More Information | Conditions of Delivery and Payment
Xylem Analytics Germany Sales GmbH & Co. KG, ebro
Peringerstr. 10 ∙ 85055 Ingolstadt, Germany ∙ Phone +49 841 95478-0 ∙ Fax +49 841 95478-80 ∙ Email: firstname.lastname@example.org ∙ www.ebro.com
Conditions of Delivery and Payment
January 2018. Changes reserved. Please ﬁnd the latest version on our website: www.ebro.com/en/agb.html.
Except as otherwise expressly agreed in writing, these conditions (“General Conditions”) shall
exclusively apply to all deliveries and services of XYLEM Analytics Germany Sales GmbH & Co. KG
(in the following: Contract). Deviating conditions of the Purchaser shall not apply.
2. MINIMUM NET ORDER VALUE, VALIDITY OF QUOTATIONS, CUS-
TOM MADE PRODUCTS, EXCESS DELIVERIES AND CANCELLATION OF
ORDERS, TRANSFER OF RISK
2.1 The minimum net order value amounts to EUR 100. For orders below this amount Supplier
reserves the right to charge handling costs of EUR 20.
2.2 Quotations are valid for thirty (30) calendar days from the date of issuance unless otherwise
agreed in writing by Supplier, subject to prior sale. Supplier reserves the right to cancel or with-
draw the quotation at any time with or without notice or cause prior to acceptance by the Pur-
chaser. Supplier nevertheless reserves its right to accept any contractual documents received from
the Purchaser after this 30-day period.
2.3 The price for custom made products shall be separately agreed between the Parties.
2.4 Supplier shall have the right to deliver an excess quantity of up to 10% that has to be paid by
2.5 If the Purchaser fully or partly cancels an order for non-custom made products without justi-
ﬁcation Supplier shall be entitled, notwithstanding the right to assert a higher damage that has
actually been incurred due to the cancellation, to demand 10% of the sales price for the cancelled
order volume as compensation for the processing and minimum loss of proﬁts unless Purchaser
establishes proof of a lower damage. The cancellation or amendment of an order for custom made
products shall not be possible.
3. PRODUCT INFORMATION
All information and data contained in general product documentation and price lists, whether in
electronic or any other form, are binding only to the extent that they are by reference expressly
included in the Contract.
4. DRAWINGS AND DESCRIPTIONS
4.1 All drawings and technical documents relating to the Product or its manufacture submitted
by one party to the other, prior or subsequent to the formation of the Contract, shall remain the
property of the submitting party.
4.2 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
provided. They may not, without the consent of the submitting party, otherwise be used or copied,
reproduced, transmitted or communicated to a third party.
4.3 Supplier shall, not later than at the date of delivery of Products, provide free of charge informa-
tion and drawings which are necessary to permit the Purchaser to erect, commission, 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. Supplier shall not be obliged to provide manufacturing
drawings for the Product or for spare parts.
5. INSPECTIONS AND TESTS
5.1.1 If expressly agreed in the Contract, the Purchaser shall be entitled to have the quality of
the materials used and the parts of the Product, both during manufacture and when completed,
inspected and checked by its authorised representatives. Such inspection and checking shall be
carried out at the place of manufacture during normal working hours after agreement with Sup-
plier as to date and time, and at the Purchaser’s expense.
5.2.1 Acceptance tests provided for in the Contract shall, unless otherwise agreed, be carried out
at the place of manufacture during normal working hours.
5.2.2 If the Contract does not specify the technical requirements, the tests shall be carried out in
accordance with the Supplier’s standard practice.
5.2.3 If the Purchaser in due time has requested in writing, 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 the Purchaser and shall be
accepted as accurate. With regard to standard products (as deﬁned by Supplier from time to time)
only a “production card” will be delivered with the Product stating that the Product has passed the
test procedure and thereby is approved. If requested by the Purchaser in writing and prior to the
performance of the test, a test report will be sent to the Purchaser at an additional cost reasonably
determined by Supplier.
5.2.4 If the acceptance tests show the Product not to be in accordance with the Contract, Supplier
shall without delay remedy any deﬁciencies 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 in
Supplier’s sole opinion was insigniﬁcant.
5.2.5 Supplier shall bear all costs for acceptance tests carried out at the place of manufacture. The
Purchaser shall however bear all costs and expenses for its representatives in connection with such
tests. The Purchaser shall bear all costs for any optional tests requested by the Purchaser.
6. DELIVERY, PASSING OF RISK
6.1 Any agreed trade term shall be construed in accordance with INCOTERMS 2010. If no trade
term is speciﬁcally agreed, the delivery (“Delivery”) shall be DAP, Purchaser’s address as set out
in the Purchaser’s purchase order accepted by Supplier. However, Supplier’s costs for DAP delivery
shall be paid by Purchaser as set out in Clause 9.6 below.
6.2 Partial shipments shall be permitted unless otherwise agreed.
7. TIME FOR DELIVERY
7.1 Time for Delivery
If the Parties, instead of specifying the date for Delivery, have speciﬁed a period of time on the
expiry of which Delivery shall take place, such period shall start to run as soon as the Contract is
entered into, all ofﬁcial formalities have been completed, payments due at the formation of the
Contract have been made, any agreed securities have been given and any other preconditions
have been fulﬁlled.
7.2 Delay on part of Supplier
7.2.1 Any time periods speciﬁed by Supplier in the Contract for Delivery are to be treated as esti-
mates whilst the Supplier shall make reasonable efforts to deliver on time. If Supplier anticipates
that it will not be able to deliver the Product at the time for Delivery (“Delay”), Supplier shall
inform the Purchaser thereof and, if possible, the time when Delivery can be expected.
7.2.2 If Delay is caused by any of the circumstances mentioned in Clause 14 or by an act or omis-
sion on the part of the Purchaser, including suspension under Clauses 9.4 or 14, the time for
Delivery shall be extended by a period which is reasonable having regard to all the circumstances
in the case. This provision applies regardless of whether the reason for the Delay occurs before or
after the agreed time for Delivery.
7.2.3 In case of Delay, the Purchaser may in writing demand delivery within a ﬁnal reasonable
period which shall not be less than ninety (90) days from the Supplier’s receipt of such demand.
If Supplier does not deliver within such ﬁnal period and this is not due to any circumstance for
which the Purchaser is responsible or a Delay covered by Clauses 7.3 or 14, then the Purchaser
may by notice in writing to Supplier terminate the Contract in respect of such part of the Product
that cannot, in consequence of Supplier’s failure to deliver, be used as intended by the Parties.
THE PURCHASER SHALL IN NO EVENT BE ENTITLED TO ANY LIQUIDATED DAMAGES IN
THE CASE OF DELAY.
7.2.4 If the Purchaser terminates the Contract due to Delay, it shall be entitled to compensation
for the loss it has suffered as a result of Supplier’s Delay. The total compensation shall not exceed,
except in cases of intent or gross negligence, 10 percent of that part of the purchase price which is
attributable to the part of the Product in respect of which the Contract is terminated.
7.3 Delay on part of the Purchaser
7.3.1 If the Purchaser anticipates that it will be unable to accept Delivery of the Product at the De-
livery time, it shall forthwith notify Supplier in writing thereof, stating the reason and, if possible,
the time when it will be able to accept Delivery.
7.3.2 If the Purchaser for any reason fails to accept Delivery at the Delivery time, it shall neverthe-
less pay any part of the purchase price which becomes due on Delivery, as if Delivery had taken
place. Supplier shall arrange for storage of the Product at the risk and expense of the Purchaser.
Any other direct and/or ﬁnancial costs incurred as a result of such failure to accept Delivery shall be
borne by the Purchaser. Supplier shall, if the Purchaser so requires in writing, insure the Product
on behalf of the Purchaser and at the Purchaser’s expense.
7.3.3 Unless the Purchaser’s failure to accept Delivery is due to any such circumstance as men-
tioned in Clause 14, Supplier may by notice in writing require the Purchaser to accept Delivery
within a ﬁnal reasonable period.