§ 6 Payment, Delay
(1) INSPRION´s contract claim for payment is due immediately at the delivery of the goods and without deduction. The Customer is in delay for payment when he doesn´t perform payment during the period of 14 days after the due date and after the receipt of the invoice but at latest 30 days after start of delivery. An earlier delay for payment based on the statutory legal regulations shall be unaffected.
(2) Provided there is nothing different agreed, INSPIRION is not obliged to perform first. When as a case of exception there is exclusively agreed an obligation of INSPIRION for performance in advance, § 321 of the German Civil Code shall with the condition that the rule applies when the Customer has breached the agreed terms of payment of the same or other contracts of the respective business relation.
(3) INSPIRION reserves the right to reject cheques and bills of exchange from the Customers. The acceptance of similar surrogates of payment is always regarded as conditional performance. The bill of exchange will be accepted in every case only under the precondition of discount eligibility. Discounts, cancellation expenses and bill of exchange tax as well as other expenses in connection with the acceptance of the different surrogates of payment shall be charged to the Customer. Credit notes for bills of exchange or cheques are regarded as valid under the condition of receipt of the invoiced amount; that is the value date on which INSPIRION can dispose of the equivalent sum.
(4) When after the conclusion of the contract INSPIRION issues its invoice to another person than to his contract partner (the Customer) generally no alteration of the contract partner and in particular no discharge of the Customer from his obligation for payment should be acknowledged in it. When INSPIRION issues the invoice to a third party, this should be acknowledged as INSPIRIONs consent for a cumulative assumption of the debt and not as consent for a taking–over of the contract.
(5) The Customer will be charged with € 5,00 in the invoice for each reminder for payment after the due date. This does not affect the legal rights of INSPIRION by law.
(6) In case of a delay in payment or of protest of the cheque or of the bill of exchange or in case of other circumstances, which entitle INSPIRION to demand a cash advance or provision of security, INSPIRION may terminate any agreement for extension and granted period of payment with the Customer referred to the entire business relation between INSPIRION and the Customer. § 7 Set-off, Retention, Assignment
(1) The Customer is only entitled to set off a claim or to retain payment when his counterclaim is not contested by INSPIRION or it has been declared as final and conclusive by a German court. The same applies also for the customers right to plea of non-performance of the contract pursuant to § 320 of the German Civil Code.
(2) The Customer is not entitled to assign claims from the contract to third parties without the written approval of INSPIRION. § 8 Delivery
(1) INSPIRION will perform delivery as soon as possible. The appointed period/date of delivery is generally not binding, unless INSPIRION confirms explicitly and in writing the appointed period/ the appointed date to be binding. The time of the dispatch ex works or ex stock, or the notification for the readiness for dispatch, shall be authoritative for the determination of the adherence with the period of delivery in case the goods are not dispatched in due time without INSPIRION´s fault. The period of delivery shall be prolonged to another individually agreed term, if the Customer does not perform the owed cooperation for delivery (see § 9 of the present Terms).
(2) For the duration of the examination by the Customer of printed materials, samples, clichés, etc. the period of delivery shall always be interrupted, and namely from the day of the dispatch to the Customer until the day of the receipt of his opinion.
(3) In case that the parties do not agree a binding delivery term, respectively date of delivery, INSPIRION shall be in delay with its obligation to deliver and to perform, when the Customer sends a reminder to INSPIRION indicating a reasonable period of grace and when the period has unsuccessfully expired and the further legal preconditions have been met.
(4) INSPIRION shall perform delivery under the condition of exact supply in good time through INSPIRION´s suppliers. A delay of delivery or non-performance of delivery that result from a failure of INSPIRION´s suppliers (without any cooperative fault of INSPIRION) shall not be considered as a fault of INSPIRION.
(5) If the Customer demands an alteration in the order after INSPIRION has already confirmed the order, and this alteration may affect the duration for preparation of delivery for INSPIRION, a new period for delivery begins to run after INSPIRION has confirmed the alteration.
(6) INSPIRION shall not be responsible for a delay of the delivery or of the performance as a result of force majeure or similar circumstances, which derive from circumstances which INSPIRION cannot influence after the conclusion of the contract, e.g. industrial action, official directive, and also when these circumstances appear in the sphere of INSPIRION´s suppliers or sub-suppliers. In these cases the period of delivery is prolonged until the duration of the obstacle including a reasonable initial period, but not longer than six months. After the expiry of this period both parties are insofar entitled to withdraw from the contract. The same applies if a party suffers significant disadvantages by the delay or non-performance.
(7) INSPIRION is entitled of partial delivery as long as this is appropriate for the Customer. In such cases INSPIRION is entitled to issue partial invoices.
(8) In case that the supply according to the request of the Customer is delayed as a result of a Customer´s failure to perform a required cooperative act (for e.g. delivery of additional devices and parts for reconstruction), or the Customer does not accept the delivery item, or the delivery is not performed because the Customer fails to perform his obligation for payment, then INSPIRION is entitled to demand a compensation for the additional expenses which occur, and in particular the expenses for storage. The expenses for storage can be charged from the beginning of one week after the notification of the readiness to dispatch with 0,5% lump sum of the invoiced sum for every month. The Customer is entitled to prove to INSPIRION that there are not any expenses or that the occurred expenses for storage are considerably minor. INSPIRION reserves the right to prove higher expenses. Except that, the INSPIRION`s right to withdraw from the contract or to claim compensation on the ground of statutory law shall not be affected. § 9 Duty and Obligation of the Customer to Cooperate
(1) In case the effectiveness of the contract or for the performance of the contract requires specific permissions or licences (for e.g. licences for import or export) or similar, they are to be obtained by the Customer, unless the parties did not agree explicitly something else.
(2) The customer is furthermore obliged to cooperate timely in accordance with the contract or the good faith, in particular to obtain the required permissions and to provide the additional devices and parts for reconstruction.
(3) INSPIRION is entitled to fix a reasonable term to the Customer for the carrying out of the act of cooperation (for e.g. the request for a necessary permission). After the unsuccessful expiry of the period INSPIRION is entitled to withdraw form the contract. When the required licences or permissions are not provided until the expiry of three months after the conclusion of the contract INSPIRION is entitled without further preconditions to withdraw form the contract. § 10 Passage of the Risk
(1) The risk passes to the Customer when the goods are handed over to the carrier for transmission to the customer (for e.g. forwarding agent, carrier or similar) for loading, if transportation through INSPIRION is agreed the risk passes when the loading begins, but at latest when the goods leave the factory as place of performance (comp. § 18, Sec. 2 of the present Terms),. The same applies when INSPIRION has undertaken the expenses for the transport or has undertaken another performance like the installation.
(2) If INSPIRION performs the dispatch of the goods later than the first possible date of delivery upon request of the customer or on similar grounds deriving from the Customer´s sphere, then the risk shall pass to the Customer at the moment of notification of the readiness for dispatch by INSPIRION.
(3) An insurance of the goods like against theft, break, transport, fire or water damages or similar risks will be provided by INSPIRION only upon explicit request of the Customer and will always be at the expense of the Customer.
(4) Sending backs of the goods to INSPIRION travel - reserving other explicit agreements – at the expense and under the risk of the Customer. § 11 Retention of Title
(1) INSPIRION retains the title of the goods until full payment of all accounts receivable which are existing and which can accrue in the future from the business relation with the Customer. At the entry of a running account with the Customer the entire retained property serves to secure the claim for the balance of the account. As long as according to the Customer´s national law the validity of this retention of title depends on particular preconditions or formal requirements (for e.g. on a registration), the Customer is obliged to fulfil at his own expenses the preconditions or the formal requirements for the validity of the retention of the title.
(2) In case of a breach of the contract of the Customer, in particular in case of a delay for payment or in case of an existing proceedings for insolvency, INSPIRION is entitled to request from the Customer the purchased objects back without any grace period to be fixed, or in the same case, to request the assignment of the claim for return of property against third parties. The withdrawal of the goods and the seizure of the reserved goods by INSPIRION shall not be regarded as a withdrawal of the contract by INSPIRION, unless this is declared explicitly and in writing. The Customer shall undertake the expenses for the withdrawal. INSPIRION is entitled to utilize the revoked reserved goods after a single warning. The difference between the profits of utilisation and the expenses for the utilisation will be at the expense of the Customer.
(3) The Customer is entitled to resell the reserved goods within the scope of an orderly business operation, as long as he is not in delay, and/or there is a filed application for beginning of insolvency proceedings over his property or he is obliged to apply for insolvency proceedings. In case of resell of the reserved goods on credit, the Customer is obliged to secure the rights of INSPIRION on the reserved goods. Hypothecation, transfer of ownership by way of security, further transfer to the financing of the goods (for e.g. to leasing company) or transfer of the use to third parties are allowed to the Customer only by prior written approval by INSPIRION.
(4) If the Customer resells the reserved goods, thus he assigns to INSPIRION his claim from the resell for payment together with all the accessory rights in order to secure the claim of INSPRION. The Customer is authorised until the revocation for the collection of the sum due from the resell . However, INSPIRION can request from the Customer to notify his debtors for the assignment. With the revocation of the authorisation for the collection the Customer has to notify INSPIRION for the required data for the collection about the claim and in the same case to support INSPIRION to claim for the accounts receivable.
(5) The Customer is obliged to keep diligently and at his expense in custody the goods in (co-)ownership of INSPIRION, to insure them against theft, break, fire, water or similar damages and to prove the termination of the insurance upon INSPIRION´s request.
(6) The Customer has the further duty during the reservation of the property to keep the purchased objects in proper conditions and to admit necessary repairs immediately to be performed in one of the INSPIRION´s authorised qualified workshops .
(7) For the seizure over the reserved goods of third parties the Customer has to notify INSPRION immediately after he has become known of that and to transfer to INSPIRION all the necessary information and documents for each intervention. The Customer is liable for the expenses which arise from the lift of the seizure in particular by lodgement of intervention as a third party on seizure, as long as they cannot be attained by the pursued creditors.