Terms and Conditions
The following terms of delivery and payment shall apply to all deliveries and other services of the Seller. Terms and conditions of purchase are only binding for the seller if the seller expressly accepts them in writing.
1. offer and order
The offers of the seller are subject to change. Orders and agreements of any kind shall only become legally effective upon written confirmation by the Seller. Deviating agreements, collateral agreements, assurances, and other commitments by representatives of the seller are only effective if they are confirmed by the seller in writing.
Prices are in Euro ex works including loading at the factory, but excluding packaging, transport, insurance and unloading. For deliveries within Germany, value added tax at the respective statutory rate shall be added to the prices. The prices are calculated on the cost basis of the offer. We reserve the right to adjust prices in the event of changes in material prices, wages, freight, or other cost factors.
3. terms of payment
Payments shall be made in accordance with the agreed terms of payment. Unless different payment dates have been agreed in accordance with the Seller's written order confirmation, payment shall be made without any deduction á account in the following installments:
- 1/3 as down payment
- 2/3 when the goods are ready for delivery.
In case of delivery to customers outside Germany, the Seller may require the Buyer to provide a security in the amount of the purchase price. The security shall be provided by opening an irrevocable documentary letter of credit with one of the banks used by the Seller.
Spare parts and other repair supplies, including service and maintenance, shall be paid in full immediately upon invoicing.
If the Buyer is in default of payment, the Seller shall be entitled to charge default interest at a rate of 8% above the prime rate announced by the Deutsche Bundesbank, with proof of higher default damages possible at any time.
If the buyer does not comply with agreed terms of payment and / or a significant deterioration of the financial situation of the buyer occurs after the conclusion of the contract, the entire remaining debt becomes due.
The Buyer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by the Seller. He shall only be entitled to exercise the right of retention insofar as his counterclaim is based on the same contractual relationship.
4. deadlines for deliveries, delay
The delivery period shall be determined by the agreements of the contracting parties. The Seller's compliance with the delivery period shall be subject to the condition that all commercial and technical questions between the contracting parties have been clarified and that the Buyer has fulfilled all obligations incumbent upon him, e.g. provision of samples, templates, drawings, provision of the necessary official certificates or approvals or the payment of a deposit. This shall not apply if the Seller is responsible for the delays.
Compliance with the delivery period shall be subject to correct and timely delivery to the Seller.
Subsequent changes to the order shall entitle the Seller to a reasonable postponement of the delivery period.
The delivery period shall be deemed to have been complied with if the delivery item has left the Seller's works by the expiry of the delivery period or if the Buyer has been notified that the delivery item is ready for dispatch.
If non-compliance with the delivery time is due to force majeure, labor disputes, riots, strikes or other events beyond the Seller's control, the delivery time shall be extended accordingly.
If the Seller is in default, the Purchaser may - provided that it can credibly demonstrate that it has suffered a loss as a result - claim compensation for each full week of default of 0.5% each, but in no case more than a total of 5% of the price of that part of the Supplies which could not be put to the intended use because of the default.
5. retention of title
The seller retains ownership of the delivery item until full payment has been made.
The Buyer shall properly store and insure the delivery item.
The Buyer may not sell, pledge or assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, the Buyer shall notify the Seller thereof without delay.
Any processing of the delivery item as well as the combination of the same with third-party items by the Buyer or third parties shall be carried out on behalf of the Seller. The Seller shall be entitled to co-ownership of newly created items in proportion to the value of the delivery item.
If the retention of title is not effective according to the law in whose area the delivery item is located, the security corresponding to the retention of title in this area shall be deemed agreed. If the Buyer's cooperation is required in this respect, the Buyer shall take all measures necessary to establish and maintain such rights.
6. transfer of risk, acceptance
The risk shall pass to the Buyer when the delivery item has left the factory, even if partial deliveries are made or the Seller has assumed other services, e.g. shipping costs or delivery and installation. Insofar as acceptance is to take place, this shall be decisive for the transfer of risk. It must be carried out without delay on the acceptance date, alternatively after the Seller's notification of readiness for acceptance. The Buyer may not refuse acceptance in the event of a non-substantial defect.
If shipment or acceptance is delayed or does not take place due to circumstances not attributable to the Seller, the risk shall pass to the Buyer from the date of notification of readiness for shipment or acceptance.
If it is agreed that the Seller shall be responsible for the installation or assembly of the delivery item, the Seller's assembly conditions shall apply in addition. Work on the delivered item, assembly, installation, commissioning, functional testing, etc. may only be carried out by the Seller's specialist personnel or by persons instructed, trained and professionally qualified by the Seller, as if they were acting on behalf of the Seller.
The Seller warrants compliance with expressly warranted characteristics in writing, for defect-free design and manufacture as well as for defect-free material in such a way that it will repair free of charge parts that have become unusable as a result of such defects or whose usability has been significantly impaired, or it will deliver new such parts.
The warranty period shall be 12 months from the date of transfer of risk. If 3500 operating hours are exceeded, the warranty period shall be shortened accordingly. For rework or replaced parts, the warranty ends with that of the original delivery item.
The purchaser shall immediately notify the seller in writing of any material defects.
The Seller shall not be liable for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the Buyer or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the Buyer or third parties without the Seller's consent. The same shall apply to defects which only insignificantly reduce the value or the suitability of the delivery item.
For the delivery of spare parts the following regulation applies: The warranty ends with the expiration of 12 months since delivery to the buyer.
Unless otherwise stated below, any other and further claims of the Buyer against the Seller shall be excluded. This applies in particular to claims for damages for breach of obligations arising from the contractual obligation and from tort. Therefore, the Seller shall not be liable for damages that have not occurred to the delivery item itself. In particular, he shall not be liable for loss of profit or other financial losses of the Buyer.
The above limitations of liability shall not apply in the event of intent, gross negligence on the part of the Seller's legal representatives or executive employees, or culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, the Seller shall be liable - except in cases of intent or gross negligence on the part of its legal representatives or officers - only for reasonably foreseeable damage typical of the contract.
Furthermore, the limitation of liability shall not apply in those cases in which liability is mandatory under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivery item.
Further claims are excluded.
10. force majeure
Either party shall be entitled to suspend performance of its contractual obligations to the extent that such performance is rendered impossible or unreasonably difficult by the following circumstances: Industrial disputes, riots, official measures, failure of deliveries by the Seller's suppliers and other unforeseeable, unavoidable and serious events. If a listed circumstance occurs before or after conclusion of the contract, it shall only entitle the Seller to suspend performance of the contractual obligations to the extent that its effects on performance of the contract were not foreseeable at the time of conclusion of the contract.
11. place of performance, applicable law and place of jurisdiction
The place of performance for all contractual services of the Seller shall be the Seller's registered office.
The law of the Germany shall apply to the contract.
The place of jurisdiction shall be the court having jurisdiction over the Seller's principal place of business. However, the Seller shall be entitled to bring an action at the Buyer's principal place of business.
Buende, April 27, 2016