I. General information

1. All deliveries and services are based on these terms and conditions and any separate contractual agreements. Any deviating terms and conditions of purchase of the purchaser shall not become part of the contract, even if the order is accepted. In the absence of a special agreement, a contract shall be concluded upon written confirmation of the order by the supplier.

2. The supplier reserves ownership rights and copyrights to samples, cost estimates, drawings and other information of a physical and non-physical nature, including in electronic form; they may not be made accessible to third parties. The supplier undertakes to make information and documents designated as confidential by the customer accessible to third parties only with the customer’s consent.

II. Price and payment

1. Unless otherwise agreed, prices are ex works, including loading at the factory, but excluding packaging and unloading. Value added tax at the applicable statutory rate shall be added to the prices.

2. In the absence of a special agreement, payment shall be made without any deductions to the supplier’s account, as follows: 1/3 down payment upon receipt of the order confirmation, 1/3 as soon as the purchaser is notified that the main parts are ready for dispatch, the remaining amount within one month after transfer of risk.

3. The customer shall only be entitled to withhold payments or offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established.

III. Delivery time, delivery delay

1. The delivery time shall be determined by the agreements between the contracting parties. Compliance with this delivery time by the supplier shall be subject to all commercial and technical questions between the contracting parties having been clarified and the customer having fulfilled all obligations incumbent upon him, such as providing the necessary official certificates or approvals or making a down payment. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the supplier is responsible for the delay.

2. Compliance with the delivery period is subject to correct and timely delivery to the supplier. The supplier shall notify the customer of any foreseeable delays as soon as possible.

3. The delivery period shall be deemed to have been met if the delivery item has left the supplier’s factory or readiness for dispatch has been notified by the end of the delivery period. If acceptance is required, the acceptance date shall be decisive, except in cases of justified refusal of acceptance, or alternatively the notification of readiness for acceptance.

4. If shipment or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the customer shall be charged for the costs incurred as a result of the delay, beginning one month after notification of readiness for shipment or acceptance.

5. If non-compliance with the delivery time is due to force majeure, industrial disputes or other events beyond the supplier’s control, the delivery time shall be extended accordingly. The supplier shall notify the customer of the beginning and end of such circumstances as soon as possible.

6. The customer may withdraw from the contract without setting a deadline if the supplier is definitively unable to perform the entire service before the transfer of risk. The customer may also withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and he has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the supplier’s inability to perform. In all other respects, Section VII.2 shall apply. If the impossibility or inability occurs during the delay in acceptance, or if the customer is solely or predominantly responsible for these circumstances, he shall remain obliged to pay consideration.

IV. Transfer of risk, acceptance

1. The risk shall pass to the purchaser when the delivery item has left the factory, even if partial deliveries are made or the supplier has assumed other services, e.g. shipping costs or delivery and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date or, alternatively, after notification by the supplier that the goods are ready for acceptance. The purchaser may not refuse acceptance in the event of a minor defect.

2. If dispatch or acceptance is delayed or fails to take place due to circumstances for which the supplier is not responsible, the risk shall pass to the purchaser on the day of notification of readiness for dispatch or acceptance. The supplier undertakes to take out the insurance policies requested by the purchaser at the purchaser’s expense.

3. Partial deliveries are permissible, provided they are reasonable for the customer.

V. Retention of title

1. The supplier retains ownership of the delivery item until all payments under the delivery contract have been received. The customer shall process or treat the goods subject to retention of title on our behalf without any obligations arising for us. If the goods subject to retention of title are processed, combined, mixed or blended with other goods not belonging to us, we shall be entitled to co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other processed or blended goods at the time of processing, combining, mixing or blending. If the customer acquires sole ownership of the new item, he hereby grants us co-ownership of the new item in proportion to the value of the processed or treated, combined, mixed or blended goods subject to retention of title; he shall store the new item for us free of charge. Our co-ownership rights shall be deemed goods subject to retention of title.

2. The supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the expense of the purchaser, unless the purchaser can prove that they have taken out insurance themselves.

3. The customer may not sell, pledge or assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, the customer must notify the supplier immediately.

The purchaser is only entitled to resell the goods subject to retention of title in the ordinary course of business; he hereby assigns to us in full all claims arising from the resale. If the goods subject to retention of title are resold after processing or combination with items that are exclusively owned by the customer, the customer hereby assigns to us in full all claims arising from the resale. If goods subject to retention of title are sold by the customer unprocessed or, after processing or combination, together with goods that are not his property, he hereby assigns to us the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest; we accept the assignments. The assigned claims serve as security to the same extent as the goods subject to retention of title.
The customer shall remain entitled to collect the claims even after assignment. Our authority to collect the claims ourselves shall remain unaffected by this; however, we undertake not to collect the claims ourselves as long as the customer duly meets his payment obligations and other obligations towards us. We may demand that the customer informs us of the assigned claims and their debtors, hands over the relevant documents to us and notifies the debtors of the assignment. If the customer resells the goods subject to retention of title, we shall remain the owner of the goods subject to retention of title until all claims arising from the business relationship have been paid in full, and the customer hereby assigns to us the claims against his customers for the surrender of the goods subject to retention of title and all other rights against his customers. We accept the assignments. We may demand the surrender of contracts concluded with third parties.

4. If the customer acts in breach of contract, in particular in the event of default in payment, the supplier shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it. The assertion of the retention of title and the seizure of the delivery item by the supplier shall not be deemed a withdrawal from the contract. If the customer is in default of payment, they shall no longer be entitled to collect the claims they have acquired. They shall immediately transfer any amounts collected to us insofar as our claims are due. If this does not happen, the amounts collected shall remain our property and must be kept separately. In the event of the customer’s insolvency, we shall be entitled to a claim for separate satisfaction. We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value of the securities exceeds the claims to be secured by more than ten per cent; the selection of the securities to be released shall be at our discretion.

5. The application to open insolvency proceedings entitles the supplier to withdraw from the contract and demand the immediate return of the delivery item. If the delivery items are seized by a third party, the customer is obliged to inform the enforcement officers of our ownership and to notify us no later than the third day after the seizure, submitting the seizure report. The customer shall be liable for all costs incurred by us as a result of our intervention in accordance with the statutory provisions. We are not obliged to intervene.

VI. Warranty

The supplier shall provide warranty for material defects and defects of title in the delivery to the exclusion of further claims, subject to Section VII, as follows:

material defects

1. All parts that prove to be defective as a result of circumstances occurring before the transfer of risk shall be repaired or replaced free of charge at the supplier’s discretion. The supplier must be notified immediately in writing of any such defects. Replaced parts shall become the property of the supplier.

2. After consultation with the supplier, the customer shall allow the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the supplier; otherwise, the supplier shall be released from liability for the resulting consequences.

3. Of the costs incurred by the repair or replacement delivery, the supplier shall bear the costs of the subsequent delivery or replacement part, provided that the complaint proves to be justified.

4. The purchaser has the right to withdraw from the contract within the framework of the statutory provisions if the supplier – taking into account the statutory exceptions – allows a reasonable period set for him for repair or replacement delivery due to a material defect to elapse without result. If the defect is only minor, the purchaser is only entitled to a reduction in the contract price. The right to reduce the contract price is otherwise excluded.

5. No warranty shall be assumed in the following cases in particular: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences.

6. If the customer or a third party carries out improper repairs, the supplier shall not be liable for the consequences thereof. The same applies to modifications made to the delivery item without the prior consent of the supplier.

VII. Liability

1. If the delivery item cannot be used by the customer in accordance with the contract due to the supplier’s fault as a result of omitted or faulty execution or due to the breach of other contractual ancillary obligations, the provisions of Sections VI and VII.2 shall apply accordingly, excluding further claims by the customer.

2. The supplier shall only be liable for damage that has not occurred to the delivery item itself, regardless of the legal grounds, if

• in the case of intent,

• in the event of gross negligence on the part of the owner/bodies or senior executives,

• in the event of culpable injury to life, limb or health,

• in the case of defects which he has fraudulently concealed or whose absence he has guaranteed,

• in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

In the event of culpable breach of essential contractual obligations, the supplier shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical for this type of contract.

Further claims are excluded.

VIII. Limitation period

All claims by the customer – regardless of their legal basis – shall become time-barred after 12 months. The statutory periods shall apply to intentional or fraudulent conduct, claims under the Product Liability Act and items that have been used for a building in accordance with their normal use.

IX. Partial invalidity

Should individual provisions of the respective contract or these terms and conditions be or become void or ineffective, this shall not affect the validity of the remaining provisions.

X. Applicable law, place of jurisdiction

1. All legal relationships between the supplier and the purchaser shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.

2. The exclusive place of jurisdiction shall be the court responsible for the supplier’s registered office.