ATTENTION: Any order for Items shall constitute acceptance of the following Terms and Conditions. Additional or different terms not specified in the present Terms and Conditions for sale are not applicable.
In the present Terms and Conditions for Sale, "Seller" means AMCOR GmbH;
"Buyer" means a person engaged in business activities and making an order;
"Items" means products (e.g., equipment, materials, software, goods) and/or services (e.g., repairs, diagnostics, installation) sold under the Contract;
"Contract" means a written agreement (including these Terms and Conditions) entered into between the Buyer and the Seller for the supply of Items and/or Services;
"Services" means agreed actions performed by the Seller and/or a third party as agreed by the Parties in accordance with the Seller's Order Confirmation Form;
"Contract price" means the aggregate amount of money to be paid for the purchase of Items and/or the provision of services as specified in the Contract and any agreed adjustments thereto;
"Claims" means all claims, causes of action, obligations, damages, judgments, fines, losses, costs and expenses (including, without limitation, attorneys ' fees and costs of litigation) arising in the course of execution of the Contract at the initiative of one of the Parties;
"Delivery" means the physical transfer of Items from the Seller to the Buyer in accordance with the Contract.
2.1 All orders shall be made in writing. The procedure for the Buyer's order review and improvement is carried out in accordance with the present Terms and Conditions for Sale. Any terms, conditions, requirements, or provisions made by the Buyer that are not contained in the Seller's offer or otherwise agreed in writing by the Seller shall not be binding on the Seller.
2.2. These Terms and Conditions for Sale shall enter into force for the Parties and become effective from the date of acceptance of the Buyer's order according to the Seller's Order Confirmation Form. If the details of the Items or Services described in the Seller's offer differ from those specified in the Order Confirmation Form, the latter shall be applied.
2.3 No changes or modifications to the Contract shall apply unless they are agreed in writing by both Parties. However, the Seller reserves the right to make changes and/or improvements to the Item prior to delivery to the Buyer, provided that these changes and/or improvements will not affect the performance of the Item and that such changes and/or improvements will not affect either the Contract price or the delivery date.
3. DELIVERY, STORAGE, TRANSFER OF TITLE AND RISK OF LOSS. DAMAGE, LOSSES
(i) for shipments that do not involve any export the Seller shall deliver the Items using FCA terms; (ii) for shipments within the European customs territory, CPT; (iii) for other export shipments, FOB (by sea), FCA (by air) or CPT (by rail/road). Partial and advance delivery is allowed. The title and the risk of loss of the Items shall pass to the Buyer upon delivery, unless otherwise provided by the Contract or the present Terms and Conditions for Sale. In case of impossibility to accept Delivery on the appointed date, the Buyer shall bear all the costs associated with storage, transportation, and insurance of the Items. The title and risk of loss of Items that will be shipped to the destination directly from countries other than the Seller's country of location (drop shipping) shall pass from the moment the Items leave the territorial land/seas/airspace of the sending country. The Seller retains title to any Items leased to the Buyer. If it is stipulated in the Contract, compensation for the Buyer’s damages in case of late delivery of Items or services provision shall be the SOLE AND EXCLUSIVE RESPONSIBILITY of the Seller.
4. EXCUSABLE DELAYS
Neither Party shall be liable for violations to the extent that its performance is delayed or becomes impossible due to (i) reasons beyond its reasonable control, (ii) in particular, but not limited to, natural disasters, government actions, fires, severe weather, earthquakes, strikes/other labor disturbances, armed conflicts, terrorism, epidemics, civil unrest, or other circumstances of force majeure; (iii) in case of Seller, due to the Buyer's actions/omissions aimed at violating the terms of the Contract, in particular in the case of non-payment of the Seller's invoices.
The Seller guarantees the Buyer that: (i) the Items are free from defects, are manufactured with proper quality, and are not subject to third-party claims; and (ii) any services shall be performed competently and in a diligent manner in accordance with any mutually agreed specifications. .1. The warranty period expires: (i) for the Items, 18 months after delivery or 12 months after the beginning of operation of the Items, whichever is earlier; (ii) for services other than repair services, 12 months after completion; and (iii) for repair services, 6 months after completion, provided that the warranty obligations in all cases terminate 18 months after completion or delivery of the Items (or placement into storage).
5.2. If Items do not meet the specified warranties during the applicable warranty period, and the Buyer notifies the Seller in writing within 15 days of the discovery of defects in the Items, the Seller's sole liability shall be as follows: at the Seller's discretion, the latter may re-perform the services, repair or replace the defective Item. If despite the Seller's reasonable efforts, the Item cannot be repaired/replaced/ or services cannot be re-performed, the Seller shall refund or credit the money paid by the Buyer for the Item/Services rendered.
5.3. The warranty period applies to the Items provided that the Buyer meets the following conditions: (i) proper transportation, storage, installation, operation and maintenance; (ii) the Item must not be repaired or modified without the Seller's direction or approval; and (iii) the Buyer keeps accurate and complete records of the Item's operation and maintenance procedures
5.4. The Seller does not warrant the Items against corrosion and normal wear. The Seller is responsible for transporting the Items only to and from the original delivery point. The Buyer is responsible for all customs formalities, costs, and taxes related to any export to the Seller or import of Items sent back to the Buyer.
The Buyer shall pay the Seller all invoices issued without any offsets and in the currency agreed in the Contract. Unless otherwise agreed in the Contract, payment shall be made within 10 days of the invoice date. If the Buyer fails to pay the invoice within 10 days after receiving the Seller's payment notification, the latter has the right to suspend the performance of services and/or Items delivery. Any expenses incurred by the Seller as a result of such suspension shall be paid by the Buyer immediately upon presentation of the Seller's invoices. The fulfilment of the Seller's obligations is extended for a period equal to the period of non-fulfilment by the Buyer of its payment obligations, without taking into account the additional time that the Seller may need to eliminate the suspension of services/delivery of Items that occurred due to the Buyer's fault.
7. ASSIGNMENT OF RIGHTS AND OBLIGATIONS
The Buyer is not entitled to transfer its rights and/or obligations under the Contract in full or in part without the consent of the Seller. The Seller has the right to assign any receivables under the Contract without the consent of the Buyer.
8. COMPLIANCE WITH LAWS, CODES AND STANDARDS
When executing the Contract, the Parties shall be guided by the current German legislation. The Seller is entitled to a fair adjustment of the Contract price and delivery period due to changes in current legislation that occurred after the conclusion of the Contract. If any such change prevents the Seller from fulfilling its obligations without violating applicable law, the Seller has the right to terminate the Contract without any liability before the Buyer. The Buyer agrees not to re-export Items or spare parts to the USA or EU in violation of applicable export control laws.
When providing confidential information, the disclosing Party shall clearly identify it as confidential. The receiving party agrees with respect to such information: (i) use, reproduce or disclose confidential information to a third party only in connection with the Contract and its authorized use (s); (ii) take reasonable measures to protect the confidentiality of such information and prevent its disclosure and unauthorized use; and (iii) provide access to confidential information only to staff who need to be aware of such information to execute the Contract. Confidential information may not be reproduced or disclosed (except as required by law) without the prior written consent of the disclosing Party. The privacy and use restrictions remain in effect after the termination or expiration of the Contract for a period of ten years.
To the maximum extent permitted by applicable German law, and with priority over any conflicting clauses:
Each of the Parties is obliged to compensate the other party for losses resulting from the improper performance of the obligations assumed under the Agreement.
The present Terms and Conditions for Sale may be supplemented by the Parties by signing a bilateral Addendum.