I. Offer and conclusion of contract
(1) The Manufacturer’s offers shall be subject to change and non-binding. Declarations of acceptance and all orders shall require the Manufacturer’s written confirmation to be legally valid. The same shall be valid for addendums, amendments or supplementary agreements.

(2) Drawings, illustrations, dimensions, weights or other specifications shall only be binding if these are also expressly agreed to in writing.

(3) The Manufacturer shall reserve the property rights and copyrights to cost estimates, drawings and other documents; these may not be disclosed to third parties. The Manufacturer shall be obliged to disclose to third parties documents designated as confidential by the Purchaser only with the Purchaser’s consent.

(4) The Manufacturer’s written order confirmation shall be authoritative for the scope of the delivery; in the event of an offer from the Manufacturer with temporal obligation and on-time acceptance, the offer shall be authoritative, provided that no timely order confirmation is on hand. The Manufacturer’s employees shall not be authorised to make oral supplementary agreements or oral assurances that go beyond the content of the written contract.



II. Prices and payment

(1) Unless otherwise specified, the Manufacturer shall be bound to the prices included in its offers for 30 days from the date thereof. The prices specified in Manufacturer's order confirmation plus the respective statutory value added tax shall be authoritative. Additional deliveries and services shall be calculated separately.

(2) In the absence of a special agreement, the prices shall be valid as of the plant, but exclusive of packaging.

(3) In the absence of a special agreement, payment shall be made in cash without any deductions directly to the Manufacturer's paying agent, specifically

-           within 8 days as of the invoice date 3%,

-           within 30 days as of invoice date without any deduction.

The Manufacturer shall be authorized to appropriate payments first to the Customer’s previous debts despite the Customer’s provisions to the contrary. If costs and interest have been incurred, then the Manufacturer shall be authorised to appropriate the payment first to the costs, then to the interest, and lastly to the main service. A payment shall be considered made only when the Manufacturer has the full amount at its disposal. For checks or bills of exchange, payment shall be considered made only when the check or bill of exchange is redeemed.

(4) If the Customer defaults, then the Manufacturer shall be authorized to charge interest from the relevant time at the interest rate calculated by the Commercial banks for open current account credit, plus the statutory value added tax. This shall be assessed at lower rate if the Customer proves a lower rate.

(5) If the Customer does not fulfil its payment obligations, in particular by not redeeming a check or bill of exchange or by stopping payments, or if the Manufacturer becomes aware of other circumstances that put into question the Customer’s creditworthiness, then the Manufacturer shall be authorised to accelerate the entire remainder of a debt, even if the Manufacturer accepted checks or bills of exchange. In this event, the Manufacturer shall also be authorised to demand advance payments or collateral security.

(6) Withholding payments, making set-offs or reductions due to any and all of the Customer’s counterclaims disputed by the Manufacturer shall not be permissible.



III. Delivery time and time of service

(1) Delivery deadlines or periods that can be agreed to as binding or non-binding shall be in writing.

(2) The delivery period shall begin with sending the order confirmation, but not prior to producing documents, approvals, releases to be procured by the Customer and prior to the arrival of an agreed down payment.

(3) The delivery period shall be considered observed if the delivery item has left the plant by the end of the delivery period or the readiness for dispatch has been indicated.

(4) The Manufacturer shall not be liable for agreed and binding periods and deadlines in the event of delays in delivery and service due to acts of God and events that significantly impede or prevent the Manufacturer from making the delivery, specifically including strikes, lockouts, official directives etc., even if they occur at the Manufacturer’s suppliers or its sub-suppliers. Such events shall authorise the Manufacturer to postpone the delivery or service by the duration of the obstruction plus a reasonable starting period or to withdraw from the contract wholly or in part due to the portion not yet executed. The Manufacturer shall also not be liable in such circumstances if they arise during an already existing delay.

(5) If the obstruction lasts longer than three months, then, after a reasonable grace period has been granted, the Customer shall be authorised to withdraw from the contract with regard to the portion of the contract not yet executed. If the delivery time is extended or the Manufacturer is released from its obligation, then the Customer cannot derive any claims for damages. The Manufacturer can claim relief by reason of the circumstances specified only if it immediately informs the Customer thereof.

(6) If the Manufacturer is liable for the failure to observe the agreed and binding periods and deadlines or if the Manufacturer is in default, the Customer shall be entitled to compensation for default at the rate of 0.5% for each full week of the default, but not more than 5% of the invoice value of the deliveries and services impacted by the default. Any claims in excess thereof shall be excluded, unless the default is caused by at least gross negligence on the part of the Manufacturer.

(7) If the shipment is delayed at the Customer’s request, then the Customer shall be charged for costs arising from storage starting one month after the notice of readiness of dispatch; however, storage at the Manufacturer’s plant shall be calculated for at least ½% of the invoice value for each month. However, the Manufacturer shall be authorised to dispose of the delivery item in another manner after setting a reasonable period that expires without results and to make delivery to the Customer within a reasonably extended period.

(8) The observation of the delivery period shall require the Customer to fulfil all contractual duties first.

(9) The Manufacturer shall be authorised to provide partial deliveries and services at any time.





IV. Passing of risk and acceptance



(1) The risk shall be passed to the Customer as soon as the shipment has been transferred to the person executing the transport or it has left the Manufacturer’s warehouse for shipping, and specifically also if partial deliveries are made or the Manufacturer has assumed other services, such as the costs of shipping or the delivery. If the shipment is not possible without any fault on the part of the Manufacturer, then the risk shall pass to the Customer upon the notification of readiness of dispatch.

(2) Upon the Customer’s request, the shipment shall be insured by the Manufacturer at the Customer’s expense against theft, breakage, damages due to transport, fire and water, as well as other insurable risks.

(3) If the shipment is delayed due to circumstances for which the Customer is liable, then the risk shall pass to the Customer from the day of readiness of dispatch; however, the Manufacturer shall be obligated to, upon the Customer’s request and at the Customer’s expense, carry through the insurance that the Customer requires.

(4) The items delivered, even if these have immaterial defects, shall be accepted by the Customer, notwithstanding the rights from section VI.



V. Title retention

(1) Until all requirements are fulfilled (including all balance claims from the current account) that are or will be due to the Manufacturer for any legal ground against the Customer, the Manufacturer shall be granted the following collateral securities, which the Manufacturer's will release upon request at the Manufacturer's discretion, provided that their value effectively exceeds the claims by more than 20%.

(2) The goods shall remain the Manufacturer’s property. Processing or alteration shall always occur for the Manufacturer as the Manufacturer, but without any obligation to the Manufacturer. If the (joint) property of the Manufacturer expires through consolidation, then it shall now be agreed that the (joint) ownership by the Manufacturer of the unitary matter shall pass to pro rata (invoice value) the Manufacturer. The Customer shall hold in custody the Manufacturer’s (joint) property free of charge. Goods that are due to the Manufacturer as (joint) property shall be referred to hereinafter as Reserved Goods.

(3) The Customer shall be authorised to process and sell the Reserved Goods in proper business dealings, as long as the Customer is not in default. Encumbrances or transfers by way of security shall not be permitted. For security purposes, the Customer shall now transfer to the Manufacturer any and all claims arising from the further sale or another legal ground (insurance, tort) regarding the Reserved Goods (including all balance claims from the current account). The Manufacturer shall authorise the Customer to collect the sum due from claims transferred to the Manufacturer for its account on its own behalf; this authorisation shall be revocable. This collecting power may only be revoked if the Customer fails to honour its payment obligations properly.

(4) In the event that third parties access the Reserved Goods, the Customer will indicate the Reserved Goods are the Manufacturer’s property and immediately inform the Manufacturer thereof.

(5) In the event that the Customer’s actions are in breach of contract – in particular default in payment - the Manufacturer shall be authorised to take back the Reserved Goods or to demand the transfer of the Customer’s claims for return against third parties, if required. The withdrawal and the attachment of the Reserved Goods by the Manufacturer shall not constitute a termination of the contract unless the Hire-Purchase Act is applicable.



VI. Warranty

(1) For defects in delivery, including also any missing features expressly assured, the Manufacturer shall be liable as follows, excluding further claims notwithstanding section X (4):

1. The Manufacturer shall, using equitable discretion, repair or deliver new parts free of charge for all parts that prove to be of no use or their usefulness proves to be considerably impaired within 6 months from the date of delivery resulting from a situation prior to the passing of risk – especially due to faulty design, poor construction materials or deficient execution. The Manufacturer shall be notified immediately in writing when such defects are determined. Replaced parts shall become the Manufacturer’s property. If the shipment or the commencement of use is delayed without any fault on the part of the Manufacturer, then the liability shall expire at the latest 12 months after the passing of risk. For essential third-party products, the Manufacturer’s liability shall be limited to the transfer of the liability claims that the Manufacturer is entitled to against the manufacturer of the third-party products.

2. The Customer’s right to assert claims from defects shall barred by limitation in all cases from the time of the notification of defect made in due time in 6 months, but upon expiration of the warranty period at the soonest.


3. No warranty shall be made for damages arising for these reasons:

Unsuitable or improper use, faulty assembly or commencement of use by the Customer or third parties, failure to observe the Manufacturer’s operating or maintenance instructions, natural wear and tear, faulty or negligent treatment, unsuitable equipment, chemical, electro-chemical or electrical influences, provided that they are not to be attributed to any fault on the part of the Manufacturer.

4. For the performance of all repairs and replacement deliveries appearing to the Manufacturer to be necessary using equitable discretion, the Customer is to provide the time and opportunity after consultation with the Manufacturer; otherwise the Manufacturer shall be exempted from the liability for defects. Only in urgent cases where operational safety is endangered and to ward off disproportionately large damages, whereby the Manufacturer is to be notified immediately, or if the Manufacturer is delayed in remedying the defect, the Customer shall have the right to remedy the defect itself or have a third party do so and to demand compensation from the Manufacturer for the costs required.

5. The Manufacturer shall bear the direct costs arising from the repair or replacement delivery – to the extent that the objection proves legitimate – the costs of the replacement part including shipping. The Customer shall bear the costs for the rest.

6. The warranty period for the replacement part and repair shall be 3 months, but it shall span at least to the expiration of the original warranty period for the delivery item. The period for the liability for defects in the delivery item shall be extended by the length of time that operations were interrupted due to repairs.

7. Improper changes or maintenance work carried out by the Customer or third parties without prior approval by the Manufacturer shall terminate the liability for the resulting consequences.

(2) Only the direct Customer shall be entitled to warranty claims against the Manufacturer; such claims shall be non-transferable.

(3) Additional claims by the Customer, in particular any claim for compensation for damages not arising on the delivery item itself, shall be excluded. This shall not apply to other claims for damages from assured features that are to guard the Customer against the risk of damages caused by defects.



VII. Liability for collateral duties

If the Customer cannot use the item delivered as stipulated in the contract due to a fault on the part of the Manufacturer from the failure to execute or the incorrect execution of the suggestions and advice from before or after conclusion of the contract as well as other contractual collateral duties – in particular instructions for operating and maintaining the delivery item, then, excluding further claims of the Customer, the provisions from sections VI and VIII shall apply accordingly.



VIII. The Customer’s right to termination and other liability of the Manufacturer

(1) The Customer may withdraw from the contract if it becomes definitively impossible for the Manufacturer to provide the entire service prior to the passing of risk. The same shall apply to the Manufacturer’s inability to perform. The Customer may also withdraw from the contract if the execution of a part of the delivery becomes impossible for an order of similar items due to the number of items and the Customer has a justified interest in refusing a partial delivery; if this is not the case, the Customer may reduce the reciprocation accordingly.

(2) If there is a delay in providing a service, as defined in section III of the delivery conditions, and the Customer grants the delayed Manufacturer a reasonable period of grace with the express declaration that the Customer will refuse to accept the service after this period, and if the period of grace is not observed, then the Customer shall be entitled to terminate.

(3) If the impossibility arises during the delay in acceptance or due to a fault on the part of the Customer, then the Customer shall continue to be obligated to reciprocation.

(4) Furthermore, the Customer shall be entitled to terminate if the Manufacturer lets a reasonable period of grace expire without any results due to a fault on the part of the Manufacturer and that was granted to the Manufacturer to repair or deliver a replacement with regard to a defect for which the Manufacturer is liable, as defined in the delivery conditions. The Customer’s right to terminate shall also exist in the event of the impossibility or inability to repair or deliver a replacement by the Manufacturer.

(5) The following shall be excluded: All other continuing claims of the Customer, in particular for conversion, termination or reduction as well as for compensation for damages when performance becomes impossible, from positive violation of claims, from culpa in contrahendo and from tort, specifically also from such damages that do not arise on the delivery item itself, unless intentional actions or gross negligence is the case.



IX. The Manufacturer’s right to termination

(1) The contract shall be adapted accordingly in the event of unforeseen occurrences, as defined in section III of the delivery conditions, provided that they substantially change the economic significance or the content of the service or substantially impact the Manufacturer’s operations, and in the event the execution proves subsequently to be impossible. Insofar as this is economically justifiable, the Manufacturer shall have the right to withdraw from the contract wholly or in part.

(2) The Customer shall not have any existing rights to claims for damages resulting from such a termination. If the Manufacturer wishes to make use of the right to terminate, then the Manufacturer is to inform the Customer immediately thereof after becoming aware of the significance of the occurrence, specifically also if an extension of the delivery period was initially agreed with the Customer.



X. Construction changes

The Manufacturer shall reserve the right to make construction changes; the Manufacturer shall not be obligated to make such changes to products already delivered, however.



XI. Confidentiality

Unless there is an express written agreement to the contrary, the information provided to the Manufacturer in conjunction with orders shall not be considered confidential.



XII. Applicable law, jurisdiction, storage of data, partial nullity

(1) German law shall apply for these terms and conditions and the legal relationships in their entirety between the Manufacturer and Customer.

(2) For all disputes arising from the contractual relationship, the suit shall be brought at the court responsible for the Manufacturer's headquarters or the Manufacturer's branch office making the delivery if the Customer is a registered trader, a corporate body under public law or a public special fund. The Manufacturer shall also be authorised to bring a suit at the Customer’s headquarters.

(3) As per article 33 of the German Data Protection Act (Bundesdatenschutzgesetz – BDSG), we hereby indicate that we store personal data regarding our business relationship with you; companies affiliated with us may do so as well.

(4) The current or future invalidity of a provision in these terms and conditions or a provision within other agreements shall not affect the validity of all other provisions or agreements.