Prices and Payment
In the absence of any special agreement the following payment terms shall be applicable:
-100% payment in advance
The delivery term shall be based upon the agreements reached between the contracting parties. Compliance with the delivery term by Thermansys shall necessitate that all commercial and technical questions between the contracting parties have been clarified and that Purchaser has satisfied all of its obligations, including that an agreed advance payment has been made. Should this not be the case, the delivery term shall be appropriately extended. Compliance with the delivery term shall be subject to correct and timely delivery of raw materials and supplies to Thermansys. The delivery term shall be deemed to have been observed if the supplied items have left Thermansys’ factory or notification of readiness for shipment has been made prior to the expiration of the delivery term. Should failure to observe the delivery term be caused by force majeure, strikes, lock-outs or other events beyond the control of Thermansys, the delivery term shall be appropriately extended. Should shipment be delayed at the request of Purchaser, Purchaser shall be charged the storage costs incurred, beginning one month subsequent to notification of readiness for shipment. Following stipulation and expiration of an adequate term, Thermansys shall additionally be entitled to otherwise dispose of the item to be supplied and to effect delivery to Purchaser subject to a reasonable extended term.
Passage of Risk and Acceptance Testing
The risk shall pass to Purchaser at the latest upon shipment of the items to be supplied, even if partial deliveries are made or if Thermansys has assumed other performances, e.g. shipping costs for delivery and installation. Upon request by Purchaser, Thermansys shall insure the consignment at Purchaser’s expense against theft, breakage, shipping, fire or water damage, as well as any and other insurable perils. Should acceptance testing be performed, the time of said acceptance testing shall be definitive for passage of the risk. Said acceptance testing shall be performed without delay on the date set for the acceptance testing, or alternatively subsequent to notification by Thermansys of readiness for acceptance testing. The presence of an immaterial defect or deficiency shall not entitle Purchaser to refuse to perform acceptance testing. 2. Should shipment or acceptance testing be delayed or not be performed due to circumstances for which Thermansys is not responsible, the risk shall pass to Purchaser upon the day that notification of readiness for shipment or acceptance testing is made. Thermansys shall undertake to obtain the insurance coverages requested by Purchaser at Purchaser’s expense. Purchaser shall be required to accept delivered items even in the presence of immaterial defects or deficiencies. Partial deliveries shall be permissible if not unreasonable for Purchaser.
Retention of Title
Thermansys shall retain title to the supplied item until any and all payments have been received – including payments for any performances that might additionally be owed – arising from the contract for supply and until such time as payment has been received for any and all claims against Purchaser or members of its corporate group by Thermansys or members of its corporate group. Should Purchaser be a dealer or a manufacturer, it shall be revocably authorized to incorporate the supplied items within the framework of proper business transactions and/or to process and/or resell said supplied items. Purchaser herewith assigns to Thermansys its entitlements under the resale transaction (in the ratio of the value of Thermansys’s goods to the manufacturing costs of the entire product in connection with their incorporation or processing). Thermansys shall be entitled to insure the supplied item against theft, breakage, fire, water or other perils at Purchaser’s expense. Purchaser shall not be entitled to either pledge or use as collateral the supplied item. Purchaser shall be required to inform Thermansys immediately in the event of confiscation or other third-party dispositions. Should Purchaser be in breach of the contract, in particular in the case of payment default, Thermansys shall be entitled to retrieve the supplied item following issuance of a warning notice, and Purchaser shall be required to surrender said supplied item. Thermansys’ right to assert its right to retention of title or to attachment of the item shall not constitute a withdrawal from the contract on the part of Thermansys. 5. Petition for the initiation of insolvency proceedings shall entitle Thermansys to withdraw from the contract and to demand the immediate return of the supplied item.