Conditions of sale and delivery:
The documents pertaining to the offer, such as illustrations, drawings, weight and dimensions are only approximately authoritative unless they are expressly designated as binding. The supplier reserves the right of ownership and copyright for cost estimates, drawings and other documents; they may not be made accessible to third parties. The supplier is obliged to make plans designated as confidential by the customer accessible to third parties only with the customer's consent.
II. scope of delivery
The supplier's written order confirmation shall be decisive for the scope of the delivery, in the event of an offer by the supplier with a time commitment and timely acceptance of the offer, unless a timely order confirmation is available. Supplementary agreements and changes require written confirmation by the supplier.
1. The prices are understood to be net ex works including loading, without packaging in freely available EURO (€), without any deductions. All ancillary costs, such as the costs for freight, insurance, export, import and other permits as well as notarisations, shall be borne by the customer. The customer shall also bear all types of taxes, levies, fees and customs duties.
2. The supplier reserves the right to adjust the price in case of a change in wage rates or material prices between the time of the offer and the delivery in accordance with the contract.
IV. terms of payment
1. Payments shall be made by the Purchaser at the Supplier's place of business without deduction of cash discount, expenses, taxes and fees of any kind. A down payment is fixed depending on the purchase order. In the case of partial deliveries, payment must be made in accordance with the scope of the individual deliveries. The payment obligation shall be deemed to have been fulfilled as soon as the invoice amount in EURO (€) has been made freely available to the supplier.
2. The payment deadlines shall also be met if transport, delivery, assembly, commissioning or acceptance of the delivery is delayed or impossible for reasons beyond the supplier's control. It is inadmissible to reduce or withhold payments due to complaints, claims or counterclaims of the Purchaser which are not recognized by the Supplier. Payments shall also be made if insignificant parts are missing, but the use of the delivery is not made impossible as a result, or if subsequent work proves necessary on the delivery.
3. If, in exceptional cases, extended payment periods have to be granted to the customer, he shall pay interest of at least 5% above the current discount rate of the Deutsche Bundesbank for payments which are still outstanding in the works after completion of the delivery.
4. If the customer does not meet the agreed payment dates, he must pay interest on arrears from the due date without a special reminder, which is based on the usual interest rate at the customer's domicile, but amounts to at least 10 % per year. The payment of interest on arrears does not cancel the obligation to pay in accordance with the contract.
V. lead time
1. The delivery period shall commence upon dispatch of the order confirmation, but not before the Customer has provided the documents, approvals and releases to be procured by the Customer and not before receipt of an agreed down payment.
2. The delivery period shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the end of the delivery period.
3. The delivery period shall be extended appropriately in the event of industrial action, in particular strikes and lockouts, as well as in the event of unforeseen hindrances which are beyond the control of the supplier, insofar as such hindrances can be proven to have a significant influence on the completion or delivery of the delivery item. This also applies if the circumstances occur at subcontractors. The aforementioned circumstances shall not be the responsibility of the supplier even if they arise during an already existing delay. In important cases, the beginning and end of such hindrances shall be communicated to the customer as soon as possible.
4. If dispatch is delayed at the request or fault of the Purchaser, he shall be charged for the costs of storage incurred by the Purchaser, starting one month after notification of readiness for dispatch, but at least 0.5% of the invoiced amount for each month in the case of storage at the Supplier's works.
5. Compliance with the delivery period shall be subject to fulfilment of the Purchaser's contractual obligations.
VI Transfer of risk and acceptance
1. The risk shall pass to the customer at the latest upon dispatch of the delivery parts, even if partial deliveries are made or the supplier has assumed other services, e. g. shipping costs or delivery and installation. At the Purchaser's request, the Supplier shall insure the consignment against theft, breakage, transport, fire or water damage and other risks at the Supplier's expense.
2. If dispatch is delayed as a result of circumstances for which the Purchaser is responsible, the risk shall pass to the Purchaser on the day of readiness for dispatch; however, the Supplier shall be obliged to effect the insurance required by the Purchaser at the Purchaser's request and expense.
3. Items delivered shall be accepted by the customer, even if they have minor defects, without prejudice to the rights under Section VIII.
4. Partial deliveries are permissible.
VII Retention of title
1. The supplier retains title to the delivery item until all payments arising from the delivery contract have been received.
2. The Supplier shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at the expense of the Purchaser, unless the Purchaser itself has demonstrably taken out the insurance.
3. The customer may neither pledge nor assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, he shall notify the supplier immediately.
4. In the event of breach of contract by the Purchaser, in particular in the event of default of payment, the Supplier shall be entitled to take back the goods following a reminder and the Purchaser shall be obliged to surrender them. The assertion of the retention of title as well as the seizure of the delivery item by the supplier shall not be deemed to be a withdrawal from the contract, unless the law on instalment payments applies.
VIII. Liability for defects in delivery
The supplier shall be liable for defects in the delivery, which shall also include the absence of expressly warranted characteristics, to the exclusion of further claims as follows, without prejudice to Section X, 4:
1. all those parts are to be repaired or re-delivered free of charge, at the supplier's discretion and subject to reasonable discretion, which, within 12 months (in the case of multi-shift operation within 6 months) after commissioning, prove to be unusable or have significantly impaired their usability as a result of a circumstance prior to the transfer of risk - in particular due to faulty design, poor construction materials or defective workmanship. The detection of such defects must be reported to the supplier immediately in writing. Replaced parts shall become the property of the supplier. If dispatch, installation or commissioning is delayed through no fault of the supplier, liability shall lapse at the latest 18 months after transfer of risk. The liability of the supplier for essential third-party products is limited to the assignment of the liability claims which he is entitled to against the supplier of the third-party product.
2. The Customer's right to assert claims based on defects shall in all cases become statute-barred after 12 months from the date of notification of defects in due time, but at the earliest upon expiry of the warranty period.
3. No liability is assumed for damage caused by the following reasons: Unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent treatment, unsuitable operating materials, replacement materials, defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences, insofar as they are not the fault of the Supplier.
4. The Purchaser shall give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the Supplier at its reasonable discretion after consultation with the Supplier, otherwise the Supplier shall be exempted from liability for defects. Only in urgent cases of endangering operational safety and to avert disproportionately large damage, whereby the supplier must be notified immediately, or if the supplier is in default with the remedy of the defect, shall the customer have the right to remedy the defect himself or have it remedied by third parties and to demand reimbursement of the necessary costs from the supplier.
5. the direct costs arising from the repair or replacement delivery shall be borne by the supplier - insofar as the complaint proves to be justified - by the supplier the costs of the replacement part including dispatch and the reasonable costs for dismantling and installation, furthermore, if this can reasonably be demanded in the individual case, the costs of the possibly necessary provision of his fitters and assistants. Otherwise, the Purchaser shall bear the costs.
6. The warranty period for the replacement part and the repair shall be three months, but shall run at least until the expiry of the original warranty period for the delivery item. The period for liability for defects on the delivery item shall be extended by the duration of the business interruption caused by the repair work
7. any improper modifications, repair work or the use of non original parts carried out by the Purchaser or third parties without the Supplier's prior approval will void the liability for the resulting consequences.
Further claims of the customer, in particular a claim for compensation for damages that have not occurred on the delivery item itself, are excluded to the extent permitted by law.
IX. Liability for ancillary obligations
If, due to the fault of the supplier, the delivered item cannot be used by the purchaser as stipulated in the contract due to omitted or faulty execution of proposals and advice before or after conclusion of the contract as well as other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of Sections VIII and X shall apply accordingly to the exclusion of further claims by the purchaser.
X. Customer's right to rescission and other liability of the Supplier
1. The Purchaser may rescind the contract if the Supplier is finally unable to perform the entire performance before the passing of risk. The same shall apply in the event of the Supplier's inability to perform. The Purchaser may also withdraw from the contract if, in the case of an order for similar items, the performance of a part of the delivery becomes impossible in terms of quantity and has a justified interest in refusing a partial delivery; if this is not the case, the Purchaser may reduce the consideration accordingly.
2. If there is a delay in performance within the meaning of Section V of the Terms and Conditions of Delivery, and the Purchaser grants the Supplier in default a reasonable grace period with the express declaration that he refuses to accept the performance after this period has expired, and if the grace period is not observed, the Purchaser shall be entitled to withdraw from the contract.
3. If the impossibility occurs during default of acceptance or due to the fault of the customer, the customer remains obligated to counter-performance.
4. The Purchaser shall also have the right to withdraw from the contract if the Supplier allows a reasonable period of grace granted to him for the repair or replacement of a defect for which he is responsible to lapse fruitlessly through his fault within the meaning of the terms and conditions of delivery. The Purchaser's right to withdraw from the contract shall also apply in the event of impossibility or incapacity of repair or replacement by the Supplier.
5. To the extent permitted by law, all other further claims of the customer are excluded, in particular for rescission, termination or reduction of the purchase price as well as for compensation for damages of any kind, including damages that have not occurred on the delivery item itself.
6. Unless otherwise provided in these Terms and Conditions, Seller's liability to Buyer for production stoppage, loss of profit, loss of use, loss of contract or any other economic or indirect consequential damage shall be excluded.
XI. Supplier's right to withdraw from the contract
In the event of unforeseen events within the meaning of Section V of the Terms and Conditions of Delivery, insofar as they significantly change the economic significance or the content of the performance or have a significant effect on the Supplier's business, and in the event that it subsequently becomes apparent that the performance of the contract is impossible, the contract shall be adapted accordingly. Insofar as this is not economically justifiable, the supplier shall be entitled to withdraw from the contract in whole or in part. The Purchaser shall not be entitled to claim damages due to such a withdrawal. If the Supplier intends to make use of its right of withdrawal, it must inform the Purchaser without delay of this fact, even if an extension of the delivery period was initially agreed with the Purchaser.
In the case of all disputes arising from the contractual relationship, if the Purchaser is a fully qualified merchant, a legal entity under public law or a special fund under public law, legal action shall be brought before the court having jurisdiction for the Supplier's head office or the branch of the Supplier carrying out the delivery. The supplier is also entitled to sue at the head office of the customer.