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GENERAL TERMS OF BUSINESS (Rev. 01/01/2006)

Scope

All delivery and performance transactions with our contract partners shall be based on our General Terms of Business outlined below. Our trading conditions shall also apply to future orders. Any changes, modifications and supplements shall require our prior expressive approval in writing.

Delivery Scope and Delivery Terms

Our written order confirmation shall govern the scope of delivery. In the case of a time-limited offer made out by us and timely acceptance, the offer shall be binding unless an order confirmation is submitted in the meantime. Any collateral agreements and modifications shall require our prior confirmation in writing.

Principally, our scope of performance comprises the preparation of translations on the basis of customer-specific originals in electronic form. Upon special request by the customer, we will also undertake the layout work of the translated version and the integration of graphics.

Deliveries shall be accepted by the customer notwithstanding any remedy rights even if the translation includes insignificant defects. Partial deliveries shall be permissible.

Prices and Terms of Payment

The performance in the form of translation work shall be charged on the basis of our price list in its latest version. The prices shall be due net excluding the legal value added tax.

The invoices shall be due net within 14 days following the invoice date without discount.

The retention of payments and the setoff with any counterclaims by the customer denied by the supplier shall not be permissible. We reserve the right to demand downpayments or prepayments from the customer.

Delivery Period

The delivery period shall start with sending the order confirmation, however, not before the procurement of the documents to be submitted by the customer, not before any releases, if necesssary, as well as not before the payment of a downpayment if requested by us.

The observance of the delivery period shall depend on the fulfillment of the contractual obligations by the customer from all contractual relationships entered with us.

Delivery dates shall only be binding after they will have been confirmed by us in writing. The delivery date shall be delayed to a reasonable extent should unpredictable hindrances occur which lie beyond the supplier's control under the condition that such hindrances significantly affect the completion of the delivery item and that such impact can be proved.

Obligations-to-cooperate by the customer

Should the customer wish the observance of a specific terminology she/he must say so upon placing the order. Otherwise, the technical terms used in general will be used for the translation.

The customer should prepare the text originals using clear wordings, formulations and terms. In order to clarify individual terms, we shall consult the customer, where necessary; in principal, however, we shall only be obliged to work out the translation on the basis of the sense as understood by us in cases of doubt concerning individual statements in the text originals.

After the translation will have been completed it will be delivered to the customer. If corrections of the translations or modifications to the terminology are made within an appropriate period we shall incorporate these into the original without charge before delivering the changed version to the customer. Should these corrections form an essential modification of the original text (so called author's corrections), however, the incorporation shall be charged according to expenditure.

Warranty and Liability

Notices of defects of any kind must be asserted in writing without delay. We reserve the right to make remedies within a reasonable period of time. Any further liability shall be excluded unless explicitly accepted in writing.

As to our inner relationship, the customer shall exempt us from any third party's claim which - according to the principles of the producer's liability - could be raised against us.

Place of Jurisdiction and Performance

For all disputes arising from the present contractual relationship, suit must be filed to the competent court of first instance or the competent appelate court in Düsseldorf. The supplier shall also be entitled to file suit at the place of the customer's head office.

Place of performance is Düsseldorf/Germany.

Oettingen GmbH
Oststrasse 115
D-40210 Duesseldorf
Phone: +49-(0)211-138050
Fax: +49-(0)211-1380555
E-mail: info@oettingen.com