Termos e Condições de Uso

I. General
(1) The following terms and conditions apply to the delivery of moveable assets in compliance with the agreement 
      concluded between ourselves and our customer.
(2) Our GTCBs apply exclusively; we expressly refute the customer’s GTCBs if they contradict, deviate from or augment
      our GTCBs.
(3) Our GTCBs apply only to business enterprises as defined in §§ 310 I, 14 BGB (German Civil Code).
(4) Legally relevant explanations and notices supplied by the customer must be made in writing.


II. Offer and conclusion of agreement

(1) Offers supplied by us are non-binding. An order placed by the customer represents a binding offer. An effective
      agreement does not come about until confirmed by us in writing or by telex.
(2) Verbal side-agreements shall not apply.
(3) We reserve the right of ownership and copyright to any illustrations, calculations and other documents we produce.


III. Prices and payment

(1) Our prices are ex-works, net and exclusive of value added tax, packaging, freight, postage and insurance.
(2) Please refer to the confirmation of order for payment deadlines and payment modalities.
(3) If our confirmation of order does not specify any other deadline, then the purchase price is due for payment within
      30 days of the invoice date.
      In the case of custom builds we reserve the right to demand part-payments as follows: 1/3 net as soon as the
      confirmation of order is received, 1/3 once readiness to send has been signaled, and the rest within a further
      30 days.
(4) If after the agreement has been concluded there are doubts about the customer’s ability to pay, then we are entitled
      to insist on advance payment for further deliveries.
(5) In the case of arrears we reserve the right to withdraw from any agreements with the customer which we have not yet
      fulfilled, after having set a 14-day period of grace in order for the customer to fulfil their payment obligations, and
      after having threatened to withdraw.
(6) The customer is only entitled to prohibit off-setting if its own counter-claims have been legally stipulated, or
      recognized by us, or are undisputed. The customer may only exercise its right to withhold if its counter-claim arises
      from the same contractual relationship.


IV. Shipment, insurance and risk of loss

(1) Shipment is ex-works or from a field warehouse, and is at the expense and risk of the customer.
(2) Transport insurance is taken out at the customer’s expense for all deliveries of goods, unless the customer expressly
      accepts the risk of transport in writing.
(3) The customer shall assume the risk of accidental destruction as soon as we have handed over the shipment to the
      person responsible for transport, or as soon as we have informed the customer that we are ready to send. This also
      applies if we ourselves are delivering.
(4) We reserve the right to partial delivery and early delivery, unless this would be unreasonable to expect of the
      customer in any given case.
(5) Delays in transport do not affect the date on which the purchase price falls due.


V. Delivery deadlines
(1) A delivery deadline provided by us only begins once all technical issues have been resolved and the customer has
     fulfilled its duties to collaborate. Delivery deadlines shall be postponed appropriately if unforeseen events occur such
     as operational disruption, industrial disputes and official intervention, provided we are not responsible for those
     things.
(2) Four weeks after a non-binding delivery date or non-binding delivery period has passed, the customer can request in
      writing that we deliver within a reasonable time period.
      In other cases we shall, if delivery is delayed, be liable to pay compensation amounting to a flat-rate of 0.5% of the
      delivery value for each full week of delay, but this shall not amount in total to more than 15% of the delivery value.
(3) If deliveries to us are cancelled, incorrect or late, then we are entitled to withdraw from the agreement provided we
      are not guilty of a breach of duty.
(4) If the customer is late in accepting goods, whether by refusing to accept them after the given period of 14 days, or by
      expressly stating before that that they do not wish to accept them, then any damages incurred to us as a result,
      including any expenses, must be compensated for.
(5) If the customer is late in accepting goods, or cancels a confirmed order, then we are entitled to demand 15% of the
      order value.
(6) We reserve the right to demand greater damages, demonstrated accordingly.
(7) If the customer is late in accepting goods then the risk of accidental destruction or deterioration of the goods shall
      pass to the customer.
(8) We shall be liable according to the stipulations of the law if a delay in delivery is a result of an intentional or grossly
      negligent violation of the contract for which we are responsible, or a culpable violation of one of our fundamental
      contractual duties. If our representatives or performing agents are at fault, then we shall be responsible for that.
      Compensation, however, shall be limited to the foreseeable damages which would typically occur, except in cases
      of intentional action.


VI. Notice of defects and guarantee

(1) We shall only be liable if the customer follows our operating and maintenance instructions.
      In particular we shall not be liable if the product is:
 
       – used and applied inappropriately or incorrectly, and especially if it is overburdened (incorrect speeds and so on);
       – incorrectly assembled or commissioned (including by third parties);
       – not properly maintained; 
       – operated at an ambient temperature which is too high or too low, or in air humidity which is too high;
       – exposed to chemical, electrochemical or electrical influences; 
       – incorrectly amended or altered by the customer or third parties (e.g. by replacing parts).

      The guarantee does not cover wearing parts.

(2) In the case of custom builds, the customer is obliged to provide correct and complete specifications and to check the
      confirmation of order to see that data has been reproduced correctly.
(3) Other than that we shall be liable according to the stipulations of the law should a defect exist, provided no
      limitations arise from the following.
(4) The customer shall only have the right to claim defects if it has properly performed its duties to inspect and object as
      described in § 377 HGB (German Commercial Code).
(5) Should we have to rectify defects, we reserve the right to choose whether to repair the defect or rectify it by
      supplying replacement goods. If we repair it then we will decide according to how the defect is indicated to us
      whether it is to be rectified by one of our service technicians on site, or in our factory.
(6) The customer may only repair a defect itself or using a third party (and require us to reimburse the necessary
      expenses) in urgent cases, such as if operational safety is at stake or to prevent disproportionate damage. If this
      happens we must be notified immediately beforehand.
(7) Subsequent improvements shall be considered failures if two unsuccessful attempts are made. Subsequent
      improvements can be made dependent upon the customer fulfilling its duty to pay to the extent corresponding to the
      fault-free part of what is being provided.
(8) If subsequent fulfilment fails then the customer may choose to withdraw or to have the price reduced.
(9) If we (including our representatives and performing agents) have been guilty of intentional action, gross negligence 
      or a breach of our fundamental contractual duties, then we shall be liable to compensate damage according to the
      law. Our liability, however, shall be limited to foreseeable, typically occurring damage, except in cases of intentional
      action.
(10) We shall be liable without limit for loss of life, injury and damage to health. This applies equally to our mandatory
        liability as defined in the German Product Liability Law.


VII. Liability

(1) There shall be no other compensation claims beyond that described in section VI, whatever the legal reason. This 
      includes, in particular, compensation claims arising from culpability upon concluding the agreement, other breaches
      of duty, or tort claims for the replacement of property damage as described in § 823 BGB.
(2) This also applies if the customer demands compensation for pointless expenditure instead of claiming damage
      compensation.
(3) Unless stipulated otherwise above, we shall not be held liable for damage which is not to the delivered object itself.
      We therefore exclude compensation claims made to the customer in connection with the use of the goods or that are
      made to purchasers of the goods when subsequently sold, such as loss of production, delays in production, down-
      times, lost profits and other financial losses.
(4) If we are excluded from or limited in our liability, then this applies also to the personal liability of our employees,
      workers, representatives and performing agents.


VIII. Title retention

(1) We reserve the right to retain title to the goods until all of the customer’s payment duties have been fulfilled.
(2) If the customer falls into arrears on payment, then we are entitled to take back goods subject to title retention; this
      shall represent withdrawal from the agreement.
(3) The customer undertakes to carefully preserve the goods subject to title retention and secure them against
      destruction or any other kind of damage. The customer must if necessary perform maintenance and inspection work
      at its own expense and in good time.
(4) The customer is not allowed to assign goods subject to title retention to third parties as security. The customer must
      inform us immediately in the event of seizure or any other intervention by third parties, so that we can file a
      complaint as stipulated in § 771 ZPO (German Code of Civil Procedure). If costs are incurred by this which cannot be
      recovered from third parties, then the customer shall be responsible for them.
(5) The customer is entitled to process and sell the goods in the course of normal, orderly business, provided it is not in
      arrears on what it owes.
(6) Any accounts receivable arising from the sale of goods subject to title retention, or from any other legal
      circumstances, shall hereby be assigned by the customer to us in full by way of security. The customer is entitled to
      collect accounts receivable from subsequent sales. This, however, does not affect our right to collect these
      receivables ourselves.
(7) If the customer does not pass on to us the takings it has received, or if it is in arrears on payment, then it is obliged to
      provide us with the information and documents we need to collect the receivables assigned to us, and in particular to
      name its debtors and inform them of the rights assigned to us.
(8) If goods subject to title retention are processed together with other objects that do not belong to us, then we shall
      acquire joint ownership of the new object pro rata in proportion to the ratio between the value of our goods and the
      other objects processed.
(9) If the value of security for our claims against the customer rises by more than 15%, then we must, at the customer’s
      request, release securities of our choice accordingly.


IX. Place of fulfilment and jurisdiction

(1) The place of fulfilment and payment is our company headquarters at 86554 Pöttmes.
(2) The exclusive place of jurisdiction is the court responsible for our company Headquarters.


X. Applicable law

The law of the Federal Republic of Germany shall apply; UN commercial law (CISG) shall not apply.

 

 

Version: July 2015
All information provided without guarantee, errors excepted and content subject to change.