terms and conditions

for delivery of machines and equipment
for use among merchants

1. general
All our offers, deliveries and services are exclusively based on these general terms and conditions. They shall therefore also apply to all future business relations without any further express agreement. Any provisions deviating from these terms and conditions shall only become effective upon our express written confirmation.

2 Offer and conclusion of contract
The information given in price lists, brochures, offers and documents belonging to the offer such as illustrations, drawings, descriptions, weights and dimensions, performance and consumption data as well as information regarding the usability of equipment are only approximate unless we expressly designate them in writing as binding. Minor deviations from such product-describing specifications shall not affect the performance of the contract, provided that the deviation is reasonable for the contractual partner. This applies in particular in the case of changes and improvements which serve technical progress. We reserve the right of ownership and copyright for cost estimates, drawings and other documents. They may not be made accessible to third parties. Im Gegenzug verpflichten wir uns, vom Abnehmer als vertraulich bezeichnete Pläne nur mit dessen Zustimmung Dritten zugänglich zu machen. Unsere Angebote sind freibleibend. Die Verträge kommen erst durch unsere schriftliche Auftragsbestätigung oder Lieferung zustande. Mündliche und telefonische Abmachungen bedürfen einer schriftlichen Bestätigung. Die Schriftform ist auch durch Telefax oder E-Mail gewährt. In particular, our employees are not authorized to make verbal collateral agreements or promises that go beyond the content of the written contract or to amend these General Terms and Conditions to our disadvantage.

3. prices
Prices are ex works, including loading at the factory, but excluding packaging. All prices are net prices in Euro plus the value added tax valid at the time of the conclusion of the contract. If, after the conclusion of the contract, the prices and costs on which the calculation is based change significantly, in particular for personnel, exchange rates, raw materials and energy, we shall adjust our prices accordingly.

4. terms of payment
In the absence of a special agreement, payment shall be made in cash without any deductions, free our payment office, namely:
1/3 down payment after receipt of the order confirmation,
1/3 as soon as the purchaser is informed that the main parts are ready for dispatch and
1/3 upon delivery or within one month after notification that the main parts are ready for shipment, whichever is earlier.
whichever occurs earlier.
We grant a payment term of 30 days from the date of invoice. In the event of late or deferred payment, the customer shall owe interest on arrears in the amount of 8 percentage points above the base interest rate, but at least 10%. A separate reminder is not required for this.
Discount deduction or deduction for other reasons shall not be permissible. Bills of exchange, cheques and bank transfers shall not be deemed to have been fulfilled before they have been finally credited to our account. Expenses shall be borne by the customer. They are due immediately. In addition, we shall be entitled to demand a lump-sum expense charge of € 30.00 plus VAT from the customer in the event of dishonor or chargeback of a check or bill of exchange, unless the customer proves that we have incurred no expense or a lesser expense. Für jedes Mahnschreiben nach Verzugseintritt sind wir zur Berechnung einer Pauschale von € 20,00 zuzüglich Mehrwertsteuer berechtigt. Tritt beim Besteller eine Verschlechterung seines Vermögens ein, die Zweifel an seiner Zahlungsfähigkeit bzw. seiner Kreditwürdigkeit begründen, wie z. B. Wechsel- und Scheckproteste, Zahlungsverzug und schleppende Zahlungsweise, so sind wir berechtigt, unsere Leistungen und Lieferungen bis zu einer Vorauszahlung oder Sicherheitsleistung zurückzubehalten. Kommt der Besteller dieser Verpflichtung nicht innerhalb einer angemessenen Frist nach, können wir vom noch nicht erfüllten Teil des Vertrages zurückzutreten. Withholding of payments or offsetting against counterclaims shall only be permissible if the counterclaims are undisputed or have been established by a court of law.

5. delivery time
The delivery period shall commence with the dispatch of the order confirmation, but not prior to the provision of the documents, approvals, releases to be procured by the Purchaser or receipt of the agreed down payment. The delivery period shall be deemed to have been complied with if the delivery item has left the factory or notification of readiness for dispatch has been given by the time the delivery period expires. In the event of unforeseeable, extraordinary circumstances for which we are not responsible, such as operational disruptions due to force majeure or the inability of our supplier to deliver, in the event of industrial disputes, in particular strikes and lockouts at third parties, i.e. in total in the event of circumstances beyond our control, the delivery period shall be extended accordingly. This shall also apply if the circumstances occur at suppliers. Partial deliveries are permissible to a reasonable extent.

6 Transfer of risk
The risk shall pass to the customer as soon as the delivery/partial delivery has been handed over to him or to the person carrying out the transport or has left our production or our dispatch warehouse for dispatch if no assembly/installation supervision and/or commissioning are included in the contract. This shall also expressly apply to partial deliveries and in the event that we have assumed further services, e.g. exceptionally dispatch, installation or similar. If assembly/assembly supervision and/or commissioning are included in the contract, the transfer of risk and the associated insurance of the delivery item must be agreed separately.

7. delay in acceptance
If dispatch is delayed for reasons for which the Purchaser is responsible, the Purchaser shall be charged, on the one hand, for the costs incurred by storage, in the case of storage in our works at least 0.5 per cent of the invoice amount for each month or part thereof. On the other hand, the risk shall pass to the customer upon notification of readiness for shipment. Irrespective of this, we shall be entitled to set the customer a reasonable deadline for acceptance of the goods provided and, if this deadline expires without results, to demand compensation in lieu of performance. If we deliver the goods later, we shall be entitled to demand a lump-sum expense allowance of 3% of the net order value for the additional expenses owed by the customer. Compensation in lieu of performance shall amount to at least 25% of the net order value in addition to the additional expenses owed in accordance with Para. 2.

8. retention of title
We always deliver subject to retention of title. Ownership shall not pass to the customer until he has fulfilled all his obligations arising from the business relationship with us. Resale shall only be permissible in the ordinary course of business. In the event of resale of the goods subject to retention of title, the purchaser hereby assigns to us his own claims against the purchaser in the full amount; we hereby accept this assignment. In this case, we authorize the customer to collect the claims against the purchaser of the reserved goods. We shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at replacement value at the expense of the customer, unless the customer can prove that he has taken out the insurance himself. The purchaser hereby assigns to us in advance the rights arising from the insurance, and we hereby accept this assignment. In the event of seizure, confiscation or other access by third parties on the part of the customer, the customer must inform us immediately. If the customer is in default of payment in whole or in part, if he suspends his payments or if other justified doubts arise as to his solvency or creditworthiness, he shall no longer be entitled to dispose of the goods. In such a case, we shall be entitled to revoke the purchaser’s right to collect from the purchaser of the goods subject to retention of title and to take back the goods subject to retention of title. We shall then also be entitled to demand information on the names and addresses of the purchasers of the goods subject to retention of title, to notify them of the transfer of claims to us and to collect the purchaser’s claims against the purchasers of the goods subject to retention of title ourselves. The taking back of goods subject to retention of title does not constitute a withdrawal from the contract. However, if we declare withdrawal, we shall be entitled to sell the goods on the open market. If the value of all security rights to which we are entitled under these provisions exceeds the amount of all secured claims by more than 10%, we shall release a corresponding part of the security rights at the request of the customer.

9. duty to examine
Defects must be reported to us in writing without delay, but no later than within five working days of receipt of the delivery. In the case of hidden defects, the same deadlines shall apply, calculated from the possibility of discovery of the defect. The time of discovery must be proven at the same time as the notice of defect. Rejection of the delivery is not permissible. In case of missing or delayed notice of defects, warranty claims of the purchaser are excluded. In the case of partial deliveries, these provisions shall apply from the time of the partial delivery.

10 Warranty
In the event of justified and timely notification of defects by the customer, we shall be entitled, at our own discretion, to repair the defective goods or to deliver new goods. Exchanged / replaced parts become our property, unless they are already covered by our retention of title.
Only after failure of the repair or replacement delivery is the customer entitled, after the fruitless expiration of a reasonable grace period, to demand a reduction of the price and – if the defect is not insignificant – to withdraw from the contract and to demand damages in lieu of performance in accordance with clause 11. For essential third-party products, our liability shall be limited to the assignment of the warranty claims to which we are entitled against the supplier of the third-party product, unless satisfaction from the assigned right fails or the assigned claim cannot be enforced for other reasons. In this case, the Purchaser shall again be entitled to the rights from the previous paragraph. We shall be liable for planning or changes to planning as well as machines which the customer requests from us despite expressed reservations. We are not liable for plans or changes of plans as well as machines, which the orderer wishes from us despite expressed doubts. The warranty period shall be a uniform 12 months and shall commence with the passing of risk to the Purchaser.

11. compensation
Claims for damages on the part of the customer, irrespective of the legal basis, shall be excluded if we, our legal representatives or vicarious agents have caused the damage through simple negligence. This exclusion of liability does not apply to bodily injury, if guaranteed characteristics are missing or essential contractual obligations have been violated in a manner endangering the fulfillment of the purpose of the contract. In this case, however, compensation for damages shall be limited to the scope of the guarantee or, in the case of a breach of essential contractual obligations caused by simple negligence, to the foreseeable damage typical for the contract. Claims under the Product Liability Act shall remain unaffected. Our liability is further excluded for such damage caused by unsuitable or improper use of the delivered goods, faulty assembly during commissioning by the purchaser or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, insofar as they are not attributable to our fault. We shall only be liable for damage caused in this way if expressly agreed in writing. Our liability is also excluded in the event of improper handling or use or if the customer or third parties carry out improper modifications or repair work on the delivered goods without our prior approval. In cases of slight negligence, we shall only be liable with regard to the violation of essential contractual obligations. In this case, liability is limited to € 1,533,899.17 for personal injury, to € 1,022,599.45 for property damage or to € 51,129.97 for financial loss. A higher sum insured can be concluded upon request.
If the liability is contractually extended beyond the above, e.g. by guarantee for performance, yield, etc., the customer shall be obliged to give us the opportunity to prove the fulfillment of the guarantee upon request after commissioning, whereby the customer shall bear the costs for material, personnel, energy, etc.. If such opportunity is not granted, proof shall be deemed to have been furnished.

12 Place of performance and jurisdiction
The place of performance is the headquarters of our company at the time of conclusion of the contract. For contracts with fully qualified merchants, legal entities under public law or special funds under public law, the place of jurisdiction shall be the headquarters of our company at the time of conclusion of the contract. However, we shall also be entitled to bring an action at the principal place of business or at the place of business of a branch of the customer. The law of the Federal Republic of Germany shall apply. The applicability of uniform UN sales law and Uncitral law is excluded.

13 Miscellaneous
The invalidity of individual clauses does not entail the invalidity of all general terms and conditions.