Terms of service

General Terms and Conditions

General
The following terms and conditions (hereinafter “Delivery and Payment Terms”) apply to all business relations, including any agreement, quote, offer, confirmation or invoice, regarding the delivery of products by Yamaha Motor Europe N.V. Niederlassung Deutschland, Geschäftsbereich Robotik (German Branch Office, Robotics Business - hereinafter “YME Germany”) to the Customer.YME Germany does not accept any additional or differing terms and conditions provided by the Customer unless expressly approved by an authorized representative of YME Germany in written form.

Offers and Purchase Orders
Offers by YME Germany are subject to confirmation. Purchase Orders by Customer must always be placed in writing and are not deemed accepted by YME Germany until YME Germany has confirmed in writing or issued a shipment notice or an invoice to Customer. Any of Customer’s purchase orders without written form are performed at the Customer’s risk.

Delivery
Unless expressly agreed otherwise by YME, delivery times are non-binding and YME Germany shall be entitled to arrange for partial deliveries. YME Germany shall only honor its delivery obligations on the assumption that the Customer has fulfilled its obligations on time and in due form. YME Germany is entitled to withhold the performance of (partial) deliveries if the Customer is in default with any of its payment obligations. If YME Germany is prevented from fulfilling the Agreement on time owing to delivery, manufacturing or procurement disruptions due to force majeure (see § 0) or other unforeseeable events not attributable to YME Germany, the delivery time shall be extended respectively. YME Germany will immediately inform the Customer about the specific disruption that is preventing YME Germany of proper delivery. The parties may withdraw from the Agreement if delivery is delayed by more than six months as a result of such disruption. In case of withdrawal, any performance already rendered by the parties shall be returned. Further claims of the Customer are excluded. In such event YME Germany shall be released from its delivery obligation and not be under any obligation to indemnify any of Customer’s damages or loss arising.

Packing and Shipping
Products shall be packed with due care and in accordance with commercial standards. Special packaging and spare packaging, e.g. for parts requiring repairs that are being replaced, shall be invoiced separately. Special packaging, e.g. seaworthy packing in wooden crates, shall likewise be charged separately. If the Customer requires any special packaging, YME Germany reserves the right to bill the additional cost of this separately. In the event that any products are damaged or lost during transport, Customer shall immediately inform YME Germany after gaining knowledge. As soon as the products have been handed over in accordance with the prevailing International Rules for the Interpretation of Trade Terms issued by the International Chamber of Commerce (INCOTerms). INCOTerms 2010 shall apply.

Prices
All prices are quoted with no deductions of discount and are based on YME Germany’s net prices valid on the day of delivery exclusive of the Value Added Tax applicable on the day of invoicing. Agreements relating to other discounts and special concessions shall cease to apply if the Customer completely or partially stops its payments, or in the course of an unsuccessful writ of execution against the Customer.

Payment Terms
YME Germany may invoice products and services at its discretion fully or in parts as well as in advance or arrears. Invoices issued by YME Germany shall be payable within 30 days of the invoice date except where other payment periods have been agreed on the basis of individual agreements between the parties. If the Customer is in default meeting the payment claims, YME Germany is entitled to charge interest in the statutory amount. Further rights of YME Germany remain unaffected. YME Germany reserves the right to accept bills of exchange (Wechsel) and cheques on account of performance and not instead of performance.

Reservation of Title, Securities
YME Germany reserves title of the delivered products until all liabilities and payments arising out of the business relation with the Customer have been fulfilled. If the Customer is in breach of this Agreement, in particular is in default with its payment obligations, YME Germany shall be entitled – after giving a warning and setting a reasonable period of grace of at least 2 weeks – to repossess the reserved goods, while the Customer shall be under an obligation to segregate them and grant the persons commissioned by YME Germany access to the site where the reserved goods are located for the purpose of repossession. Customer may resell the products (including reserved goods) in the ordinary course of business to a third party only against immediate payment or under retention of title and only with prior written consent of YME Germany. The Customer shall not be entitled to dispose of the products in other ways, in particular not by pledging them or through transferring ownership of them by way of security. Customer shall assign to YME Germany its claims arising from such resale corresponding to the value of the amount owed by Customer to YME Germany. If claims arising from a resale are assigned to YME Germany, all of Customer’s ancillary rights shall be included. If Customer sells reserved goods together with other goods for a total price, the assignment shall only be in the amount that YME Germany has charged the Customer for the co-sold reserved goods, including Value Added Tax. The Customer shall be entitled to collect on behalf of YME Germany – in terms of the payment period – the claims assigned to us for as long as Customer duly meets his payment obligations to YME Germany. In the event of Customer’s default with its payment obligations YME Germany may revoke such authorization to collect. Customer shall provide YME Germany upon request with an exact list of the claims to which YME Germany is entitled to, including the names, addresses, amounts of each claims, invoice dates, etc., in order to enable YME Germany verifying such information and asserting the assigned claims. If Customer is in default with its payments obligations or does not fulfill its obligations arising from this 7, YME Germany shall be entitled to request access to the Customers’ relevant documents, or the Customer must inform all debtors of YME Germany’s retention of title. Customer shall immediately notify YME Germany of any attachment of the claims assigned to YME Germany. If intervention is necessary, the Customer shall support us in particular regarding settlement of our claim or the return of the reserved goods to us. In the event of seizure or other impairments of the reserved goods by third parties, the Customer shall inform those third parties about YME Germany’s title and immediately notify YME Germany. Customer shall support YME Germany when taking legal actions against those impairments. The Purchaser shall bear any costs incurred in fulfilling its duties to cooperate in pursuing all the rights arising from retention of title. Customer shall maintain carefully and adequately insure at its own expense the delivered goods that are owned by YME Germany against theft, breakage, fire and water damage.

Product Defects / Warranty
Customers warranty rights in case of defective products delivered by YME Germany are subject to the following rules: The Customer shall inspect the products immediately following the delivery for discrepancies in quality and quantity and defects. Customer shall report all discrepancies and defects immediately to YME Germany and provide detailed information relevant for rectifying such discrepancies or defects. YME Germany is entitled at its own discretion to either remedy the defect or supply a new product to the Customer within reasonable time. The Customer shall not repair the defect by himself without YME Germany’s prior consent. In the event that two attempts of rectification (remedying the defect of supplying a new product) by YME Germany have failed, Customer is entitled to withdraw from the contract or reduce the price in accordance with the applicable statutory provisions. Customers’ damage claims based on the delivery of defective products are subject to n 11. The Customer holds no rights relating to a defect against YME Germany if the defect is caused by improper use of the products or use for a purpose for which they were not intended or failure to comply with our instructions for use or improper modifications, defective servicing or defective and negligent treatment.

Third Party Rights
YME Germany warrants that the products delivered to the Customer under this Agreement shall be free of third-party industrial property rights. YME Germany may at its own discretion and its own expenses either take back the goods and refund the purchase price, or replace the goods with products that do not infringe upon any industrial property rights, or obtain a license. YME Germany’s obligations for warranty for third-party industrial property rights are subject to: Customer informing YME Germany of such claims without delay in writing, the Customer not engaging in legally relevant actions against third parties, in particular does not conclude a settlement out of court without the written approval by YME Germany, provides a legal acknowledgement (Anerkenntnis) or engages in actions that are similar to those named before, Customer supporting YME Germany to the necessary extent with the legal defense against a third party, in particular by providing information, and Customer granting YME Germany the opportunity to determine and execute the legal defense strategy, in particular by selecting attorneys and drafting writs. For this purpose, the Customer will deliver the necessary statements and grant powers of attorney. YME Germany will reasonably take the legitimate interests of the Customer into account during the legal defense.

Limitation Period
Any claims pursuant to this 8 are subject to a limitation period of 12 months from the date of delivery to the Customer. Apart from that, limitation of time for damage claims of the Customers are subject to 11.

Liability
YME Germany shall be liable without limitation for any damages caused by intentional breach or gross negligence, resulting from injury to life, limb or health of a natural person, caused by a violation of a guarantee as well as in cases of mandatory liability, such as the German Product Safety Act (Produktsicherheitsgesetz) and German Product Liability Act (Produkthaftungsgesetz). In case of simple negligence YME Germany shall only be liable for breach of material contractual obligations. In such event the liability shall be limited to the amount of the foreseeable damage whose occurrence can typically be anticipated in respect of the Agreement. A material contractual obligation in the above sense is any obligation which is material to achieve the purpose of the Agreement, or whose performance of allows for the proper execution of this Agreement, and the observance of which the Customer may regularly rely upon. A foreseeable, typical contractual damage is any damage which can typically be anticipated in a usual damage course. Apart from the above any liability of YME Germany shall be excluded. In the cases referred to in § 0 the statutory limitation period shall apply. Apart from the above, any damage claims of the Customer become statute-barred twelve (12) months from the date of knowledge, at the latest, however, ten (10) years from the date they arose. YME Germany shall not be liable if and insofar as an event of force majeure occurs. Force majeure is any event or circumstance beyond the control of YME Germany, including, but not limited to, strikes, lock-outs, acts of God, disasters, official interventions, technical internet problems beyond a party’s control, statutory prohibitions or other circumstances due to which YME Germany is prevented from performing its obligations under this Agreement without any fault of its own.

Modifications
Products delivered by YME Germany shall not be modified by Customer, be this through removing identification plates and device numbers or through re-declaring the products by means of a special stamp and separately prepared documents which give the impression that the products are special products.

Withholding and Offsetting Right, Assignment of Claims
Customer has no withholding right, unless such right results from the same legal contractual relationship as this Agreement. Setting off with counterclaims other than those that are not disputed or are confirmed by final court decision are excluded. This does not apply if Customers’ counterclaim which is subject to the set off is based on the defective performance of YME Germany. Any assignment of Customers’ claims against YME Germany resulting from this Agreement to third parties is subject to YME Germany’s prior consent.

Security Trade Control
Each Party undertakes to strictly comply with any laws and regulations, national or international, on security trade/export control.

Final Provisions
All contractual relations between YME Germany and the Customer shall be subject to the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts of the International Sale of Goods of 11 April 1980 (Vienna CISG). The place of jurisdiction for any dispute arising from this Agreement shall be Düsseldorf, Germany. Should any one provision of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision which comes as close as possible to the purpose pursued by the invalid provision.