IV. Obligations of the Customer
1. Irrespective of continuing obligations of the customer to guarantee or to enable payment, the customer undertakes to pay the agreed price for the goods in the currency specified in the written acknowledgement of the order transferring it without deduction and free of expenses and costs to one of the financial institutions designated by AluTeam. To the extent that a price for the goods has not been agreed, the price which is at the time of delivery AluTeam’s usual selling price for the goods will apply. AluTeam’s employees, commercial agents or other sales intermediaries are not authorized to accept payments.
2. The payment to be made by the customer is in any event due for payment at the time specified in the written acknowledgement of the order or - if a time for payment is not indicated - on receipt of the invoice. The due time for payment arises without any further pre-condition and, in particular, does not depend on whether the customer has already taken delivery of the goods or the documents or has had an opportunity to examine the goods. The periods granted for payment will cease to apply and outstanding accounts will be due for immediate payment, if insolvency proceedings relating to the assets of the customer are applied for, if the customer without providing a justifiable reason does not meet fundamental obligations due towards AluTeam or towards third parties, if the customer has provided inaccurate information regarding his creditworthiness or to the extent that the cover given by a credit insurer for the customer is reduced on grounds for which AluTeam is not responsible.
3. The customer warrants to have the goods transported abroad, not to transfer the right of disposal to third parties as long as the goods are in Germany, and to fulfil all legal requirements and documentations for the handling regarding customs laws and value added tax of the delivery or any service according to the applicable provisions in Germany. To the extent that AluTeam has to pay German or foreign customs duties or German or foreign value added tax, the customer will indemnify AluTeam in all and every respect without prejudice to any continuing claim by AluTeam. The indemnity is granted by the customer waiving any further requirements or other defences, in particular waiving the defence of limitation or prescription and also includes the reimbursement of the expenses incurred by AluTeam.
4. Regardless of the currency and of the jurisdiction of any arbitral tribunal or court, AluTeam is entitled at his own discretion to set off incoming payments against claims existing against the customer by virtue of his own or assigned rights at the time of payment..
5. Any statutory rights of the customer to set off against claims of AluTeam, to withhold payment or taking delivery of the goods, to suspend the performance of his obligations or to raise defences or counterclaims are excluded, except where the corresponding claim of the customer against AluTeam is in the same currency, is founded in the customer‘s own right and is either due and undisputed or has been finally adjudicated or where despite written warning by the customer AluTeam has committed a fundamental breach of his obligations due and arising out of the same contractual relationship, and has not offered any adequate assurance.
6. The customer undertakes to furnish AluTeam with the data to apply for the customs formalities according to section III.-9. in reasonable time ahead and in writing, to take delivery of the goods and shall fulfil all the duties imposed by the contract, by these International Conditions of Sale, by the rules of the ICC for the use of the agreed clause of the Incoterms® 2010 and by statutory provisions. The customer is only entitled to refuse to take delivery of the goods if he avoids the contract in accordance with the rules in section VI.-1.
7. The customer will not promise or perform any act with regard to the goods purchased from AluTeam, if such act is forbidden under the applicable provisions in particular of foreign trade law including the U.S. export control regulations. To the extent that the customer is unsure whether such prohibitions exist, the customer shall seek consultation with AluTeam in writing.
8. The customer will monitor the goods purchased from AluTeam in the market and will inform AluTeam without delay in writing of any concern that the goods might pose a risk for third parties. Moreover, the customer will, without any demand being necessary, inform AluTeam in writing if AluTeam has to observe any particular duties of reporting or registration or providing information or prior notification or other requirements for access to market or has to comply with obligations to retain documents, under the provisions in force in the customer’s country or in the country where the goods are to be used.
9. Irrespective of any statutory provisions, the customer shall at his own cost take care of or in any other way ensure renewed utilization, material recycling or otherwise prescribed waste-disposal of the goods delivered by AluTeam to the customer and of the packaging material.
