1. Essential Part of Contract: The following GSC are an essential part of all our offers on contracts relating to deliveries and services rendered to commercial customers. If the GSC should not be available in print any customer should refer to http://www.sonepa.com/GSC.html

2. Offers, Contracts: Prior to acceptance we reserve the right to vary our offers. Any contract requires our acceptance in writing; whereby the execution of an order is deemed acceptance. Any variation, supplement or waiver of or under a contract or of any of the provisions of these Sonpena shall be valid in writing only.

3. Prices: Prices - unless otherwise agreed expressly in writing - do not include costs of packing, insurance, freight and value added tax.

4. Tools and Models: They remain our property even if Purchaser pays for them totally or partially.

5. Prepayment, Security: We reserve the right to request a prepayment or security amounting to the purchase price if circumstances arise which could, in our discretion, endanger the collection of the purchase price. This request shall be made in writing. If Purchaser does not pay the prepayment or security within due time after such request, we have the right to rescind the agreement forthwith.

6. Place of Performance: Place of delivery is our production plant or warehouse.

7. Dispatch, Deliveries: Unless otherwise agreed in writing and notwithstanding Paragraph 6. above, all goods are dispatched at the risk of Purchaser. We reserve the right to select the carrier and the routing. Partial deliveries are permitted.

8. Date of Delivery: If an agreed upon delivery date is not met by us, Purchaser has to set in writing a reasonable deadline for final delivery.

9. Transport Insurance: We are authorized to cover appropriate transport insurance on behalf and on account of the Purchaser in an amount at least equal to the invoiced value of the goods.

10. Retention of Title: The goods sold shall remain our property until all claims arising out of our business relationship with Purchaser have been satisfied. If the goods have been processed or finished by Purchaser, our title shall extend to the new finished product.
If the goods have been processed, combined or mixed by Purchaser with goods of Purchaser or third parties, we shall acquire joint title pro rata, to that part of the goods that represents the invoiced value of our goods in relation to the total value of the other goods which have been processed, combined or mixed.
In the event our goods are combined or mixed with main goods of Purchaser or of any third party, Purchaser hereby assigns its rights to us with regard to the new products. If Purchaser combines or mixes our goods with main goods of a third party for compensation, Purchaser hereby assigns to us its right to compensation from such third party.
Purchaser may, in the ordinary course of his business, resell any goods which are subject to our retention of title. If, upon such resale, Purchaser does not receive the full purchase price in advance or upon delivery of such goods, he shall agree with his customer a retention of title in accordance with these conditions. The Purchaser hereby assigns to us all his claims arising from such resale and his rights arising from the said agreement for retention of title. If so requested by us, the Purchaser shall advise his customer of such assignment of rights and shall provide us with the information and documents necessary to enforce our rights. Notwithstanding the foregoing, Purchaser shall only be entitled to collect payments from claims from such resale to any third party as long as Purchaser properly satisfies his obligations to us.
In the event that the security interests granted to us exceed by more than 100 percent the value of our claims arising out of our business relationship with Purchaser, we shall, upon written request, be obligated to release security interests in excess of said limitation.

11. Force Majeure: In the event of acts of God, such as fire, war, riots, pillage and natural catastrophes as well as of labour disputes and disruptions of transport or plant operations, directions by authorities, lack of energy or raw materials, or other difficulties beyond the control of the parties affecting either party during the term of a contract, all commitments arising from a contract shall be suspended for the duration and scope of the impediment. In each case the parties shall amicably agree if and to which extent suspended deliveries, if any, caused by Force Majeure shall be made up subsequently.

12. Product Information: Information about our products, equipment, plant and processes is based on extensive research and our considerable experience in the field of applied engineering. We provide this information to the best of our knowledge. However, we do not assume any liability except as expressly agreed in the terms of the individual contracts and we reserve the right to make technical modifications in the course of our product development. Purchaser shall not be relieved of its obligation to verify the suitability of our products and processes for the use or application intended by him. This waiver shall also apply to the protection of third party intellectual property rights as well as applications and processes.

13. Complaints: Purchaser shall submit all complaints, particularly those regarding the quality or quantity of the goods, to us in writing without undue delay, in any event not later than 5 working days from discovery of such defects.

14. Warranty: In the event of justified claims relating to the quality of the goods delivered, we reserve the right, in our discretion, to either replace or repair the goods. If our repair fails to remedy the defects, or the replacement goods are defective, Purchaser shall be entitled in its discretion, to either make a setoff from the purchase price or to rescind the contract.

15. Delivery Shortages: In the event of short deliveries, we shall, if reasonable, cover the shortage or grant credit for the respective amount.

16. Limitation of Liability: We can only be held liable for indemnification, on whatever legal grounds, up to the amount of the sales price of the respective goods, without regard to the value of precious metals contained therein. This applies in all cases of normal negligence and in case negligence is based on a legal presumption only.
This limitation of liability shall not apply in all cases of bad faith or gross negligence on our part, or on part of our legal representatives or our employees, or if the breached provision of the contract is essential for its performance, or if express warranties are not met. Furthermore, the foregoing limitation of liability shall not apply to our liability for personal injury or damage to private property under the German product liability laws or any other grounds for mandatory liability under German law.

17. Statements of Account: Purchaser shall verify the correctness and completeness of statements of account, in particular balance confirmations, as well as notes and settlements of accounts. Objections to statements of account shall be given in writing within one month from the date of the respective statement. Any other objections shall be made without undue delay. Failure to make timely objections shall constitute approval.

18. Place of Jurisdiction: Exclusive Place of Jurisdiction shall be for both parties Dordrecht, The Netherlands.

19. Applicable Law: The contract and the legal relationship with the Purchaser shall be governed by and construed in accordance with Dutch Law. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall not apply.

20. Trade Terms: If trade terms have been agreed originating from the International Chamber of Commerce (INCOTERMS), the INCOTERMS as set forth in its latest version under http://www.iccwbo.org/incoterms/preambles.asp shall apply.

21. Severability: Should any of these provisions be deemed wholly or partially invalid, this shall not affect the validity of the remaining provisions.