Genereal condition  for the supply of mechanical, electrical and electronic products. 1.These general Condition  shall apply when the parties agree In writing or otherwise thereto.  Any modifications of or deviations from them must be agreed In Writing. 2.In these General Conditions the following terms shall  have the meanings hereunder assigned to them. Contract: the agreemenet In writing between  the parties concerning supply  of the Product and all appendices, including agreed amendments and additions In Writing to the said documents;. Gross Negligence : an act or omission implying either a failure to pay  due regrds to serious consequenves, which a conscientus contracting party would normarlly foresee as likely to ensue, or a deliberate  disregard of the consequences of such an act or omossion; In Writing: communication by document signed by both parties or by letter , fax, electronic mail and by such other means as are agreed by the parties. The product: The object(s)  to be supplied under the Contract, including software and documentation. Product information: 3.All information and data contained in general product documentation and price lists  shall be binding only to the extent that they are by reference in Writing  expressly included in the Contract. Drawings and technical information. 4. All drawings and technical documents relating to the Product or the manufacture submited by one party to other, prior or subsequent to the the formation of the Contract, shall remain  the property of the submitting party. Drawings, technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than that for which they were provide. They may not, without the consent of, the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party. 5.The supplier shall, not later than at the date of delivery, provide fee of charge information and drawings which are necessary to permit Purchaser to install, comission, operate and maintain the Product. Such information and drawings shall be supplied in the number of copies agreed upon or at least one copy of each. The supplier shall not be obliged to provide manufacturing drawings for the Product  or spare parts. Acceptance test. 6.Acceptance test provided for in the contract shall , unless otherwise agreed, be carried out at the place of manufacture during normal working hours. if the contract does not specify the technical  requirements, the tests shall be carried out in accordance with general practice in the appropriate branch of industry concerned in the country of manufacture. 7.The supplier shall notify the Purchaser In Writing of the acceptance tests in sufficient time to permit the Purchaser to be represented at the tests. If the Purchaser is not represented, the test report shall be sent to Purchaser and shall be accepted as accurate.  8.If the acceptance tests show the Product not to be in  accordance with the contract, the Supplier shall  without delay remedy any defiencecies in order to ensure that the product complies with the Contract. New tests shall then be carried out at the Purchaser´s request, unless the deficiency was insignificant. 9. The Supplier shall bear all costs for aceptanc tests carried out the place of manufacture. The purchaser shall  however bear  all travelling and living expenses for his representatives in connection with such tests. Delivery , passing of risk. 10. ANy agreed trade term shall  be construed in accordance with the INCOTERMS in force at the formation of the Contract. If no trade term has been specifically agreed, the delivery shall be Free Carrier (FCA) at the place named by the Supplier. If, in the case of delivery Free Carrier , the Supplier, at the request of the Purchaser, undertakes to send the Product to irs destination, the risk will pass no later than when the Product is handed over the first carrier.  Partial delivery  shall not be permitted, unless otherwise agreed. Time for delivery delay.  11. If the parties, instead of specifying the date of delivery, have specified a period of time within delivery  shall take place, such period shall start to run as soon  as the Contract is enteredinto all agreed preconditions to be fulfilled by the Purchaser have been satisfied, such as official formalities, payments due at the formation of the COntract and securities. 12. If the supplier anticipates that he will not be able to deliver the Product at the time  for Delivery, he shall forthwith notify the Purchaser thereof in Writing, stating the reason and if possible, the time when delivery can be expected.  If the supplierfails to give such notice, the Purchaser shall be entitiled to compensation for any additional costs which he incurs and which he could have avoided had he recieved such notice.  13. IF delay in delevery is caused by any of the circumstances mentioned in Clause 41, by a act or omission on the part of the Purchaser, including suspension under Clauses 21 and 44, or any other circumstances attributable to the Purchaser, the Supplier shall be entitled to extend  the time for delivery by a period which is necessary having regard to all circumstances of the case.  This provision sall apply regardless or whether the reason for the delay  occurs defore or after the agreed time for delivery. 14. If the Product is not delivered at the time for delivery, the Purchaser shall be entitled to liquidated damages fom the date on which delivery should have taken place. The liquidated damages shall be payable at the rate of  0,5 per cent of the purchase price for each commenced week of delay. The liquidated damages shall not exceed 7.5 per cent of the purchase price. If only part of the Product is delayed, the liquidated damages shall be calculated on that part of the purchase price which is attributable to such  part of the Product as cannot in consequence of the delay be used an intended by the parties. the liquidated damages shall become due at the Purchaser's demand In Writing but not before delivery has been completed or the Contract is terminated under Clause 15. The Purchaser shall forfeit his riht liquidated damages  if he has not lodged a claim In Writing for such damages withing six months after the time when delivery should have taken palce. 15. IF the delay  in delivery is such that the Purchaser is entitled to maximum liquidated damages under Clause 14 and if the Product is still not delivered, the Purchaser may in Writing demnd delivery within a final reasonable period which shall not be less than one week. If the Supplier does not deliver within such final period and this is not due to any circumstances which are attributable to the Purchaser, then the Purchaser may be notice in Writing to the supplier terminate the contract in respect of such part of th Product as cannot in consequence of the Supplier's failure to deliver be used as intended by the parties. If the urchaser terminates the Contracts he shall be entitled to compensation for the loss he suffers as a result of the supplier's delay , including any consequential and indirect loss. The total compensation, including the liquidated damages which are payable under Clause 14. shall not exceed 15 per cent of that part of the Purchase price which the contract is terminated. The Purchaser shall  alose have the right to terminate the Contract by notice In Writing to the Supplier, if it is clear from the circumstances that there will occur a delay  in delivery which, under Clause14, would entitle the Purchaser to maximum liquidated damages. In case of temrination  for this reason, the Purchaser shall be entitled to maximum liquidated damages and compensation under the third paragraph of this Clause15. 16.Liquidated damages under Clause 14 and termination of the Contract with limited compensation udner Clause 15 shalll  be the only remedies available to the Purchaser in case of delay on the part of the Supplier. All other claims against the Supplier based on sich delay  shall be excluded, except where the Supplier has been guilty of Gross Negligence. 17. If the Purchaser anticipates that he will be unable to accept delivery of the Product at the time for delivery, he shall forthwith notify the Supplier In Writing thereof, stating the reason and, if possible, the time when he will be able to accept delivery. If the purchaser fails to acept delivery at the time for deloverry, he shall nervertheless pay any part of the urchase price which becomes due at the time fordelivery, as if delivery  has taken place at the time for delivery.  The SUpplier shall arrange for storage of the Product at the risk and expense of the Purchaser. The Supplier shall als, if the purchaser so requires, insure the Product at the Purchaser's  expense. 18. Unless the Purchaser's failure to accept delivery is due to any such  circumstances as mentioned in Clause 41, the Supplier may by notice in Writing require the Purchaser to accept delivery within a final resonable period. If, for any reason which is not attributable to the supplier, the purchaser fails to accept  delivery within such period, the Supplier may by notice In Writing terminate the Contract in whole or in part. The supplier shall then be entitled to compensation for the loss he suffers by reason  of the Purchaser's default, including any consequential and indirect loss. The compensation shall not exceed that part of the purchase price which is attributable to that part of the product in respect of which the Contract is terminated. Payment 19. PAyment shall be made within 30 days afer the date of invoice. Unless otherwise agreed, the purchase price shall be åaid wit one third at the formation of the Contract and one third when the Supplier notifies the Purchaserthat the Product, or the essential part of it, is ready for delivery. The remainig part of the purchase price shall be paid when the entire Product is delivered. 20. Whatever the means of payment used, payment shall  not be deemed to have been affected before the Supplier's account has been  irrevocably creditied for the amount due. 21. If the Purchaser fails to pay by the stipulated date, the Supplier shall be entitled to interest from the day on which payment was due and to cpmpensation for recovery costs. The rate of interest shall be as agreed betzeen the parties  or otherwise 8 percentage oints above the rate of the main refinancing facility of the European Central Bank. The compensation for recovery costs shall be 1 pe cent of the amount for which interest for late payment becomes due. In case of late payment and in case the Purchaser fails to give an agreed security  by the stipulated date the Supplier may, after having notified the Purchaser In Writing, suspend his performance of the Contract until he recieves payment or, where appropriate, until the Purchaser gives the agreed security. If the purchaser has not paid the amount due within three months the Supplier shall be entitled to terminate the Contract by notice In Writing to the Purchaser ans , in addition to the interest and compensation for recovery costs according to this Clause, to claim compensation for loss he incurs. Such compensation shall not exceed the agreed purchase price. Retentiion of Title 22. The PRoduct shall remain the property  of the SUpplier until paid for in full to the extent that such retention of title is valid under the relevant law. The Purchaser shall  at the request of the Supplier assist him in taking any measures necessary  to protect the Supplier's tittle to the Product. The retention of title shall not affect the passing risk under Clause 10. Liability for defects. 23. Pursuant to the Provisions of Clauses 24-39, the Supplier shall remedy any defect or nonconformity  (hereinafter termed defect(s)) resulting from faulty design, materials or workmanship. 24. The Supplier shall not be liable for defects arising out of materials provided or a design stipulated or specified by the Purchaser. 25. The supplier shall only be liable defects which appear under the conditions of operation provided for in the COntract and under proper use of the Product.  26. The supplier shall not be liable for defects caused  by circumstances, which arise after the risk has passed to the Ourchaser, e.g. defects due to faulty maintenance , incorrect installation or faulty repair by the Purchaser or alterations carried out without the Supplier's consent In Writing. The Supplier shal neither be liable for normal wear and tear nor for deterioration. 27. The Supplier's liability shall limited to defects which appaear within a period of one year from delivery . If the use of the Product exceeds that which is agreed, this period shall be reduced proportionately. 28. When a defect in a part of the Product has been remedied, the Supplier shall be liable for defects in the repired or replaced part under the same terms and conditions as rgose applicable to the original Product for a period of one year. FOr the remaining part of the Product the period mentioned in Clause 27 shall be extended only by a period equal to the period during which and the extent that the Product could not be used as a result of the defect. 29. The Purchaser shall without undue delay notify the Supplier In Writting of any defect which  appears. Such notice shall under no circumstances be given later than two weeks after expiry of the period given in Clause 27 or the extended period(s) under Clause 28, where applicable. The notice shall contain a description of the defect. If the purchaser  fails to notify  the Supplier  In Wirting of a defect within the time limits set forth in the first paragraph of this Clause, he shall lose his right to have a defect remedied. Where the defect is such that it may cause damage, the Purchaser sall immediatly infor the Supplier In Writing. The Purchaser shall bear the risk of damage to the Product resulting from his failure so to notify. The Purchaser shall take reasonable measures to minimise damage and shall in that respect comply with instructions of the Supplier. 30. On reciept of the notice  under clause 29 the SUpplier shall at his own cost remedy the defect without undue delay, as stipulated in Clauses 23-39. The tine for remedial work shall be chosen in order not to interfere unnecessarily with the Purchaser's activities. Repair shall  be carried out at the place wher the product is located unless the Supplier deems i more appropriate that the Product is sent to him or a destination specified by him. If the defect can be remedied by replacement or repair of a defective part and if dismanting and re-installation of the part do not require special knowledge, the Supplier may demnd that the defective part is sent to him or a destination specified by him. In such case the Supplier shall have fulfilled his obligations on respect of the defect when he delivers a duly repaired part or part in replacement to the Purchaser. 31. The Purchaser shall at his own expense provide access to the Product and arrange for any intervention in equipment other than the Product, to the extent that thos is necessary to remedy  the defect. 32. Unless otherwise agreed, necessary transport of the Product or parts thereof to and from the SUpplier in connection with the remedying the defect for which the Supplier is liable shall be at the risk and expense of the supplier. The Purchaser shall follow the Supplier's instruction regarding such trasnport. 33. Unless otherwise agreed, the Purchaser shall bear any additional costs which the Supplier incurs for remedying the defect caused bu the Product being located in a place other thanj the destination stated at the formation of the Contract for the Supplier's delivery to the Purchaser or - if no destination has been stated - the place of delivery. 34. Defective parts which have been replaced shall be made available to the supplier and shall  be his property. 35. If the Purchaser has given such notice as mentioned in Clause 29 and no defect is found  for which the Supplier is liable, the Supplier  shall  be entiltled to compensation for the costs he incurs as a result of the notice. 36. If the supplier does not fulfil his obligations under Clause 30, the Purchaser may by notice In Writing fix a final reasonable period for completion of the Supplier's obligations, which shall not be les than one week. If the Supplier fail ti fulfil his obligations within such final period, the Purchaser may himself undetake or employ a third party to undertake necessary repair work  at the risk and expense of the Supplier. Where successful repair work has been undertaken by the Purchaseror a third party, reimbursement by the Supplier of reasonable costs incured by the Purchaser shall be in full settlement of the Spplier's liabilities for the said defect. 37. Where the Product has not been successfully repaired, as stipulated under Clause 36 a) The purchaser  shall be entitled to a reduction of the purchase price in proportion to the reduced value of the Product, provided that under no circumstances shall such a reduction exceed 15 per cent of the Purchase price, or b)  where the defect is so substantial as to significantly deprive the Purchaser of the Benefit of the Contract as regards the product or substantial part of it, the Purchaser may terminatethe COtract by notice in Writing to the Supplier in respect of such part of the Product as connot in consequence of the defect be used as intended by the parties. The Purchaser shall ten be maximum of 15 per cent of that part of the purchase price which is atributable to the part of the Product in Respect of which the Contract is terminated. 38. Notwithstanding the provisions of Clauses 23-37 th SUpplier shall not be liable for defects in any part  of the Product for more than one year from the end of the liability period referred to in Clause 27 or from  the end of any other libility period agreed upon parties. 39. Save as stipulated in Clauses 23-38, the Supplier shall not be liable for defect. This applies to any loss the defect may cause including loss of production, loss of profit and other indirect loss. The limitation of the SUpplier's liability shall not apply  if he has been guilty  of Gross Negligence.
ALLOCATION OF LIABILITY FOR DAMAGE CAUSE BY THE PRODUCT 40. The SUpplier shall not be liable for any damage to proprety caused by the Product after it has been  delivered and whilst it is in the possession of the Purchaser. Nor shall the Supplier be liable for any damage to products manufactured by the Purchaser or to products of which  the Purchaser's product's form a part. IF the Supplier incurs liability towards any third party for such damage to property as described in the preceding paragraph, the Purchaser shall  indemnify, defend and hold the SUpplier harmless.  If a claim for damage as decribed in the Clause is lodged by a third party against one of the parties, the latter pary shall forthwith inform the other party thereof in Writing. The supplier and the Purchaser shall be mutually obliged to let themselves be summoned  to the court  or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage allegedy caused by the Product.  The iliaility between  the Supplier and the Purchaser shall  however settled in accordance with Clause 46. The limitation of the Supplier's liability in the firdst paragraph of the Clause shall not apply wher the Supplier has been giulty of Gross Negligence. 
FORCE MAJEURE 41. Either party shall be entitled to suspend performance of his obligations under the Contract to the extent that such performance of his obligations under the COntract to the extent that such performance is impeded or made unreasonably onerous by Force Majeure, meaning any of the following circumstances: industrial disputes and any other circumstance beyond the control of the parties such as fire, war, extensive military  mobilization, inserruction, requisition, seizure, embargo, restrictions in the use of power, currency  and export  restrictions, epidemics, natural disasters, extreme natural events, terrorist acts and defects or delays in deliveries by sub-contractors caused by any such circumstances referred to in this Clause. A circumstance referred to in this Clause whether occuring prior to or after the formation of the contract shall give a right to suspension  only if the effect on the performance of the Contract could not be foreseen at the time of the formation of the Contract. 42. The party claiming to be affected by Force Majeure shall notify the other party In Writing without delay  on the intervention and on the cessation of such  circumstance. If a party  fails to give such notice, the other party shall be entitled to compensation for any additional  costs which  he incurs and which he could have avoided had he received such notice. If Force Majeure prevents the Purchaser from fulfilling his oligations, he shall copensate the Supplier for expenses incurred in securing and protecting  the Product . 43. Regardless of what might otherwise follow from thses general conditions, either party shall be entitled to terminate the Contract by notice in Writing to the other party if performance of the contract is suspended under Clause 41 for more than six months.
ANTICIPATED NON-PERFORMANCE 44. Nowithstanding other provisions in these General Conditions regarding suspensions, each party  shall be entilted to suspend the performance of his obligations under the Contract, where it is clear from the circumstances that the other party is not going to perform his obligations.  A party suspendig his performance of the contract shall  forthwith notify  the other pary thereof In Writing.
CONSEQUENTIAL LOSSES 45.  Save as otherwise stated in these General Conditions ther shall be no liability for either party towards the other party  for loss of production, lossof profit, loss of use, loss of contracts or for any other consequential or indirect loss  whatsoever.
DISPUTES AND APPLICABLE LAW 46. All disputes arising out of or in connection with the Contract shall be finally settled under the Rules of Abitration  od the International Chamber of Commere  by one or more arbitrators appointed in accordance with the said Rules. 47. The contract shall be governed by the substantive  law of the SUpplier's contry.