1. General
  2. All supplies and services are subject to these terms and conditions and any separate agreements. Deviating terms and conditions of purchase of the buyer shall not become part of the contract even if the order is accepted.

In the absence of a special agreement, an agreement is concluded with the written order confirmation from the supplier.

  1. The supplier reserves the property rights and copyrights to samples, cost estimates, drawings and similar information of a physical and non-physical nature - also in electronic form; it may not be made accessible to third parties.

The supplier undertakes to make information and documents designated as confidential by the buyer accessible to third parties only with the buyer's consent.

  1. Price and payment
  2. Unless otherwise agreed, prices are ex works including loading at the factory, but excluding packaging and unloading. Value added tax is added to the prices at the respective statutory rate.
  3. In the absence of a special agreement, payment shall be made without any deduction to the supplier's account, namely:
    1/3 down payment after receipt of the order confirmation, 1/3 as soon as the buyer is informed that the main parts are ready for dispatch, the remaining amount within one month after transfer of risk.
  4. The buyer shall only be entitled to withhold payments or offset them against counterclaims to the extent that his counterclaims are undisputed or have been legally determined.

  1. Delivery time, delivery delay
  2. The delivery time is determined by the agreements between the contracting parties. The supplier's compliance with these terms and conditions requires that all commercial and technical questions between the contracting parties have been clarified and that the buyer has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or authorisations or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This does not apply if the supplier is responsible for the delay.
  3. Compliance with the delivery deadline is subject to correct and timely delivery to us. The supplier shall inform as soon as possible of any impending delays.
    3. The delivery deadline shall be deemed to have been met if the delivery item has left the supplier's works by the time it expires or readiness for dispatch has been notified. If acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - or alternatively the notification of readiness for acceptance.
  4. If dispatch or acceptance of the delivery item is delayed for reasons for which the buyer is responsible, it shall be charged the costs incurred as a result of the delay, starting one month after the message that the goods are ready for dispatch or acceptance.
  5. If non-compliance with the delivery time is due to force majeure, labour disputes or other events beyond the supplier's control, the delivery time shall be extended accordingly. The supplier shall inform the buyer of the beginning and end of such circumstances as soon as possible.
  6. The buyer may withdraw from the agreement without setting a deadline if the entire performance becomes finally impossible for the supplier before the transfer of risk. The buyer may also withdraw from the agreement if, in the case of an order, the fulfilment of part of the supply becomes impossible and it has a justified interest in refusing the partial delivery. If this is not the case, the buyer shall pay the contractual price attributable to the partial delivery. The same shall apply in the event of the supplier's incapacity. Section VII.2 applies in all other respects.
    If the impossibility or inability occurs during the delay in acceptance or if the buyer is solely or predominantly responsible for these circumstances, it shall remain obliged to provide consideration.
  7. If the supplier is in default and the buyer suffers damage as a result, it shall be entitled to demand lump-sum compensation for the delay. It shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.

If the buyer sets the supplier a reasonable deadline for performance after the due date - taking into account the statutory exceptions - and if the deadline is not met, the buyer shall be entitled to withdraw from the contract within the framework of the statutory provisions.

Further claims arising from delay in delivery shall be determined exclusively in accordance with Section VII.2 of these terms and conditions.

  1. Transfer of risk, acceptance
  2. The risk shall pass to the buyer 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, alternatively after the supplier's notification that the goods are ready for acceptance. The buyer may not refuse acceptance in the event of a minor defect.
  3. If dispatch or acceptance is delayed or does not take place as a result of circumstances for which the supplier is not responsible, the risk shall pass to the buyer from the date of the notification that the goods are ready for dispatch or acceptance. The supplier undertakes to take out any insurance requested by the buyer at the buyer's expense.
  4. Partial deliveries are permitted insofar as reasonable for the buyer.
  5. Retention of title
  6. The supplier retains title to the delivery item until all payments arising from the delivery contract have been received.
  7. The supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the buyer's expense, unless the buyer has demonstrably taken out the insurance himself.
  8. The buyer may not sell, pledge or assign the delivery item as safeguarding. In the event of seizure, confiscation or other dispositions by third parties, it must notify the supplier immediately.
  9. In the event of breach of contract by the buyer, in particular default in payment, the supplier shall be entitled to take back the delivery item after issuing a reminder and the buyer shall be obliged to surrender it.
  10. Due to the retention of title, the supplier can only demand the return of the delivery item if it has cancelled the agreement.
  11. Claims for defects

For material defects and defects of title in the supply, the supplier shall warrant as follows, to the exclusion of further claims - subject to Section VII:

Material defects

  1. All those parts which prove to be defective as a result of a circumstance prior to the transfer of risk shall be repaired or replaced free of charge at the discretion of the supplier. The determination of such defects must be reported to the supplier immediately in writing. Replaced parts shall become the property of the supplier.
  2. After consultation with the supplier, the buyer must give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries that the supplier deems necessary; otherwise the supplier is released from liability for the resulting consequences. Only in urgent cases where operational safety is jeopardised or to prevent disproportionately large damage, in which case the supplier must be informed immediately, shall the buyer have the right to remedy the defect himself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the supplier.
  3. Of the direct costs arising from the repair or replacement delivery, the supplier shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified. It shall also bear the costs of removal and installation as well as the costs of any necessary provision of the necessary fitters and assistants, including travelling expenses, insofar as this does not result in a disproportionate burden on the supplier.
  4. Within the framework of the statutory provisions, the buyer shall be entitled to withdraw from the agreement if the supplier - taking into account the statutory exceptions - allows a reasonable deadline set for it to rectify or replace the goods due to a material defect to elapse fruitlessly. If there is only an insignificant defect, the buyer is only entitled to a reduction of the contract price. The right to reduce the contract price is otherwise excluded. Further claims shall be determined in accordance with Section VII. 2 of these terms and conditions.
  5. No guarantee is given in the following cases in particular:
    Unsuitable or improper use, defective installation or commissioning by the buyer or third parties, natural wear and tear, defective or negligent handling, improper maintenance, unsuitable operating equipment, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - insofar as the supplier is not responsible for it.
  6. If the buyer or a third party carries out improper repairs, the supplier shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the supplier's prior consent.

Legal deficiencies

  1. If the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, the supplier shall, at its own expense, procure the right for the buyer to continue using the delivery item or modify the delivery item in a way that is reasonable for the buyer so that the infringement of property rights no longer exists.

If this is not possible under economically reasonable conditions or within a reasonable period of time, the buyer is entitled to withdraw from the agreement. Under the aforementioned prerequisites, the supplier shall also be entitled to withdraw from the agreement.

In addition, the supplier shall indemnify the buyer against undisputed or legally established claims of the respective owners of the property rights.

  1. The obligations of the supplier mentioned in section VI. 7 are final, subject to section VII.2 in the event of an infringement of property rights or copyrights.
    They only exist if
  • the buyer informs the supplier immediately of any asserted infringements of industrial property rights or copyrights,
  • the buyer supports the supplier to a reasonable extent in the defence of the asserted claims or enables the supplier to carry out the modification measures as per section VI. 7,
  • the supplier reserves the right to take all defence measures, including out-of-court settlements,
  • the defect of title is not based on an instruction of the buyer and
  • the infringement was not caused by the buyer modifying the delivery item without authorisation or using it in a manner not in accordance with the contract.
  1. Liability
  2. If the delivery item cannot be used by the buyer in accordance with the agreement due to the fault of the supplier as a result of omitted or defective execution of suggestions and advice given before or after conclusion of the agreement or due to the breach of other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of sections VI and VI1.2 shall apply accordingly to the exclusion of further claims by the buyer.
  3. For damage that has not occurred to the delivery item itself, the supplier is liable - for whatever legal reasons - only
  4. in the event of wilful intent,
  5. in the event of gross negligence on the part of the owner/the executive bodies or senior employees,
  6. in the event of culpable injury to life, limb or health,
  7. in the event of defects which it has fraudulently concealed or the absence of which it has guaranteed,
  8. in the event of defects in the delivery item, insofar as liability exists under the German Product Liability Act for personal injury or material damage to privately used items.
    In the event of culpable breach of material 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 of the contract.

Any further claims are excluded.

  1. Statute of limitations

All claims of the buyer - on whatever legal grounds - shall lapse after 12 months. The statutory time limits shall apply to claims for damages under Section VII.2.a-e. They also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.

  1. Software use

If software is included in the scope of supply, the buyer is granted a non-exclusive right to use the software supplied, including its documentation. It is provided for use on the delivery item for which it is intended. Use of the software on more than one system is prohibited.

The buyer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. of the German Copyright Act (UrhG)). The buyer undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without the prior express consent of the supplier.

All other rights to the software and the documentation, including copies, shall remain with the supplier or the software supplier. The granting of sub-licences is not permitted.

  1. Applicable law, place of jurisdiction
  2. All legal relationships between the supplier and the buyer shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.
  3. The place of jurisdiction is the court responsible for the supplier's registered office. However, the supplier is entitled to bring an action at the buyer's head office.