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General Conditions of Business of PRIME Memorysolution Inc.
-> 1. Scope of Application
-> 2. Offer and Conclusion of Contract
-> 3. Terms of Delivery
-> 4. Prices and Payment
-> 5. Passing of Risk and Shipment
-> 6. Retention of Title
-> 7. Notification of Defects and Warranty
-> 8. General Limitation of Liability
-> 9. Severability
All deliveries, services and offers of PRIME Memorysolution Inc. (hereinafter referred to as: PRIME) are exclusively made/rendered on the basis of these General Conditions of Business. They shall also apply to all future business relations, even if they are not expressly agreed to again. They are accepted upon placing an order, at the latest upon accepting the goods.
Any diverging terms and conditions of the buyer that are not expressly recognized in writing shall be nonbinding even if they are not expressly contradicted.
The German wording of these General Terms and Conditions shall prevail.
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Offers are submitted without engagement and not binding. Any details stated in advertising texts and letters are not to be regarded as guaranteed attributes of the product or guarantees, unless otherwise agreed.
The sales staff of PRIME is not authorised to enter into oral collateral agreements or give oral warranties that go beyond the content of the written sales contract.
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Delivery dates or periods that can be agreed in a binding or nonbinding manner must be stipulated in writing.
Even in case of bindingly agreed periods and dates, PRIME shall not be liable for a delay in deliveries or services due to force majeure and due to any events that essentially complicate or even make impossible the delivery by PRIME not only temporarily - this includes industrial disputes, governmental orders, etc., also if such impediments should occur at suppliers of PRIME. This shall entitle PRIME to postpone the delivery or service by the duration of the impediment plus a reasonable start up period or to withdraw completely or in part from the contract with regard to the part not yet performed. PRIME shall immediately inform the Buyer about such impediments. If the impediment should last for more than two months, the Buyer can withdraw from the contract not yet performed. The Buyer shall not be entitled to claims for damages.
In case of contract changes that may influence the delivery period, that period shall be extended accordingly, unless specific agreements are made in this regard.
PRIME shall be entitled to retain services/deliveries as long as the Buyer is in default with its contractual duties under other contracts.
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Unless otherwise indicated, all prices are understood ex warehouse plus value-added tax at the respective legal rate. Packaging, shipment and insurance are generally invoiced separately.
Unless otherwise agreed, invoices shall be due and payable without deduction within 1 days from the date of invoice. In case of a default in payment in relation to one invoice, periods of payment of all other invoices shall be reduced to one week from the date of invoice. In case of a default in payment, interest shall be charged at a rate of 8 percent above the respective basic interest rate. Further claims remain reserved.
The Buyer shall only be entitled to a set-off if its counter-claims have become indefeasible, are undisputed or have been recognized by PRIME. The Buyer is only entitled to a retention as far as the counterclaim arises from the same legal relationship.
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The risk shall pass to the Buyer as soon as the consignment has been handed over to the person performing the transport or has left the warehouse of PRIME for the purpose of shipment. Route and means of shipment shall be chosen by PRIME, unless expressly otherwise agreed. The goods shall be insured at the Buyer's request and expense. If the shipment is delayed at the Buyer's request or for reasons that the Buyer is responsible for, the goods shall be stored at the Buyer's expense and risk beginning with the notification of readiness for dispatch.
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PRIME reserves its title to the purchased goods until the receipt of all payments under the contract. That retention of title shall continue to exist until all claims resulting from the business relation, including future claims, have been settled.
In case of conduct contrary to the terms of contract, in particular in case of default in payment, PRIME, after giving a warning and granting an additional period, shall be entitled to withdraw from the contract and take back the goods. Withdrawal from the contract is not required in order to claim the retention of title. In doubt goods are taken back for security purposes.
In case of attachment or other interventions by a third party, the Buyer has to inform PRIME immediately in writing.
The Buyer shall be entitled to process or sell the reserved goods in the ordinary course of business, as long as the Buyer is not in default. Any pledging or transfer by way of security is impermissible. Already now, the Buyer assigns the claims resulting from resale or on other legal grounds (insurance, tortuous act) with regard to the reserved goods (including all balance claims from current accounts) to their full extent to PRIME for security purposes. PRIME revocably authorises the Buyer to collect the assigned claims in its own name for PRIME's account. This authorisation to collect can be revoked if the Buyer does not fulfil its obligations to pay.
Any processing or transformation of goods shall be made for PRIME as the manufacturer, but without obligation on part of PRIME. In case the (co-)ownership of PRIME becomes extinct due to combination, it is agreed already now that part of the (co-)ownership of the uniform matter shall pass to PRIME on a pro-rata basis with regard to its value (invoice value). The Buyer shall administer the (co-)ownership of PRIME free of charge. The (co-)ownership rights resulting that way shall be regarded as reserved good within the meaning of these terms and conditions.
PRIME can demand the Buyer to disclose the assigned claims and the debtors, hand over all documents required for the collection and inform the debtors about the assignment.
PRIME undertakes to release the securities due to PRIME at the Buyer's request as far as the value of the securities exceeds the claims to be secured by more than 20 percent.
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PRIME warrants that the products are free from manufacturing defects and material defects. Unless otherwise agreed, the warranty period is two years.
The Buyer has to inspect the good as to quantity, condition and guaranteed attributes of the product immediately upon receipt. Any obvious defects have to be notified to PRIME immediately in writing. Any defects that, even by careful examination, cannot be detected immediately have to be notified to PRIME in writing without delay as soon as they are detected. Any warranty in case of normal wear and tear is excluded.
In case of justified complaints, PRIME can, at its option, either rectify the defects or deliver replacement. If the rectification or replacement should fail within a reasonable period, the Buyer can rescind the contract or demand a reduction of the purchase price.
If operating or maintenance instructions are not observed, the product is altered, parts are substituted or consumables are used that do not correspond to the original specifications, any warranty shall become extinct, unless the Buyer refutes a respectively substantiated assertion that one of the above conditions has caused the defect.
If, at the time of the passing of risk, the goods sold should lack a warranted characteristic, the Buyer shall have a right of rescission. Damages can only be claimed as far as the warranty was given for the purpose of protecting the Buyer against the damage incurred.
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Any claims against PRIME as well as its vicarious agents and assistants for damages for a breach of collateral contractual duties and for torts are excluded, except in cases of intent or gross negligence or breach of a material contractual duty or in case of damages to health or body of a human being. The same shall apply to claims for damages as far as compensation for indirect damage or consequential damage caused by a defect is claimed. Any liability shall be limited to the damage that is typical in such cases and foreseeable at the time of the conclusion of the contract.
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If any term or condition in this General Conditions is null and void or will become null and void, then the effectiveness of all other terms and conditions shall not be impaired thereby. All terms and conditions of these General Conditions are severable.
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