XIMEA xiX-XL, Руководство пользователя

Страница: 101 / 111

Purchaser shall assign to the Supplier such fraction of the total price claim as is attributable to the price of the Retained Goods invoiced by
Supplier.
5. (a) Purchaser may process, amalgamate or combine Retained Goods with other items. Processing is made for Supplier. Purchaser
shall store the new item thus created for Supplier, exercising the due care of a diligent business person. The new items are considered as
Retained Goods.
(b) Already today, Supplier and Purchaser agree that if Retained Goods are combined or amalgamated with other items that are not the
property of Supplier, Supplier shall acquire co-ownership in the new item in proportion of the value of the Retained Goods combined or
amalgamated to the other items at the time of combination or amalgamation. In this respect, the new items are considered as Retained
Goods.
(c) The provisions on the assignment of claims according to No. 4 above shall also apply to the new item. The assignment, however, shall
only apply to the amount corresponding to the value invoiced by Supplier for the Retained Goods that have been processed, combined or
amalgamated.
(d) Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any further declaration being necessary
to this effect, also assign to Supplier as security its claim to consideration for the combination, including all collateral rights for the prorate
amount of the value the combined Retained Goods have on the other combined items at the time of the combination.
6. Until further notice, Purchaser may collect assigned claims relating to the resale. Supplier is entitled to withdraw Purchaser’s permission
to collect funds for good reason, including, but not limited to delayed payment, suspension of payments, start of insolvency proceedings,
protest or justified indications for overindebtedness or pending insolvency of Purchaser. In addition, Supplier may, upon expiry of an adequate
period of notice disclose the assignment, realize the claims assigned and demand that Purchaser informs its customer of the assignment.
7. The Purchaser shall inform the Supplier forthwith of any seizure or other act of intervention by third parties. If a reasonable interest can
be proven, Purchaser shall, without undue delay, provide Supplier with the information and/or Documents necessary to assert the claims it
has against its customers.
8. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations the Supplier shall be entitled
to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set
by the Supplier; the statutory provisions providing that a remedy period is not needed shall be unaffected. The Purchaser shall be obliged to
return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or exercises the retention of title, or has the Retained
Goods seized, shall not be construed to constitute a rescission of the contract, unless the Supplier so expressly declares.
Article IV: Time for Supplies; Delay
1. Times set for Supplies shall only be binding if all Documents to be furnished by the Purchaser, necessary permits and approvals,
especially concerning plans, are received in time and if agreed terms of payment and other obligations of the Purchaser are fulfilled. If
these conditions are not fulfilled in time, times set shall be extended reasonably; this shall not apply if the Supplier is responsible for the
delay.
2. If non-observance of the times set is due to:
(a) force majeure, such as mobilization, war, terror attacks, rebellion or similar events (e. g. strike or lockout);
(b) virus attacks or other attacks on the Supplier’s IT systems occurring despite protective measures were in place that complied with the
principles of proper care;
(c) hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or to other circum-
stances for which Supplier is not responsible; or
(d) the fact that Supplier does not receive its own supplies in due time or in due form such times shall be extended accordingly.
3. If the Supplier is responsible for the delay (hereinafter referred to as “Delay”) and the Purchaser has demonstrably suffered a loss
therefrom, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, but in no case
more than a total of 5 % of the price of that part of the Supplies which due to the Delay could not be put to the intended use.
4. Purchaser’s claims for damages due to delayed Supplies as well as claims for damages in lieu of performance exceeding the limits
specified in No. 3 above are excluded in all cases of delayed Supplies, even upon expiry of a time set to the Supplier to effect the Supplies.
This shall not apply in cases of liability based on intent, gross negligence, or due to loss of life, bodily injury or damage to health. Rescission
of the contract by the Purchaser based on statute is limited to cases where the Supplier is responsible for the delay. The above provisions
do not imply a change in the burden of proof to the detriment of the Purchaser.
XIMEA Technical Manual, Version: v240108 94