Terms & Conditions
1. General Information and Scope
The following general terms and conditions apply to the ordinary course of business between CIEP and the Customer. These terms and conditions take precedence over any other terms and conditions which the Customer might apply unless CIEP accepts them explicitly and in writing. They apply in all points that have not been otherwise agreed upon in writing.
2. Quotations
2.1 Quotations submitted by CIEP are non-binding. Prices and deadlines are binding only after CIEP has confirmed the order in writing. CIEP reserves the right of ownership and copyright to all documents submitted to the Customer. These documents may not be made accessible to third parties, either in whole or in part.
2.2 The price calculations worked out by CIEP are based on the documents submitted by the Customer. Without clear specifications by the Customer, CIEP is free to select equivalent parts.
2.3 Starting with the quotation, the Customer shall inform CIEP of any legal, regulatory or other requirements that must be adhered to in order to fulfil the contract in writing form.
3. Conclusion of a Contract
3.1 Orders are accepted either verbally or in writing.
3.2 The contract is considered effective after an order has been received and CIEP has confirmed its receipt in writing.
4. Changes
4.1 CIEP reserves the right to make any changes necessary to fulfil the contract.
4.2 If documents or manufacturing specifications are provided by the Customer, the Customer shall inform CIEP about any changes in a timely manner. The Customer shall compensate CIEP for any additional costs generated by untimely changes, directives or specifications.
5. Terms of Payment
5.1 Unless otherwise agreed, invoices from CIEP are due for payment immediately and must be paid at the latest on the 30th day after the invoice date with no discount or any other deduction.
5.2 Due dates for payment must be met even if transportation, delivery, installation, commissioning or acceptance of the supplies or services is delayed or rendered impossible for reasons outside of CIEP’s responsibility, or if non-essential parts are missing or subsequent improvements prove necessary without, however, diminishing the use of the delivered goods.
5.3 Should the Customer be in default of payment and should CIEP have reasonable grounds to assume that payments from the Customer will not be received in full or on time, CIEP has the right to:
(1) withhold its services and to deliver goods to the Customer only upon simultaneous payment and also to deposit goods at the expense of the Customer.
(2) demand down-payments for all stocked raw materials and semi-finished products required to fulfil the contract which correspond to the value of all such raw materials (based on purchase prices) and semi-finished products (based on manufacturing prices). Such down-payments are due immediately.
(3) with regards to the unfulfilled contracts or sections thereof, CIEP has the right to withdraw from the contract and claim damages (negative contractual interest).
5.4 If the Customer does not meet the agreed deadlines for payment, he must pay the legal default interest as of the 30th day after the date of invoice without notice.
5.5 The goods remain property of CIEP until they have been paid for in full. CIEP has the right to independently have the retention of ownership recorded.
6. Term of Delivery
6.1 The term of delivery begins as soon as the contract has been concluded, all official formalities such as import, export, transit, and payment permits have been obtained, any due down-payments have been made and any agreed securities have been provided and the main technical points have been agreed upon. The date of delivery is deemed to have been met if a shipment alert is sent to the Customer on or before that date.
6.2 The term of delivery may be extended:
(1) if CIEP does not receive the necessary information to fulfill the contract or if the Customer makes subsequent changes to such information thereby causing the goods or services to be delayed;
(2) CIEP shall not be held responsible for the delay caused by Force Majeure, such as the war, serious fire, flood, typhoon and earthquake, or other events agreed upon between both parties, which might occur during the process of manufacturing or in the course of loading or transit. (3) if the Customer or a third party is delayed in the work which they are supposed to complete, or if they are in default of their contractual obligations, particularly if the Customer does not adhere to the terms of payment; (4) if the Customer requires changes of products or services which influence the work in progress to such an extent that CIEP will have to suspend current work in order to avoid incurring additional costs.
6.3 For the Customer no right to damages or annulment of the contract arises in case of delayed delivery.
6.4 For framework agreements and other contracts with successive deliveries, the call-off orders must be placed within 12 months from the conclusion of the contract; the parties reserve the right to enter differing agreements in writing.
7. Transfer of Risks and Benefits
7.1 Risk and benefits are transferred to the Customer at the moment of departure of the goods ex works. This also applies if the delivery is made free of charge, CIF, FOB, or under similar clauses or if delivery includes installation or if transportation has been organized and managed by CIEP. The transfer of risks and benefits occurs regardless of the time at which ownership is transferred.
7.2 If the shipment is delayed upon request of the Customer or for other reasons which CIEP cannot take responsibility for, the risk is transferred to the Customer at the time originally agreed for the delivery ex works. As of that point in time, the goods are stored and insured at the Customer’s cost and risk.
8. Shipping, Transportation and Insurance
CIEP must be informed of any special wishes regarding shipping, transportation and insurance in a timely manner. The client bears the costs and risk of the transportation.
9. Inspection and Acceptance of Goods and Services
9.1 The Customer must inspect goods and services within 10 days of receipt and inform CIEP immediately and in writing of any defects. If the Customer fails to do so, the goods and services will be deemed accepted.
9.2 Acceptance is deemed effective: (1) if an acceptance test agreed to cannot be conducted on the intended date for reasons for which CIEP bears no responsibility; (2) if the Customer fails or refuses acceptance without the right to do so; (3) as soon as the Customer has used the goods or services provided by CIEP.
10. Warranty, Liability for Defects
10.1 The warranty period is 12 months. The warranty takes effect upon dispatch of the goods and services ex works or upon a previously agreed time of acceptance.
10.2 Excluded from the warranty are: damage resulting from normal wear and tear, inadequate maintenance, failure to comply with the operating instructions, incorrect operation, overloading, the use of unsuitable materials, chemical or electrolytic interference, construction or installation work not carried out by CIEP or for other reasons for which CIEP is not responsible.
10.3 The warranty expires prematurely if the Customer or a third party undertakes changes or repairs without written consent from CIEP, or if the Customer does not immediately take all appropriate steps to mitigate the damage and give CIEP the opportunity to remedy the defect.
11. Exclusion of Further Liability of CIEP
Under no circumstances shall the Customer be entitled to claim compensation for damages not made to the delivered item itself, namely production downtime, loss of use, loss of orders, loss of earnings or other direct or indirect damage.
12. Right of Recourse
If any persons are injured or items belonging to third parties are damaged due to the actions or omissions of third parties and if claims are made against CIEP for this reason, CIEP has the right to seek recourse from the Customer.
13. Venue and Applicable Law
13.1 The venue for the Customer and CIEP is the registered office of CIEP. Furthermore, CIEP has the right to sue the Customer at the Customer’s registered office and at the venues stipulated by law.
13.2 The legal relationship is subject to Canadian substantive laws. Application of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, CISG) is expressly excluded.