General Terms and Conditions

General - Scope of application

1. Our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. We do not recognise any terms and conditions of the customer that conflict with or deviate from our General Terms and Conditions unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out deliveries and/or services without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our General Terms and Conditions.
2. All agreements made between us and the client for the purpose of executing this contract must be set out in writing in this contract.
3. Our General Terms and Conditions apply to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB) as well as to private individuals.
4. Our General Terms and Conditions shall also apply to all future transactions, even if they are not expressly agreed again

 

II Offers and order confirmation

1. Our offers are always subject to change and only become binding for us when we confirm the order. Agreements with our representatives shall only become legally binding once they have been confirmed by us in writing. Illustrations and drawings enclosed with our offers as well as weight specifications are to be regarded as approximate.
2. We retain title and copyright to drawings, cost estimates and other documents provided to our customers. Our offers and documents may not be made accessible to third parties, in particular competing companies, and must be returned on request. We reserve the right to accept a contract in any case despite a previous offer.

III Delivery time

1. The delivery period shall commence with the dispatch of our order confirmation, but not before all technical questions relating to the order have been clarified and not before the documents, authorisations and approvals to be procured by the customer have been provided and an agreed advance payment has been received. The delivery deadlines in the order confirmation are non-binding. Compliance with our delivery and/or service obligations also otherwise presupposes the timely and proper fulfilment of the client's obligations under this contract.
2. The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles for which we are not responsible, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the delivery item or its installation/assembly and were not foreseeable at the time the contract was concluded. This shall also apply if the circumstances occur with suppliers. We shall inform the customer of the beginning and end of such hindrances as soon as possible.
3. If we are in default of delivery for reasons for which we are responsible, the customer shall be entitled to withdraw from the contract under the statutory conditions.
4. The following applies to our liability in the event of a delay in delivery: If the delay is due to a slightly negligent breach of an essential contractual obligation or so-called "cardinal obligation", our liability shall be limited to the foreseeable damage typical for the contract. Otherwise, claims for damages for slight negligence are excluded. Otherwise, liability in the event of delayed delivery shall be governed by the statutory provisions.
5. The agreed delivery deadlines shall be deemed to have been met:
   1. In the case of delivery without installation/assembly, as soon as the ready-to-operate consignment has left our company on time or readiness for dispatch has been notified.
   2. In the case of delivery with installation/assembly, as soon as the delivery item is ready for operation. Compliance with our delivery obligation presupposes the timely and proper fulfilment of the customer's obligations.
6. The risk shall pass to the customer at the latest when the delivery items are dispatched, even if we deliver free to destination; in the case of delivery with installation/assembly, on the day they are ready for operation.

 

IV. Prices and terms of payment

1. Prices are ex works without packaging. This will be charged at cost price but will not be taken back.
2. We can only consider changes to the design of the delivery item requested by the customer after order confirmation free of charge insofar as we do not incur any additional costs as a result. Changes made at the request of the customer will be invoiced without exception. All payments are to be made as agreed, free our paying agent, without any deductions and as stated on the invoice.
3. Unless otherwise stated in the order confirmation, the price (without deduction) is due for payment within thirty days of the invoice date.
4. The client shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, the client is authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

 

V. Retention of title

1. All delivered goods shall remain our property until all claims have been fulfilled (reserved goods). This shall also apply if payments are made on specially designated claims.
2. Processing and treatment of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB, without any obligation on our part. The processed goods are deemed to be reserved goods.
3. If the goods subject to retention of title are processed, combined or mixed with other goods by the purchaser, we shall be entitled to co-ownership of the item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used.
4. If our ownership expires as a result of combining or mixing, the buyer hereby assigns to us the ownership rights to which he is entitled to the new stock or item to the extent of the invoice value of the reserved goods. He shall store them for us free of charge. The resulting co-ownership rights shall be deemed to be reserved goods.
5. The purchaser may only sell the goods subject to retention of title in the ordinary course of business, at his normal terms and conditions and as long as he is not in default, provided that he agrees a retention of title with his customer and that the claims from the resale are transferred to us. He is not authorised to dispose of the reserved goods in any other way.
6. The buyer's claims from the sale of the reserved goods are now assigned to us. They shall serve as security to the same extent as the reserved goods. If the reserved goods are sold by the purchaser together with other goods not sold by us, the assignment of the claim from the resale shall only apply to the amount of our invoice value of the reserved goods sold in each case. In the case of the sale of goods in which we are entitled to co-ownership shares, the assignment of the claim shall apply in the amount of these co-ownership shares.
7. If the reserved goods are used by the purchaser to fulfil a contract for work and services or a contract for work and materials, the above provisions shall apply accordingly to the claim arising from this contract.
8. If the value of the existing securities exceeds the secured claims by more than 10%, we shall be obliged to release securities of our choice at the buyer's request.

 

VI Assembly

If assembly is carried out by us, our special assembly provisions in our operating description folder shall apply.

 

VII Warranty - Breach of duty - Liability - Statute of limitations

1. The client's warranty rights presuppose that he has fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
2. The warranty period shall be 12 months from the date of delivery to the customer, irrespective of the time at which the customer gives notice of defects.
3. If our operating or maintenance instructions are not followed, changes are made to the delivery items, parts are replaced or consumables are used that do not comply with the original specifications, the warranty and liability shall lapse if and insofar as one of these circumstances has caused a defect or damage. Liability for normal wear and tear is excluded.
4. If there is a defect in the delivery item, the client may demand subsequent fulfilment in accordance with the statutory provisions.
5. If the subsequent fulfilment fails, the customer is entitled, at his discretion, to withdraw from the contract (withdrawal) or to reduce the delivery price by declaration to us (reduction).
6. Unless otherwise stated below, any further claims of the customer - irrespective of the legal grounds - are excluded. We are therefore not liable for damages that have not occurred to the delivery item; in particular, we are not liable for loss of profit or other financial losses of the client.
7. Liability for loss or damage or for the costs of temporary replacement procurement, e.g. provision of a replacement, is excluded.
8. Excluded from the above exclusion are damages resulting from injury to life, limb or health if we are responsible for the breach of duty, and for other damages based on an intentional or grossly negligent breach of duty on our part. A breach of duty on our part is equivalent to a breach of duty on the part of our legal representatives or vicarious agents. If we are responsible for the breach of duty, the customer shall be entitled to withdraw from the contract subject to the statutory requirements, provided that this does not relate to a defect in the delivery item.
9. If we culpably breach an essential contractual obligation or a so-called "cardinal obligation", liability shall be limited to the foreseeable damage typical for the contract; otherwise it shall be excluded in accordance with paragraph (5). Excluded from this are damages resulting from injury to body or health and other damages which are based on an intentional or grossly negligent breach of the essential contractual obligation or the so-called "cardinal obligation" on our part. In this respect, too, a breach of duty on our part is equivalent to that of our legal representatives or vicarious agents.
10. If we are responsible for a breach of duty, the customer shall be entitled to withdraw from the contract subject to the statutory requirements, unless it concerns a defect in the delivery item.
11. The limitation period for claims and rights due to defects in deliveries and services - regardless of the legal basis - is one year. These limitation periods shall also apply to all claims for damages in connection with the defect, irrespective of the legal basis of the claim.

Further claims in the event of fraudulent concealment of defects or the assumption of a guarantee of quality and/or durability shall also remain unaffected.

 

VIII. Joint and several liability

1. Any further liability for damages other than that provided for in VII (5) to (8) is excluded, irrespective of the legal nature of the claim asserted.
2. The regulation according to paragraph (1) does not apply to claims according to §§ 1, 4 Product Liability Act. Unless the limitation of liability pursuant to VII (6) applies to claims arising from producer liability pursuant to Section 823 BGB, our liability shall be limited to the indemnification provided by the insurance. If this does not materialise or does not materialise in full, we shall be liable up to the amount of the sum insured.
3. Irrespective of fault, any liability in the event of fraudulent concealment of a defect or from the assumption of a guarantee or a procurement risk shall remain unaffected. The regulation according to paragraph (1) also does not apply in this respect.
4. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

 

IX. Applicable law

The contractual relationship shall be governed exclusively by German law; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.

 

X. Place of jurisdiction - place of fulfilment - transfer of risk

1. The place of jurisdiction is our registered office.
2. Unless otherwise stated in the order confirmation, our place of business shall be the place of fulfilment.
3. The risk shall pass to the customer when the delivery item leaves our works, even if we deliver free to the place of installation.

 

XI Severability clause

Should one or more provisions of these General Terms and Conditions of Delivery be or become invalid, this shall not affect the validity of the remaining provisions; the contract concluded shall otherwise remain valid. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intent and purpose of these General Terms and Conditions of Delivery.