Terms & Conditions

Terms and Conditions of the ONK GmbH

1. Scope

The supplies and services of the ONK GmbH take place exclusively on the basis of the terms and conditions set out below. This shall apply also in the event that the customer extends an already placed order without special offer of ONK GmbH or issued on the basis of a previously submitted by the ONK GmbH offer an additional asset. In this case, the following terms and conditions shall apply even when there is no special offer in writing will be created by the ONK GmbH; the following terms and conditions apply, in particular, even when jobs are performed due to order by catalog. The following terms and conditions apply to the award of the contract as accepted. An order granting the purchaser having regard to its own terms and conditions or conditions of purchase shall not affect the terms and conditions below the ONK GmbH. Solely the following terms and conditions without the ONK GmbH must expressly contradict it supplied led business and / or purchasing conditions of the purchaser. Deviations from the following Terms and Conditions shall only be confirmed in writing.

2. Offer, order, delivery

The offers of the ONK GmbH are non-binding. Orders shall be in writing. A contract between the ONK GmbH and the purchaser is concluded with the receipt of the order ONK GmbH, unless the ONK GmbH contradicts the order within three working days of receipt. For those specified by the ONK GmbH Dimensions, colors, etc. are subject to the industry standard or according to use reasonable tolerances. When printed matter (screen printing, web printing, etc.) reserves the ONK GmbH Excess or short deliveries up to 5%; Accordingly, the additional or reduced quantities are calculated. Partial deliveries are allowed. The ONK GmbH is entitled to deliver the order deviating contractual products, as far as their ability to function is not impaired. The shipment is delayed shipment of goods ready for reasons which are not the responsibility of the ONK GmbH, the contractual products can be stored at the expense and risk of the buyer. Should the ONK GmbH advised a delivery more than four weeks in arrears, the customer can withdraw the exclusion of further claims from the contract after a reasonable grace period set in writing and. As far as the delivery delays longer than six weeks, the ONK GmbH is entitled to withdraw completely or partially from the contract. Unless otherwise agreed, the ONK GmbH is entitled to insure the goods to be shipped to the client's expense against transport risks of all kinds. This, together with a possible takeover of the transportation costs will not affect the transfer of risk (see. 4. Acceptance, transfer of risk).

3. Cancellation, Delivery

Delivered by the ONK GmbH delivery times are not binding and give the expected date of dispatch of the goods from Cologne to. Fixed deadlines require the written confirmation of the ONK GmbH. Compliance with the delivery deadlines presupposes in any event that the customer provides period referred to by him as documents to be supplied which are required for the completion of the work or the provision of services that provides timely, and any agreed advance payments and payments. An agreed delivery date shall be deemed met if the ONK GmbH announced the dispatch of the goods or the goods have left the factory, and has the forwarder, carrier or otherwise to execute the dispatch specific person passed. Delivery and service delays due to force majeure are not charged to the ONK GmbH. These are in particular given in engineering, product, commodity or fuel starvation, war events, import and export prohibitions, fires, faults or blocking of transport routes, industrial action, and administrative orders. Such disorders go also not at the expense of ONK GmbH, if they occur at suppliers or their suppliers. In such an event occurs, an agreed delivery period by a reasonable start-up period after the end of the extended disability. If the client confirmed orders totally or partially canceled or postponement of delivery with the ONK GmbH agreed that it is responsible for, the ONK GmbH can do without separate proof claim damages in accordance with the list price of the order. The agreement on the postponement of delivery must be in writing. In case of default of acceptance the ONK GmbH has in addition to the payment claim the right to selectively determine a new delivery or rescind the contract. Orders can not be canceled after delivery.

4. Acceptance, Transfer of Risk

The client must check the goods immediately upon receipt for completeness and damage. Failing a complaint within a period of 8 days after receipt of the delivery, the work is considered accepted. Minor defects which do not impair the functionality of the delivered goods, the customer do not justify a refusal of arrival and acceptance. The risk is delivery of the contractual product to the carrier, its agents or other persons who are appointed by the ONK GmbH, but no later than the immediate handover of the contractual product to the customer or his representative to the customer. This also applies if the delivery takes place in exceptional cases at the expense of ONK GmbH ("free home delivery"). It has been agreed that the customer picks up the goods himself, this must be taken without delay, as soon as the ONK GmbH has informed the customer of readiness for dispatch. In this case, going with the message of readiness for shipment - not later than three days after the departure of the corresponding message to the client - the risk of loss of power to the Client. Exception of intentional or grossly negligent behavior of the ONK GmbH.

5. Prices and Payment

The results from the current price list Prices are FOB Cologne, or FOB the delivery systems of the ONK GmbH. VAT and other statutory charges in the country of delivery as well as packaging, transport costs and any transport insurance are charged to the customer accordingly in addition. The production of pattern pieces or "zero series" takes place for individual price of the corresponding group. For small orders up to a value of € 100.00 the ONK GmbH calculates an administrative surcharge in the amount of Euro 15,00. For customized creations of a total value of Euro 10,000.00 the ONK GmbH is authorized by the customer a deposit of 35% in order to provide 35% of the ASN and the final payment of 30% within 30 days after invoicing. The currently valid payment shall be notified in writing by the ONK GmbH in the order confirmation. Invoices are payable free of charge, there is no requirement on the receipt of delivery / performance. Exchange and checks are accepted cost and expense only by special agreement and for the ONK GmbH. The client is, without reminder in delay, as soon as it exceeds the terms of payment. If the payment dates for request for payment of the ONK GmbH is entitled to interest at the rate of 5% above the current discount rate of the Deutsche Bundesbank is entitled to without further notice. The right to claim further default damages remains unaffected. If the client is not seeking payment for after already passed their payment, the ONK GmbH is entitled to cancel in-process orders to put the previously incurred costs into account and take back the goods delivered under retention at the expense of the client. The ONK GmbH is entitled, payments to credit despite otherwise provided in the client's older debts. Costs and interest have already accrued by default, so the ONK GmbH is entitled to credit the payments against the costs, then the interest and finally against the principal performance. Offsetting on the right of retention because of the ONK GmbH not recognized or not legally established counterclaims is excluded. They show that a poor economic situation of the Customer Unless circumstances or information which ONK GmbH may at any time ask for either delivery train to train for cash advance or provision of security. All outstanding claims including those for which the ONK GmbH has accepted bills of exchange or has been agreed for the installment shall, where no period has been agreed in writing, be paid immediately.

6. Retention of title

The ONK GmbH reserves until all even future claims arising from this contract and beyond from the entire business relationship with the client, the ownership of the delivered contract product. All started by the ONK GmbH and made available drawings, films, samples, models, plans and tools remain the property of the ONK GmbH. Also remains the ONK GmbH holder of the hereto existing intellectual property rights and copyrights. The customer is not entitled without the consent of the ONK GmbH make to the documents made available to third parties or passed on to third parties. The client is entitled to disclosure of the reserved goods in the ordinary course of business under retention of title, but not to pledge or security purposes in any form. If third parties to the reserved goods the customer has to refer to the retention of title and to inform the ONK GmbH immediately. In case of resale to third parties, the client is responsible for ensuring that the third party takes into account the rights of the ONK GmbH. When combining or mixing of the reserved goods with the ONK GmbH goods belonging to the ONK GmbH acquires co-ownership in proportion to the invoice value of the reserved goods to the other goods. Treatment and processing of the goods carried for the ONK GmbH as manufacturer within the meaning of § 950 BGB, without obliging the ONK GmbH. At the processing of goods ONK GmbH co-ownership arises for the purposes of the above provisions. The assertion of the retention of title or the seizure of the delivered goods by the ONK GmbH are not regarded as withdrawal from the contract, provided that the customer is a businessman. The customer assigns his claims already at the time of ordering in advance to the ONK GmbH from from the passing of the goods in the respective invoice value of the goods. The ONK GmbH is entitled confiscation within the ordinary course of business and -verpflichtet. At the request of the ONK GmbH, the client will identify the assigned claims. The ONK GmbH may disclose to secure its payment claims at any time this assignment. If the value of securities, the payment entitlements of the ONK GmbH by more than 20%, are the ONK GmbH upon request free of the excess part of the collateral. Delivered for testing and demonstration purposes shall remain the property of the ONK GmbH.

7. Warranty, liability for defects

Ensures the ONK GmbH that the contract products are not attributed to shortcomings, including the lack of assured properties, afflicted. The manufacture of the contract products is carried out with due diligence. Ensure the ONK GmbH, that the contractual products described generally applicable to the product information and in this context are basically operational. The technical data and descriptions in the product information alone do not constitute a guarantee of specific properties. A guarantee of the properties in the legal sense is only given if the relevant information has been confirmed in writing by the ONK GmbH. Warranty claims against the ONK GmbH shall expire six months after delivery. They are not transferable. Regardless gives the ONK GmbH any further guarantee and warranty commitments of the manufacturer in full to the client further without spending even stand up. Is limited the supply of products by the ONK GmbH on goods, which are essentially products of third parties (suppliers), the ONK GmbH enters your warranty claims on the Advertiser. In this case, the ONK GmbH issued the customer all the necessary information and hands over all documentation to allow the agencyContact assert his warranty claims. The ONK GmbH is not liable for defects which are caused by faulty base material which could not be identified as defective in the encryption / processing by the ONK GmbH. The ONK GmbH takes over the rest no warranty for defects or damages caused by the following reasons: Unsuitable or improper use, faulty installation by the customer or by third parties, exposing the goods under ambient conditions that do not meet the installation requirements, natural wear and tear, in particular by weathering and natural influences, chemical, electrochemical or electrical influences, as well as non-compliance with operating and maintenance instructions. Otherwise, the warranty applies only to defects which occur in a proper use of the goods. Furthermore, the guarantee is void if the original technical characteristics are altered or removed without the prior written consent of the ONK GmbH. If the examination of a notice of defects that a warranty claim is not present, the cost of inspection and repairs are made to the principal. Claims under the warranty at the discretion of the ONK GmbH repair or replacement. Replaced parts shall become the property of the ONK GmbH. If the ONK GmbH does not eliminate defects within a reasonable deadline set in writing, the customer is entitled to demand either the cancellation of the contract or an appropriate reduction of the purchase price. In case of repair, the ONK GmbH takes over the labor costs. All other costs of repair and the problems associated with a replacement delivery costs, in particular the transport costs of the replacement part, borne by the customer, insofar as these other costs are not on value of contract disproportionate.

8. Liability

The liability of the ONK GmbH is limited to those damages whose occurrence had to be expected when the contract under the circumstances known at time of contract reasonably. For transmission errors as well as errors caused by unclear written orders or vague descriptions in orders, a liability of the ONK GmbH is excluded. Likewise, the ONK GmbH is not liable for defects which are caused due to indistinct fax orders or erroneous ISDN or e-mail transmission. The ONK GmbH is not liable for indirect damages, consequential damages or lost profits. The liability of the ONK GmbH for intentional or grossly negligent behavior, for guaranteed features and according to the provisions of the Product Liability Act remains unaffected by the foregoing limitation of liability. Possible claims for damages become time-barred six months after delivery or performance of the service. Warranty claims are entitled only directly to the customer and are not transferable.

9. Industrial property rights, copyrights of third parties

The buyer is obliged to respect patents, designs, models, and trademark rights to the products produced by the ONK GmbH. He may not remove any trademark applied to the products. The ONK GmbH assumes no liability for the contractual products do not infringe any intellectual property rights or copyrights of third parties. The client must notify the ONK GmbH of all charges against him for this reason claims immediately. Insofar as the products supplied were manufactured according to the drafts or designation of the client, this has the ONK GmbH from all claims of which are made by third parties due to the breach of intellectual property and copyright laws. The client guarantees that any questions it is to fulfill an order designs, plans, and other design specifications existing patent, license, trademark, design or other intellectual property rights, including copyrights of third parties do not violate. A related inspection obligation does not apply the ONK GmbH. In any case, the client releases the ONK GmbH inter partes from all claims for damages which are brought to the ONK GmbH as a result of any violations of third party rights.

10. Export and import licenses

Delivered by the ONK GmbH products and technical know-how are intended for use and remaining in the country of delivery agreed with the client. The re-export of contractual products requires approval of the client and is generally subject to the German foreign trade regulations and the other agreed with the principals supplying country. The contracting entity must inform themselves about these regulations. Regardless of whether the customer indicates the final destination of the contractual products supplied, it is for the clients own responsibility that possibly obtain necessary approval of the relevant foreign trade authorities before exporting such products. Any further delivery of contractual products by the customer to a third party, with or without knowledge of the ONK GmbH require the simultaneous transfer of the export license conditions. The principal is liable for the proper compliance with these conditions in relation to the ONK GmbH.

11. General Provisions

The client is not entitled to assign its claims from the contract. Performance for the deliveries of the contractual products and jurisdiction for all disputes is the headquarters of the ONK GmbH. Find on these terms and conditions applicable in Germany law under exclusion of the uniform CISG CISG application. Should one or more provisions of these Terms are or become invalid, the validity of the remaining provisions shall remain unaffected.

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Cologne, October 2001