General Terms and Conditions

1. General
The following delivery terms apply to all contracts, deliveries and other services, including consultancy services, unless they are modified or excluded with the express written consent of the seller. Buyer's terms and conditions shall not be binding even if the seller does not expressly object to them again.

2. Offer and scope of delivery
a) Offers are always non‐binding as far as they are not expressly stated as binding. The documents, such as illustrations, drawings, weights and measurements, which are part of the offer, are only approximate as far as they are not expressly stated as binding. Services and operating costs are given as average values.  

b) The seller reserves the right to property and copyright in cost estimates, drawings and other documents; They must not be made accessible to third parties and must be returned to the seller without undue delay on demand.

c) The purchase contract is concluded when the seller has confirmed the acceptance of the order of the item of purchase specified in writing within four weeks or the delivery has been carried out. The seller is, however, obliged to notify the customer in writing, of any possible rejection of the order immediately after clarification of the availability.

d) The seller's written order confirmation shall be decisive for the scope of the delivery. In case of a binding offer by the seller with an expiration date and an acceptance of the offer by the buyer prior to its expiration, the scope of the delivery shall be determined by the content of such offer. Guarantees of specific features, subsidiary agreements and changes require the written confirmation of the seller. Minor deviations in the design and shape of the delivery item remain reserved insofar as these changes are customary in the business  and reasonable for the buyer.

e) If the seller becomes aware of the risk of the buyer's impossibility to perform after conclusion of the contract, the seller shall be entitled to make outstanding deliveries only against prepayment or the provision of security. If such prepayments or security have not been rendered even after the expiry of a reasonable grace period, the seller may partially or totally rescind individual or all of the affected contracts. The seller shall remain entitled to assert further rights..

3. Price and payment
a) Unless otherwise agreed, prices are ex works of the seller, excluding packaging. The value added tax in the respective statutory amount will be added. If the agreed delivery date is more than four months later than the conclusion of the contract and if, after conclusion of the contract, the seller has incurred unforeseeable cost increases with regard to the delivery item for which it does not bear responsibility, the seller shall be entitled, at its reasonable discretion, to pass on such higher costs by increasing the agreed price on a pro rata basis.  

b) Unless otherwise agreed, payment shall be made within [14] days after receipt of the invoice without any deduction from the seller's payment point. Bills of exchange and checks are credited subject to their receipt and less the expenses at the value on the day on which the seller can dispose of the equivalent value. If the seller has granted instalment payments and the buyer falls into arrears entirely with two consecutive instalments, the entire remaining debt shall be due immediately. This does not apply if the buyer is not responsible for the non‐payment of the respective instalments. Discount commitments apply only in the event that the buyer is not behind on payment of previous deliveries. The offsetting with any counterclaims of the buyer disputed by the seller and not legally established is not permissible. Payments may only be made to employees of the seller if they have a valid collection authority.

4. Delivery periods and delays
Delivery periods and dates are only agreed as approximate, unless the seller has expressly declared a written commitment as binding. The delivery period begins on the day of dispatch of the order confirmation, but not before the buyer has provided all documents, approvals and releases required and before receipt of an agreed down payment. Proper and timely self‐deliveries are reserved. The delivery period is complied with if the delivery item has left the seller's warehouse or, when dispatched from the factory, the manufacturer's factory, or a confirmation of the readiness for dispatch has been sent prior to the expiry of the delivery period. The delivery period shall be extended, even within a delay, in the case of measures in the context of labor disputes, in particular strikes and lockouts, and in the event of unforeseen obstacles which are outside the control and sphere of the seller, insofar as such hindrances are shown to have a significant effect on the delivery of the sold item. This also applies if these circumstances occur with the supplier of the seller and his subcontractors. In important cases, the seller shall inform the buyer as soon as possible of the beginning and ending of such obstacles. Compliance with the delivery period requires the fulfillment of the contractual obligations of the buyer.

5. Transfer of risk and transport
a) Unless otherwise agreed, dispatch route and means of transport are left to the seller's discretion. The goods are insured at the request and expense of the buyer.

b) The risk passes with the transfer of the goods to a freight forwarder or freight carrier, but at the latest with the leaving of the warehouse or in the case of direct dispatch ex works with the leaving of the factory, on to the buyer. This shall also apply if partial deliveries are made or the seller has taken over other services, e.g. the shipping costs or delivery and installation. If the dispatch is delayed due to circumstances for which the buyer is responsible, the risk passes from the date of readiness for dispatch to the buyer, but the seller is obligated, at the request and expense of the buyer, to get insurance which the customer requires.  

c) Items delivered are to be accepted by the buyer, even if they have insignificant defects, without prejudice to the rights of section 6 (notification of defects and liability for defects).

d) Partial deliveries are permitted.

6. Notification of defects and liability for defects
Buyer's rights in case of defects of the delivery item shall require that he examines the delivery item  without undue delay upon arrival in quantity and condition. Obvious defects must be reported to the seller without undue delay, at the latest within 14 days following delivery, by written notice. Hidden defects must be notified to the seller in writing without undue delay upon their discovery. In the event of a notification of a defect made which within the time limit above, the following applies:

a) The seller shall have the right to inspect and test the delivery item to which objection was made. The buyer will grant the seller the required period of time and opportunity to exercise such right. The seller may also demand from the buyer that he returns to the seller at the seller's expense the delivery item wo which objection was made. Should the buyer's notification of the defect prove to be unjustified and provided the buyer has realized this prior to the notification of the defect or has not realized it in a negligent manner, the buyer shall be obliged to reimburse the seller for all costs incurred in this respect, e.g. travel expenses or shipping costs.  

b) In case of a defect, which was already present at the time of the transfer of risk, the seller shall be entitled to remove the defect at its option by remedying the defect or, alternatively, by delivering a replacement, both free of charge to the customer (together "subsequent performance"). Subsequent performance does not encompass the installation and removal of the defective delivery item; the buyer shall bear the installation and removal costs.  

c) The buyer shall give the seller the necessary reasonable time and opportunity for the subsequent performance. The buyer is entitled to remedy the defect by himself or by a third party and ask the seller to pay the cost only in urgent cases of endangerment of the operational safety and to the defense of disproportionate damages, in which case the seller is immediately to be informed.

d) Items that have been replaced by the seller shall, upon its demand, be returned to the seller.  

e) The buyer's rights in case of defects shall be excluded in the following events:  
Unsuitable or improper use, faulty assembly or commissioning by the buyer or third parties commissioned by the buyer, natural wear and tear, faulty or negligent handling, unsuitable equipment, alternative materials, the performance of inappropriate repair works by the buyer or third parties commissioned by the buyer, unsuitable building site, chemical, electrochemical or electrical influences, as long as they are not attributable to the fault of the seller.

f) If the seller lets a given time period for resolving an issue or delivering a replacement go by fruitlessly, the buyer is entitled to rescind from the contract in accordance with the statutory provisions. In the event of impossibility or inability to remedy or replace the goods, the buyer may also rescind from the contract in accordance with the statutory provisions. Instead of the rescission the buyer may demand from the seller reduction of the price (reduction). In addition, the buyer shall be entitled to claim damages or the reimbursement of its futile expenses pursuant to section 7 (General limitation of liability).

g) For used goods the seller only assumes liability for defects, if this has been expressly agreed in writing with the buyer.

h) The limitation period for the buyer's claims for defects shall be twelve months beginning with the handover of the delivery item to the buyer. The statutory limitation period shall apply  

i. to the buyer's rights with respect to defects concealed in bad faith or caused intentionally;

ii. if and to the extent the seller has assumed a guarantee;

iii. to the buyer's damage claims due to culpably caused personal injuries;  

iv. to customer's damage claims for damages caused by the seller intentionally or by gross negligence;

v. to the buyer's damage claims due to other reasons than defects of the delivery item; as well as 

vi. to claims under the German Product Liability Act or any other mandatory statutory liability.  

7. General limitation of liability
a) The seller's contractual and statutory liability for damages caused by slight negligence shall, irrespective of its legal ground, be limited as follows:  
i. The seller shall be liable up to the amount of the foreseeable damages typical for this type of contract due to a breach of material contractual obligations;  

ii. The seller shall not be liable due to a breach of any non‐ material contractual obligations nor for the slightly negligent breach of any other applicable duty of care

b) The aforesaid limitations of liability shall not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused personal injuries. In addition, such limitations of liability shall not apply if and to the extent the seller has assumed a specific guarantee.

c) Sections 7 (a) and (b) shall apply accordingly to the seller's liability for futile expenses.

d) The buyer shall be obliged to take adequate measures to avert and reduce damages.  

8. Jurisdiction, Applicable Law
Exclusive jurisdiction for deliveries and payments as well as for all disputes arising between the parties shall be the principal place of business of the seller. However, the seller is entitled to sue the buyer at any other court having statutory jurisdiction. The relations between contracting parties are governed exclusively by the laws of the Federal Republic of Germany with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).