Whereas the parties to the Agreement intend to establish a permanent and mutually
beneficial basis for their business relationship and as far as possible to eliminate any
disturbances and nuisances in the processing of the orders by way of conscientiously
observing the duty of diligence of a prudent businessman. Accordingly the parties to the
Agreement hereby enter into the following Outline Agreement for all future business
transactions:
OUTLINE AGREEMENT
between
- hereinafter referred to as "Seller" -
and
Miles Fashion GmbH, Norderstedt
- hereinafter referred to as "Miles" -
The contractual parties hereby agree the following outline provisions for all their future
business transactions:
Article 1
Entering into, Amendments and Supplements to Agreements
1)
2)
Agreements between the contractual parties shall only be effective if they are
confirmed by Miles in writing, by telefax or email.
In the event that the seller does not object to a confirmation as per paragraph 1)
hereof in writing, by telefax or email within seven calendar days, the agree-ment
shall be deemed to he been concluded as confirmed by Miles.
The provisions contained in paragraphs 1) and 2) hereof shall be applicable to
amendments and supplements to agreements accordingly, with the proviso that
such amendments and supplements shall also be valid if confirmed in writing, by
telefax or email by a buying representative duly authorised by Miles.
3)
Article 2
Damages due to Non-Performance and Delay,
Additional Transport Costs
1)
Miles shall he the right to be paid damages due to non-performance - be it wholly
or in part - without any proof whatsoever, of a lumpsum at the rate of at least 20 %
of the purchase price agreed for the outstanding delivery. Farther reaching claims
for damages on the part of Miles shall not be excluded even in the event of the
payment of the lumpsum loss participation.
The acceptance of delayed deliveries by Miles shall not constitute the waiver of
claims for compensation owing to delays.
In so far as additional costs are incurred for airfreight or express freight charges or
charges for other speedier means of conveyance in order to comply with delivery
deadlines or additional periods of grace for the delivery, such costs shall be borne
by the seller, even if Miles initially effects payment therefore.
Article 3
Guarantees
1)
The seller guarantees to he the required export and import permits issued in time.
It shall reimburse Miles for all and any damages occurring to Miles in the event that
the permits are not issued sufficiently or not in good time or not legally effective.
The seller shall, however, not be held liable in so far as it furnishes proof that Miles
can solely be held responsible for the non-issue of the permits.
The seller guarantees to deliver his goods free of additives and preparations not
allowed to be used or placed on the market according to the provisions of the
statutes in Germany and / or in other states of the European Union, such provisions
hing to be brought to the seller's knowledge by Miles three months before the
agreed delivery date at the latest. In so far as, in particular cases, the demands
made by Miles concerning the goods exceed the demands made by the provisions
of the statutes, the seller guarantees that the standards requested by Miles shall be
complied with.
The seller further guarantees that, in connection with the production and shipment
of its goods, all relevant laws, export regulations, administrative provisions and
procedures concerning the employment and production as well as all fiscal law
regulations, provisions of customs law and of the law of fees, including all
provisions concerning child labour and the payment of social securit[收起]