The following terms and conditions of delivery and payment apply to all deliveries and other services rendered by the Seller.
The terms of purchase are only binding for the Seller if the Seller expressly acknowledges them in written form.
1. Offer and Order
The Seller’s offers are subject to confirmation. Orders and agreements of any kind become only legally binding upon written confirmation by the Seller. Diverging agreements, additional agreements, guarantees and further promises or acceptances by representatives of the Seller are only valid when they are confirmed by the Seller in written form.
a. The prices apply in EURO currency ex-works, including loading in the plant, however excluding packaging, transportation and unloading. For deliveries within the Federal Republic of Germany prices will be increased by the applicable VAT.
b. Prices are calculated according to the cost basis of the offer. Should changes in material prices, wages, shipping or other cost factors occur then the price may be subject to alteration.
3. Terms of Payment
a. Payments must be made in accordance with the terms agreed upon. Unless the terms have been agreed and accepted with the written Confirmation of Order by the Seller payment is to be made in the following instalments without any deduction on account:
- 1/3 down
- 2/3 upon readiness to deliver
b. For deliveries to customers outside Germany, the Purchaser must provide to the Seller the proof of security for the amount of the purchase price. This security is to be provided by opening an irrevocable documentary letter of credit in favour of the Seller at one of the banks mentioned overleaf.
c. Spare parts and other deliveries for repairs, including service and mmaintenance, are to be paid in full immediately upon presentation of the invoice.
d. Should the Purchaser default the Seller is entitled to claim interest payable on arrears to the amount of 8% above the basic interest rate announced by the Deutsche Bundesbank. This does not exclude the claim of higher remedies based on Seller’s proof of loss.
e. Should the Purchaser not fulfil the payments according to the terms of payment agreed and/or if a substantial deterioration of the Purchaser’s financial situation occurs after the conclusion of the contract then the full mremaining debts become due.
f. The Purchaser only has the right to set-off if his counterclaims are legally ascertained, undisputed or recognised by the Seller. He is only authorised tom carry out his right of retention if his counterclaim is based on the same mcontractual relationship.
4. Terms of Delivery, Delay
a. The delivery time results from the agreements made by the contracting mparties. Its adherence by the Seller stipulates beforehand that all commercial and technical questions have been clarified by the contracting parties and that the Purchaser has fulfilled all prevailing obligations such as, for example, the provision of samples, layouts, drawings, the provision of any official certificates or any authorisations required or the payment of the first installment. This provision does not apply if the Seller is solely responsible for any delay.
b. The adherence to the dates of delivery depends on the correct and timely self-delivery by its suppliers.
c. Supplementary amendments to the order give the Seller the right to extend delivery times accordingly.
d. The delivery time is adhered to if the object of delivery has left the Seller‘s plant or if the Purchaser has been notified of its readiness for delivery.
e. If the non-compliance of the delivery time is due to Force Majeure, industrial disputes or strikes or other such occurrences which cannot be influenced by the Seller then the delivery time will be extended.
f. Should the Seller fall into delay then the Purchaser may claim compensat ion to the amount of 0,5 % for every full week of delay, to the maximum amount of 5 % of the price of the part of the delivery which could not be suitably implemented due to the delay, as long as he can prove he is subject to damages as a result of this delay.
5. Reservation of Ownership
a. The Seller retains the exclusive right of ownership of the delivered products until they are fully paid.
b. The Purchaser must properly store and insure the product correctly.
c. The Purchaser may neither sell nor pawn nor transfer the ownership of the product for reasons of security. Seizures such as confiscations or other title claims by third parties must be reported to the Seller immediately.
d. Any change applied or work performed on the reserved product or its connection with other material or product by Purchaser or third party entitles the Seller to be the exclusive beneficiary of such work. The Seller co-owns the newly created or joined objects at least to the full value of the reserved contractual product.
e. Should the right of ownership not be valid in the territory in which the product is kept it is agreed beforehand that it is replaced by a legal provision granting the Seller a corresponding secured title. Should the co-operation of the Purchaser be required the Purchaser is obliged to undertake all measures deemed necessary to support and maintain such rights.
6. Passing of Risk, Acceptance
a. The assumption of risk by the Purchaser takes place when the product of delivery has left the Seller’s plant. This applies also when partial deliveries take place or when the Seller has taken on other services, such as shipping costs or delivery and assembly. If an acceptance is to take place at its end the risk will pass over to the Purchaser. It must be carried out immediately after the notification by the Seller or the Purchaser’s expressed intention to perform an acceptance. The Purchaser may not refuse acceptance unless an important deficiency is recognized.
b. Should the shipping or acceptance be delayed or not take place due to circumstances which cannot be attributed to the Seller then the risk is passed to the Purchaser following the notification by the Seller of his readiness to ship or perform an acceptance.
If it has been agreed that the Seller takes over the assembly or the installation of the delivered product then the terms of installation of the Seller apply.
a. The Seller warrants the fulfilment of all guaranteed qualities and features expressed in writing including faultless design and workmanship as well as the use of top grade materials in such a manner that he will rework, repair or replace such parts not meeting the specifications free of charge.
b. The warranty period ends 12 months following the passing of risk or max. 5,000 operating hours. The warranty for correction work or replaced spare parts ends with the warranty of the original delivered product.
c. The Purchaser is to inform the Seller immediately in written form about any material deficiencies.
d. We will not take responsibility for material deficiencies which occur as a result of improper or inappropriate use, faulty installation by the Purchaser or third parties, normal wear, faulty or negligent treatment. Neither will we take responsibility for any results following inappropriate changes nor for changes or repairs performed by the Purchaser or third parties without Seller’s expressed authorization. The same applies to deficiencies which only slightly reduce the value or usefulness of the delivered product.
e. Wear-and-tear parts are exempt from the warranty.
a. As far as nothing else arises, any other and exceeding claims by the Purchaser against the Seller are excluded. This applies in particular to damage claims based on violation of duties and unauthorized acts. The Seller is therefore not liable for damages which did not occur to the actual delivered product. Above all, he is not liable for loss of profit or other financial damage to the Purchaser.
b. The above-mentioned liability limitations do not apply to wrongful intent, gross negligence of Seller’s representatives or their responsible violation of contractual responsibilities. In case of tortuous violation, the Seller is only liable for specific responsibilities – excluding cases of wrongful intent or gross negligence by the legal representatives or management – that are contractual and reasonably foreseeable damages.
c. Furthermore, the limitation of liability does not apply in cases in which the Seller must be held liable according to the product liability law for faults to the delivered product for personal or property damages to privately implemented objects.
d. Further claims are excluded.
10. Force Majeure
Each party is entitled to discontinue the fulfilment of their contractual obligations as far as this fulfilment is rendered impossible or unreasonably hindered by the following circumstances: industrial disputes, public unrest, official measures, lack of deliveries by the Seller’s suppliers as well as other unforeseen, unavoidable and grave occurrences. Should one of the above-mentioned circumstances occur before or after the conclusion of the contract, it only permits the discontinuation of the fulfilment of the contractual obligations to the extent to which its consequences were not foreseeable at the time the contract was signed.
11. Place of Settlement, Applicable Law and Jurisdictional Venue
a. Place of settlement for all contractual matters of the Seller is the registered office of the Seller’s company.
b. The law of the Federal Republic of Germany is applicable to the contract.
c. The jurisdictional venue is the court responsible for the registered office of the Seller’s company. However, the Seller is also entitled to file suit at the location of the Purchaser’s head office.