This shall not affect our entitlement to prove that the damage is higher and our legal claims (particularly the reimbursement of additional costs, reasonable compensation and termination). However, the fixed compensation shall be offset against further reaching monetary claims. The Buyer may provide proof that we have incurred no, or significantly less, damage than the above fixed rate.If we have agreed that the Buyer collects the goods themselves and the goods are not collected within 14 days after notification of readiness for dispatch, we shall be entitled to deliver the goods to the Buyer on a cash on delivery basis.
For this reason, in the case of contracts with an agreed delivery period of more than 4 months, we are entitled, using reasonable discretion, to immediately take into account any increases and reductions in the cost components (also for purchased parts) for the contractual goods, which occur after the contract has been concluded but before or during the manufacture of the goods, even after the the contract has been concluded, therefore increasing or decreasing the price and passing this on to the Buyer in the invoice. However, this shall not apply to increases or reductions in cost components and production costs that we have already taken into account in the prices at the time the contract was concluded. The price increase or decrease for the Buyer in accordance with this paragraph is only permissible to the extent that a change in the production costs and the costs of the cost components for the contractual goods has also happened to us. In doing so, we shall always carry out a total cost balance of the cost components and total production costs.
If the price increase is unreasonably high, the Buyer shall be entitled to terminate the contract.
(a) The retention of title shall also apply to the full value of the products manufactured by processing, mixing or combining our goods. In such case, we shall be classed as the manufacturer. Should the retention of title of third-party goods remain in effect when processing, mixing or combining them with our goods, we shall acquire pro-rata co-ownership of the calculated values of the processed, mixed or combined goods. The products manufactured in this manner shall be subject to the same provisions as goods delivered subject to retention of title.
The Buyer shall herewith assign to us the receivables to third parties arising from selling on the goods or products in the total amount of our potential co-ownership shares in accordance with the above provision by way of security. We shall herewith accept this assignment. The Buyer’s obligations stated in Section 2 shall also apply with regard to the assigned receivables.
(c) The Buyer shall remain entitled to collect the receivables alongside us. We shall agree not to collect the receivables as long as the Buyer meets its payment obligations to us, its performance is not impaired and we have not enforced the retention of title by exercising a right in accordance with Section 3. However, should this be the case, we may request for the Buyer to disclose to us the assigned receivables and its debtors, provide all information required for collecting the receivables and related documents and notify the debtors (third parties) of the assignment. In such case, we may also rescind the Buyer’s authorisation to sell on and process the goods subject to retention of title.
(d) Should the resell value of the securities exceed our receivables by more than 20%, we shall release securities of our choice upon request by the Buyer.
a) damages arising from injury to life, limb and health,
b) damages arising from a major violation of a material contractual obligation (obligation whose fulfilment is essentially required for the proper performance of the agreement and compliance with which the Contractual Partner does, and may, regularly rely on); in such case, however, our liability shall be limited to compensation for any foreseeable, typical damage.
The assignment of the Buyer’s claims set out Section VII. and VIII. is excluded. Section 354 a HGB remains unaffected.
The Buyer is responsible for ensuring that the working drawings that they submit do not infringe on the property rights of third parties. Nevertheless, if claims are asserted against us by third parties due to infringements of property rights, the Buyer shall indemnify us against any claims of third parties upon first request.
The Buyer is informed that the majority of the goods supplied by us are subject to export restrictions of the applicable foreign trade regulations, notably the CoCom regulations, and, therefore, the export of such products, whether in their original condition or installed in something else, to countries subject to these restrictions is either completely prohibited or only permitted with special official approvals. The customer is obliged to strictly comply with such export regulations and to carefully obtain all necessary official or other authorisation in each case of such export.