Terms of Sale and Delivery

  1. Scope of application
    1. Unless expressly agreed otherwise, orders shall be accepted and executed in accordance with the following terms and conditions of sale and delivery. This shall also apply to all follow-up orders without any special reference. Repairs and assemblies are subject to separate conditions.
    2. We (hereinafter: the Supplier) hereby expressly object to all terms and conditions of the Purchaser.
    3. Agreements deviating from these terms and conditions shall be made in writing. Verbal agreements shall be confirmed in writing without delay.
    4. These terms and conditions shall apply to business transactions with companies.
  2. Offers, documents and industrial property rights
    1. Offers are valid for a period of 4 weeks, unless otherwise specified in the offer. Subject to prior sale. A delivery obligation shall only be established by an express offer confirmation by the supplier.
    2. The delivery time stated in offers is based on the current capacity utilization at the time the offer is made and may deviate at the time the order is received.
    3. Unless expressly declared as binding in the offer, the approximate values customary in the industry shall apply to all technical data, material specifications etc. Notifications in the event of changes shall only be made if a quality guarantee is affected.
    4. All documents made available to the Purchaser by the Supplier shall remain the property of the Supplier; they may not be made available to third parties without the prior written consent of the Supplier and, if the order is not placed with the Supplier, shall be returned in full, including all copies made, without delay upon request.
    5. The information contained in catalogs, brochures and other written documents shall be checked by the Purchaser for suitability for the intended application before acceptance and use. This shall also apply to the selection of suitable materials. The Purchaser shall inform himself about the possible uses of the product.
    6. The Supplier shall not be obliged to check the correctness and/or legal conformity of the Purchaser’s specifications and/or requirements; the Purchaser shall be solely responsible for these specifications and/or requirements. This shall also apply in particular to liability for any infringement of industrial property rights.
    7. The Purchaser warrants that the execution of the order does not involve any infringement of industrial property rights by products provided, by drawings or samples of the Purchaser or third parties, shall conduct any defense proceedings at its own expense and shall reimburse the Supplier for any related expenses.
    8. Drawings, drafts and discussion papers drafted in the course of consulting services rendered in the course of contract negotiations shall not be binding. The Purchaser shall not be entitled to assert claims of any kind whatsoever against the Supplier and its employees based on such documents or services, unless they have acted with intent or gross negligence.
    9. Requested samples shall be invoiced by the Supplier on a time and material basis.
    10. Cost estimate offers prepared by the Supplier after receipt of the goods of the equipment concerned shall be subject to the Customer’s approval. If this approval is not given by the customer, the supplier reserves the right to charge the customer for the expenses already incurred. This also includes the costs for returning the equipment to the customer.
  3. Order
    1. Orders shall only be deemed accepted upon their written confirmation by the supplier. The text of the order confirmation shall be decisive for the content of the contract thus concluded and the nature and content of the order. The Purchaser shall be obliged to check it in all its parts and to give notice of any discrepancies in writing without delay.
  4. Delivery time and scope
    1. Delivery times begin with the complete technical and commercial clarification and end with the dispatch or the notification of readiness for dispatch. The observance of the delivery time further presupposes the observance of the obligations of the purchaser, in particular any payment obligations.
    2. Changes requested by the Purchaser shall cause the delivery period to start again with the date of the changed order confirmation.
    3. The Supplier shall not be liable for delays in delivery due to force majeure and similar unforeseeable events beyond the Supplier’s control, such as refusal of official approvals, labor disputes, etc. The Supplier shall not be liable for delays in delivery due to force majeure. Delivery periods shall be extended by the period of the hindrance.
    4. In cases of non-compliance with the delivery contract or delayed delivery, even after expiry of a deadline set for the supplier, the supplier shall only be liable in the event of intent, gross negligence or breach of essential contractual obligations. This provision does not imply a change in the burden of proof to the detriment of the Purchaser.
    5. The Purchaser’s right to rescind the contract after fruitless expiry of a reasonable deadline set by the Supplier shall remain unaffected.
    6. Partial deliveries shall be permissible insofar as they are reasonable for the Purchaser.
  5. Place of Delivery, Transfer of Risk
    1. Deliveries shall be made from the Supplier’s production site at the Purchaser’s expense and risk. The choice of the mode of shipment shall be made by the Supplier at its reasonable discretion, unless the Purchaser specifies otherwise.
    2. In the event of delivery without installation or assembly, the risk with respect to the delivery item shall pass to the Purchaser upon handover of the products to the Purchaser, the forwarder or carrier, but no later than upon leaving our works or warehouse, even if carriage paid delivery has been agreed. In the event of default of acceptance on the part of the customer, the risk shall pass upon readiness for shipment, even if default of acceptance only occurs after readiness for shipment. Upon request and at the expense of the Purchaser, the Supplier shall insure the consignment against damage in transit.
    3. In the case of delivery with installation or assembly, the risk in respect of the delivery item shall pass to the Purchaser on the day on which it is taken over by the Supplier.
  6. Prices
    1. Unless otherwise agreed, all prices are ex works plus freight/ postage, packaging, insurance and statutory value added tax. Costs for commissioning, assembly, adjustment or similar services shall be invoiced separately. Services shall be invoiced separately.
  7. Payment
    1. Unless otherwise agreed, the agreed price shall be payable in Euro within 30 days after the due date and receipt of an invoice or equivalent request for payment without deduction and free of charges. The risk and costs of the payment transaction shall be borne by the Purchaser.
    2. In the event of late payment, interest on arrears shall be charged at a rate of 8 percentage points above the prime rate of the European Central Bank. The orderer reserves the right to prove a lower damage.
    3. The Purchaser shall have the right to set off only undisputed or legally established claims.
    4. Costs for the provision of security, letters of credit in the case of foreign transactions or similar shall be borne by the Purchaser.
  8. Liability for material defects
    1. The Purchaser shall inspect the Products for any defects immediately upon receipt. Obvious defects shall be notified to the Supplier in writing within 5 working days after physical receipt of the goods, hidden defects within 5 working days after discovery.
    2. Defects notified to the Supplier on the products delivered by it within 12 months after commissioning, but no later than 15 months after transfer of risk, shall be repaired or replaced by the Supplier at its own discretion, to which it shall also be entitled after repeated unsuccessful repairs. The supplier shall be granted reasonable time and opportunity to do so.
    3. If the defect cannot be remedied within a reasonable period of time, the Purchaser shall be entitled to withdraw from the purchase contract or to demand a reduction of the remuneration (abatement).
    4. For defects which could have been detected by the Purchaser with reasonable effort prior to installation or processing, all claims based on liability for material defects shall lapse as soon as the product has been processed or installed. This shall not apply if the Supplier, its executives or vicarious agents are guilty of intent, gross negligence, injury to life, body or health, if liability exists due to a breach of a material contractual obligation or if liability is mandatory under the Product Liability Act.
    5. No warranty for a specific service life of the products, in particular under more difficult and previously unknown operating conditions, shall be assumed by the Supplier. Claims in case of premature payment are excluded.
    6. For products which have been manufactured according to drawings or specifications of the Purchaser, the Supplier shall only assume a liability for material defects for execution in accordance with the specifications. The mandatory liability under the Product Liability Act and for intent and gross negligence shall remain unaffected.
    7. The liability for material defects shall not apply to natural wear and tear, to damage occurring after the transfer of risk as a result of incorrect or negligent handling, or as a result of use not in accordance with the specifications or the contract.
    8. Liability for material defects which do not or only insignificantly affect the value or the usability is also excluded.
    9. Claims under a right of recourse pursuant to §§478, 479 BGB (German Civil Code) shall only exist if the claim by the consumer was justified and only to the extent provided by law, but not for goodwill provisions not agreed with the supplier and shall require the compliance with own obligations of the party entitled to recourse, in particular the compliance with the obligations to give notice of defects.
  9. Liability
    1. Claims for damages and reimbursement of expenses of the Purchaser – irrespective of the legal grounds, including claims in tort or for compensation for damage caused by defects or consequential damage caused by defects, for culpable breach of ancillary contractual obligations or for loss of profit – shall be excluded. This shall not apply if the Supplier, its executive employees or vicarious agents are guilty of intent, gross negligence, injury to life, body or health, if liability exists due to a breach of a material contractual obligation or if liability is mandatory under the Product Liability Act.
    2. In the event of a breach of material contractual obligations which is not due to intent or gross negligence and which also does not involve injury to life, limb or health or a guarantee of quality, liability shall be limited to compensation for the foreseeable damage typical of the contract.
    3. If the Purchaser for its part provides material for the production of products provided by it, such material shall only be insured with the Supplier against theft. Liability for the loss or deterioration of this material shall only exist in the event of intent or gross negligence on the part of the Supplier.
    4. Advice given by the Purchaser, in particular on the use of the delivery item, shall only be binding on the Supplier if it has been given or confirmed in writing.
    5. The statutory provisions on the burden of proof shall remain unaffected.
  10. Retention of title
    1. The delivered product (hereinafter: Retained Product) shall remain the property of the Supplier until full payment of all due claims which the Supplier owns or acquires from the business relationship with the Purchaser. During the existence of the retention of title, neither a seizure, nor a transfer by way of security, nor an assignment of the claim may be made by the Purchaser without the consent of the Supplier. The supplier must be notified immediately of any seizure by a third party.