Quality is not just luck
but the result of intensive
reflection
3.1. Our prices are net ex works. The purchase tax rate valid on the invoice date will be added separately. Prices are binding for the respective order and cannot be applied for consecutive orders.
3.2. Costs for package, transportation and transportation insurance will be additionally charged
3.3. Our stipulated prices for the respective order are binding for a period of 6 months, based on the date of the conclusion of the contract. In case of a stipulated longer time limit for delivery or service we have the right to demand a proportionate extra charge on the basis of the original price calculation, taking into account the pro-rata rise of costs for material or wages.
3.4. The stipulated total price is to be taken as payment for construction and development results offered by ARINKO in accordance with the task description. Even if the required construction or development results are achieved in fewer work stages, other sequence or differing mode of operation the total price is to be paid. The splitting of work stages and the estimated time limit for the execution of the order is a non-binding scheduling to clarify the processing of the order. This regulation is generally binding unless an individual contract determines the prices based on account of operating expenses.
3.5. Suggestions or any other cooperation of the client have no influence on the calculation of the price. Unless a different agreement exists, the client has no right to claim contributory copy rights of any kind.
3.6. Should a time extension beyond the previous time limit become necessary, ARINKO has the right to notify the client and charge to his account without any separate contractual agreement the additional costs documented up to the amount of 10% of the stipulated contract volume.
If the stipulated contract volume presumably will exceed the estimate by more than 10% ARINKO is obliged to inform the client and place a new offer, unless it is the case of an order extension based on additional requirements of the client. If the client does not accept the new offer he has the right to withdraw from the contract. In this case ARINKO is also entitled to receive payment for her so far executed work within the scope of additional services rendered.
4.1. Schedules for delivery and performance are not binding except ARINKO confirms them in writing. Apart from that, they are an estimation and subject to change. Dates for delivery and performance are met if we on the stipulated date inform the client about readiness for dispatch. Time of delivery or performance is counted only after the client´s complete presentation of the required documentation like drawings, release documents etc. and after discussion of all pending technical questions and after all down-payments has been made.
4.2. Release of the production rests with the client. Before beginning with the serial manufacturing of parts the client has to test by producing a prototype the suitability of ARINKO´s works. The test results are to be discussed with ARINKO. Items of works presented by ARINKO count as released for further processing of construction and development if the client within 2 weeks, based on the date of presentation, does not submit a written objection.
4.3. If we miss the deadline of delivery or performance due to inevitable or at the time of contracting unforeseeable circumstances, that in spite of all due diligence could not be averted by ARINKO, the date for delivery and performance will be adequately extended, at the most by 2 months. If due to the same reason and without ARINKO´s negligence timely fulfilment of stipulated contractual performance is impossible ARINKO is liberated from the obligation to supply.
4.4. We only then default in delivery – also in the case of stipulated or anticipated delivery dates - if we are granted in writing a period of grace of 2 weeks. We are liable for damages caused by delay only up to a maximum of 5% of the contract volume.
4.5. If the client is in default due to whatsoever reason or suffers from a considerable deterioration of his finances we have the right to retain any further delivery or performance and demand advance-payment. Such deterioration of finances is to be assumed if e.g. notes or cheques are stopped or a credit line is already exceeded or would be with the next payment for delivery.
4.6. Delivered products or services are to be accepted also with minor defects. Reasonable partial delivery or performance is to be accepted as well as customary or reasonable deviations from the order.
4.7. Delivery of products or performance is ex works. The risk of accidental loss or damage is passed to the carrier latest when he left works, resp. to the client with receipt of the accompanying documents.
5.1. Our invoices have to be paid without deduction within a deadline of 14 days after the invoice date. All payments have to be made in Euro.
5.2. If payments are overdue the client without warning is to pay 8% late interest in addition to the respective base rate on the date of the deadline. We reserve the right to claim compensation for further financial loss. If the client is overdue with one payment, we have the right to demand full payment of the remaining amount, unless the client proves that the delay was not caused by him.
5.3. Notes and cheques will be accepted for payment only after prior special written agreement, costs and allowances are at the expense of the client.
6.1. ARINKO reserves the property right for all delivered products and performances until all claims - also future ones - are settled with the contractual partner. In case of addition to an unpaid invoice the reservation of property rights is binding as for the respective account balance. The return of products does not mean withdrawal from the contract. Yet, we are entitled to take back our products if the client is overdue with payment. The value of the products will be credited to the real sales revenue after deduction of the costs for recycling and return. The client is obliged to insure our property against fire and water damage as well as theft. The title of insurance benefits is transferred to ARINKO.
6.2. The client may continue processing of our products during the regular course of business or resell our products in agreement with extended property rights. The client´s right to process or resell our products is terminated if he is overdue with payments or otherwise grossly negligently violates the contractual terms or in case of deterioration of his assets, namely default, over-indebtedness, insolvency proceedings or any other crucial damage to his assets that may lead to the endangerment of our securities.
6.3. Products subject to reservation of ownership will be processed for us (§ 950 BGB). In case of joint processing for several suppliers we exercise the right of co-ownership according to § 947 f. BGB. If the client combines or compounds our product with another product that is owned by him in such a way, that the client´s product is to be regarded as the main product, he assigns to ARINKO by signing the contract the share of co-ownership of the main product proportional to the value of the main product.
6.4. The client transfers to ARINKO the claims and ancillary rights arising from the resale of products according to our share of proprietary rights. He is entitled to prohibit transfer. Partial payments of a client´s debtor to the client are initially to be credited against the client´s accounts and only after payment in full to be credited against our own accounts. The client has the right to assert assigned debt claims during the course of his regular business. This right is abandoned for claims named under §2. In these cases the client is obliged to participate in the assertion of debt claims.
7.1. Products of ARINKO are constructed according to the latest German state-of-the-art standards. ARINKO takes over warranty for the contractual usability of her products according to this standard at the point of transfer of perils resp. the acceptance of delivery. Scale of rating of the contractual products is the respective contractual description of products and their contractual operation purpose. The client alone is responsible for the correctness of his presented specifications and data. We are not obliged to verify his data. We assume no warranty for constructional defects arising from faulty drawings and CAD- or other data of the client. If a flow chart, a preliminary design, measures or the like are the basis for the performance of ARINKO, those data inscribed on data media, drawings, construction draughts or CD´s are the binding basis for the contract. ARINKO does not assume warranties beyond this level. Minor changes of the products as to construction, shape and design and the client´s operational data as well as minor changes of our performance are to be accepted by the client as long as they are of reasonable extent or in the case of customary assemblage or tolerance of quality and construction, or in the case of minor deviation from the normative DIN-standards or client-specific drawings. Such minor deviations provide no basis for the assertion of claims.
7.2. Prototypes and models due to technical reasons are not lasting. This applies regardless of the used production method. Even under ideal storage conditions they can lose their dimensional accuracy, shape and solidity. Usability of prototypes and models as well as their performance under chemical and physical influence beyond normal range are unknown so that we do not assume warranty for these products.
7.3. Acceptable deviations of those by us delivered or constructed assembly groups and devices match the standards of the acceptable average of normative DIN-standards. The tolerance range for by us delivered prototypes and models etc. is to be accepted even without the client´s prior explicit information about the individual measurements to be the basis for the order. We only then have to provide measurement protocols if the customer presented reference data for measurements and indicated them accordingly.
7.4. The client is to notify us in writing about defective delivery latest within 14 days based on the delivery date. He is to notify us in writing about hidden faults 14 days after their detection. The contractual partner is obliged to give us a detailed written list and description of all by him noticed defects. If we do not receive this written notification or if it is handed in too late, the contractual partner loses his warranty claims for possibly defective products. Processing of a notice of defects by us, especially also the inspection of the products after their return by the contractual partner, in no case means that the contractual partner must not keep to the contractual regulations for his notice of defects.
7.5. In the case of a defect we have the right to decide about elimination of the defect or subsequent delivery of a defect-free product. In the case of supplementary performance we are obliged to take over all those expenses related to the purpose of supplementary performance, especially expenses for carriage, charges, work and material as long as the expenses are not raised by transportation of the products to another location than the point of delivery.
7.6. We have the right to withdraw from supplementary performance if it will cause unreasonably high costs, especially when in the case of subsequent delivery - if the expenses arising from the elimination of the defect presumably will exceed 100% of the marketing value of the product - the costs for replacement purchase by us will exceed 150% of the marketing value of the product. Other legal rights of the client (abatement of the purchase price, withdrawal from the contract, compensation for unavailing expenses) will not be touched.
7.7. As long as legal regulations do not postulate anything else, the client is obliged to grant us a reasonable grace period in writing before he can claim any other warranty. On a regular basis we may be granted a grace period of a minimum of 4 weeks for supplementary performance resp. presentation of revised constructions, drawings or calculations; this does not apply if for the individual case another grace period is contractually stipulated or if a shorter grace period is mandatory e.g. in urgent cases when unreasonably high damages are pending or when operational safety is endangered. If supplementary performance is not achieved within this time limit, the client has the right to assert legal rights, especially to withdraw from the contract, declare abatement from the purchase price or within the scope of clause 8 to claim compensation for damages. It is not required to stipulate a grace period if we definitely and seriously refused supplementary performance or if supplementary performance is impossible.
7.8. Withdrawal from the contract is excluded if the product resp. work performance has only minor defects. Minor defects are defined as minor deviations from the contractual condition or suitability of the product. Warranty claims cannot be asserted if the defects derive from natural wasting of the product, faulty or negligent handling, negligent or improper maintenance, improper utilisation or inadequate application, faulty mounting, after over extensive strain, or usage of inadequate operating devices after passing of the risk, or due to impairment as a result of especially external conditions after passing of the risk that had not been stipulated in the contract. Warranty claims against us are excluded if the ordering client himself or a third party has performed repairs without compulsory need.
7.9. Compensation for damages as replacement for performance can only then be claimed by the client if the delivery of the defective product would be a serious violation of the contractual obligations.
7.10. Warranty period is 12 months based on the delivery date of the purchased product resp. date of acceptance of the work performance. In case of defects in buildings or defects as to quality of products used in building according to their regular applicability thus causing the defect, the legal warranty period of 5 years is to be applied (§ 483, Clause 1, No. 2, BGB). Warranty for supplementary performances or a delivered single component is taken over only for the warranty period applicable to the original delivery.
7.11. If the grace period for supplementary performance has expired ineffectively, we have the right to demand from the client to declare within a period of 1 month his further warranty claims against us. If his declaration does not reach us within this time limit we disclaim warranty. This will become effective only if we had attached to our demand the explicit information about this legal consequence.
7.12. The contractual partner has the right to assign claims against ARINKO for faulty products he is held liable for by his customer only to the extent that he had not made any agreements about warranty liability contradictory to federal legal regulations, especially as to the laws of product liability. In this case the extent of our warranty liability towards our client is defined by the legal regulations. Should the by us delivered product, contradictory to clause 1.5, have been delivered by supply chain to a consumer, the respective mandatory legal regulations are to be applied. We do not assume warranty according to §§ 478, 479 BGB if our client had delivered abroad and thereby excluded the application of the UN-Convention on Contracts for the International Sale of Goods.
7.13. Those by ARINKO produced items are personal and intellectual creations. ARINKO is not liable for their novelty or issues of patent claims.
8.1. We assume liability for compensation of loss, irrespective of any legal basis, only if we, our legally appointed representative or auxiliary person (including subcontractors) acted deliberately or grossly negligent; if we had issued a performance bond guarantee up to the contractual extent; guarantees require written form and must be explicitly named as such; - in cases of death, damage to physical condition or health – in cases of other mandatory liability.
8.2. In cases of ordinary negligence we assume liability, irrespective of any legal basis, only in cases of violation of fundamental contractual duties as long as clause 1 is not applicable. A fundamental contractual duty is defined as a duty that is prerequisite for the regular fulfilment of the contract as such and which the client regularly relies on or may rely on. The client is obliged to notify us prior to the conclusion of the contract in written form about special risks, atypical potential of damages or exceptional loss. We assume no liability for any further consecutive damages like loss of production, loss of profit, direct damages, loss of information or data, or for third-party liability claims.
8.3. ARINKO assumes liability up to the limit of the contract volume, at the maximum, however, up to Euro 50.000,00. This limitation of liability becomes effective if several consecutive damages arise caused by the same defect (continuation of offence). In this case ARINKO assumes liability whereby all part damages are to be taken as one total damage. If the damage is covered by a liability insurance of the client, ARINKO is liable only for those damages for the client that arise during the course of settlement of the claims, such as rising insurance rates or interest disadvantage.
8.4. The above stated liability clauses are applicable also for the client´s legal claims in the case of compensation for unavailing expenses as well as for personal liability of employees, workers, other staff members, representatives and auxiliary persons. Our client only then may assert liability claims against us or his right of withdrawal from the contract in the case of violation of our duty of protection and considerateness beyond our control according to § 241, clause 2, BGB, that is not directly related to the delivery of the product and only after we had been given a written warning about the violation within a reasonable time limit. A written warning is not required if we or our representatives had acted deliberately grossly negligent or in case of death or damage to physical condition or health.
9.1. If we are to deliver or product according to the client´s drawings, CAD-data, models, samples, constructional data or alike, or according to parts provided by the client, he is to make sure that property rights of thirds are not violated thereby. The client is to indemnify us from legitimate claims of thirds and compensate ARINKO for eventual loss. If a third party prohibits our production or delivery or service by referring to one of his own industrial property rights we have the right to – irrespective of verification of the legal status - to stop works and claim compensation for our expenses.
9.2. Drawings, CAD- or other data and samples turned over to us by the client that had not led to the placement of an order will be returned upon request with refund of our expenses. Otherwise we are entitled to destroy such drawings, CAD- or other data and samples after 3 months, based on the date of the submission of the quote.
9.3. Copyrights and other industrial property rights of ARINKO or models produced by thirds, samples and facilities, blueprints, CAD-data, drawings or other data principally remain with us and are not returned to the client together with the delivery. The ordering client has no right to make use of the planning for another than the respective project. ARINKO´s work (blueprints, production drawings, models) is protected as own intellectual creation by the “Sweat of the brow” doctrine so that also in these cases § 2 of the Property Law is to be applied.
9.4. Neither the originals nor the copies of our construction or development results, technical solutions and elements based upon, copyrighted drawings, can be altered without our prior consent. The ordering client is not entitled to claim a copyright (patent, utility model, industrial design) under his name for creations of ARINKO since a transfer of patentable copyrights requires a special agreement. In this case ARINKO is to be released from possible claims of the client according to the German Law on Employee Invention.
9.5. ARINKO grants the non-exclusive right to the client, after payment in full of all by him stipulated contractual developments or performances (e.g. constructional planning, drawings, models, tools or devices and other work results) to make use of these within the scope of the order description resp. the stipulated intended purpose of the order. In the case of an individual contractual transfer of the non-licensable right of use, ARINKO reserves her right to make use of her during the development process gained findings.
11.1. Any placed order with ARINKO is subject to German Federal Law.
11.2. Place of jurisdiction is Bautzen, Germany. However, ARINKO has the right to bring the ordering client to trial at his place of general jurisdiction or at the place of jurisdiction relevant for his business location.
11.3. Place of performance, payments or execution for any commitment arising from the legal relations entered with the ordering client is Bautzen, agreements about bearing the costs do not include a change of the previously existing regulation about the place of execution.
