This Agreement constitutes the entire agreement between Crane and you with respect to your use of the Service. Any claim or cause of action you may have with respect to your use of the Service must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
This Agreement shall be construed in accordance with the laws of the State of New York, and the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in New York, NY, the Borough of Manhattan. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. If any inconsistency exists between the terms of this Agreement and any additional terms and conditions posted on the Service, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. Sections 2, 6, 8, 9, 10 and 11 shall survive any termination of this Agreement as well as any other provisions which by their terms or sense are intended to survive.
General Terms and Conditions of Sale for Crane Process Flow Technologies GmbH, Düsseldorf
General Terms and Conditions of Sale for Crane Process Flow Technologies GmbH (“Supplier”) in conformity with the conditions of the Verband Deutscher Maschinen- und Anlagenbauer e.V. (association of German engineering companies), as per March 2002, legalized by the Bundeskartellamt (Federal Cartel Office) under file number B2-117/01
To be used with regard to:
1. a person who is acting in terms of his or her practised commercial or self-employed profession at the time of concluding the contract (entrepreneur);
2. legal persons acting under public law or to public fund assets.
1. Crane, as the Supplier in terms of the following provisions, will take the protection of its ordering Customer’s personal data very seriously and will adhere to the provisions of the Federal Data Protection Act.
2. It is absolutely crucial for the Supplier to be protected against bad debts and therefore in terms of § 4 of the Federal Data Protection Act to collect, process and utilise information about the Ordering Party's patterns of behaviour regarding payment, which will emerge from the contractual business relationship between the Supplier and Ordering Party.
In this respect, the Supplier shall be the responsible party in terms of § 3, paragraph 7 of the Federal Data Protection Act.
3. The Supplier is in a contractual relationship with D & B Deutschland GmbH; the latter is a provider of economic information. The data cited in item 2, which provides information about the Ordering Party's payment-related behaviour, will be made available to D & B Deutschland GmbH and other companies in the association of Bisnode Business Information Group, Stockholm/Sweden, by the Supplier in the form of a file exclusively for the purpose of compiling economic information.
The data and the economic information resulting from this will also be made available by the Supplier to its other affiliated companies (parent, associated and subsidiary companies, etc.).
4. In accordance with § 34 of the Federal Data Protection Act, the Ordering Party has a right to information about the data stored by D & B Deutschland GmbH and the Supplier.
5. The payment data will not be used beyond the legal term for its deletion in compliance with § 35, paragraph 2, no. 4 of the Federal Data Protection Act.
1. All services and supplies of Supplier shall be based on these Terms and Conditions together with any separate contractual agreements made in writing between Supplier and Customer. No purchase terms used or introduced by the Customer shall form any part of the contract between Supplier and Customer.
Save where specifically agreed in writing, a contract shall be deemed concluded by Supplier’s written confirmation of the Customer’s order.
2. Supplier reserves the ownership and copyright of all samples, costs estimates, drawings and any other similar information (in whatever form or media the same may have been created or provided) and the Customer is not allowed to disclose the same to third parties or to allow any third party to have access to the same. Supplier undertakes not to disclose to third parties any information and documents designated by the Customer as confidential (save where the Customer agrees to such disclosure).
Price and Payment
1. In the absence of any specific agreement in writing between Supplier and the Customer prices shall be ex works inclusive of loading at the works but exclusive of packaging and unloading (plus the statutory amount of VAT if applicable).
2. In the absence of any specific agreement in writing between Supplier and the Customer, payment for contract values above EUR 10,000.00 shall be made as follows:
1/3 payment on account after receipt of the confirmation of order,
1/3 as soon as customer has been informed that the main parts are ready for shipment,
the remainder within one further month;
and for contract values below EUR 10,000.00:
net within 30 days,
without (in any case) any deduction, counter-claim, set-off, retention or withholding whatsoever.
Delivery Period, Delayed Delivery
1. Any delivery period or delivery date(s) shall be in accordance with the contract entered into between Supplier and the Customer. Supplier’s obligation to comply with any agreed delivery period or date(s) is subject to resolution of all commercial and technical questions between the parties and to the Customer’s fulfilment of all obligations incumbent upon the Customer, such as e.g. production of the necessary official certificates or licences or performance of advance or on account payments. If this is not the case, a reasonable extension of the delivery period or delivery date(s) shall take place. This shall not apply in cases where Supplier is responsible for the delay.
2. Compliance with the delivery period or delivery date(s) is subject to correct and timely delivery to Supplier. Supplier shall inform the Customer as soon as possible after it becomes aware that any delay in delivery may occur.
3. The delivery period or delivery date(s) shall be deemed complied with if, prior to the expiry of the delivery period or the delivery date(s), the relevant item has left Supplier’s works or if notice has been given that the relevant item is ready for shipment. If and in as far as acceptance has to take place, the date of acceptance, or alternatively the notice of readiness to take delivery, shall be conclusive, except in case of a justified refusal to take delivery.
4. Where shipment or acceptance of the relevant item are delayed by the Customer or due to any default or omission on the part of the Customer, the costs incurred by Supplier as a result of such delay shall be charged to the Customer (beginning one month after notice of readiness to ship or to take delivery is given to the Customer by Supplier).
5. In the case of any non-compliance with the delivery period or delivery date(s) which is due to force majeure, industrial disputes or other events which are beyond Supplier’s control, a reasonable extension of the delivery period or date(s) shall take place. Supplier shall inform the Customer of the beginning and end of such circumstances as soon as possible.
6. The Customer may withdraw from the contract if at any time before delivery it becomes impossible for Supplier to perform the contract. The Customer may also withdraw from the contract if the performance of part of the delivery under a contract becomes impossible and if he has a justified interest in refusing any partial delivery. If this is not the case, the Customer has to pay the contractual price for any partial delivery made. This also applies in any case where Supplier is unable to comply with its obligations. In any other circumstances section VIII. 2. of these Terms and Conditions shall apply.
If the impossibility or inability of Supplier to perform the contact occurs during any period of delayed acceptance or if the Customer is solely or chiefly responsible for the circumstances giving rise to the impossibility or inability, it shall nevertheless be obliged to fully perform its obligations under the relevant contract.
7. If Supplier delays performance of the contract and such delay causes damage to the Customer, the latter shall be entitled to claim a lump-sum compensation for such damage. This compensation amounts to 0.5% per full week of delay subject to an aggregate maximum of 5% of the value of such part of the total delivery that cannot be used in due time or according to the contract as a result of the delay.
If, in accordance with these Terms and Conditions, the Customer fixes a reasonable deadline for performance to Supplier (after the due date) and if this deadline is not observed, the Customer shall be entitled to withdraw from the contract in accordance with the legal provisions of the contract.
Further claims arising from delayed delivery are governed exclusively by section VIII. 2. of these Terms and Conditions.
Passing of Risk and Acceptance
1. The risk of damage to or loss of any delivery item shall pass to the Customer when the delivery item has left the works. This shall also apply in case of partial deliveries and even where Supplier has assumed other obligations under the contract, e.g. shipping expense or delivery to Customer and installation. If and in as far as acceptance has to take place, such acceptance is conclusive as to the passing of risk. Acceptance must be effected immediately at the date of acceptance, alternatively upon Supplier’s notice of readiness to take delivery. The Customer shall not be entitled to refuse acceptance in the case of any non-material defect in the goods.
2. If shipment or acceptance are delayed or do not take place due to circumstances which are not the fault of or are otherwise not caused by Supplier, the risk shall pass to the Customer from the day of notice of readiness to ship or to take delivery. Supplier undertakes to maintain, at the Customer’s expense, any insurances required by the Customer.
3. Partial deliveries may be made where are acceptable to the Customer.
Reservation of Title
1. Supplier reserves title to the delivery item until receipt of all payments under the delivery contract. In the case of the Customer’s non-compliance with the contract, in particular in case of default in payment, Supplier shall be entitled to take back the purchase item. Supplier’s taking back of the purchase item shall not be deemed withdrawal from the contract unless expressly declared as such by Supplier in writing. After the taking back of any purchase item, Supplier shall be entitled to sell it. The sales proceeds (less any reasonable costs of selling the item) shall be credited against the Customer’s debt owed to Supplier.
2. Supplier shall be entitled to insure the delivery item at the Customer’s expense against theft, breakage, fire, water and other damages unless the Customer can prove that it has maintained such insurance itself.
3. The Customer shall not be entitled to pledge the delivery item or to mortgage or charge it to any third party. In the case of pledging or the creation of any other security interest in or over any delivery item in favour of any third party, the Customer shall immediately inform Supplier thereof.
4. The Customer shall be entitled to resell the purchase item in the normal course of business; upon conclusion of the sales contract, however, the Customer shall assign to Supplier all claims owed to it by his customers or by third parties in relation to such resale (whether or not the purchase item was resold without or after processing). The Customer shall be authorized by Supplier to collect such claims after such assignment.
This shall not affect Supplier’s right and authority to collect and pursue such claims itself.
However, Supplier undertakes not to collect or pursue such a claim as long as the Customer meets its obligations under all contracts between the Supplier and the Customer, as long as the Customer is not in default of any payment due to Supplier and so long as no bankruptcy, composition or insolvency petition has been filed in relation to the Customer and as long as the Customer does not become insolvent. If any of such circumstances arise or occur, Supplier may require that the Customer informs it of the claims assigned to Supplier pursuant to these Terms and Conditions and of the relevant debtors of the Customer, provides Supplier with all information necessary for collection and pursuit of such claims and debtors, and hands over to Supplier all related documents and informs the Customer’s debtors of the assignment.
5. Any processing or transformation of the purchase item by the Customer shall always be undertaken on behalf of Supplier. If the purchase item is processed together with other items which are not owned by Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the value at the time of processing of the purchase item to the other items processed. All of the provisions applicable to the purchase item delivered with reservation of title shall also equally apply to any items created by any such processing or transformation.
6. If the purchase item is inseparably mixed with other items, which are not owned by Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the value at the time of processing of the purchase item to the other items mixed. If such mixing takes place in such way that the Customer’s item has to be seen as the principal item, then it is deemed to be agreed that the Customer shall automatically transfer co-ownership to Supplier of such principal item on a pro rata basis. The Customer shall keep the exclusive property or joint property created as aforesaid in safe custody for Supplier’s sole benefit.
7. The Customer shall also assign to Supplier by way of security those claims which are due to the Customer from third parties due to the combination of any purchase item with a piece of land, building or other fixed structure.
8. Supplier undertakes to release, at the Customer’s request, any collateral security to which the Supplier is entitled if and in as far as the realizable value of such collateral security exceeds the claim to be secured by more than 10%; the choice of such collateral security to be released lies solely with Supplier.
Supplier shall give the following warranties in relation to any defects of quality and legal imperfections in title affecting its delivery, with any further claims being excluded subject to section VIII. of these Terms and Conditions:
Defects of quality:
1. All parts which appear to be defective due to a circumstance that occurred prior to the passing of risk, shall, at Supplier’s option, be remedied or replaced by Supplier free from defects. If any such defects are detected, they must be notified to Supplier in writing without delay. Any parts so replaced shall be owned by Supplier.
2. The Customer shall provide Supplier with sufficient time and opportunity to carry out any remedying of defects and/or the provision of replacements which Supplier considers to be necessary; failing this, Supplier shall be discharged from liability for the consequences arising therefrom. Unless remedying or replacement are required urgently because of danger to operating safety or in order to avert disproportionately high damage, in which cases Supplier has to be informed immediately, the Customer shall not be entitled to remedy any such defect itself or to have it remedied by a third party and to claim compensation of the necessary expense from Supplier.
3. If and in as far as the complaint proves to be justified, Supplier shall, with regard to the direct costs incurred by remedying the defect or providing any replacement, be responsible for the costs of the replacement part (including shipment thereof). In addition, all reasonable costs of de-installation and installation as well as the reasonable costs of any required appointment of fitters and auxiliary personnel that might be necessary including travel expenses shall be borne by Supplier (unless this causes a disproportionately high charge to Supplier).
4. The Customer shall be entitled to withdraw from the contract, if Supplier fails (save where it is legally permitted to do so) to comply with a reasonable deadline fixed for it to remedy or replace a defect of quality. In the case of a defect of minor importance, the Customer shall only be entitled to reduce the contract price. In all other cases, the right to claim any reduction in the contract price is excluded.
Further claims are governed by section VIII. 2. of these Terms and Conditions.
5. In particular in the following cases, no warranty is given or assumed by Supplier:
Inappropriate or improper use, defective assembly or putting into operation by the Customer or any third party, natural wear and tear, defective or negligent handling, irregular maintenance, inappropriate operating resources or procedures, faulty construction work, unsuitable building ground, chemical, electrochemical or electrical influences - unless Supplier is responsible for the same.
6. If the Customer or a third party remedies a defect improperly, Supplier shall not be liable for the consequences arising therefrom.
This also applies to modifications of the delivery item carried out without the prior written consent of Supplier.
Legal imperfections to title:
7. If the use of the delivery item causes an infringement of industrial property rights or domestic copyrights, Supplier shall (at his expense) procure for the Customer the right to further use the delivery item or Supplier shall modify the delivery item in such way that is reasonably acceptable to the Customer so that the infringement of industrial property rights no longer exists.
If this is not possible on reasonable economic conditions or within a reasonable period of time, the Customer shall be entitled to withdraw from the contract (as shall Supplier).
In addition, Supplier shall indemnify the Customer from any valid and/or any final and ascertained claims of any relevant third party proprietors of industrial property rights.
8. In case of infringement of industrial property rights or copyrights, Supplier’s obligations as described in section VII. 7. shall be final subject to section VIII. 2..
Supplier’s obligations in the case of infringement of industrial property rights or copyrights shall be subject to:
- the Customer informing Supplier without delay of any industrial property rights or copyrights asserted in respect of the delivery item,
- the Customer providing all reasonable support and assistance to Supplier in defending any such asserted claims and allowing and enabling Supplier to carry out any modification measures pursuant to section VII. 7.,
- Supplier being entitled to the full control and conduct of any defence (including the making or offering of any settlement or compromise),
- the legal imperfection of title is not based on or caused as a result of any instruction or information given by the Customer and that
- the infringement of rights was not caused by the fact that the Customer modified the delivery item without proper authority or used it in a way that is not in accordance with the contract.
1. If the delivery item cannot be used according to the relevant contract due to or as a result of the Supplier’s negligence or default or as a result of Supplier’s breach or failure to perform any other obligation binding upon it (including service and maintenance instructions for the delivery item), the provisions of sections VII. and VIII. 2. shall apply accordingly, and any and all further claims of the Customer shall be excluded.
2. Supplier shall not be liable (on any grounds whatsoever) for damages, which were not caused to the delivery item itself, save in cases of
- gross negligence of the owner(s) or senior executives,
- injury caused to life, body, health,
- defects fraudulently concealed by Supplier or the absence of which Supplier guaranteed,
- defects of the delivery item, if and in as far as liability is prescribed according to the Produkthaftungsgesetz (German Product Liability Act) for personal injury and damage to privately used property.
In any case of material default in its contractual obligations, Supplier shall be responsible for the gross negligence of its employees (other than senior executives), and in case of ordinary negligence, Supplier’s liability shall be limited in the latter case to reasonably foreseeable damage typical for that kind of contract.
All further claims and liability are excluded.
Period of Limitation
The period of limitation for claims made by the Customer, which arise directly from defective items, is 12 months. In case of all other damage claims, the statutory periods shall apply. The statutory periods shall also apply to defective delivery items which are used (in accordance with the use for which they were designed) for structural works and which cause damage to such structural works.
Applicable Law, Jurisdiction
1. All legal relations between Supplier and the Customer shall be governed exclusively by the law of the Federal Republic of Germany, which is authoritative for the legal relations existing between two parties. Validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
2. If the parties to the contract are merchants, legal persons of public law or separate property under public law, the competent court at the place where Supplier has its registered office shall have jurisdiction. However, Supplier shall be entitled to file any legal action at the place where the head office of the Customer is located.
Status: July 2009
Account authorisation is at the discretion of Crane Process Flow Technologies. Use of this service implies acceptance of our disclaimer.
Crane Co. authorizes you to view and download this information for your personal, non-commercial use, provided that you retain on any copies of the materials all copyright and other proprietary notices contained in the original materials. The materials are copyright protected and may also be subject to other legal rights. Crane Co. expressly reserves all of its rights with respect to these materials. By accessing and using these materials, you agree to treat them as business proprietary, and will not disclose them to any other party without Crane Co.’s express written permission.
1. All our deliveries and services shall be based on these terms and conditions as well as all and any specific contractual agreements. Deviating terms and conditions of purchase of Orderer shall not become contents of the contract by acceptance of order.
2. WTA shall reserve copyright and property rights to samples, estimates, diagrams and similar information of a physical and non-physical nature, also in an electronic form; they may not be made accessible to third parties. WTA engages only to make information and documents designated by Orderer as being confidential accessible to third parties with Orderer's approval.
II. Scope of Delivery
For the scope of the delivery, the written order acknowledgement from WTA shall be decisive, in the event of a quotation with binding to time and punctual acceptance, the quotation, insofar as no punctual order acknowledgement is presented. Subsidiary agreements and amendments shall require in writing by WTA.
III. Price and Terms of Payment
1. If not agreed otherwise, the prices shall be valid ex FCA factory Maxdorf pursuant to Incoterms 2000 inclusive of cardboard packaging. Value Added Tax to the statutory amount at the time in question shall be added to the prices (if applicable).
2. If not agreed otherwise, payment shall be made without any deduction to WTA's account within 30 days of the date of the invoice net without deduction by transfer (the date of crediting being decisive). Deduction of discount shall require a specific written agreement.
Payment shall be made independent of the receipt of the consignment and the inspection documents and notwithstanding the right to notification of defects. If payment is delayed, WTA shall be entitled to claim default interest.
3. Any withholding of payments or deductions for any counterclaims of the buyer disputed by us will not be permitted.
IV. Delivery period, Arrears of work
1. The delivery period shall result from the agreements of the contracting parties. Compliance with it by WTA shall presuppose that all commercial and technical questions between the contracting parties have been clarified and that Orderer has fulfilled all obligations assumed by it, e.g. provision of the necessary official certifications or approvals or of a down-payment. If this is not the case, the delivery period shall be extended to a suitable extent. This shall not apply to the extent that WTA shall be answerable for the delay.
2. Compliance with the delivery period shall be subject to correct and punctual delivery to us.
3. The delivery period shall be complied with if the object of delivery has left WTA's factory or readiness for dispatch has been reported before its expiry. If an inspection is to take place, the inspection date shall be decisive – with the exception of justified rejection of inspection – alternatively the report of readiness for inspection.
4. If dispatch or inspection of the object of delivery is delayed for reasons for which Orderer shall be answerable, the costs incurred by the delay shall be charged to it, starting one month after the report of the readiness for dispatch or inspection, as the case may be.
5. If failure to comply with the delivery period is to be put down to force majeure, industrial disputes or sundry incidents outside WTA's sphere of influence, the delivery period shall be extended to a suitable extent. This shall also apply if these circumstances originate with subsuppliers. WTA shall notify Orderer of the start and end of such circumstances as soon as possible.
6. Orderer can withdraw from the contract without setting a deadline if the total performance finally becomes impossible for WTA before passage of risc. Over and above this, Orderer can withdraw from the contract if performance of a part of the delivery becomes impossible in an order and it has a justified interest in rejecting the part delivery. If this is not the case, Orderer shall pay the contractual price for the part delivery. The same shall apply in the event of inability to perform on the part of WTA. Apart from this, Section VIII. 2 shall apply. If impossibility or inability to perform occurs during arrears in acceptance or if Orderer is solely or predominantly responsible for these circumstances, it shall remain obliged to consideration.
7. If WTA gets into arrears and Orderer suffers damage thereby – which is particularly not assumed if the object of delivery is not collected despite an agreement with Orderer – it shall be entitled to demand a lump-sum default reimbursement. Taking an agreed subsequent period of 5 working days into account, it shall amount to 0.5 %, albeit no more than a total of 5 %, of the value of the part of the overall delivery which cannot be used punctually or contractually due to the delay for each complete week of the delay. If Orderer grants WTA a suitable period for performance in arrears – taking the statutory exceptions into account – and if the period is not complied with, Orderer shall be entitled to withdraw within the framework of the statutory provisions. Further claims from arrears in delivery shall be determined exclusively pursuant to Section VIII.2 of the present terms and conditions.
V. Transfer of Risk, Acceptance
1. Risk shall pass to Orderer when the object of delivery has left the factory, even if part deliveries are made or WTA has also assumed further performances, e.g. the dispatch costs or delivery and erection. If acceptance is to take place, it shall be decisive for the passage of risc. It must be done without delay at the acceptance deadline, alternatively following WTA's report of readiness for acceptance. Orderer may not reject the acceptance if an inconsiderable defect exists.
2. If dispatch or acceptance is delayed or does not take place due to circumstances not to be put down to WTA, risk shall pass to Orderer from the date of the report or readiness for dispatch or acceptance, as the case may be. WTA engages to conclude insurances which Orderer requests at the latter's expense.
3. Part deliveries shall be admissible to the extent they can be reasonably expected of Orderer.
VI. Retention of Title
1. WTA reserves title to the object of delivery until all payments from the delivery contract have been received.
2. Processing or reforming of the object of purchase by Orderer shall always be done on behalf of WTA. If the object of purchase is combined with other objects not belonging to WTA, WTA shall acquire co-ownership of the new object in the ratio of the value of the object of purchase to the other objects processed at the time of the processing.
3. If the object of purchase is mixed with other objects not belonging to WTA, WTA shall acquire co-ownership of the new object in the ratio of the value of the object of purchase to the other objects mixed at the time of the mixing. If Orderer's object is to be regarded as the main object, Orderer shall transfer co-ownership to WTA pro rata.
4. WTA engages to release the securities accruing to it and stated under 7. and 8. upon request by Orderer to the extent that the value of its securities exceeds the claims to be secured by more than 20%. 5. WTA shall be entitled to insure the object of delivery against theft, breakage, fire, water and other damage at Orderer's expense insofar as Orderer cannot prove that it has concluded the insurance itself.
6. Orderer may not sell, pledge or transfer the object of delivery by way of security. In the event of attachment and arrest or sundry disposals by third parties, it shall inform WTA thereof without delay.
7. In the event of breach of contract by Orderer, in particular in arrears in payment, WTA shall be entitled to take the object of delivery back following a demand for payment and Orderer shall be obliged to hand it over.
8. WTA can only demand return of the object of delivery on the basis of the retention of title if it has withdrawn from the contract.
9. An application for opening of insolvency proceedings shall entitle WTA to withdraw from the contract and to demand immediate return of the object of delivery.
VII. Claims from Defects
WTA shall warrant for factual and legal defects of the delivery, excluding further claims – subject to Section VIII – as follows:
1. All the parts which prove to be defective as a result of a circumstance before the passage of risk shall be reworked or replaced free of defects, at WTA's choice, free of charge. Establishment of such defects shall be reported to WTA in writing without delay. Parts replaced shall become property of WTA.
2. Following agreement with WTA, Orderer shall give the necessary time and opportunity for carrying out all the improvements and replacement deliveries appearing necessary to WTA; if not, WTA shall be released from liability for the consequences thereof. Only in urgent cases of jeopardy of operational safety or to avert disproportionately large damage, with WTA being notified immediately, shall Orderer have the right to rectify the defects itself or have this done by third parties and to demand reimbursement of the necessary expenditure from WTA.
3. Of the costs incurred by the reworking or replacement delivery, WTA shall bear the costs of the replacement item including dispatch – to the extent that the complaint proves to be justified. In the event of reworking, WTA shall bear all the expenditure necessary for the purpose of reworking, in particular transport, labour and material costs.
4. Within the framework of statutory provisions, Orderer shall have a right to withdraw from the contract if WTA – taking the statutory exceptions into account – allows a period for the improvement or replacement delivery on account of a factual defect to expire fruitlessly. If only an inconsiderable defect exists, Orderer shall merely have a right to reduction of the contractual price. Apart from this, the right to reduction of the contractual price shall remain ruled out.
5. No warranty shall be assumed, in particular in the following cases: Unsuitable or improper use, faulty assembly or commissioning by Orderer or third parties, natural wear and tear, faulty or negligent treatment, improper maintenance, unsuitable operating equipment or media, faulty construction work, unsuitable foundations, chemical, electrochemical or electrical influences to the extent that WTA is not answerable for them.
Further, WTA shall assume no warranty for the selection of the materials of the object of delivery if conditions of use and medium composition are insufficiently known or only laboratory tests or operational experience of Orderer can give information about the selection.
6. If Orderer or a third party reworks improperly, no liability shall accrue to WTA for the consequences thereof. The same shall apply for alterations of the object of delivery done without WTA's prior approval.
7. Goods delivered contractually shall not be taken back. If WTA declares its willingness to take goods back in individual cases, they shall be delivered freight prepaid Maxdorf and at least 15 % of the value of the goods shall be paid for processing and handling costs. Special productions and valves which WTA has amended according to a contract cannot be taken back under any circumstances. Subsidiary costs, e.g. inspection fees or test costs, cannot be reimbursed.
8. If the use of the object of delivery leads to a breach of commercial protection rights or copyrights in Germany, WTA shall procure the right to further use for Orderer at its own expense as a matter of principle or modify the object of delivery in such a way reasonable for Orderer that the breach of protective rights no longer exists. If this is not possible on economically suitable terms or within a suitable period, Orderer shall be entitled to withdraw from the contract. Under the above mentioned prerequisites, a right to withdrawal from the contract shall also accrue to WTA. Over and above this, WTA shall hold Orderer harmless against undisputed or legally effective claims made by the owners of the protective rights in question.
9. The obligations of WTA stated in Section VII. 8 shall finally be subject to Section VIII.2 for the event of a breach or a protection right or copyright. They shall only exist if
1. If the object of delivery cannot be used contractually by Orderer through fault of WTA as a result of omitted or faulty implementation of suggestions and consultations made before or after conclusion of the contract or by a breach of other subsidiary contractual obligations, in particular instructions for operation and maintenance of the object of delivery – the regulations of Sections VII and VIII.2 shall apply accordingly, ruling out further claims of Orderer.
2. For damage not incurred on the object of delivery itself, WTA shall only be liable, regardless of the legal reason
IX. Barring by Limitation All claims of Orderer – for whatever legal reasons – shall be barred by limitation after 12 months. The statutory periods shall apply for malice aforethought or deceit and also for claims according to Section VIII point 2. They shall also apply to defects in a construction or for objects of delivery which are used for a construction on the basis of their customary mode of use and have caused the faultiness thereof.
X. Use of Software
To the extent that software is contained in the scope of delivery, Orderer is granted a non-exclusive right to use the software supplied including its documentations. It shall be provided for use on the object of delivery intended therefor. Use of the software on more than one system shall be forbidden.
Orderer may only copy, process, translate the software or transfer from the object code to the source code to the legally admissible extent (§§ 69 a et seq. Copyright Act). Orderer engages not to remove manufacturer's information – in particular copyright remarks – or to amend them without the prior express approval of WTA.
All other rights to the software and the documentations, including the copies, shall remain with WTA or the software supplier, as the case may be. Granting of sub-licences shall not be admissible.
XI. Applicable Law, Venue
1. All the legal relationships between WTA and Orderer shall be exclusively governed by the law of the Federal Republic of Germany.
2. The venue shall be the Court responsible for WTA's headquarters. However, WTA shall be entitled to sue at Orderer's headquarters.
This is a translation, the German version is valid. For German version see www.cranechempharma.com/chempharma/about-us/terms-and-conditions#WTA
Per the Pressure Equipment Directive 97/23/EC Essential Safety Requirements Annex I Checklist, the following Essential Requirements are within the customer scope for all products: Wind, Earthquake, Reaction forces and Moments, Fire, Safety devices, permeation, temperature and pressure spikes. For all products, it is recommended that customer remove representative sample for examination of internal corrosion every 2 years.
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