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General Conditions of Business


Clause 1 – General topics

  1. These standard General Conditions of Business apply to the supply of any equipment and the provision of any services by JHLCT to companies and entities to be treated alike and wishing to acquire them (hereinafter referred to as the “CUSTOMER”), whenever the Parties do not agree otherwise in a written document signed by both of them.

  2. Anyone addressing an order for the supply of equipment or the provision of services to JHLCT and mentioning the name or the corporate name of the CUSTOMER shall be deemed to have power and authority to bind the latter in respect of the same acquisition of equipment or services.

  3. No order shall be binding on JHLCT as long as it is not confirmed by the latter, in writing.

  4. JHLCT shall perform the order with the skill and diligence which can be expected from companies carrying out the same type of industrial activity.

Clause 2 – Object and terms of the supply

  1. Unless there is a contract signed by the Parties, the object of the supply shall be defined by the order of the CUSTOMER and by the respective confirmation by JHLCT, both made in writing.  In case the order of the CUSTOMER was not made in writing, the contents of the confirmation of JHLCT, in writing, shall be considered as sufficient evidence of the agreement of the Parties in respect of the object of the supply.

  2. The provisions of the foregoing paragraph shall apply as well to the determination of other contractual terms of the supply, including the terms of payment, the place and time of delivery, the warranty and other liabilities of JHLCT and the settlement of disputes.

Clause 3 – Place of delivery

  1. In the absence of an explicit agreement of the Parties, the equipment to be supplied shall be delivered at JHLCT’s warehouse (delivery “EXWORKS” as per the 2000 Incoterms).

  2. Unless the Parties have provided to the contrary, whenever the CUSTOMER wants the equipment to be delivered at a place other than the one referred to in the foregoing paragraph, the costs of packaging, transport and insurance shall be borne by him.

  3. The services shall be performed at JHLCT’s premises or at the Customer’s premises, depending on their nature and the purpose they are intended to.

Clause 4 – Time for completion

  1. The completion period for the supply of equipment or the provision of the services having been ordered shall run from the date of the confirmation of the order by JHLCT, provided that, at that date, the equipment/ service/ system to be supplied has been fully defined from a technical point of view, or from the date when JHLCT receives the advance payment which was agreed upon, whichever of these events that occurs later.

  2. In case an advance payment was agreed upon, JHLCT reserves the right to postpone the completion date or to cancel the supply and to convert or alter the use of the materials allocated to the supply, if that payment is not made within the agreed period.

  3. JHLCT shall be entitled to make partial deliveries and to invoice them separately within the agreed period, unless this possibility was excluded by written agreement.

  4. The period for the completion of an order shall be extended, should a case of force majeure occurs. “Case of force majeure” shall mean any event or circumstance which impedes the performance of the work and is beyond the control of JHLCT and, at the date of the confirmation of the order, could not reasonably be foreseen by JHLCT or, if it was foreseeable, the latter could not reasonably have avoided it or overcome its effects.

  5. The period for completion of the order shall be extended as well, if unjustified or unforeseen acts or omissions of the CUSTOMER disturb the work of JHLCT.

  6. If the time for completion set in the confirmation of the order or in other written document signed by the Parties is not complied with by JHLCT, due to causes other than those referred to in paragraphs 4 and 5 of this Clause, JHLCT shall be subject to the penalties which were agreed by the Parties, such penalties not to exceed, in any case, 5% of the total price of the order.

Clause 5 – Payments

  1. Unless the Parties agree other time for payment, all payments owed by the CUSTOMER to JHLCT shall be made within the maximum period of 30 days from the date of sending the invoice to the CUSTOMER.

  2. In every order having a value higher than 50.000 Euros, the CUSTOMER shall make an advance payment not lower than 35% of its value, to be paid within the period set in the foregoing paragraph, after the confirmation of the order by JHLCT.

  3. JHLCT reserves the right to require a letter of credit or an equivalent guarantee to secure the full payment by the CUSTOMER of the price of the order to be performed.

  4. In case of delay in payment of invoices issued in Euros, JHLCT will be entitled to receive interest for the delay, calculated at an annual rate equal to the legal rate of interest for delay regarding credits owned by business firms, increased by three percent points.  If the price of the order is set in a foreign currency, the applicable rate of interest for delay shall be the rate that, under the respective legal system, would apply to delay in payment in the absence of an explicit agreement of the Parties, increased by four percent points.

  5. In payments by bank transfer, the CUSTOMER shall bear all the costs inherent to such transfer.

  6. In case of a dispute over the amount of an issued invoice, the CUSTOMER should pay without delay the part of the invoiced amount on which there is no disagreement.

Clause 6 – Warranty

  1. JHLCT warrants the good functioning of the supplied equipment, for a period of one year after the date of their delivery, and thus undertakes to repair the defects detected and notified to JHLCT within the aforesaid period or to replace the defective parts of those equipments, when such replacement is indispensable to eliminate the defect.

  2. In order to avail himself of the warranty mentioned in the foregoing paragraph, the CUSTOMER should place the equipment or the defective part of the same at the disposal of JHLCT, at his premises.  In case the existence of the defect alleged by CUSTOMER is confirmed, the transportation costs to JHLCT’s premises and from here to the CUSTOMER’S premises shall be borne by JHLCT.

  3. The following shall be excluded from the warranty mentioned in this clause:

    • damages caused by improper use of the supplied equipment or by accident caused by negligence or deficient maintenance of the same;

    • anomalies caused by the occurrence, in the place where the supplied equipment is operated, of environmental conditions exceeding the limits specified by JHLCT;

    • damages caused by atmospheric discharges, natural accidents or anomalies in electricity supply;

    • consumable parts or parts which, due to their use or nature, are subject to a high rate of wear and tear (printing heads, tapes, lamps, fuses, bearings, etc); and

    • batteries.

  4. The warranty mentioned in this clause ceases when the CUSTOMER causes alterations or repairs to be made in the supplied equipment, without the previous authorisation of JHLCT, in writing.

  5. The liability of JHLCT resulting from the detection of defects in the supplied equipment is expressly limited to the provisions of the foregoing paragraphs, with the express exclusion of any other obligations, particularly the obligation to pay any amount by way of indemnity or compensation, whatever its nature might be.

  6. Beyond the warranty period referred to above, JHLCT shall provide technical assistance to the equipment, according to the requests of CUSTOMER and the conditions to be agreed to that effect.

  7. JHLCT warrants as well that the services provided are in accordance with the specifications agreed upon with the CUSTOMER and undertakes to correct possible deficiencies which may affect the same, the provisions of the foregoing paragraphs being applicable to such correction, with the necessary adjustments.

Clause 7 – Transfer of risk and ownership

  1. Unless the Parties have agreed otherwise, the risk of loss, destruction or damage to the supplied equipment is transferred to the CUSTOMER at the date when the delivery of the same to the CUSTOMER is to be considered as made.

  2. Irrespectively of the provision of the foregoing paragraph, the ownership of the supplied equipment and of the respective accessories or spare parts shall not be transferred to the CUSTOMER until the respective price is fully paid.

Clause 8 – Taxes

  1. The prices stated in the quotations or order confirmations signed by JHLCT do not include VAT (Value Added Tax) which will be debited at the rate in force at the date of invoicing.

  2. The prices referred to in the foregoing paragraph do not include any taxes, legal dues, custom duties or other charges arising from any laws or regulations, which the equipment or services to be supplied may be subject.

Clause 9 – Governing law and settlement of disputes

  1. Any issues which are not dealt with in these General Conditions and in the contracts made between JHLCT and the CUSTOMER shall be governed by the provisions of German law.

  2. Without prejudice to the possible submission to arbitration when the Parties agree to that in writing, for all disputes arising from the supply of equipment or the provision of services to which these General Conditions may apply the Civil Court of Munich shall be competent, to the exclusion of any other court.

Download General Conditions of Business(December 2009)  

 

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