XIMEA xiB64 Series Technical Manual

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XIMEA xiB64 Series Technical Manual Manual pdf 98 page image

xiB & xiB-64 - Technical Manual Version 1.06 98respect to the Retained Goods, Purchaser shall assign to the Supplier such fraction of the total price claim as is attributable to theprice of the Retained Goods invoiced by Supplier.4. (a) Purchaser may process, amalgamate or combine Retained Goods with other items. Processing is made for Supplier.Purchaser shall store the new item thus created for Supplier, exercising the due care of a diligent business person. The newitems are considered as Retained Goods.(b) Already today, Supplier and Purchaser agree that if Retained Goods are combined or amalgamated with other items that arenot the property of Supplier, Supplier shall acquire co-ownership in the new item in proportion of the value of the Retained Goodscombined or amalgamated to the other items at the time of combination or amalgamation. In this respect, the new items areconsidered as Retained Goods.(c) The provisions on the assignment of claims according to No. 3 above shall also apply to the new item. The assignment,however, shall only apply to the amount corresponding to the value invoiced by Supplier for the Retained Goods that have beenprocessed, combined or amalgamated.(d) Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any further declaration beingnecessary to this effect, also assign to Supplier as security its claim to consideration for the combination, including all collateralrights for the prorate amount of the value the combined Retained Goods have on the other combined items at the time of thecombination.5. Until further notice, Purchaser may collect assigned claims relating to the resale. Supplier is entitled to withdraw Purchaser'spermission to collect funds for good reason, including, but not limited to delayed payment, suspension of payments, start ofinsolvency proceedings, protest or justified indications for overindebtedness or pending insolvency of Purchaser. In addition,Supplier may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand thatPurchaser informs its customer of the assignment.6. The Purchaser shall inform the Supplier forthwith of any seizure or other act of intervention by third parties. If a reasonableinterest can be proven, Purchaser shall, without undue delay, provide Supplier with the information and/or Documents necessaryto assert the claims it has against its customers.7. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations the Supplier shallbe entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of areasonable remedy period set by the Supplier; the statutory provisions providing that a remedy period is not needed shall beunaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goodsand/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of thecontract, unless the Supplier so expressly declares.Article IV: Time for Supplies; Delay1. Times set for Supplies shall only be binding if all Documents to be furnished by the Purchaser, necessary permits andapprovals, especially concerning plans, are received in time and if agreed terms of payment and other obligations of thePurchaser are fulfilled. If these conditions are not fulfilled in time, times set shall be extended reasonably; this shall not apply ifthe Supplier is responsible for the delay.2. If non-observance of the times set is due to:(a) force majeure, such as mobilization, war, terror attacks, rebellion or similar events (e. g. strike or lockout);(b) virus attacks or other attacks on the Supplier’s IT systems occurring despite protective measures were in place that compliedwith the principles of proper care;(c) hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or toother circumstances for which Supplier is not responsible; or(d) the fact that Supplier does not receive its own supplies in due time or in due form such times shall be extended accordingly.3. If the Supplier is responsible for the delay (hereinafter referred to as "Delay") and the Purchaser has demonstrably suffered aloss therefrom, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, butin no case more than a total of 5 % of the price of that part of the Supplies which due to the Delay could not be put to theintended use.4. Purchaser's claims for damages due to delayed Supplies as well as claims for damages in lieu of performance exceeding thelimits specified in No. 3 above are excluded in all cases of delayed Supplies, even upon expiry of a time set to the Supplier toeffect the Supplies. This shall not apply in cases of liability based on intent, gross negligence, or due to loss of life, bodily injury ordamage to health. Rescission of the contract by the Purchaser based on statute is limited to cases where the Supplier isresponsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.5. At the Supplier's request, the Purchaser shall declare within a reasonable period of time whether it, due to the delayedSupplies, rescinds the contract or insists on the delivery of the Supplies.6. If dispatch or delivery, due to Purchaser's request, is delayed by more than one month after notification of the readiness fordispatch was given, the Purchaser may be charged, for every additional month commenced, storage costs of 0.5 % of the price