Conditions fo Sale

1. General - Area of Application
The following conditions are the only conditions which apply. General Term of Business of our contractual partners only apply with our express written agreement.
Should EES GmbH change these terms and conditions, the new version of the conditions as communicated will become an integral part of the contract, provided that the contractual partner does not raise any objection within the period of one month.
The following contractual conditions apply to us and our contractual partner irrespective of whether we are the ordering party or the supplier of goods and services.
A contract comes off only if we accept your order by a confirmation order in text form (e.g. letter, fax, email).
Orders which are not acknowledged by EES GmbH within 14 days from receipt can be cancelled by the buyer. The buyer can in no case ask for compensation from EES GmbH. Cancellations and or ch anges in quantities of acknowledged orders can only be made upon special arrangements between buyer and EES GmbH. EES GmbH reserves the right to charge production costs cumulated at this time to the buyer.
Illustrations, drawings, information as to weights, product descriptions etc., in price lists, offers and other printed matter of a general nature are created and communicated according to our best efforts. If they are not expressly designated as binding, we reserve the right to make changes.
We retain the property rights and copyright to estimates, drawings and other documents. These documents may only be made available to third parties with our prior agreement. Should an order not be placed, the documents must be returned to us on request.
Orders placed electronically are to be processed by us within 14 days and acknowledged. The buyer will receive the order confirmation by fax or email. The buyer will be responsible to follow up with his orders placed at EES GMBH electronically, should he not receive an order confirmation.
Original ship dates are confirmed on the EES GMBH Order Acknowledgment form.
This form is been transmitted to the buyer by Email and/or fax. Order Acknowledgements which are not objected against within 14 days are binding.

2. Prices and conditions of payment
Our prices are quoted ex - works, excluding packaging, plus the legally applicable value added tax. We are at all times entitled, without stating the reasons, to make delivery dependent on stage - by - stage payment and also reserve the right to make deliveries subject to cash on delivery or to demand payment in advance.
If we supply goods without payment in advance, invoices issued are payable 14 days after date of invoice. Terms of payment are net, without deduction of discount or other expenses. All fees for bank transfers or payment by cheque are to be paid by the ordering party.
In case of delayed payment we are entitled to charge interest at a rate which is 3 per cent above the lombard rate of the Deutsche Bundesbank, unless the contractual partner demonstrates considera bly lower damage caused by the default or delay.
Any other provisions must be expressly agreed by us on our order confirmation or invoice.

3. Dispatch and faults
Placement of an order implies acceptance of the requirement that goods be dispatched in packaging which serves to protect against transport damage, or which increases the safety of the goods during transport.
Transportation of the goods is generally via DHL or SCHENKER International Forwarder. Suitable means of dispatch and transportation is selected by us.
We charge a fixed sum for pack aging and transportation. This sum is dependent on the distance and the service involved and is listed on the invoice as a separate item.
Any visible damage to the delivery must immediately be reported or confirmed to the delivery company on the delivery note by means of a statement of the facts or another suitable method. In addition, the damage must be reported to us separately in writing immediately.
In the case of damage, faults, incorrect quantities etc. which are only recognized when the goods are unpacked, we must be informed immediately and the goods must be retained for possible inspection by ourselves, along with the original packaging.
The buyer has the obligation to report complaints regarding the quantity and nature of the goods and services to the seller immediately, however at the latest one week after the goods or services have been received. Supplier's liability shall not apply if defects are not reported within the specified time or if the buyer interferes with the goods without permission.
In the case of justified complaint we have the right either to eliminate the fault, to take back the goods and to issue a credit note for the purchase sum, to supply replacement goods free of charge or to credit with buyer with a sum corresponding to the decrease in value of the faulty goods.

4. Warranty
4.1 Used Equipment
If no specific information regarding guarantee for “Used Equipment” sold by us is given in writing on the Order Confirmation and Invoice , All “ Used Equipment ” is purchased "AS - IS" AND WHERE - IS, without recourse against EES GmbH . This Equipment is NOT SUBJECT TO ANY WARRANTY OR GUARANTEE, including any warranty of merchantability for fitness. EES GmbH has made no guarantee, warranty or representation, express or implied, as to the quality of the Equipment.
The purchase is not subject to Buyer inspection or other conditionality by Buyer. Buyer has chosen to accept the Equipment based on the information presented to EES GmbH by its supplier, and understands that this information has not been independently verified by EES GmbH.
The Equipment may have been used in processes involving hazardous waste or dangerous chemicals. Buyer understands that all risks as sociated with such chemicals or processes are born by Buyer, and that EES GmbH not responsible for any decontamination or cleaning of the Equipment.
4.2 Fully Refurbished Equipment
The warranty period for obvious faults is six months for items of “Fully Refurbished Equipment ” which is installed by EES GmbH. In addition, the guarantee provisions for products from our sub - suppliers apply as given in the relevant documents. The warranty starts from the date of delivery.
If there is a fault in the products supplied for which EES GMBH is responsible, EES GMBH may correct the fault or supply replacement goods at its own discretion.
If EES GMBH is not willing or in a position to correct the fault or supply replacement goods, or if EES GMBH refuses to correct the fault or supply replacement goods for reasons for which EES GMBH is responsible, or if for any other reason the correction or replacement is subject to failure, the ordering party is entitled to insist on cancellation of the contract or reduction of the purchase price.
Not covered by this warranty terms are all consumable parts or failures which are because of heavy (out of spec) use of the cov ered parts, or contamination of the parts.
In no case the buyer can claim any compensation.
In the case the buyer returns the goods for repair under warranty following terms apply:
The buyer has to notify EES GMBH of such a claim .
The buyer returns the goods to EES GMBH under his expense.
After repair at EES GmbH, EES GMBH will return the repaired goods prepaid to buyer EES GMBH will choose the method of shipment.
In special cases the EES GMBH warranty is valid as from first use of the item supplied, if this is specifically stated on the invoice or the order confirmation.
The above warranty does not apply if the damage is caused intentionally or as a result of gross negligence. Neither does it apply in cases of unsuitable handling, improper use, incorrect connection or operation in conjunction with faulty peripheral equipment. Warranty is not granted by us for the results of processes.

5. Repair work
We supply written estimates for repair work. The customer must accept the estimate for the repair in writing.
If during the course of the repair we notice that the price named in the estimate will be exceeded, the customer is informed by us immediately. The customer must confirm acceptance of the new estimate to us in writing.
Our estimates do not claim to reflect the cost of the repair accurately, as some faults can only be identified when the piece of equipment or subassembly are actually opened.
If the customer does not accept that the repair should be carried out at the quoted price, we charge 40.00 € for inspection of the goods and return the invoice for this amount together with the goods to the customer at the customer's expense.
Confirmation of receipt of the item to be repaired does not imply a legal claim to have the repair carried out.
If the item to be repaired is lost or destroyed while it is deposited with us for repair purposes, for example through fire, water damage, vandalism or theft, the customer is only compensated up to the maximum value of the repair.
Goods sent to EES GMBH for repair must be suitably packaged with the postage or freight paid.

6. Liability
Any further liability for damages, regardless of legal ground, in particular as a result of positive violation of contractual duty, violation of duties in the course of contractual negotiations and from tortious acts, is excluded. This does not apply if, for example, liability automatically exists according to product liability law, in case of gross negligence, failure of supply of warranted characteristics or violation of fundamental contractual obligations. Compensation in the case of violation of fundamental contractual obligations is nevertheless restricted to .... .

7. Terms of Service and Repair
7.1 Proof of warranty - to proof the validity of a warranty case the customer should supply the original EES GMBH Invoice and delivery note. Further we need the serial number and the original supplier of the goods which a re claimed to be under warranty.
7.2 Description of failure - Products send to us not having a detailed failure description ( “ defect" or “ for repair" is not enough ) we have the right to choose to provide the customer with a chargeable failure diagnostics, or return the goods to customer against a handling fee.
7.3 Unjustified claims - In the case of not justified claims (no fault found / or operating failure) the goods will be returned to customer against a handling fee of € 40.00 plus delivery fee .
7.4 Packaging - Please use the original packaging to return goods to EES GmbH. If non original packaging material is used warranty claims could be endangered
7.5 Repairs - repairs outside the warranty period are chargeable. Repairs with an estimate repair cost of up to 50 % of the buying price will be executed without informing the customer and providing a quotation to customer. Repairs which are estimated higher than 50% a written quotation will be send o customer, which has to be confirmed in writing by customer. In case the customer does not place an purchase order for the repair of the quoted repair we have the right to charge the customer handling fee of € 50.00 and return the goods un repaired against a delivery fee.
7.6 Additional charges - following services and parts are not included in standard repairs: Kalrez 0 - Rings / Hot Calibration / Calibration with special requirements (small flows / pressure) defect Gas - Fittings/Blocks - PCB'S - missing parts - Repairs within 24 hours (additional charge) / delivery by courier services.
7. 7 Time of repair - We are anxious to return the, to be repaired goods, to the custo mer within 30 working days, from date of purchase order. Should we because of unforeseen reasons not be able to return the goods within that time we will notify the customer.

8. Export Control
Buyer understands that the Equipment may be subject to export control laws, including the U.S. Export Administration Regulations, and/or other export control laws. These laws may contain restrictions on the export, re - export, transfer, retransfer, and diversion of the Equipment to certain destinations, to certain end - users, or for certain end - uses. Buyer agrees to comply with all applicable export control laws and to assist EES GmbH with documenting compliance.

9 . Legal venue, place of performance
If the customer is a merchant entered in the official trade register, the legal venue shall be , if no other provisions are expressed in the order confirmation or invoice, our main registered office in 88662 Überlingen Germany; this is also the place of performance.
The United nations Convention on Contracts for the International Sale of Goods shall not apply. Claims accruing to the supplier from the business relationship with EES GMBH may not be transferred to third parties.