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General Terms of Sale and Delivery

 

1 Validity of the commitments

Our deliveries, services and offers are based exclusively on these terms and conditions. Hence, these are also applicable for all the future business relationships even if they are not expressly agreed upon once again. We hereby object to acknowledgments of the buyer referring to his/her terms and conditions or conditions of purchase. Deviations from these terms and conditions shall be effective only if we have confirmed them in writing.

 

2 Offers and Conclusion of contract
  1. Our offers are subject to change and non-binding. All contracts gain validity with the receipt of our written confirmation of order. If an order confirmation deviating from the order in its content is not opposed immediately, then the contract shall be concluded according to its content. The same applies to supplements, amendments or collateral agreements.
  2. Drawings, figures, dimensions, weights or other technical data shall be binding only if expressly agreed upon in writing. We reserve the ownership and copyrights to cost estimates, drawings and other documents; third parties may not be granted access to these.

 

3 Prices
  1. Unless otherwise specified,  the prices specified in our offers are binding for 30 days from the date of the offer.
  2. The prices are understood to be net and do not include packaging, loading, freight, customs, insurance and installation, unless otherwise has been agreed.
  3. The prices we specify are based on the cost prices for materials, salaries and other payments applicable at the time of concluding the contract. If these should change, we shall be entitled to make a corresponding price correction.
  4. The weights, areas and quantities listed in our offers and order confirmations are approximate data and have been prepared on the basis of documents submitted to us. If the weights, areas and quantities listed should change, then we shall reserve the right to a corresponding price adjustment.

 

4 Terms of payment
  1. All payments must be made exclusively to us unless other agreements have been made in writing,  payments must be: Net total invoice amount within 30 days after the invoicing date. Pure contract labour is immediately remunerable in cash upon invoicing without deduction. Or according to a separate agreement.
  2. The buyer is entitled to offset, withhold or reduce the payment, even if complaints or counter claims are made, only if we have expressly consented to this in writing or if the counter claims have been legally ascertained.
  3. Payments must be made on the specified payment dates according to the agreements made in writing. We shall accept discountable or properly taxed bills on account of payment only if it has been expressly agreed. Bills of exchange shall be accepted only subject to redemption. The buyer shall bear the collection and discount charges.
  4. If the credit period is exceeded, interests and commissions shall be charged as per the respective bank rates for short-term credits, but the charges shall be at least an interest of 3% over the respective discount rate of the German Central Bank.

 

5 Delivery time and performance period
  1. The dates and deadlines indicates by us are not binding unless otherwise has been agreed upon expressly and in writing.
  2. The delivery deadline shall start with the dispatch of order confirmation, but not before the documents, permits, approvals to be procured by the buyer are furnished as well as any agreed advance payment is received and final clarification of the scope of delivery or service is provided. The agreed dates and deadlines relate to the completion in our factory or at our subcontractor’s factory.
  3. Non-performance of obligations that are the responsibility of the buyer, especially violation of the agreed terms of payment releases use from the compliance of delivery periods and dates.
  4. We shall not be responsible for delays in delivery and service due to force majeure and due to events that make it substantially difficult or impossible for us to deliver (these also include difficulties in procuring primary materials or complete components that arise subsequently), breakdowns, strike, lockout, staff shortage, official orders etc. This shall apply even if the delays arise at one of our supplier of its subcontractor’s site and even in case of bindingly agreed deadlines or dates. These events shall entitle us to postpone the delivery or service by the duration of obstacle plus a reasonable start-up period or to withdraw from the contract fully or partly because of the part of the contract not yet performed, without the buyer being entitled to derive any claims from it against us.
  5. If we are accountable for violating the bindingly confirmed deadlines and dates or if we are delayed, which must be proven by the buyer, then the buyer shall have claim to compensation of the loss caused by delay that he/she demonstrably incurred. However, the amount shall only be 0.5% of each completed week of delay and at the most only up to 5% of the invoice value of the deliveries and services affected by the delay. Any further claims, especially claims for damages of any nature are ruled out.
  6. We are always entitled to provide partial deliveries and partial services.

 

6 Transfer of Risk and Acceptance
  1. The risk is transferred to the buyer as soon as we have notified our readiness for dispatch. Submission of our final invoice is also considered as a notification of readiness to dispatch.
  2. The risk is transferred to the buyer at the latest as soon as the goods have been handed over to the person carrying out the transportation or has left our factory (or our subcontractor’s factory) for the purpose of dispatch. The goods shall be dispatched at the expense and risk of the customer from the factory or from the place from where we have planned the dispatch to the customer (even in freight-paid delivery). The delivery is considered as completed with the transfer to a means of transport chosen according to our choice.
  3. If the dispatch is delayed or if becomes impossible, without our being responsible for it, the risk is transferred to the customer even then from the day of readiness to dispatch. The buyer shall bear the storage costs including insurances requested by the buyer.
  4. The acceptance of the goods manufactured or sold by us can take place at our supplying factory or at the factory of our commissioned subcontractor only within 14 days after reporting of readiness to dispatch, if the delivery or installation has been agreed. If the buyer lets this deadline go pass without executing the acceptance process, the goods are considered as accepted.
  5. In case of delivery with installation, the acceptance must take place immediately after the completion of installation within our scope of delivery and service. If the acceptance process does not take place in case of delivery without installation, is not on time or is incomplete, or if the goods are considered as accepted, then we shall be entitled to dispatch the goods at the expense and risk of the buyer.

 

7 Retention of title
  1. The seller shall reserve the ownership of the goods till all his/her receivables vis-á-vis the buyer from the business relationship, including the receivables arising in the future even from contracts concluded simultaneously or later have been settled. This shall also be applicable if individual or all receivables of the seller have been included in an open account and the balance has been drawn and acknowledged.
  2. The goods shall remain in our ownership. However, processing, combination, mixing, blending or remodelling shall always take place without an obligation for us as the manufacturer. In case of processing, combination, mixing, blending or remodelling of reserved goods with other goods not belonging to the seller, the seller shall be entitled to co-ownership share to the new item arising from this, proportional to the value of the reserved good compared to the rest of the goods processed at the time of processing, combination, mixing, blending or remodelling. If the buyer acquires sole ownership of the new item, then the contracting parties agree that the buyer shall grant the seller co-ownership to the new item proportional to the value of the processed, combined, mixed, blended or remodelled reserved goods and shall store it free of charge for the seller.
  3. The buyer shall be entitled to resell the reserved goods in the proper course of business only when the buyer thereby assigns all the receivables to the seller, which the buyer accrues from reselling the goods to customers or third parties. If the reserved goods are sold unprocessed or after processing or combination with objects, the buyer exclusively owns, then the buyer shall already assign the receivables arising from the resale in full amount to the seller. If the buyer sells reserve goods, after processing/combination, together with the goods not belonging to the seller, then the buyer shall already assign the receivables amounting to the value of the reserve goods with all the supplementary rights and priority before the rest arising from the resale. The seller accepts the assignment. The seller’s authorisation to collect the receivables himself shall remain unchanged; but the seller shall undertake to not collect the receivables as long as the buyer duly complies with his payment duties and other obligations. The seller can demand that the buyer disclose to the seller the assigned receivables and who owes them, provide all the information required for their collection, hand over the associated documents and inform the party who owes the receivables about the assignment.
  4. If third parties get access to the reserve goods, the buyer shall point out our ownership and promptly inform us. The buyer shall bear the costs and damages.
  5. If the buyer’s behaviour breaches the provisions of the contract, especially default of payment, we shall be entitled to take back the reserve goods at the buyer’s expense or to demand assignment of the buyer’s claims for return against third parties, if required. Provided the law on instalment system is not applicable, there shall be no withdrawal from contract from our side in the withdrawal as well as seizure of the reserve goods.
  6. If a seller's liability for the bill of exchange is established by the buyer in relation to the payment of purchase price, then the retention of title as well as its underlying receivables from delivery of goods shall not lapse before redemption of the bill of exchange by the buyer as the drawee.
  7. If the value of the existing securities exceeds the receivables to be secured by more than 20%, the seller shall be obliged to grant release to that extent upon request by the buyer.

 

8 Complaints
  1. The buyer must immediately communicate the defects to us in writing, but no later than within a week of receipt of the delivery object. Defects that cannot be discovered within this period even after careful examination must be communicated in writing immediately after they are discovered.
  2. Breach of this obligation to inspect and notify the defects by the accepting party of the buyer shall be the buyer’s responsibility.
  3. The liability for consequential damages is excluded. Mandatory legal provisions of the Product Liability Act shall remain unchanged. The ordering party shall be obliged to settle our invoice as per our terms of payment even when complaints have been raised or similar claims have been asserted.

 

9 Guarantee
  1. We guarantee that our deliveries and services are without defects. The suitability of our deliveries and services for a certain purpose of use shall be guaranteed only in the respect, in which this purpose of use was communicated to us in writing and was expressly confirmed by us. A guarantee period of 6 months shall apply, which shall begin with the dispatch or if the dispatch is delayed, with the notification of readiness for dispatch. For goods that shall be used in around-the-clock operation, the guarantee period shall be 3 months, calculated from the commissioning, but at the most 6 months, calculated from the notification of readiness for dispatch. We are liable for defects in our deliveries and services as follows, excluding further claims:
  2. Provided that the buyer has complained about the defect on time, and the guarantee period has not expired, we shall be authorised to replace or resupply free of charge all those parts of our choice, which have become demonstrably unusable or whose usability has been considerably impaired owing to a circumstances present before the transfer of risk, especially due to lacking design, poor materials or poor workmanship. If the buyer has not yet fulfilled his obligations, we shall be authorised to Reject the aforementioned works.
  3. All the replaced parts shall be in our ownership.
  4. The buyer must grant us the necessary time and opportunity in order to perform all the works that seem necessary for us as well as for delivery of replacement products or spare parts. If the buyer refuses these, then we shall be released from the liability for defects.
  5. The liability for defects does not refer to the natural wear, abrasion, carelessness or the defects that can be traced to improper work and handling. Our liability for defects does not relate to negligent handling, excessive use, poor construction work and chemical, electronic and electrical influences that arise without us being to blame.
  6. If the delivery and installation has been agreed upon, any guarantee shall lapse if the installation is not executed by us, if changes are made to the goods without our approval, if the goods are damaged due to circumstances for which we are not responsible or if errors and other defects are rectified by the buyer or third parties without our approval.

 

10 Buyer’s right of withdrawal or reduction
  1. The buyer shall be entitled to a right to withdrawal or conversion only if a reasonable grace period set by him/her for the rectification of a defect for which we are responsible, within the meaning of the terms of sale and delivery, has lapsed in vain due to negligence on our part, if the repair or procurement of a suitable spare part becomes impossible or if the rectification of a defect proven to us is rejected by us without justification.
  2. The buyer must declare its withdrawal from contract in writing.
  3. All other claims of the buyer, especially claims for damages of any nature are ruled out.

 

11 Applicable law, place of fulfilment, place of jurisdiction, partial invalidity
  1. The law of the Federal Republic of Germany shall be applicable for these terms and conditions and the entire legal relationship between us and the buyer, even if the buyer has his/her headquarters abroad.
  2. The place of our company address shall be the place of fulfilment for both the contracting parties. The responsibility of the local court for our factory is exclusively agreed for all legal disputes, even from bills of exchange. We are also authorised to sue the buyer at his general place of jurisdiction.
  3. If a provision of these terms and conditions or a provision within other agreements should be or become invalid, then the validity of all the other provisions or agreements shall not be affected by it. The invalid provision should be replaced by a valid provision, which fulfils the economic purpose pursued with the invalid provision to the extent possible.

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