III. Obligations of Springer
1. Subject to an exemption according to section VII.-1. b) Springer must deliver the goods specified in the written acknowledgement of the order and transfer the property in the goods. Springer is not obliged to perform obligations not stated in the written acknowledgment of the order by Springer or in these International Conditions of Sale, in particular Springer is under no obligation to establish compatibility with services or products of other contractors, if not explicitly agreed upon in writing to furnish information, documents or certificates, or to deliver accessories, to install additional safety devices, to carry out assemblies or to advise the customer.
2. Springer’s obligations under the contract made with the customer are owed only to the customer. Third parties not involved in the formation of the contract, in particular the customer’s clients, are not entitled to request delivery to be made to them or to assert any other claim arising from the customer’s contract with Springer. The customer gives Springer an unlimited indemnity against all claims made by third parties against Springer out of the contract made with the customer. The customer’s responsibility to take delivery continues to exist even if he assigns rights to third parties.
3. Taking account of the tolerances customary in trade, Springer undertakes to deliver to the customer goods of the agreed kind and quantity which meet the common standards applicable in Germany. If the goods cannot be delivered in the condition offered at the time of the formation of the contract because technical improvements to goods of series production were made, Springer is entitled to deliver the goods with the technical improvements. Performance specifications given by Springer are subject to trained personnel, the following of the instructions relating to the machines, and good operational conditions, particularly in view of the materials to be processed and the tools used as well as appropriate servicing and the exclusive use of original spare parts. Springer is entitled to make part deliveries and to invoice them separately and ensures that at the time of delivery the goods are free from rights or claims of third parties which could prevent its use within the European Union.
4. If further specification is required in relation to the goods to be delivered, Springer will carry this out having regard to his own interests and to the identifiable and legitimate interests of the customer. A request to the customer to specify the goods, or to participate in the specification, is not required. Springer does not undertake to inform the customer of the specification he has made or to give the customer the option of a differing specification.
5. Springer undertakes to place the goods packaged and marked according to Springer’s standard at disposal for collection by the customer FCA (Incoterms 2010) at the place of delivery indicated in the written acknowledgement of the order or – if a place of delivery is not indicated – at the premises in 28816 Stuhr/Germany at the agreed time of delivery. Previous separation or marking of the goods or notification to the customer of the goods being placed at disposal is not required. Under no circumstances, not even when other Incoterms are agreed is Springer obliged to inform the customer of the delivery, to examine the goods with respect to their conformity with the contract on the occasion of delivery, to check the operational safety of the means of transport and the transportation safe loading or to furnish proof of the delivery being effected. The agreement of other Incoterms or of clauses such as “delivery free…….” or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; besides that, the provisions laid down in these International Conditions of Sale remain applicable.
6. The organization of the transport and the insurance of the goods beyond the place of delivery decisive according to section III.-5. is none of Springer’s obligations, but is incumbent upon the customer. If the customer does not give a counter instruction in writing in time, Springer is entitled – without the customer asking for it or without such a commercial practice existing – to contract on terms usual in Germany in the customer’s name and at the customer’s risk and expense for carriage and/or insurance of the goods to the destination indicated in writing by the customer and – if such a destination is not indicated – to the place of business of the customer.
7. Agreed delivery time periods or delivery dates are subject to the customer’s procuring any required documents, releases, permits, approvals, licences or any other authorizations or consents in sufficient time, opening letters of credit and/or making down-payments as agreed and performing all other obligations incumbent upon him properly and in good time and subject to no delay caused by pre-shipment inspections mandated by authorities. Moreover, agreed delivery time-periods begin on the date of the written acknowledgement of the order by Springer. Springer is entitled to deliver earlier than at the agreed delivery time or to select the date of delivery within the agreed period for delivery.
8. Without prejudice to his continuing legal rights, Springer is entitled to fulfil his obligations after the delivery time agreed upon, if the customer is informed that Springer will exceed the delivery time limit and of the time period for late performance. Subject to aforesaid conditions, Springer is entitled to make repeated attempts at late performance. The customer can object to late performance within reasonable time, if the late performance is unreasonable. An objection is only effective, if it is received by Springer before commencing late performance. Springer will reimburse necessary additional expenditure, proven and incurred by the customer as a result of exceeding the delivery time to the extent that Springer is liable for this under the provisions laid down in section VII.
9. Risks as to price and performance even in relation to goods which are not clearly identifiable to the contract and without it being necessary for Springer to give notice, pass to the customer with delivery pursuant to section III.-5., albeit irrespective of delivery as soon as the title to the goods has passed to the customer. The loading of the goods is part of the customer’s obligations. The agreement of other Incoterms or of clauses such as “delivery free…….” or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; besides that, the provisions laid down in these International Conditions of Sale remain applicable.
10. Springer is not obliged to clear the goods for export. However, Springer will apply for necessary export licences and customs formalities necessary for the export after the customer has furnished Springer with the data essential for the export in a written notice attending to this purpose exclusively. If the goods are not cleared for export without any fault on the part of Springer, Springer is entitled to avoid the contract of sale in whole or in part without compensation. The agreement of other Incoterms or of clauses such as “delivery free…….” or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; besides that, the provisions laid down in these International Conditions of Sale remain applicable.
11. Springer is not obliged to procure documents or certificates not expressly agreed, to obtain any licences, authorizations or other documents necessary for the export, transit or import, or to provide security or customs clearance. The agreement of other Incoterms or of clauses such as “delivery free…….” or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; besides that, the provisions laid down in these International Conditions of Sale remain applicable.
12. Springer is in no case liable to perform duties associated with the making available of the goods on the market outside Germany, to bear levies, duties and charges accruing outside Germany, to comply with weight and measuring systems, packaging, labelling or marking requirements or registration or certification obligations applicable outside Germany or to comply with any other legal provisions applicable to the goods outside Germany. The customer will arrange for translations in any language other than German of instructions, safety information, performance declarations or other written materials about the goods required by law or called for otherwise at his risk and expense unless Springer is not bound by regulations applicable in Germany to supply instructions in the official language or languages of the European Union of the European Member State in which the machine is to be placed on the market and/or put into operation.
13. Without prejudice to his continuing legal rights and without a previous notice to the customer being necessary, Springer is entitled to suspend the performance of his obligations as long as, in the opinion of Springer, there are grounds for concern that the customer will wholly or partly fail to fulfil his obligations in accordance with the contract. In particular, the right to suspend arises if the customer insufficiently performs his obligations to enable payment to Springer or a third party or pays late or if the limit set by a credit insurer has been exceeded or will be exceeded with the forthcoming delivery. Instead of suspending performance Springer is entitled at his own discretion to make future deliveries, even if confirmed, conditional on payment in advance or on opening of a letter of credit confirmed by one of the big German commercial banks. Springer is not required to continue with performance of his obligations, if an assurance given by the customer to avoid the suspension does not provide adequate security or could be challenged pursuant to an applicable law.
14. Except as provided in section III.-8., Springer is only obliged to inform the customer of possible disruption in performance, once the commencement of the disruption is definitely certain for Springer.