The Terms.

General Terms and Conditions of Sale
of Impartex Spare Parts GmbH

Exclusive validity and acceptance of the conditions

All our offers are based on our General Conditions of Sale. We accept orders exclusively under these conditions. General terms and conditions of the customer or regulations of the customer or agreements deviating from our general terms and conditions of sale are only binding for us if we expressly acknowledge them in writing. By placing an order or accepting deliveries, the customer acknowledges the validity of our General Conditions of Sale not only for the relevant transaction but also for all future transactions.

Offers - collateral agreements - content of contract

Our offers are subject to confirmation in the sense that a contract is only concluded when we confirm the order. In cases of doubt, our written order confirmation is exclusively authoritative for the contents of the contract.

Reservation of withdrawal

We have the right to withdraw from the contract if its fulfilment encounters difficulties, the overcoming of which would require a disproportionately high expenditure compared to the value of the goods to be delivered.

Prices

Our prices apply to delivery ex works, excluding value-added tax, packaging, customs and insurance, unless expressly agreed otherwise in our order confirmation.

Call orders - partial deliveries

In the case of call orders, the total order quantity shall be deemed to have been called one month after expiry of the period agreed for the call, in the absence of such an agreement twelve months after conclusion of the contract.

Delivery times and dates

Delivery times are only approximate. The delivery period begins on the day of dispatch of our order confirmation. If the delivery is delayed due to circumstances outside our personal sphere of influence, in particular due to force majeure, official intervention, industrial action, difficulties in procuring materials, production disruptions, special requests of the customer or the like, the delivery period shall be extended by the duration of the hindrance. For our delivery times § 376 Abs. 1 HGB does not apply. (Our deadlines are not fixed trade transactions) A disability which exceeds the duration of three months and whose end can not be foreseen entitles the purchaser and us to withdraw from the contract, as far as the contract can not be fulfilled due to the hindrance from us.

Liability for defects

The customer must notify us in writing immediately after discovery of any defects in the delivered goods. The period of notice for defects which can be detected in the course of the ordinary course of business shall not exceed one week, for other defects six months from receipt of the goods by the customer. If the customer fails to report a defect immediately or on time or if the goods are changed after the defect has been discovered or could have been discovered, the customer thereby loses all warranty rights. Defects in a part of the delivered goods do not entitle the customer to complain about the entire delivery. Otherwise, it is the customer's responsibility to test the faultless condition of the goods before use or processing. If a duly reimbursed notice of defects is justified, the customer must, if we demand it, return the goods complained about at a reasonable price at our expense. In such a case we deliver faultless replacement goods, however - if we have requested the return of the rejected goods - only after receipt by us. Instead of the delivery of replacement goods we can also choose the rectification of the defective goods. Should the delivery of replacement goods and/or the rectification of defects fail, be impossible or unreasonable, we may choose to withdraw from the contract with regard to the defective goods or reduction of the purchase price. The customer can set us a period of ten days in writing for the exercise of this option, which begins at the earliest with the arrival of the defective goods at our premises. If we do not exercise our right of choice within this period, it shall pass to the customer. If rectification of defects or replacement delivery fails, the customer may at his discretion demand a reduction of the purchase price or rescission of the contract. The same applies if we are in default with the replacement delivery or repair and have not rendered the service within a further period of six weeks. The customer is not entitled to any further rights than those specified here, in particular claims for damages. In the case of parts made of rubber or plastic, we shall only be liable for the material quality to the extent that the customer proves deviations from the DIN regulations applicable to these materials at the time of delivery. We shall not be liable for errors resulting from documents (drawings, samples and the like) submitted by the customer.

Liability for product risks and for errors in the contract negotiations

If damage arises from a risk inherent in the delivered goods, this risk may be based on a defect in the goods or be associated with their contractual condition, or if damage arises due to the fact that no or insufficient warning has been given of this risk, the injured party cannot assert any resulting claim for damages against us, unless our management or one of our employees has caused the damage by intent or gross negligence. We shall only be liable for the consequences of errors which occur during contractual negotiations, in particular for the consequences of inadequate or incorrect advice to the customer, if these consequences are based on intent or gross negligence on the part of our management or one of our employees.

Invoices - Payment

We will issue the invoice as soon as the ordered goods are ready for dispatch or collection. Delays in dispatch or in the collection of the goods for which we are not responsible shall not postpone the due date of the invoice. The customer is not entitled to offset against our payment claims or to exercise a right of retention on amounts due. If, after conclusion of the contract, we become aware of circumstances which make the creditworthiness of the customer appear doubtful, we may, at our discretion, demand payment in advance or the provision of security. The same applies if the customer fails to meet his payment obligations to us on the due date. If one of these cases occurs, all our claims against the customer, including those arising from other transactions, become due immediately. If the customer does not pay on the due date, we may, without being in default, from the due date, charge interest in the amount of the costs of a current loan from our house bank, up to an amount of 8 percentage points above the respective base interest rate of the European Central Bank. However, the customer is permitted to prove that we have not suffered any damage whatsoever or that our damage is considerably lower than the lump sum.

Retention of title

The goods delivered by us, hereinafter referred to as the manufacturer, remain the property of the manufacturer until the purchaser has paid the agreed purchase price in full. Acquisition of ownership of the goods delivered by the manufacturer by the purchaser in the form of processing or transformation of the goods is excluded. 950 BGB (German Civil Code) shall be waived with regard to the determination of the manufacturer. In the case of combining, mixing or processing with goods of other origin, which in turn are subject to retention of title, and those of the manufacturer, the manufacturer acquires co-ownership of the newly manufactured item in proportion to the invoice value of the goods concerned of the manufacturer. All future claims of the purchaser arising from the resale of the goods of the manufacturer which are owned or co-owned by the manufacturer shall pass to the manufacturer upon conclusion of the sales contract between the manufacturer and the purchaser. In the event that the goods to be sold are only co-owned by the manufacturer, the agreed assignment in advance only covers the respective claim in the amount of the invoice value of the goods of the manufacturer. If the Purchaser is in default with the fulfilment of the obligation under §§ 433 para. 2, 449 BGB, the Contractor may demand the surrender of his property without having previously declared withdrawal from the Contract to the Purchaser and having set a grace period for performance.

Place of performance - place of jurisdiction - applicable law

Place of performance for delivery and payment is Gevelsberg. Exclusive place of jurisdiction for all disputes concerning and arising from the contract is Schwelm. However, we shall also have the right to sue the customer at any other place of jurisdiction applicable to him.The place of jurisdiction for the dunning procedure for persons who are not fully qualified merchants is Schwelm. In the case of foreign transactions, the entire contractual relationship is subject to the law of the Federal Republic of Germany, unless another legal system is mandatory.

Partial Invalidity

Should individual provisions of these General Conditions of Sale be or become invalid, for whatever reason, the validity of the remaining provisions shall remain unaffected. Ineffective clauses shall be replaced by clauses that come as close as possible to the intentions of the parties to the contract.

IMPARTEX GmbH
Gewerbestrasse 39
D-58285 Gevelsberg

Tel. +49 (0) 2332 80366
Fax +49 (0) 2332 82993

Managing Director: Christa Raeder
Registered office of the company: Gevelsberg
registered in the commercial register of Hagen under No. B 6029