General terms of sale and delivery for KYOCERA UNIMERCO Tooling UAB. These terms of sale and delivery apply for all agreements made between KYOCERA UNIMERCO Tooling UAB (hereinafter referred to as KUT) and the Buyer, unless otherwise agreed between KUT and the Buyer in writing. Any purchasing terms, or similarly, of the Buyer shall not be legally binding for KUT. KUT can change the general terms of sale and delivery terms without notice (this applies to all future agreements). The terms goods, products, tools and services all have the same meaning, unless otherwise clearly apparent from the context when the terms are used individually. If nothing appears from the context, the words are used as umbrella terms for products/services sold by KUT to the customer. If one or more provisions are or become invalid or void because of any local legislation, or if it contains a cap, the validity of these general terms and conditions shall not thereby be affected. The parties are obliged to replace any invalid or void provision with a valid provision that comes as close as possible to the commercial meaning and purpose of the invalid or void provision. 1. Formation of contract If using an order confirmation, orders from the Buyer shall not be legally binding for KUT until the Buyer has received a written order confirmation. 2. KUT’s delivery KUT’s delivery solely comprises products that have been specified in the order confirmation. All intellectual property rights, drawings, drafts, technical specifications, etc., are the property of KUT and shall not be copied or handed over to any third party without prior written acceptance from KUT. The products delivered by KUT may not be manufactured, copied or handed over to any third party with this end in view. If the product is manufactured in accordance with customer requirements, the customer warrants that the product does not infringe any third party immaterial rights, and if the product is protected by immaterial rights, the customer is obliged to notify KUT hereof. 3. Prices All written quotations are valid for 14 calendar days from offer date, unless otherwise stated in writing in the offer. KUT’s prices are stated excl. VAT and taxes. The currency shall appear from order, order confirmation or invoice. The stated prices in offers and orders are subject to documented changes in duties and taxes, exchange rate changes, price increases on raw materials or any other conditions beyond KUT’s control. If the delivery is changed or if KUT’s costs increase due to Buyer conditions, e.g. in case of changed design requirements, after KUT has initiated production, KUT shall be entitled to adjust the agreed price accordingly. 4. Terms of payment If the agreed time of delivery has been reached, KUT shall be entitled to invoice the Buyer for all deliveries made or reported ready for shipment. KUT’s terms of payment shall appear from offer, order confirmation or invoice. If payment is not received in due time, KUT shall be entitled to payment of interests on amounts due at any time counting from payment date at an interest rate equal to 8% p.a. The Buyer should note that KUT uses the Buyer’s customer data for continuous credit rating of the Buyer. Thus, KUT discloses the Buyer’s customer data to credit rating agencies with a view to obtaining the Buyer’s customer and credit information. 5. Property/reservation of property The property in the delivery shall remain with KUT until the total purchase price has been paid. 6. Terms of delivery The term of delivery is Ex Works, the business address of the selling KUT company, according to Incoterms 2000, unless otherwise agreed between KUT and the Buyer.
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