1. General

1.1 Our Conditions of Sale apply exclusively; any deviating conditions from the purchaser have no validity whatsoever. 

1.2 Our Conditions of Sale apply only for companies within the meaning of § Clause 310  1 BGB (German Civil Code). They also apply for any future business with the purchaser.

1.3 Our quotations are subject to change without notice. The purchase contract is realised as soon as the order is confirmed by us within 2 weeks or upon delivery of the goods.

1.4 Our agents authorized to conclude contracts are authorized to give written commitments only. Verbal agreements therefore require written confirmation to be effective.

1.5 When using the supplied goods, property rights of third parties have to be observed.

2. Delivery

2.1 The beginning of the delivery time indicated by us requires prior clarification of all technical questions.

2.2 Correct and timely self-delivery shall be reserved. We will inform the customer without delay of the non-availability of the delivery item and refund any counter-performance possibly already provided in case of cancellation.

2.3 The delivery is effected on account and at the customer's risk unless other delivery terms have been expressly agreed upon by separate agreement. Valuable protective containers (e.g. wooden boxes) must be returned to us immediately at the customer's expense. In case of a delayed returns, we reserve the rights to charge the expenses incurred by us to the customer's account.

2.4 As long as the customer is in arrears with a liability, also from other contracts with us, we are entitled to refuse performance.

2.5 If the customer defaults in taking delivery or if he infringes any other duty to cooperate culpably, we shall be entitled to claim compensation for any damages caused to us including any possible additional expenditure. We reserve the rights to make further claims.

2.6 If an agreed delivery time is exceeded, the customer must grant an additional reasonable period of time prior to the expiry of which we will not default on performance. This provision does not apply for fixed-date purchases. 

2.7 In the event of a default in delivery, we are liable in accordance within the provisions of the law if the default in delivery is caused by our intentional or grossly negligent contract violation. In addition, the limitations on liability in clauses 7.7 and 7.8 apply accordingly.

3. Delivery

3.1 Loading and shipment are carried out at the customer's risk uninsured.

3.2. Unless otherwise stated in the order confirmation, delivery is agreed as "ex works".

3.3 We will make efforts to take the customer's interests into account with regard to the means of shipment and shipment route; any additional expenses caused by this, even for delivery agreed to be carriage prepaid, shall be borne by the customer.

4. Prices

4.1 In the absence of any divergent agreements, our deliveries are without packaging. Packaging will be invoiced separately.

4.2 We reserve the rights to adjust our prices appropriately until delivery if cost reductions or increases, in particular due to collective bargaining agreements or material price changes, occur. These can be proven to the customer upon request.

4.3 The prices are exclusive of VAT.

4.4 For any deliveries agreed to be carriage prepaid, the prices quoted by us are based on the freight and additional charges valid at the time of the quotation. Therefore, they will be adapted to changed freight and additional charges for our shipment at the customer's expense without the customer being entitled to a right of rescission to that extent.

5. Payment

5.1 The legal provisions regarding delay in payment shall be applicable

5.2 The submission of drafts requires our consent; their charges and expenses and the risk for their punctual presentation and protestation are fully at the customer's expense.

5.3 In case of delay of payment and reasonable doubts regarding the solvency or credit worthiness of the customer, we shall be entitled to claim securities or prepayments for outstanding deliveries notwithstanding our other rights and to effect immediate maturity of all claims resulting from the business relationship.

5.4 The customer shall be entitled to any rights to set-off and retention only if his counterclaims have been recognized by declaratory judgment, are undisputed or accepted by us. The exercise of the right of retention additionally requires that the customer's counterclaim is based on the same contractual relationship.

6. Force Majeure

Cases of force majeure - such being the circumstances and occurrences which cannot be prevented with the due care and diligence of prudent management - suspend the contractual liabilities of the parties for the period of the interruption and in the scope of their impact. If delays resulting from it exceed a period of six weeks, both parties to the contract are entitled to withdraw from the contract as regards the affected scope of services. No other claims are applicable.

7. Warranty Claims - Liability

7.1 All information on the fitness, workmanship and application of our products, technical consultancy and other specifications of services is provided to the best of our knowledge, however it shall not exonerate the customer from making his own tests and trials. In cases of doubt, such declarations do not include any acceptance of a guarantee. In cases of doubt, only express written declarations on the acceptance of a guarantee apply.

7.2 Claims by the customer based on defects require that the latter has properly fulfilled his legal duties to examine and to make a complaint in respect of a defect.

7.3 The customer is not entitled to make claims based on defects for any merely immaterial deviation from the agreed condition or immaterial impairment of the usefulness.

7.4 If complaints are justified, we are entitled, at our discretion, to remedy defects or to replace the delivery. If we are not in a position to remedy the defect or supply replacement within a reasonable length of time or if the remedy or replacement supply fails, the customer is entitled, at his option, to withdraw from the contract or to claim reduction of the purchase price. The right to claim damages as provided by the law and these terms remains unaffected.

7.5 If the customer chooses to withdraw from the contract after failure of subsequent fulfilment, he is not entitled additionally to any damage claims for defects.
If the customer chooses to claim damages after failure of subsequent fulfilment, he keeps the goods if this can be reasonably expected from him. The compensation in damages is restricted to the difference between the purchase price and the value of the defective product. This shall not apply if the contract violation was caused by us fraudulently.

7.7. Damage claims due to a defect are excluded if we are charged with only a slight negligent violation of immaterial contractual duties. In any other respect, our liability in case of slight negligent violations of duty is limited to the direct average damage predictably and typically inherent in the contract in view of the nature of the goods. These limitations of liability shall also apply to slight negligent violation of obligations by our legal representatives and agents They shall not apply to bodily or health injuries or loss of life on the part of the customer attributable to us.

7.8 The above limitation of liability shall also apply with regard to the personal liability for damages by our employees, clerks, staff members, representatives and agents.

7.9 The limitation period for compensation claims shall be one year commencing with the passage of risk.

7.10 Notwithstanding the legal nature of the claim, the limitation of liability according to Clauses 7.7 and 7.8 shall extend also to all damage claims outside liability for defects. This applies in particular for damage claims for culpa in contrahendo, for other breaches of duty or for tortuous claims for compensation of damages.

8. Liability for Used Machines

derogation of the above provisions, all warranties of quality for the sales of used machines is excluded. The rights from § 444 BGB remain unaffected.

9. Retention of Title

9.1 The sold goods remain our property until full payment of our claims from the business relationship with the customer. The customer is entitled to dispose of the purchased goods within the ordinary course of business.

9.2 The retention of title also extends to the products created by processing, mixing or combining our goods at their full value, whereby we shall be regarded as manufacturers. If our goods are processed, mixed or combined with the goods of third parties for which the latter own the title, we will acquire co-ownership pro rata to the invoice values of these processed goods.

9.3 Any debts by third parties arising out of the resale of goods are to be immediately assigned to us as a security, either in total or for the amount that relates to our proportion of the co-ownership (cf. Clause 9.2.) He shall be entitled to collect them for our account until cancellation or cessation of his payments to us. The customer is not authorized to assign these claims for the purpose of collection of debts by way of factoring, unless the factor's duty is established at the same time to effect the consideration in the amount of our claims directly to us as long as claims for our part continue to exist against the customer.

9.4 The customer shall inform us immediately by registered mail of any access by third parties to the goods and claims owned by us.

9.5 The goods and the claims replacing them must neither be pledged nor be assigned as a security nor be relinquished to third parties prior to full payment of our claims.

9.6 If the value of the securities exceeds our claims by more than 10 %, we will release securities to that extent at our discretion on request by the customer.

10. Final Clauses

10.1 If the purchaser is a fully qualified merchant, legal body according to public law or Federal Special Funds, the place of jurisdiction for all disputes arising from this contract shall be our place of business. However, we are also entitled to bring action against the customer at the court at his place of business. Our place of business shall remain the place of jurisdiction also in cases in which the customer has no general jurisdiction in Germany or a place of residence or ordinary residence when bringing action are not known.

10.2 Our place of business is our place of performance unless otherwise determined in the contract.

10.3. The law of the Federal Republic of Germany with the exception of German international civil law shall be applied to the contractual relationship with the customer. The application of the UN Sales Convention (CSIG) is excluded.
Should individual provisions of the contract with the customer including these General Terms of Supply and Payment be or become invalid as a whole or in part, the validity of the remaining provisions shall not be affected. The provision which is invalid as a whole or in part, shall be replaced by a provision whose economic success comes as close as possible to the invalid provision.