Common use of Defective delivery Clause in Contracts

Defective delivery. (1) Unless otherwise stipulated, statutory provisions shall apply regarding our rights with respect to material and legal defects in the goods (including wrong and shortfall delivery, inexpert assembly, deficient assembly or operating instructions) and regarding other breaches of duty on the part of the seller. (2) According to the law, the seller in particular is liable for ensur- ing that the goods have the agreed properties upon transfer of risk to us. The product descriptions which, in particular through designation or reference in our order, are the subject matter of the respective agreement, or which were incorpo- rated into the agreement in the same way as these GTC, are regarded as an agreement. Thereby, it does not make any difference whether the product description originates from us, from the seller or from the manufacturer. (3) Notwithstanding section 442, paragraph 1, clause 2, of the German Commercial Code, we may assert claims regarding defects even if we were unaware of the defect at the time of entering into the contract as the result of gross negligence. (4) The statutory regulations (sections 377, 381 of the German Commercial Code) shall apply with respect to the com- mercial duties of examination and notice of non- conformity duties, as follows: Our duty of examination shall be limited to defects that come to light during our incoming goods inspec- tion involving a visual examination of the goods and a check of the delivery documents as well as during our random sample-based quality control inspection (e.g. transport dam- age, wrong and shortfall delivery). With other defects, it de- pends to what extent an examination which takes into account the circumstances of the individual case will be possible in the normal course of business. If an acceptance has been agreed upon, there is no obligation to conduct an inspection. Our ob- ligation to notify defects discovered at a later date shall remain unaffected. In all cases, such a complaint (notice of defect) shall be considered prompt and in due time if it reaches the seller within 2 weeks. (5) Rectification of defects includes also the disassembly and re-assembly of the defective goods, provided that the goods were incorporated in other things in accordance with their intended use. The costs incurred by the seller for inspection and rectification must be borne by the seller if it turns out that in fact no defect existed. Any regulation to the contrary shall apply only if we have recognized or if gross negligent have not recognized that no defect existed. (6) If the seller does not fulfill his obligation of supplementary performance – at our option either by remedy of deficiencies (rectification) or by delivery of goods free from defect (re- placement) – within an adequate period stipulated by us, we may carry out remedial actions ourselves and claim com- pensation for the necessary expenditures or respective ad- xxxxx payments from the seller. If the supplementary per- formance by the seller has failed or if it is not reasonable for us (e.g. in particular urgent cases, danger of operational se- curity or imminent disproportional loss), stipulation of a deadline is waived; we shall inform the seller of such circum- stances immediately, if at all possible in advance. (7) Moreover, we are entitled, under the law, to a reduction of the purchase price or to withdraw from the contract in case of ma- terial or legal defects. Furthermore, we are entitled to com- pensation for damages and reimbursement of expenses ac- cording to the law.

Defective delivery. (1) Unless stipulated otherwise stipulatedbelow, statutory provisions shall apply regarding are applica- ble to our rights with respect to for material and legal defects in the goods Goods (including wrong and shortfall incorrect or incomplete delivery, inexpert as well as improper assembly and de- fective instructions regarding assembly, deficient assembly operation, or operating instructionsuse) and regarding to other breaches of duty on by the part of the sellerSeller. (2) According to the law, the seller in particular The Seller is liable under statutory provisions, in particular, for ensur- ing that the goods have Goods having the agreed properties nature and quality upon transfer of risk to us. The In particular, such product descriptions which, in particular through designation or reference in our order, are the subject matter as form part of the respective agreementcontract – in particular, through their being designated or which were incorpo- rated into referred to in our order – or are included in the agreement contract in the same way manner as these GTC, General Terms and Conditions of Purchase are regarded considered to constitute agreement as an agreementto nature and quality. TherebyIn this regard, it does not make any makes no difference whether the product description originates originated from us, from the seller Seller, or from the manufacturer. (3) Notwithstanding section 442We will not, paragraph 1, clause 2, on conclusion of the German Commercial Codecontract, be obligated to inspect the Goods or to make specific enquiries about possible defects. Our claim for defects will therefore, in partial deviation from § 442 Para. 1 Cl. 2 BGB, be unlimited even should we may assert claims regarding defects even if we were on conclusion of the contract be unaware of the defect at the time of entering into the contract as the result of a defect, due to gross negligence. (4) The statutory regulations (sections provisions of §§ 377, 381 of the HGB [German Commercial Code) ] shall apply in terms of the commercial duty of inspection and no- tification of defects, with respect to the com- mercial duties of examination and notice of non- conformity duties, as followsfollowing proviso: Our duty of examination inspection shall be limited to defects that come to light during are clearly apparent under external exa- mination, including the delivery documentation, by our incoming goods inspec- tion involving a visual examination of the goods inspection and a check of the delivery documents as well as during that random sampling by our random sample-based quality control inspection (e.g. transport dam- agetrans- port damage, wrong and shortfall in delivery)) clearly exposes. With other defects, it de- pends to what extent No duty of inspection exists where acceptance has been agreed. The feasibility of an examination which takes into account the circumstances of the individual case will be possible inspection in the normal course of business, also taking into account individual circumstances, will for the rest also be a factor. If an acceptance has been agreed upon, there is no Our obligation to conduct an inspectiongive notice of subsequently discovered defects shall remain unaffec- xxx. Our ob- ligation to notify defects discovered at a later date shall remain unaffected. In all cases, such a complaint (notice notification of defectdefects) shall in all events be considered deemed prompt and in due time timely if it reaches the seller sent within 2 weeks12 working days after discovery of a defect or, for obvious defects, after delivery. (5) Rectification Our warranty claims shall not be waived by acceptance or approval of defects includes submitted samples or specimens. (6) Subsequent performance shall also the disassembly include removal and re-assembly reinstalla- tion of the defective goodsGoods, provided that the goods such Goods were incorporated installed in other things or attached to another item in accordance with their type and intended use; our legal claim to reimbursement of relevant expenses shall remain un- affected thereby. The costs incurred by Sellers shall bear the seller for cost of inspection and rectification must be borne by the seller if remedia- tion of defects even should it turns turn out that no defect in fact no defect existedexists. Any regulation to Our liability for damages in the contrary event of unjustified requests for the removal of defects shall apply remain unaffected; we shall in this respect be liable only if should we have recognized recognised or if through gross negligent have not recognized negligence failed to recog- nise that no defect existed. (7) Notwithstanding our statutory rights and the provision in Para. 6) If , the seller does not fulfill his following shall apply: Should sellers fail to fulfil their obligation of supplementary to sub- sequent performance – at our option discretion either by remedy remediation of deficiencies the defect (rectificationsubsequent remediation) or by delivery supply of goods an item free from defect of defects (re- placementsubstitute delivery) – within an adequate period stipulated by usour reasonable respite, we may carry out remedial actions shall be entitled to remedy the defect ourselves and claim com- pensation for to demand reimbursement of the necessary expenditures expenditure or respective ad- xxxxx payments from the sellera corresponding advance payment by Sellers. If the supplementary per- formance No respite is required should subsequent performance by the seller has failed sellers fail or if it is not reasonable for be deemed unreasonable by us (e.g. in due to particular urgent casesurgency, danger endanger- ment of operational se- curity safety or imminent disproportional loss), stipulation occurrence of a deadline is waived; we shall inform the seller of such circum- stances immediatelyserious damage) and sellers must be informed immediately and in advance, if at all possible in advancepossible. (7) Moreover8) In addition, in the event of material or legal defects, we are entitled, entit- led under the law, statutory provisions to a reduction of reduce the purchase price or to withdraw from rescind the contract in case of ma- terial or legal defectscontract. Furthermore, we are entitled under statutory provisions to com- pensation for claim damages and reimbursement of expenses ac- cording to the lawexpenses.

Defective delivery. (1) Unless otherwise stipulated, statutory provisions shall apply regarding our 8.1 Our rights with respect to material and legal in the case of defects in quality or title of the goods (including wrong and shortfall delivery, inexpert assembly, deficient assembly or operating instructions) and regarding any other breaches breach of duty on by the part of Supplier are governed by the sellerstatutory provisions, unless stipulated otherwise hereinafter. (2) According 8.2 As to the obligation to inspect the goods and give notice of defect in terms of commercial law, the seller in particular is liable for ensur- ing that the goods have the agreed properties upon transfer of risk to us. The product descriptions which, in particular through designation or reference in our order, are the subject matter of the respective agreement, or which were incorpo- rated into the agreement in the same way as these GTC, are regarded as an agreement. Thereby, it does not make any difference whether the product description originates from us, from the seller or from the manufacturer. (3) Notwithstanding section 442, paragraph 1, clause 2, of the German Commercial Code, we may assert claims regarding defects even if we were unaware of the defect at the time of entering into the contract as the result of gross negligence. (4) The statutory regulations (sections 377, 381 of the German Commercial Code) shall provisions apply with respect to the com- mercial duties of examination and notice of non- conformity duties, as followsfol- lowing proviso: Our duty of examination shall be obligation to inspect is limited to defects that come to light during our become evident and are clearly perceptible when conducting an outward inspection of the incoming goods inspec- tion involving including the shipping documents or when conducting a visual examination of the goods and a check of the delivery documents as well as during our random sample-based quality control inspection by taking random samples (e.g. transport dam- agedamage, wrong and shortfall delivery/ aliud delivery, short delivery). With other defectsApart from that, it de- pends the point is to what extent extent, with regard to the specific circumstances given from time to time, an examination which takes into account inspection can be considered as reasonably necessary within the circumstances limits of the individual case will be possible in the normal ordinary course of business. If an acceptance has been agreed upon, there is no Our obligation to conduct an inspection. Our ob- ligation to notify defects discovered at a give notice of any defect which is detected later date shall remain remains unaffected. In all casesany case, such a complaint (our notice of defectdefect (“Mängelanzeige”) shall be considered prompt is deemed given without undue delay (“unver- züglich”) and thus in due time if it reaches is received by the seller Supplier within 2 weeks10 working days (“Werktage”). 8.3 Any costs and expenses incurred by the Supplier for examination, verification and subsequent performance (5“Nacherfüllung”) Rectification (including the costs of defects includes also the de-installation/ disassembly and rereinstallation/ reassembly, if any) are borne by the Supplier even if the goods finally prove to be non-assembly defective. This is without prejudice to our liability for damages in the case of the defective goodsan unjustified request for defect remedy; however, provided in this context, we can only be held liable if we were positively aware or unaware due to gross negligence that the goods were incorporated in other things in accordance with their intended use. The costs incurred by the seller for inspection and rectification must be borne by the seller if it turns out that in fact no defect existed. Any regulation to the contrary shall apply only if we have recognized or if gross negligent have not recognized that no defect existeddefective. (6) 8.4 If the seller does not fulfill Supplier fails to comply with his obligation of supplementary to provide sub- sequent performance – at our option choice either by defect remedy of deficiencies (rectificationsub- sequent improvement – “Nachbesserung”) or by delivery of non-defective goods free from defect (re- placementsubstitute delivery – “Ersatzlieferung”) – within an adequate period stipulated a reasonable time limit fixed by us, we may carry out remedial actions ourselves will be entitled to remedy the defect on our own and claim com- pensation for the necessary expenditures or respective ad- xxxxx payments from the sellerSupplier reimbursement of the expenses incurred by us for such purpose resp. claim an appropriate advance payment. If the supplementary per- formance subsequent performance by the seller Supplier has failed or if it is not reasonable reasonably unacceptable for us (e.g. in particular urgent casesfor reasons of urgency, danger endangerment of operational se- curity the operating safety or imminent disproportional lossthreatening unreasonable damage), stipulation the granting of a deadline an additional time limit is waiveddispensable; we shall inform will 8.5 From the seller time of such circum- stances immediatelyreceipt (“Zugang”5) of our written notice of defect, if at all possible in advance. (7) Moreoverthe limitation period for warranty claims is suspended until the Supplier either rejects our claims or declares the defect remedied or otherwise refuses to continue negotiations on our claims. In the case of substitute delivery and defect remedy the warranty period commences anew for any substituted or subsequently improved parts, unless we are entitled, under the law, can rea- sonably be expected to a reduction of the purchase price or to withdraw conclude from the contract in case Supplier’s acts that the latter did consider himself under any obligation to provide substitute delivery or defect remedy but only did so as a gesture of ma- terial goodwill or legal defects. Furthermore, we are entitled to com- pensation obliging- ness or for damages and reimbursement of expenses ac- cording to the lawsimilar reasons.

Defective delivery. (1) Unless otherwise stipulated, statutory provisions shall apply regarding our rights with respect to material and legal defects in the goods (including wrong and shortfall delivery, inexpert assembly, deficient assembly or operating instructions) and regarding other breaches of duty on the part of the seller. (2) According to the law, the seller in particular is liable for ensur- ing ensuring that the goods have the agreed properties upon transfer of risk to us. The product descriptions which, in particular through designation or reference in our order, are the subject matter of the respective agreement, or which were incorpo- rated incorporated into the agreement in the same way as these GTC, are regarded as an agreement. Thereby, it does not make any difference whether the product description originates from us, from the seller or from the manufacturer. (3) Notwithstanding section 442, paragraph 1, clause 2, of the German Commercial Code, we may assert claims regarding defects even if we were unaware of the defect at the time of entering into the contract as the result of gross negligence. (4) The statutory regulations (sections 377, 381 of the German Commercial Code) shall apply with respect to the com- mercial commercial duties of examination and notice of non- conformity duties, as follows: Our duty of examination shall be limited to defects that come to light during our incoming goods inspec- tion inspection involving a visual examination of the goods and a check of the delivery documents as well as during our random sample-based quality control inspection (e.g. transport dam- agedamage, wrong and shortfall delivery). With other defects, it de- pends depends to what extent an examination which takes into account the circumstances of the individual case will be possible in the normal course of business. If an acceptance has been agreed upon, there is no obligation to conduct an inspection. Our ob- ligation obligation to notify defects discovered at a later date shall remain unaffected. In all cases, such a complaint (notice of defect) shall be considered prompt and in due time if it reaches the seller within 2 weeks. (5) Rectification of defects includes also the disassembly and re-assembly of the defective goods, provided that the goods were incorporated in other things in accordance with their intended use. The costs incurred by the seller for inspection and rectification must be borne by the seller if it turns out that in fact no defect existed. Any regulation to the contrary shall apply only if we have recognized or if gross negligent have not recognized that no defect existed. (6) If the seller does not fulfill his obligation of supplementary performance – at our option either by remedy of deficiencies (rectification) or by delivery of goods free from defect (re- placementreplacement) – within an adequate period stipulated by us, we may carry out remedial actions ourselves and claim com- pensation compensation for the necessary expenditures or respective ad- xxxxx advance payments from the seller. If the supplementary per- formance performance by the seller has failed or if it is not reasonable for us (e.g. in particular urgent cases, danger of operational se- curity security or imminent disproportional loss), stipulation of a deadline is waived; we shall inform the seller of such circum- stances circumstances immediately, if at all possible in advance. (7) Moreover, we are entitled, under the law, to a reduction of the purchase price or to withdraw from the contract in case of ma- terial material or legal defects. Furthermore, we are entitled to com- pensation compensation for damages and reimbursement of expenses ac- cording according to the law.

Defective delivery. (1) 11.1 Unless provided otherwise stipulatedbelow, statutory provisions shall apply regarding our rights with respect to material in case of defects of quality and legal defects in of title of the goods Goods (including wrong delivery and shortfall delivery, inexpert short delivery as well as improper assembly, deficient assembly defective assembly, operating or operating working instructions) and regarding in case of other breaches of duty on an obligation by the part Supplier, shall be governed by the statutory regulations. Excess deliveries will be accepted by us only in case of a price reduction which, expressed as percentage, corresponds to the sellerexcess delivery and only if released by us in writing. Short deliveries will be accepted by us only if this is permitted under our customer contract and only upon express written release by us. (2) According to 11.2 Under the lawstatutory regulations the Supplier warrants, the seller in particular is liable for ensur- ing above all, that the goods Goods have the agreed properties quality upon transfer passing of the risk to us. The In any event, such product descriptions which, shall be deemed to be agreed in particular terms of quality which –particularly through designation indication or reference in our order, are the subject matter order – form part of the respective agreement, concerned contract or which were incorpo- rated into have been incorporated in the agreement contract in the same way as these GTC, are regarded as an agreementTerms. Thereby, it does not make any difference whether It is irrelevant weather the product description originates comes from us, from the seller Supplier or from the manufacturer. (3) Notwithstanding section 44211.3 As regards the commercial duties of inspection and notification, paragraph 1, clause 2, of the German Commercial Code, we may assert claims regarding defects even if we were unaware of the defect at the time of entering into the contract as the result of gross negligence. (4) The statutory regulations (sections 377apply, 381 of the German Commercial Code) shall apply with respect to the com- mercial duties of examination and notice of non- conformity duties, as follows: Our provided that our inspections duty of examination shall be limited to such defects that come to light during are revealed in the context of our incoming goods inspec- tion involving a visual examination of the goods and a check inspection in an external check, also of the delivery documents as well as during documents, and in our random sample-based quality control inspection by way of sampling procedure (e.g. transport dam- agedamage in transit, wrong and shortfall or short delivery, excess delivery, wrong packaging). With other defectsIf acceptance is agreed, it de- pends to what extent an examination which takes into account the circumstances of the individual case will be possible in the normal course of business. If an acceptance has been agreed upon, there is no obligation to conduct an inspection. inspection duty applies. 11.4 Our ob- ligation to notify notification duty for defects discovered at a later date shall remain detected subsequently remains unaffected. In all cases, such a complaint our notification (notice of defect) shall will be considered prompt to be given immediately and in due good time if it reaches delivered by us in writing to the seller Supplier within 2 weeks10 working day after detection of the defect. (5) Rectification of defects includes also 11.5 By taking proper actions, the disassembly and re-assembly Supplier warrants the unqualified marketability of the defective goodsGoods, provided that above all the goods were incorporated in other things in accordance with their intended use. The absence of any hazardous or harmful substances. 11.6 Any costs incurred by the seller Supplier for inspection the purpose of examining and rectification must removing notified defects shall be borne by the seller Supplier even if it turns out that in fact actually no defect existed. Any regulation to the contrary Our liability for damages in case of unjustified demands for defect removal remains unaffected; we shall apply be liable, however, only if we have recognized or if recognised, or, due to gross negligent negligence, have not recognized failed to recognise that no defect existed. 11.7 If a defect is detected, we may, at our option, demand subsequent improvement or replacement delivery (6) subsequent performance). The subsequent performance shall also include any removal and installation costs, special transportation costs, travel costs as well as examination and sorting costs. If the seller does not fulfill his Supplier fails to satisfy its obligation of supplementary to provide subsequent performance – at our option either by remedy of deficiencies (rectification) or by delivery of goods free from defect (re- placement) – within an adequate a reasonable period stipulated set by us, we may carry out remedial actions remove the defect ourselves and claim com- pensation for the necessary expenditures or respective ad- xxxxx payments demand from the sellerSupplier compensation of the expenses incurred by us therefor or a corresponding advance payment. If the supplementary per- formance by the seller Supplier’s subsequent performance has failed or if it is not reasonable unreasonable for us (e.g. in due to particular urgent casesurgency, danger endangering of operational se- curity industrial safety or imminent disproportional lossthreatening occurrence of disproportionate damage), stipulation of a deadline is waivedno period needs to be set; we the Supplier shall inform the seller of such circum- stances be notified immediately, if at all possible beforehand. Besides, in advance. (7) Moreoverthe event of a defect of quality or defect of title, we are entitled, under shall have the law, right to a reduction of reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. Moreover, we shall have a claim to compensation for damage and expenses insofar as the statutory preconditions for any such claim are satisfied. Failure to make subsequent performance will be deemed to exist if, following our notice of defect, the Supplier has been unable twice to make flawless delivery. The compensation for expenses shall cover, in particularly, our tooling costs for the concerned goods. 11.8 In case of ma- terial or legal defects. Furthermoreinfringements of intellectual property rights, we are entitled to com- pensation for damages the Supplier will indemnify us against any and reimbursement of expenses ac- cording to all damage resulting from such infringements. 11.9 Otherwise, the lawstatutory regulations shall apply.