchaser immediately of any changes to the delivery time. Under no circumstances is the purchaser entitled to damages for either direct or indirect losses resulting from delays. The risk for the purchased item transfers to the purchaser once the item has been handed over by the seller/supplier for dispatch. If the seller is not able to deliver due to the circumstances of the purchaser, the risk for the item is also transferred to the purchaser, once the information regarding the above circumstances has reached the seller and the item has been placed at the purchasers disposal. The seller is not responsible for failure to fulfil its obligations as a result of force majeure, including war, riots, civil disturbances, government intervention or invention by local authorities, strike, blockade or lockout, export or import prohibitions, natural catastrophes or bad weather conditions, fire, lack of work force or energy supply or any other reason that is beyond the sellers control and which prevents the seller from fulfilling its obligations. The above force majeure clause is valid whether the obstacles to fulfilment affect the seller itself or one of the sub-suppliers or transporters selected by the seller. If the purchaser wishes to invoke a qualitative or quantitative defect, the purchaser must immediately inform the seller of this in writing and state the nature of the defect. In addition, the seller has no responsibility for losses. No compensation is thus payable for operating losses, loss of profit and other direct or indirect losses as a result of defects in the item. It is the responsibility of the purchaser to make any complaints regarding transport damage to the transporter immediately on receipt. Any cancellation or changes to the order, including change to specifications, quantity or delivery date made by the purchaser, must be agreed in writing in each individual case. Any costs associated with the cancellation or change must be borne in full by the purchaser. All items are sold without guarantee, unless otherwise agreed in writing. Any guarantee agreement for an item is solely to be considered a passing on of the manufacturers guarantee and thus no claims may be brought against the seller in relation to the relevant guarantee declaration. If an agreement regarding the return of items has been made, the purchaser will pay all costs in connection with the return of the items, and the risk for the items remains with the purchaser until the seller has confirmed to the purchaser that the returned items have been received in a defect-free condition. The items must be unused, in a defect-free condition and in the original unbroken packaging. The items must be free of dirt. Payment for returned items must be agreed in writing in each case. Unless otherwise stated in mandatory provisions, the following applies with regard to the sellers product. The seller is only responsible for personal injury if it can be shown that the injury was the result of a mistake or negligence committed by the seller or other party for which the seller is responsible. The seller is not responsible for damage to real or personal property that might occur while the item sold is in the possession of the purchaser. Neither is the seller responsible for damage to products manufactured by the purchaser or to products in which these are incorporated. In general, the seller is responsible for damage to real and personal property on the same terms as for personal injury. The seller is not responsible for operating loss, lost earnings or other indirect losses. To the extent the seller may have product liability with regard to a third party, the purchaser is obliged to indemnify the seller to the same extent as the sellers liability is limited in accordance with the three points above. These restrictions to the sellers liability do not apply if the seller has been guilty of gross negligence. If a third party brings a claim of liability for damages against one of the parties in relation to the point above, this party shall immediately inform the other of this. The seller is only independently liable for damages for product damage caused to other objects (business objects) if it is documented that the damage that occurred was the result of a defect in the item originating from a fault caused by the seller. The sellers independent liability for damage to objects may never exceed Euro 1.300,000.00. The seller is solely responsible for negligence liability for 3 years after the day the injured party became aware or should have been aware of the damage and defect. The seller and purchaser are reciprocally obliged to allow proceedings against themselves at the court or court of arbitration that is handling the claim for compensation brought against one of them due to a claim it is asserted was caused by the item sold. In the event of disagreement between the parties, any dispute shall be settled at the court in Vilnius. To the extent these sales and delivery terms do not regulate the relationship between the parties, the United Nations Convention on Contracts for the International Sale of Goods, CISG, applies. If one or more of the terms of these sales and delivery terms might be or become ineffective or inoperative, this ineffectiveness/inoperability does not affect the effectiveness/operability of the other terms.