Terms of Service

General Conditions for Supplies and Services of CODASA Industries
These General Terms and Conditions apply to:

  1. A person who, when concluding the contract, is acting in the course of his commercial or independent professional activity (entrepreneur);

  2. Legal persons under public law or a special fund under public law.
    I. General
    These general conditions apply to all purchase, delivery and service contracts of CODASA Industries (hereinafter CODASA Industries or Supplier). They shall also apply without express agreement to all future business of the kind specified. General terms and conditions of the customer, to which CODASA Industries has not expressly agreed, shall under no circumstances be part of the contract.
    Deviations from these general conditions are only effective if they are agreed in writing in the individual contract with the customer. This applies in particular to an agreement canceling the written form requirement.
    II. Offer documents
    For documents, such as illustrations, drawings, weights or measurements, which are part of an offer by CODASA Industries, customary deviations are permitted, unless they are expressly designated as binding. CODASA Industries reserves ownership and copyright to cost estimates, drawings and other documents; they may not be made accessible to third parties without their express consent. CODASA Industries is obliged to make plans declared confidential by the Purchaser only available to third parties with its consent.
    III. Scope of delivery; decrease

  3. For the scope of the delivery, the written order confirmation of CODASA Industries is authoritative, unless agreed otherwise in writing. Collateral agreements require the written confirmation of CODASA Industries.

  4. If the goods have to be accepted by the customer, they must be carried out by the purchaser within the premises of CODASA Industries within 15 days after receipt of the notification of readiness for acceptance. If this period is not adhered to, the goods are deemed to have been accepted with the deadline. Due to insignificant defects, the acceptance can not be denied; the rights of the customer from IX remain untouched.
    IIII. Price, payment and price adjustment

  5. The prices are net, i. in particular without deduction of taxes, duties, fees and customs duties ex delivery works including loading at the works, but excluding packaging, transport insurance, transit, import and other authorizations as well as other costs caused by the delivery.

  6. Payment of the respective invoice amount has to be made 30 days after date of invoice, without deduction, to CODASA Industries paying agent.

  7. Amounts charged for repairs, replacement parts and assembly are due for immediate payment without any deductions.

  8. Payment by bill of exchange is not permitted.

  9. If the customer is in default of payment, the supplier is entitled to demand immediate cash payment on all due claims from the business relationship. This right is not excluded by a deferral or by the acceptance of checks. Furthermore, the supplier is then also entitled to execute outstanding deliveries only against advance payment or against the provision of securities.

  10. If the financial position of the purchaser deteriorates significantly after conclusion of the contract, the supplier can also withdraw from the contract, provided that the purchaser is in spite of being requested to perform the service step-by-step or unable to provide the collateral.

  11. The purchaser can only set off against such claims that are undisputed or legally binding.

  12. If the purchaser is in arrears with the payment, CODASA Industries will charge default interest in the amount of EURIBOR plus 3%. Proof of higher or lower damage remains admissible.

  13. The supplier reserves the right to adjust prices if the wage rates or the material prices change between the time of the offer and the contractual fulfillment.
    A reasonable price adjustment will also be made if:
    the delivery period is subsequently extended for a reason for which the customer is responsible, or - the nature or extent of the agreed services or service has changed, or
    the material or the execution changes, because the documents supplied by the orderer did not correspond to the actual conditions or were incomplete.
    V. delivery dates; delays

14.The agreed delivery dates are only valid under the condition of timely clarification of all details of the order and timely fulfillment of all obligations of the purchaser, such Provision of the required official certificates, opening of a letter of credit or payment of a deposit.

  1. If, after the conclusion of the contract, delivery is made by force majeure, e.g. War, high-handed interventions, internal disturbances, forces of nature or other unforeseeable events for which CODASA Industries is not responsible, such as industrial action, unreliable disruptions, etc., delays the delivery time by the duration of the impediment and a reasonable start-up period.

  2. If CODASA Industries is not only temporarily unable or unreasonable to fulfill its obligations as a result of the impediment described in Section 2 above, it may withdraw from the contract; the purchaser has the same right if acceptance is unreasonable because of the delay.

  3. If CODASA Industries is in default, the customer may withdraw from the contract after expiry of a reasonable period of grace set by him in writing. The same applies if CODASA Industries is unable to fulfill its obligation for reasons for which it is responsible.

  4. A right of withdrawal entitled to the orderer or the CODASA Industries after above 3 and 4 extends basically only to the not yet fulfilled part of the contract. If delivered parts or services are unusable for the customer, he is also entitled to rescind these parts.

  5. All other claims against the supplier with regard to delay are excluded unless there is a culpable breach of material contractual obligations, intent or gross negligence on the part of the supplier.
    VI. Transfer of risk; shipment
    With the transfer of the goods to the carrier or carrier, but at the latest when leaving the factory, the risk passes to the purchaser. For the interpretation of the commercial clauses, the Incoterms shall apply in the version valid at the time of conclusion of the contract. Ready-to-ship goods must be collected by the agreed delivery date by the latest; otherwise the CODASA Industries will store them at the cost and risk of the purchaser and will charge them as delivered ex works. CODASA Industries is entitled to carry out partial deliveries and to calculate these. Delivered items are also to be accepted if they have insignificant defects; the rights of Section IX remain unaffected.
    VII. Retention of title

  6. We reserve the ownership of the delivered goods until complete fulfillment of all claims arising from the business relationship and arising claims, regardless of the legal grounds.

  7. The purchaser is entitled to process or combine our products with other products in the ordinary course of his business. We shall acquire co-ownership of the objects resulting from processing or connection in order to secure our claims as mentioned in Section VIII. 1., which the customer already transfers to us. The purchaser must keep the objects subject to our co-ownership free of charge as a contractual ancillary obligation. The amount of our co-ownership is determined by the ratio of the value of our product and the object created by the connection at the time of the connection.

  8. The customer is entitled to resell in the ordinary course of business against cash payment or subject to retention of title. The purchaser hereby assigns to us all claims with ancillary rights due to him from the resale. If products belonging to us are resold together with other goods, the purchase price claim is assigned in the amount of the price of our products. The assigned claims serve to secure all claims under Section VIII. 1. The customer is entitled to collect the assigned claims.
    The rights in this section may be revoked if the customer does not duly fulfill its contractual obligations to us, in particular, is in default of payment. These rights expire even without express revocation, if the customer stops his payments for longer than just temporary. At our request, the purchaser must immediately inform us in writing, to whom he has sold goods in our ownership or co-ownership and which claims he is entitled to from the resale, as well as issuing publicly certified documents on the assignment of the claims.

  9. The purchaser is not entitled to other dispositions concerning the objects in our reserved property or co-ownership or the claims assigned to us. Attachments or other legal impairments of the goods or claims belonging to us in whole or in part must be communicated to us immediately.
    The customer shall bear all costs that must be incurred to cancel the access of third parties to our reserved or secure property and to a replacement of the object, as far as they can not be confiscated by third parties.

  10. In the event of default in payment or any other culpable violation of the contractual obligations of the customer, we shall be entitled to demand the return of the goods in our conditional or co-owned property. If we make use of this right, then, without prejudice to other mandatory provisions of the law, we only withdraw from the contract if we expressly declare this in writing.
    If the value of the securities existing for us exceeds our claims by more than 10% in total, we shall release securities of our choice at the request of the customer.

  11. If the retention of title according to the law in the area of ​​which the goods are located is not effective, a security corresponding to the reservation of title in this area shall be deemed agreed. If the participation of the customer is necessary for the creation of such rights, he shall take all measures necessary to establish and maintain such rights.

  12. Insofar as under the law in which the goods are located, the agreement of a further reservation of proprietary rights (eg the advance assignment of the buyer's claims from a resale of the goods delivered by CODASA Industries) is permitted, the buyer shall, at the request of CODASA Industries make an agreement with them.
    VIII. Complaints due to incorrect, defective or incomplete deliveries

  13. Complaints must be reported to CODASA Industries immediately, in the case of obvious defects within 8 days at the latest, stating all necessary details such as device type, device number and type of fault.
    IX. Liability for defects

  14. The supplier is obliged to remedy any defects or deviations that are based on a defect in the construction, the material or the execution of the goods.

  15. The warranty period is 12 months. If the daily operating time of the delivery item exceeds the agreed scope, the time limit will be shortened accordingly.
    If there is a material defect within the period of limitation, the cause of which was already present at the time of the transfer of risk, the supplier can remedy the defect as a supplementary performance or deliver a defect-free item. The objectionable product must be returned to the supplier for repair or to the nearest after-sales service center recognized by the supplier for the respective product area. The costs of the cheapest outward and return shipping from / to the delivery address of the purchaser in Germany agreed upon for the original delivery of the products shall be borne by the supplier, if the complaint proves to be justified.

  16. The removal of defects takes place by replacement or repair of the defective products at the supplier. Remedies at the site are only made within the scope of special agreements. The retention of title continues with the replaced goods of the supplier.

  17. Liability for defects shall be excluded if the product is altered by third parties or by the installation of parts of foreign origin, unless the defect is not causally related to the changes, and if regulations for shipping, packaging, installation, handling, Use, maintenance or repair by unauthorized third parties are not followed, or if incorrect assembly or commissioning by the purchaser or third parties, or an excessive use.

  18. Natural wear and damage due to improper handling are excluded from the warranty. In particular, the supplier is not liable for changes in the condition or operation of the products due to improper storage or unsuitable equipment as well as climatic or other effects. The warranty does not extend to defects that are based on design errors or the choice of unsuitable material, if the purchaser has prescribed the construction or the material. For provided parts of the purchaser, we assume no responsibility.

33.T he customer shall give the supplier or a third party obliged to guarantee the execution of the warranty work the necessary time and opportunity. He is entitled to carry out such work independently with the consent of the supplier. The Supplier shall bear the expenses required for supplementary performance in a framework which shall be reasonably proportionate to the value of the item in defect-free condition, the significance of the defect and / or the possibility of supplementary performance in another way; Any additional costs shall be borne by the purchaser.

  1. Assured features are only those that have been expressly designated as such in the order confirmation or specifications. The warranty is valid until the expiration of the warranty period. If an acceptance test has been agreed, the assurance is deemed to have been fulfilled if proof of the relevant properties has been provided on the occasion of this test.
    If the warranted characteristics are not fulfilled or only partially fulfilled, the customer is initially entitled to immediate rectification by the supplier. For this purpose the orderer has to grant the supplier the necessary time and opportunity.
    If this remedy fails or only partially, the customer is entitled to the compensation agreed for this case or, if such an agreement has not been made, to a reasonable reduction of the price.
    If the defect is so serious that it can not be remedied within a reasonable period of time, and the deliveries or services for the purpose disclosed are not or only to a considerably reduced extent useable, the customer has the right to refuse the acceptance of the defective part or, if a partial acceptance is economically unreasonable for him to withdraw from the contract. The supplier may only be obliged to repay the amounts paid to him for the parts affected by the withdrawal.

  2. For claims of the purchaser due to faulty advice or the like or for breach of any secondary obligations, the supplier is only liable for intent or gross negligence.

  3. The period of limitation is suspended for the duration of the time required for subsequent performance. It does not start again.

  4. If the supplementary performance fails, the customer can withdraw from the contract or reduce the remuneration.

  5. Further rights due to defects - in particular contractual or non-contractual claims for damages, which did not arise on the goods themselves - are specified in clause XI. certain scope (see disclaimer) excluded.

  6. If a notice of defects proves to be unjustified, the supplier is entitled to charge the purchaser all expenses incurred by it.

  7. For defects of title, which are not justified in the violation of property rights of third parties, the provisions of this paragraph shall apply mutatis mutandis.
    X. Infringement of property rights
    If objects are manufactured according to drawings, sketches or other instructions supplied by the customer, the latter is solely responsible for ensuring that no third-party property rights are violated. He is not entitled to any rights against CODASA Industries due to infringements of property rights based on compliance with the documents delivered by the customer or his instructions. If CODASA Industries is claimed by third parties for such breach of obligation, the customer must indemnify the customer in full from these claims.
    XI. Liability for damages

  8. Claims other than the above-mentioned claims of the customer, in particular claims for damages, are excluded.
    This disclaimer does not apply:
    in the event of intent or gross negligence on the part of the legal representatives, executives or vicarious agents of the CODASA Industries;
    at initial inability
    in case of culpable violation of essential contractual obligations, in these cases the liability is limited to the contractually typical, reasonably foreseeable damage;
    for claims under the Product Liability Act in the event of faults in the delivery item for persons or property damage to privately used objects.
    for such risks against which CODASA Industries can reasonably insure itself; - If properties are missing, which are assured, as far as the assurance is enough.
    Insofar as the liability of CODASA Industries is excluded or limited, this also applies to the personal liability of its legal representatives, employees and vicarious agents.

  9. All cases of breaches of contract and their legal consequences as well as all claims of the customer, irrespective of their legal grounds, are governed by these terms and conditions. In particular, all claims not explicitly stated for damages, reduction, cancellation of the contract or withdrawal from the contract are excluded. In no case shall claims of the purchaser exist for compensation for damages that did not arise on the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit as well as other indirect or direct damages. This disclaimer of liability does not apply to intent or gross negligence of the supplier, but it also applies to intent or gross negligence of auxiliary persons.
    This disclaimer does not apply to the extent that it is contrary to mandatory law.
    XII. Other provisions

  10. The place of performance for all deliveries and services of the parties from their business relationship is CODASA Industries (Supplier).
    2 The place of jurisdiction for all disputes arising from the contractual relationship, also for claims arising from check and bill of exchange claims, is the registered office of CODASA Industries. CODASA Industries may also sue the contractor at its own choice at its head office or at any other competent court. This place of jurisdiction also applies to disputes concerning the origin and validity of the contractual relationship.
    CODASA Industries is also entitled to have disputes or disputes arising out of or in connection with the business relationship with the arbitrator of the Zurich Chamber of Commerce decided by one or three arbitrators appointed in accordance with this order. The arbitral tribunal is located in Zurich, Switzerland. The arbitration will be held in German. The award is final and binding on the parties involved.

  11. The customer is only entitled to assign his claims under the business relations with the prior and written consent of CODASA Industries.
    The law of the Federal Republic of Germany applies exclusively to the exclusion of its private international law insofar as it refers to the validity of another legal system.
    The application of the Uniform UN Sales Convention (C.I.S.G.) and other bilateral and multilateral agreements to standardize international purchasing are excluded.

CODASA Industries 01/19 Status: Jan.2019