Our General Terms and Conditions

I. General provisions
1. The scope of the deliveries or services (hereinafter: deliveries) shall be governed by the written declarations of both parties. However, the customer’s general terms and conditions shall only apply insofar as the supplier or service provider (hereinafter: supplier) has expressly agreed to them in writing.

2. The Supplier reserves its unrestricted rights of ownership and copyright utilisation rights to cost estimates, drawings and other documents (hereinafter referred to as ‘Documents’). The Documents may only be made accessible to third parties with the prior consent of the Supplier and must be returned to the Supplier immediately upon request if the order is not placed with the Supplier. Sentences 1 and 2 shall apply accordingly to the Purchaser’s documents; however, these may be made accessible to third parties to whom the Supplier has legitimately transferred deliveries.

3. The purchaser has the non-exclusive right to use standard software with the agreed performance features in unchanged form on the agreed devices. The Purchaser may make two backup copies without express agreement.

4. Partial deliveries are permissible insofar as they are reasonable for the customer.

II Prices and terms of payment
1. The prices are ex works excluding packaging plus the applicable statutory value added tax.

if the supplier has taken over the installation or assembly and unless otherwise agreed, the customer shall bear all necessary ancillary costs such as travelling expenses, costs for the transport of tools and personal luggage as well as allowances in addition to the agreed remuneration.

3. Payments shall be made free Supplier’s paying agent.

4. The customer may only offset claims that are undisputed or have been legally established.

5. Invoices must be credited to an account of the supplier by the due date for payment. Default interest of 1% per month shall be charged for each month of delay in payment commenced.

III Retention of title
1. The items of the delivery (reserved goods) shall remain the property of the supplier until all claims to which the supplier is entitled against the customer arising from the business relationship have been fulfilled. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by 20%, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser.

2. During the existence of the retention of title, the purchaser is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from his customer or makes the reservation that ownership is only transferred to the customer when the customer has fulfilled his payment obligations.

3. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must inform the supplier immediately.

4. In the event of culpable breach of essential contractual obligations by the customer, in particular in the event of default in payment, the supplier shall be entitled to take back the goods after issuing a reminder; the customer shall be obliged to surrender them. The taking back or assertion of the retention of title or the seizure of the reserved goods by the Supplier shall not constitute a cancellation of the contract, unless the Supplier has expressly declared this.

IV. Deadlines for delivery and default
1. Compliance with agreed deadlines for deliveries is subject to the timely receipt of all documents, necessary authorisations and approvals, in particular of plans, to be supplied by the Purchaser, as well as compliance with the agreed terms of payment and other obligations by the Purchaser. If these conditions are not fulfilled in good time, the deadlines shall be extended accordingly; this shall not apply if the Supplier is responsible for the delay.

2. If non-compliance with the deadlines is due to force majeure, e.g. mobilisation, war, riot, or similar events, e.g. strike, lockout, the deadlines shall be extended accordingly.

3. Claims for compensation by the purchaser are excluded in all cases of delayed delivery, even after the expiry of any period of grace granted to the supplier. This shall not apply where liability is mandatory in cases of wilful intent or gross negligence; this shall not imply a change in the burden of proof to the detriment of the Purchaser. The Purchaser’s right to withdraw from the contract after the fruitless expiry of a grace period granted to the Supplier shall remain unaffected.

4. If dispatch or delivery is delayed at the request of the customer by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the price of the items of the deliveries for each month commenced, but not more than a total of 5%. The contracting parties are at liberty to prove higher or lower storage costs.

V. Transfer of risk
1. The risk shall pass to the customer as follows, even in the case of carriage paid delivery:
• 1. In the case of delivery without installation or assembly, when they have been dispatched or collected. At the request and expense of the Purchaser, deliveries shall be insured by the Supplier against the usual transport risks.
• 2. In the case of delivery with installation or assembly, on the day of acceptance at the customer’s own premises or, if agreed, after a faultless trial run.

2. If dispatch, delivery, the start or performance of assembly or erection, the taking over in the customer’s own works or the trial run is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.

VI Installation and assembly
Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:

1. The customer shall, at his own expense, undertake and provide in good time
•  1. all earthworks, construction work and other ancillary work outside the industry, including the necessary skilled and unskilled labour, building materials and tools,
• 2. the equipment and materials required for assembly and commissioning, such as scaffolding, lifting gear and other devices, fuels and lubricants,
• 3. energy and water at the place of use, including connections, heating and lighting,
• 4. suitable, dry and lockable rooms of sufficient size at the site for the storage of machine parts, apparatus, materials, tools, etc. and adequate working and recreation rooms for the erection personnel, including sanitary facilities appropriate to the circumstances; furthermore, the Purchaser shall take the same measures to protect the property of the Supplier and the erection personnel at the site as it would take to protect its own property.
• 5. Protective clothing and protective devices which are necessary due to special circumstances at the installation site.

2. Before the start of the installation work, the customer must provide the necessary information on the location of concealed electricity, gas, water pipes or similar installations as well as the necessary structural data without being requested to do so.

3. Prior to the start of installation or assembly, the materials and objects required for the start of the work must be available at the installation or assembly site and all preparatory work must have progressed to such an extent that the installation or assembly can be started as agreed and carried out without interruption. Access routes and the installation or assembly site must be levelled and cleared.

4. If the installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the customer shall bear the reasonable costs for waiting time and any additional travelling required by the supplier or the assembly personnel.

5. The Purchaser shall immediately certify to the Supplier on a weekly basis the duration of the working time of the assembly personnel as well as the completion of the installation, assembly or commissioning.

6. If the supplier demands acceptance of the delivery after completion, the purchaser must carry this out within two weeks. If this is not done, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place when the delivery has been put into use – if necessary after completion of an agreed test phase.

VII. Acceptance
Deliveries must be accepted by the customer, even if they have insignificant defects.

VIII. Warranty
The Supplier shall be liable for defects, including the absence of warranted characteristics, as follows:

1. All those parts or services shall, at the discretion of the supplier, be repaired, replaced or provided again free of charge, the usability of which is not only insignificantly impaired within twelve months – irrespective of the operating time – calculated from the day of the transfer of risk, as a result of a circumstance occurring before the transfer of risk.

2. Warranty claims shall expire twelve months after notification of the complaint; the supplier must be notified of this in writing without delay.

3. In the case of complaints, payments by the customer may be in proportion to the defects that have occurred. If the contract is part of the operation of his commercial business, the Purchaser may withhold payments only if a notice of defects is asserted, the justification of which is beyond doubt.

4. The supplier shall be granted reasonable time and opportunity to remedy the defect. If he is refused this, he shall be released from the warranty in this respect.

5. If the supplier allows a reasonable period of grace set for him to expire without remedying the defect, the customer may demand cancellation of the contract (rescission) or reduction of the remuneration (reduction).

6. The warranty does not extend to natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or which arise due to special external influences which are not assumed under the contract, or to non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work, no warranty shall apply for these or the resulting consequences.

7. The warranty period for repairs, replacement deliveries or replacement services shall be six months; it shall run at least until the expiry of the original warranty period for the delivery item. It shall be extended for those parts that cannot be operated for their intended purpose due to the interruption by the duration of the interruption of operations caused by the repair, replacement delivery or replacement service.

8. The periods specified in numbers 1, 2 and 7 shall not apply if the law prescribes longer periods in accordance with §638 BGB.

9. Further warranty claims of the customer against the supplier and his vicarious agents are excluded; however, Article XI (Other Liability) remains unaffected.

IX. Industrial property rights and copyrights
1. If a third party asserts justified claims against the Purchaser due to infringement of an industrial property right or copyright (hereinafter: property rights) by products delivered by the Supplier and used in accordance with the contract, the Supplier shall be liable to the Purchaser as follows:
•  1. The Supplier shall, at its own discretion and at its own expense, either obtain a right of use for the product, modify the product in such a way that the property right is not infringed, or replace the product. If this is not possible for the Supplier under reasonable conditions, the Supplier shall take back the product against reimbursement of the purchase price.
• 2. The aforementioned obligations of the Supplier shall only apply if the Purchaser immediately notifies the Supplier in writing of the claims asserted by the third party, does not acknowledge an infringement and leaves all defence measures and settlement negotiations to the Supplier’s discretion. If the Purchaser ceases to use the product in order to minimise damages or for other important reasons, it shall be obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of an infringement of property rights.

2. Claims of the customer are excluded insofar as he is responsible for the infringement of property rights.

3. Claims of the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the product is modified by the customer or used together with products not supplied by the supplier.

4. Further claims against the supplier are excluded; however, Article XI (Other Liability) remains unaffected, as does the purchaser’s right to withdraw from the contract.

X. Impossibility, contract adjustment
1. If the Supplier is unable to fulfil its delivery obligations for reasons for which it is responsible, the Purchaser shall be entitled to claim damages. However, the Purchaser’s claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be put to the intended use due to the impossibility. This shall not apply if liability is mandatory in cases of intent, gross negligence or initial inability; this does not imply a change in the burden of proof to the detriment of the customer. The right of the customer to withdraw from the contract remains unaffected.

2. If unforeseeable events within the meaning of Article IV(2) substantially change the economic importance or the contents of the Supplies or considerably affect the Supplier’s business, the contract shall be adapted taking into account the principles of reasonableness and good faith. If this is not economically justifiable, the Supplier shall have the right to withdraw from the contract. If he wishes to exercise this right of cancellation, he must inform the purchaser immediately after realising the consequences of the event, even if an extension of the delivery time was initially agreed with the purchaser.

XI. Other liability
Claims for damages by the customer, regardless of the legal grounds, in particular from positive breach of contract, from the breach of obligations during contract negotiations and from unauthorised action, are excluded. This shall apply if, for example, liability is mandatory under the Product Liability Act or in cases of wilful intent, gross negligence, the absence of warranted characteristics or the breach of material contractual obligations. Compensation for the breach of essential contractual obligations is, however, limited to the foreseeable damage typical for the contract, unless there is wilful intent or gross negligence. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

XII. Place of jurisdiction
1. If the customer is a registered trader, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be, at the supplier’s discretion, the supplier’s head office or branch office.

2. The contractual relationship shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XIII. Binding nature of the contract
The contract shall remain binding in its remaining parts even if individual points are legally invalid. This shall not apply if adherence to the contract would constitute an unreasonable hardship for one of the parties.