Terms and Conditions EPSI Europe GmbH
1. General provision
These general terms and conditions shall apply to all offers, quotations and contracts between EPSI Europe GmbH, hereinafter referred to as "EPSI", and a contracting party, hereinafter referred to as "purchaser". By placing an order by the purchaser with EPSI, the purchaser accepts these terms and conditions, unless the contracting parties have explicitly deviated from these terms and conditions in writing. A general reference to other terms and conditions in documents of the purchaser shall not be considered as an agreed deviation from these terms and conditions.
All offers are subject to change, unless a deadline for acceptance has been set in the offer. This also applies to the prices and terms and conditions listed in our price lists or price lists. The terms and conditions provided at the time of purchase are based on the raw material prices, labor costs and transportation costs applicable at that time. In each case, prices are exclusive of VAT and other governmental charges. EPSI reserves the right to pass on changes in the above costs to the purchaser on a pro rata basis. Notices and/or promises given by or on behalf of EPSI shall only be binding if confirmed in writing by EPSI. If the acceptance by the purchaser (if applicable for subordinate aspects) differs from the offer stated in the quotation or offer, EPSI shall not be bound by it. A combined quote shall not obligate EPSI to deliver any portion of the order at a corresponding portion of the quoted price. Quotations or offers shall not automatically apply to future orders.
An order shall become binding on EPSI only at the time when EPSI has confirmed the order in writing to the purchaser or has started the execution of the order. To prove the content of the order, the order confirmation and/or the administrative documents of EPSI, including the invoice referring to the order, shall be considered as a complete and correct representation of the contract.
4. delivery term
On the part of EPSI the delivery term shall be stated as precisely as possible. However, this stated delivery period is subject to change. A stated delivery term shall never be considered as the ultimate term. A contract can in no case be cancelled because of exceeding a stated delivery time. If the purchaser wants to cancel this contract because of exceeding a stated delivery time, the purchaser has to grant EPSI a reasonable period of grace for the execution of the contract by means of a written reminder, but at least 6 weeks after the reminder. Exceeding the stated delivery time shall not be considered as a breach of contract and shall in no case entitle the purchaser to compensation for damages suffered by him or by third parties.
The products shall be delivered on the basis of the specifications and applications provided by EPSI. The information and recommendations provided by EPSI shall be of a general and indicative nature and shall not be binding on EPSI. The purchaser shall be obliged at any time to check and/or test the products offered and delivered by EPSI for adequacy and usability before their use and to document the results thereof in writing. Damages due to lack of adequacy or fitness for use cannot be charged to EPSI. If the purchaser does not carry out this check in advance, EPSI cannot be charged for damages caused by these products. The quantities of the agreed deliveries may deviate 10% upwards or downwards per delivery without this having any influence on EPSI's obligations and without giving rise to a claim for damages.
Deliveries shall be made ex works of EPSI, and EPSI shall ensure such packaging of the products to be delivered that they reach their destination in proper condition under normal transport conditions. The purchaser shall determine the mode of transport. Costs for shipping, express shipping, postal package and transport insurance as well as the risk of loss or damage shall always be borne by the purchaser. If delivery free destination has been agreed upon, the costs as well as the risk of shipment shall be borne by EPSI. The purchaser shall always provide his assistance with regard to the delivery, including signing of the corresponding receipts or other documents. Waybills, delivery bills or similar documents handed over at the time of delivery shall be considered as proof of the quantities and characteristics of the goods, unless the purchaser has immediately notified EPSI in writing of any objections in this respect. In this case the purchaser shall not have the right to defer payment. If through no fault of EPSI delivery cannot be made to the agreed delivery address, any storage costs and/or additional freight charges shall be borne by the purchaser. In case of delivery on call the purchaser shall be obliged to take delivery of the products within the agreed period. Otherwise EPSI shall be entitled, after simple notification and without any judicial intervention being required, to invoice the sold goods to the purchaser and to store them at the purchaser's expense.
7. Designs, Molds and Tools
Unless otherwise agreed in writing, all designs, sketches, drawings, films, software and other materials or (electronic) data files, if any, made by EPSI within the framework of the contract shall remain the property of EPSI, irrespective of whether they have been handed over to the purchaser or to third parties. The cost price of molds and tools manufactured by EPSI shall be partially charged to the purchaser; these costs shall be paid by the purchaser upon delivery of the first products or samples of these molds. Molds shall always remain the property of EPSI, and EPSI shall be entitled to deliver products made with the help of these molds to third parties.
8. return delivery
In exceptional cases, in case of wrong order, return of delivered products may be agreed upon; in this case EPSI shall refund the purchaser 80% of the originally invoiced value of goods. This applies exclusively to new goods delivered by EPSI in the unopened original packaging. Freight costs incurred in connection with the return delivery shall be borne by the purchaser. Customized products as well as products which are not part of EPSI's standard stock program will not be taken back. Credit notes for return deliveries will not be paid out but offset against future invoices.
9. terms of payment
Payment by Buyer shall be made within 30 calendar days of the date of invoice, net and without deduction of any charges, unless otherwise expressly agreed in writing. In case of full or partial delay in performance, Purchaser shall be deemed by operation of law to be expressly in default, without any further notice of default being required in this respect. EPSI shall then be entitled to charge interest at the rate of 1.5% per month of the amount due, calculated from the due date of the amount payable, starting one month after the expiration of the payment term. If two months after the expiry of the payment term the payable amount has not been received by EPSI or has not been received in full, EPSI shall be entitled to start extrajudicial or judicial collection, respectively, and all collection and judicial costs shall be borne by the purchaser, without the need of the purchaser's consent in this respect. Buyer shall not be permitted to set off any payments against any deliveries or services to EPSI. If for any reason the purchaser is no longer able to dispose of his own working capital, EPSI shall be entitled to cancel immediately and without judicial intervention all current contracts as well as to fully enforce the retention of title described below, without prejudice to the right to possible damages. The provisions of the previous paragraph shall apply accordingly if the circumstances described therein already existed at the time of conclusion of the contract without EPSI having been explicitly informed by the purchaser in this respect.
10. retention of title
The delivered goods shall remain the full property of EPSI until all current and future claims, including interest and collection costs, have been paid in full by the purchaser to EPSI. The purchaser is not allowed to transfer goods sold by EPSI as property or security before their full payment in whole or in part. The processing of the goods delivered by EPSI under the mentioned circumstances shall have no influence on it, and the purchaser shall thus keep the processed goods, respectively the new items acquired therefrom or therewith, as property of EPSI until full payment.
The purchaser is obliged to check the delivered products for quantity and quality immediately after delivery, but in any case as soon as possible, or to have them checked. Possible defects shall be reported to EPSI in writing within 10 days after delivery. Non-visible defects have to be reported to EPSI in writing within 3 weeks after detection, but not later than 2 months after delivery. If defects in the sense of the above are not reported in time, the purchaser remains obliged to accept and pay for the delivered products. The return of defective products by the purchaser can only be done after prior written consent of EPSI and in the way determined by EPSI.
12. Warranty and Complaints
EPSI guarantees that the products to be delivered meet the usual requirements and standards that may be applied to them and are free from defects. This warranty shall be valid for a period of 2 months from the date of delivery of the products. This warranty shall not apply if the defect has arisen as a result of improper or improper use, or if the purchaser or third parties have made or attempted to make changes to the product without EPSI's written consent, or if the purchaser has not fulfilled or has not fulfilled his payment obligations to EPSI in due time. However, the warranty shall be valid again after receipt of full payment by EPSI.
EPSI shall only be liable for damages suffered by the purchaser which are a direct and exclusive consequence of a chargeable misconduct of EPSI, in the sense that only such damages shall be eligible for compensation against which EPSI is insured or should have been insured in view of the circumstances customary in the industry. Not eligible for compensation are operational damages (breakdowns, demurrage and other expenses, loss of profit and the like), regardless of the cause of their occurrence. The purchaser shall insure himself against such damages if he so desires. The damages payable by EPSI shall in any case always be limited to the invoice amount of the goods delivered and/or services rendered by EPSI, including consulting, to which the claim of the purchaser relates. The purchaser shall indemnify EPSI against all claims of third parties with regard to damages against EPSI concerning the use of drawings and/or other things and/or data sent and/or made available by the purchaser to EPSI and shall be liable for all costs arising therefrom.
14. Modification of the terms of sale
EPSI shall be entitled to change these terms and conditions of sale without prior notice. Unless otherwise agreed, for the orders already placed the terms and conditions shall apply which were valid at the time of the written confirmation of the respective orders by EPSI.
15. Legal and Jurisdiction
These General Terms and Conditions as well as all contracts and obligations subject to them shall be governed exclusively by German law. The place of jurisdiction shall be the local court of Osnabrück.