General Terms and Conditions
XeNTiS Composite Entwicklungs- und Produktions GmbH
Part 3 of 3:


Our guarantee specifically does not apply to defects that are based on unprofessional
use, excessive use, or that are based on abrasion (the guarantee applies only to rusting
through, nor to surface rust). Basically all guarantee rights and rights to damages in
connection with the relevant parts become null and void in case of unprofessional
assembly or changes in the goods or their components. If defects occur, the client is
obliged to immediately allow an improvement in the form of free replacement or
improvement of the goods in question and must set a suitable deadline for this in writing.
Only if we do not make the improvement within the established deadline can the client
demand a proportionate price decrease. In any case a claim of defects cannot be made if
special versions of any nature whatsoever requested in the order by the client do not
meet his expectations upon delivery. Minimal deviations in drawings, models and
samples that do not lead to any change in the goods themselves do not represent
defects. Further demands by the client for replacements of any type whatsoever are
ruled out unless the contractor or his personnel can be accused of intent or gross
negligence.
Defects in individual pieces only authorize a rejection of an entire shipment if the nature
of a defect makes the entire shipment useless. Return shipments require our prior
authorization in all cases. The guarantee period equals 24 months, calculated from the
date of delivery, and applies to all parts which can be proven to be unusable before the
transfer of risks, particularly due to incorrect design, poor materials or defective
construction, or if their usefulness is considerably compromised. Replaced parts become
our property when replacement shipments are sent or credit invoices issued and have to
be returned to us upon request The regulation on presumption of § 924 ABGB is ruled
out. The client must give evidence of the presence of a defect at the time of transfer.
IX. Reservation of ownership
All delivered goods remain our property until the complete payment of the purchase price
and the secondary cost caused by any delay in payment, even if they have already been
processed by the client or professionals hired by him. The client is forbidden to mortgage
the goods, or give them as security, that are under reservation of ownership without our
specific written permission, and such action is therefore invalid. Should said goods be
illegally alienated, the purchase price claim that takes the place of the reservation of
ownership against the third party shall be considered to have been relinquished to us and
the purchase price paid to the client shall be viewed as having been entrusted to him or
he must inform the debtors of said relinquishment. The client must suitably insure the
goods that are under reservation of ownership against theft and fire at his own expense
and indemnify us against their loss and respective damage. We hold the rights contained
in this insurance contract and/or those insurance policies should be written in our favour.
The client must immediately inform us of any mortgaging, insolvency proceedings, or
other legal events that could influence our rights, and he must indemnify us in terms of
demands for payment of damages or claims. Should a bailiff wish to mortgage the
delivered goods, that bailiff must be informed of our ownership rights with a specification
of our company name and our address. In addition the client is obliged to maintain the
delivered goods in proper conditions for the duration of the reservation of ownership. In
case of bankruptcy we hold the right to immediately collect the goods under title
retention. The client withdraws from any objections in particular from intrusion
entitlements.
X. Withdrawal
A withdrawal from an already established purchase contract by the client is only
permissible due to impartial significant grounds and authorizes us to make a financial
adjustment by way of a re-endorsement of at least 25% of the order volume, as well as
to remunerate further loss.
XI. Damages and product guarantee
It is specifically agreed that we do not need to pay the client any damages for injuries to
persons, damage to goods that are not an object of the contract and for other damages,
insofar as gross negligence or intent cannot be attributed to us in individual cases. The
liability for lost profit is generally excluded. All claims for damages must be legally
claimed – if we do not specifically acknowledge the defect in writing – within one year
after the termination of the contractually established guarantee deadline; otherwise
rights to claims become null and void on its merits.
XII. General stipulations
The client can only transfer rights from the contract at hand to third parties with our
specific authorization in writing.
This Agreement shall be governed by the laws of the
State of Illinois, without reference to conflicts of law principles.

To be legal, changes in this contract must specifically be in writing, including a change
effecting a change in this form requirement. Oral agreements are invalid. Should
individual stipulations in these sales and delivery terms be or become invalid, this does
not affect the validity of the other stipulations, and the contract otherwise remains legally
valid. Any non-functional stipulations should be replaced by stipulations of a type that
comes as close as possible to the legal intentions of the parties to the contract or be
reduced to the legal permitted degree (reduction with conservation of repute).
(Issue October 2011)

 

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