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Terms

1. General
1.1. These terms and conditions constitute an integral part of all our tenders and contracts for the supply of goods and services under the current business relationship and shall also apply for all future business dealings with buyer. We are not bound by buyer’s terms and conditions, even if we do not repudiate them explicitly. Previous terms and conditions are superseded by these terms and conditions, unless alternative arrangements with buyer have been made in writing.
1.2 If individual provisions of the contract or of these terms and conditions are or become wholly or partially invalid, this will not affect the validity of the remaining provisions of the contract or of these terms and conditions.
1.3 The “businessman” or “merchant” referred to in these terms and
conditions are equivalent: legal entities under public law and agents of special funds under public law.

2. Offers
2.1 Our offers are subject to change without prior notice. We have two weeks in which to accept orders from receipt of the order.
2.2. The documents belonging to our offer as defined in 2.1 above, such as diagrams, drawings etc. and the resulting dimension and weight data are only indicative unless specifically confirmed as binding. The same shall apply to usage information. We reserve the right to manufacture according to the tolerances customary in the trade within the scope of that acceptable to the buyer.
2.3 We reserve all property rights and copyright in respect of cost estimates, drawings, samples, brochures, technical descriptions, sketches, catalogues and other documents. They must not be made accessible to third parties or duplicated without our permission and if the order is not awarded they must be returned to us when requested without delay and including all copies made.
2.4 Only those persons explicitly authorised by us to do so are entitled to make any verbal assurances of any kind to buyer, or to give or receive declarations by way of a legal transaction.

3. Prices
3.1 Prices are ex-works including packing, plus the statutory VAT applicable on the day of delivery.
3.2 For invoice amounts of less than € 250 we charge a handling fee of €10.
3.3 In the case of contracts with an agreed delivery time of more than 8 weeks from receipt of order we reserve the right to increase the prices in accordance with any cost increases that have occurred due to collective bargaining wage agreements or price rises in the cost of materials. If the rise is more than 5 % of the agreed price the buyer shall have the right to cancel the order.

4. Terms of payment
4.1 The invoice amount is payable immediately. If payment is made within 14 days we grant a discount of 2% calculated from the date of the invoice; payment within 30 days is net. Payment by bills of exchange is not admissible. A prerequisite for the granting of a discount is that there are no other outstanding amounts on buyer’s account and all payment deadlines including those for instalments have been met.
4.2 Payments made to persons without collecting power shall not have a discharging effect in our respect.
4.3 In the event of default of payment the statutory interest rate of 8 % above the basic interest rate (§ 288 II BGB German Civil Code) applicable at the time of commencement of default shall apply.
4.4 Offsetting due to any counterclaims of buyer contested by seller is only admissible if these counterclaims are not disputed by us or have been established with force of law.

5. Time periods for the delivery of supplies and services
5.1 The delivery period begins upon dispatch of the order confirmation.
5.2 Provided we are not obliged to bring the delivery item to a location specified by buyer or to install or mount it there the delivery deadline will be deemed to have been met if the delivery item has left our works by expiry of the delivery date or the buyer has been notified of readiness for dispatch.
5.3.1 The delivery term will be extended appropriately in the case of unforeseen events beyond our control. This shall apply in particular to operational disruptions due to industrial action, strikes and lockouts, in the case of disruption of operations at our sub-suppliers, delays in the delivery of major raw materials and construction materials, provided that these have been ordered by us in good time.
5.3.2 If the disruption lasts more than 10 weeks and is proven to have a considerable effect on the completion or supply of the delivery item, we shall be entitled to withdraw from the contract. Supplier will advise buyer immediately about the start and probable end of such impediments.
5.3.3 If buyer’s provision of services to us is delayed our delivery period will be extended by the period of this delay.
5.4 If buyer incurs loss or damage due to a delay for which we are responsible he is entitled to demand compensation for the delay, amounting to maximum 5 % of the respective value of the entire delivery, which as a result of the delay cannot be used in time or for the purpose for which it was intended.
We reserve the right to prove that no damage due to a delay has occurred whatsoever or that the actual damage or loss due to delay is less than that claimed.
5.5 If dispatch is delayed for circumstances attributable to buyer, he will be charged the costs resulting from storage at supplier’s works, starting one month after notification of readiness for dispatch, but a minimum of 50%, for each month. We are able to charge higher costs if documented evidence thereof is provided. However, the buyer has the right to prove that no loss whatsoever has occurred or that the loss is less than claimed.
5.6 We will take back any packaging provided it is returned to us free of charge.

6. Returned goods
If, as a gesture of goodwill, without being under any legal obligation to do so, we are prepared to take back goods already delivered, we will charge a lump sum of 20% of the net purchase price of the goods as compensation for putting the goods back into storage and to cover the associated contractual and administrative expenses..

7. Transfer of risk
7.1 Unless we have specifically assumed responsibility for the dispatch and installation of the delivery item, risk shall be transferred to buyer when the delivery items are handed over to the person responsible for transporting them. This shall also apply in the case of partial deliveries.
7.2 If dispatch is delayed for circumstances attributable to buyer, risk shall be transferred to buyer on receipt of readiness for dispatch. However, we are obliged to effectuate any insurance demanded by buyer at buyer’s request and at buyer’s cost (e.g. insurance against theft, breakage, transport, fire, water damage). This shall also apply for deliveries dispatched on schedule if buyer demands it prior to the consignment being handed over to the person responsible for transporting it.

8. Receipt of goods
8.1 Buyer must accept the items delivered, without prejudice to the rights detailed in section 10, even if they have minor deficiencies.
8.2 Partial deliveries are admissible.

9. Retention of title
9.1 We shall retain full title to the goods supplied until full payment of the purchase price and all other outstanding moneys due in conjunction with our business relationship and the delivery item. If the value of all security interest to which we are entitled exceeds the value of all secured claims by more than 20 % we will release a corresponding portion of the security interest at buyer’s request.
9.2 If goods subject to retention of title are sold by buyer on their own or together with goods not belonging to us, buyer shall herewith assign to us the claims arising out of the re-sale of the goods to the value of the retained goods along with all ancillary rights and any priorities in rank in relation to other claims; we accept the assignment of claims.
9.3 If retained goods are installed by buyer as a major component of the real estate of a third party, buyer herewith assigns the claims against the third party or other party concerned to the value of the retained goods along with all ancillary rights including that of the granting of a cautionary mortgage and any priorities in rank in relation to other claims; we accept the assignment of claims. Section 9.2 shall apply mutatis mutandis.
9.4 If retained goods are installed as a major component into the real estate of a third party, this third party herewith assigns the claims arising from the sale of the property or from property rights to the value of the retained goods with all ancillary rights and any priorities in rank in relation to other claims; we accept the assignment of claims.
9.5 Buyer is entitled to resell, use or install the retained goods only in the ordinary course of business and subject to the proviso that the claims are actually transferred to us. Buyer is not entitled to dispose of the goods in other ways, particularly by pledging them or transferring them for the provision of security.
9.6 We authorise buyer subject to revocation to collect the assigned receivables. We shall not make use of our own authority to collect provided that the buyer meets his payment obligations. If buyer is in breach of the contract, particularly in the case of default of payment, we shall be entitled to collect the assigned claims. At our request buyer shall name the debtors of the assigned claim and shall notify the assignment. We are authorised to notify the debtors ourselves of this assignment.
9.7 Buyer must inform us immediately about right of foreclosure acts relating to the retained goods or assigned claims and must provide the documents necessary for lodging an appeal.

10. Buyer’s rights in the event of defects; liability
10.1. By means of reasonable investigations, buyer shall notify in writing any detectable defects immediately (§ 377 HGB German Commercial Code) after handover of the delivery item, and in the case of hidden defects after they have been discovered. Should buyer fail to meet a deadline in this respect for reasons for which he is responsible, he cannot assert any claims in respect of the corresponding defects.
10.2.1 Where a justified defect has been notified within the specified period we shall initially be obliged, at our discretion, to replace or repair the item (supplementary performance). Buyer must give us the necessary time and opportunity to do so. Shipping and handling costs are to be borne by Buyer. If the subsequent performance is unsuccessful buyer can, at his discretion, demand a price reduction, withdraw from the contract or claim damages due to nonperformance.
10.2.2 The supply of a replacement item within the scope of subsequent performance pursuant to 10.2.1 does not constitute acknowledgement of a respective claim on the part of the buyer.
10.2.3 If the delivery item is a used item buyer is not entitled to compensation for defects. This does not apply if we have provided a guarantee of quality or if we have fraudulently concealed a material defect. The buyer, who is a consumer, is entitled to the uncurtailed statutory rights in respect of delivery of a used item.
10.3 In the event of injury to life, limb or health we shall be liable according to the statutory regulations. In the case of violation of contractual obligations due to negligence our liability shall be limited to loss or damage foreseeable and typical for this type of contract. The latter shall not apply in the event of violation of substantial (cardinal) contractual obligations.
10.4.1 The customer shall not have any claims against us deriving from loss or damage occurring due to the following reasons:
- if an item of equipment not manufactured for commercial use is used commercially
- if the item is used in a way not provided for in the contract, provided the delivery item had the agreed properties upon passing of risk,
- in the case of faulty installation or commissioning by buyer or a third party despite the provision of installation instructions without errors
- in the case of natural wear and tear
- in the case of defective or negligent handling, use of unsuitable operating resources,
- in the case of incorrect maintenance contrary to the assembly/installation/operating instructions
- in the case of replacement materials
- in the case of deficient construction work beyond our sphere of responsibility,
- in the case of unsuitable foundation
- in the case of chemical, electrochemical or electrical influences, insofar as not provided for according to the intended use.
10.4.2 Without written agreement to this effect we do not vouch for the fact that the parts/equipment supplied by us comply with foreign regulations.
10.4.3 No guarantee is given for repairs carried out by supplier where there is no statutory obligation to do, with the exception of supplier’s liability for damage for which he is responsible.
10.5 The following limitation periods will apply for claims for defects in respect of our products:
- 24 months from handover of the item
- no claims for defects are admissible if the delivery item is a used object.

11. Applicable law
The legal relations between the parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. If the buyer is domiciled outside of Germany this shall apply with the inclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12. Place of performance and jurisdiction
12.1 Place of performance for all obligations deriving from contracts with us is our company headquarters, if the buyer is a merchant, a legal entity under public law or special fund under public law.
12.2 If buyer is a merchant, a legal entity under public law or a special fund under public law the court of jurisdiction will be in the same location as our registered offices.

As at: 01.08.2002

 

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