Status as at 01.01.2015

I. General provisions

These Terms and Conditions of Delivery shall apply exclusively to the legal relations between Supplier and Purchaser in connection with the Supplies and/or Services of the Supplier (hereinafter referred to as “Supplies”). The Purchaser’s general terms and conditions of business shall only apply if the Supplier has expressly agreed to them in writing. The scope of the deliveries shall be determined by the mutually agreed written declarations.
2. at cost estimates. Drawings and other documents (hereinafter referred to as “Documents”), the Supplier reserves its property rights and copyrights without restriction.
The documents may only be made available to third parties with the supplier’s prior consent and, if the order is not placed with the supplier, must be returned to him immediately upon request. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser’s documents; however, these may be made accessible to third parties to whom the Supplier has lawfully transferred deliveries.
The customer has the non-exclusive right to use standard software and firmware with the agreed performance features in unchanged form on the agreed equipment. The customer may make a backup copy of the standard software without express agreement.
5 Partial deliveries are permissible insofar as they are reasonable for the customer. Partial invoices are also permissible in accordance with the partial delivery.
The term “claims for damages” in these General Terms and Conditions also includes claims for reimbursement of futile expenses which the contract proves to be incomplete.

II. Prices / Terms of payment / Set-off / Delivery

The prices are quoted ex works, excluding packaging, plus the applicable statutory value added tax.
If the Supplier has assumed responsibility for installation or assembly and nothing else has been agreed, the Purchaser shall bear all necessary ancillary costs such as travel and transport costs as well as allowances in addition to the agreed remuneration.
In the case of call-off orders or customer-related delays in acceptance, we shall be entitled to procure the material for the entire order and to produce the entire order quantity immediately or to cover the entire order quantity. Any changes requested by the customer can therefore no longer be taken into account after placing the order, unless this has been expressly agreed in writing.
Payments shall be made free place of payment of the supplier.
The minimum order value is EUR 150,00 net.
6. the customer can only offset against claims which are undisputed or have been established by a court of law.
The terms of payment shall apply after receipt of the delivery or after notification of readiness for dispatch.
If the acceptance of the products or their dispatch, or the acceptance of our performance is delayed for a reason attributable to the customer for more than 2 weeks, we shall be entitled to demand immediate payment of the purchase price or remuneration, or to withdraw from the contract, or to refuse performance and to demand compensation for damages instead of the entire performance. We do not have to point out the rights under this clause.
In the event of the aforementioned claim for damages, the compensation to be paid shall amount to 30% of the net delivery price in the case of purchase contracts, or 30% of the agreed net compensation in the case of service contracts. Both parties reserve the right to prove a different amount of damage or the non-occurrence of damage. Reversal of the burden of proof is not connected with the above provisions.
8. if the dispatch is delayed at the request of the customer, or for reasons for which the customer is responsible, we are entitled to make a storage beginning with the expiry of the reasonable deadline set in the notification of readiness for dispatch in writing or text form and to charge 1% of the net invoice amount of the stored goods for each week or part thereof. The assertion of further rights remains unaffected. The customer reserves the right to prove that no or significantly lower costs have been incurred.
In addition, we shall be entitled to dispose of the contractual goods in another way after expiry of the aforementioned deadline and to resupply the customer with a reasonable period of time.
In the event of delayed delivery orders or call-offs on the part of the customer, we shall be entitled to postpone delivery by the same period of delay on the part of the customer plus a disposition period of 5 working days at the place of our registered office.

III. retention of title

The items of the deliveries (goods subject to retention of title) remain the property of the supplier until fulfilment of all claims against the customer arising from the business relationship. Insofar as the value of all security interests to which the Supplier is entitled exceeds the value of all secured claims by more than 10%, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser; the Supplier shall be entitled to choose between various security interests upon release.
During the existence of the reservation of title, the customer is prohibited from pledging or assigning as security and the resale is only permitted to resellers in the ordinary course of business and only under the condition that the reseller receives payment from his customer or makes the reservation that the property is not transferred to the customer until he has fulfilled his payment obligations.
In the event of attachments, seizures or other dispositions or interventions by third parties, the Purchaser shall inform the Supplier without delay.
In the event of breaches of duty by the Purchaser, in particular default in payment, the Supplier shall be entitled to rescind the contract after the expiry of a reasonable period of time set for the Purchaser, in addition to taking back the goods; the statutory provisions on the dispensability of setting a period of time shall remain unaffected. The customer is obliged to surrender the goods. The taking back or assertion of the retention of title or seizure of the goods subject to retention of title by the supplier does not constitute a withdrawal from the contract unless the supplier has expressly declared this.

IV. Deadlines for deliveries / delay

Compliance with deadlines for deliveries requires the timely receipt of all documents, necessary approvals and releases, especially of plans, to be provided by the customer as well as compliance with the agreed terms of payment and other obligations by the customer. If these preconditions are not fulfilled in time, the deadlines shall be extended appropriately; this shall not apply if the Supplier is responsible for the delay.
2. is the failure to comply with deadlines due to force majeure. e. g. mobilization, war, riot, or similar events, e. g. strike, lockout, the deadlines are extended appropriately. The same shall apply in the event of late or improper delivery to the supplier.
The Purchaser’s claims for damages due to delay in delivery as well as claims for damages instead of performance shall be excluded in all cases of delayed delivery, even after expiry of a period of time set to the Supplier for delivery. This does not apply if liability is mandatory in cases of intent, gross negligence or injury to life, limb or health. The Purchaser may only withdraw from the contract within the framework of statutory provisions insofar as the Supplier is responsible for the delay in delivery. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
At the Supplier’s request, the Purchaser shall be obliged to declare within a reasonable period of time whether he shall withdraw from the contract due to the delay in delivery or insist on delivery.
5) We shall not be in default as long as the customer is in arrears with the fulfilment of obligations to us, including those arising from other contracts.

V. Transfer of risk

The risk shall pass to the customer as follows, even in the case of freight-free delivery:
a) in the case of deliveries without installation or assembly, if they have been dispatched or collected. At the request and expense of the Purchaser, the Supplier shall insure the Supplies against the usual transport risks;
b) in the case of deliveries with assembly or erection, on the day of acceptance in our own works.
If dispatch, delivery, the start, installation or assembly of the goods, acceptance in the customer’s own works is delayed for reasons for which the customer is responsible, or if the customer is in default of acceptance for other reasons, the risk shall be transferred to the customer.

Vl. Installation / Assembly

Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:
The Purchaser shall assume at its own expense and provide in good time: all earthworks, construction and other ancillary work outside the sector, including the necessary specialists and assistants, building materials and tools,
(b) the items and materials required for assembly and commissioning, such as scaffolding, lifting equipment and other devices, fuels and lubricants,
(c) energy and water at the place of use, including connections, heating and lighting,
d) adequate, suitable, dry and lockable rooms of sufficient size for the storage of machine parts, equipment, materials, tools, etc. at the assembly site for the storage of machine parts, apparatus, tools, etc. and appropriate working and recreation rooms for the assembly personnel, including sanitary facilities appropriate to the circumstances; in addition, the Purchaser must take the measures that he would take to protect his own property in order to protect the property of the Supplier and the assembly personnel on the construction site,
e) Protective clothing and protective devices required on site due to special circumstances.
Prior to the commencement of installation work, the Purchaser shall provide the necessary information on the location of concealed power, gas and water lines or similar installations as well as the required static data without being requested to do so.
3. prior to commencement of installation or assembly, the materials and objects necessary for the commencement of the work must be available at the installation or assembly site and all preparatory work must have progressed to such an extent that installation or assembly can be commenced as agreed and carried out without interruption. Approach routes and the installation or assembly site must be levelled and cleared.
If the installation, assembly or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear the reasonable costs for waiting time and additionally required journeys of the Supplier or the assembly personnel.
The Purchaser shall certify to the Supplier daily, on a weekly basis for a longer period of time, the duration of the working time of the assembly personnel and the termination of installation, assembly or commissioning without delay.
If the supplier demands acceptance of the delivery after completion, the customer shall be obliged to carry it out within two weeks. If this is not done, the acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place if the delivery has been put into use after completion of an agreed test phase.

VII. receipt

The customer may not refuse acceptance of deliveries due to minor defects.

VIII. material defects

The supplier is liable for material defects as follows:
1. all parts or services which, at the Supplier’s discretion, are free of charge to be repaired, replaced or provided again if the cause of the defect was already present at the time of the transfer of risk.
Claims for supplementary performance shall become statute-barred after 12 months from the statutory commencement of the limitation period. The same applies to withdrawal and reduction. This period shall not apply if the law stipulates longer periods in accordance with § 438 Paragraph 1 No. 2 (buildings and objects for buildings), § 479 Paragraph 1 (right of recourse) and § 634a Paragraph 1 No. 2 (construction defects) of the German Civil Code (BGB) in the event of intent, fraudulent concealment of the defect and non-compliance with a quality guarantee. The statutory provisions on suspension of expiry, suspension and restart of the time limits shall remain unaffected.
Notification of defects by the customer must be made immediately in writing.
In the case of notifications of defects, the Purchaser may withhold payments to an extent that is in reasonable proportion to the material defects that have occurred. The Purchaser may withhold payments only if a notice of defects is asserted, the justification for which cannot be doubted. The customer has no right of retention if his claims for defects are time-barred. If the notification of defects was unjustified, the Supplier shall be entitled to demand reimbursement of the expenses incurred by the Purchaser.
The Supplier shall be given the opportunity to remedy the defect within a reasonable period of time.
If the supplementary performance fails, the customer may – without prejudice to any claims for damages pursuant to No. 10 – withdraw from the contract or reduce the remuneration.
7. Warranty claims do not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage resulting from faulty or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable subsoil or resulting from special external influences which are not provided for in the contract, as well as in the event of non-reproducible defects. If the Purchaser or third parties carry out improper modifications or repair work, there shall also be no warranty claims for these and the resulting consequences.
8. claims of the customer due to the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been brought to a place other than the customer’s branch office, unless the shipment corresponds to its intended use.
The Purchaser’s right of recourse against the Supplier in accordance with § 478 BGB (German Civil Code) shall only exist if the Purchaser has not entered into any agreements with his customer that go beyond the statutory claims based on defects. Furthermore, No. 8 above shall apply mutatis mutandis to the scope of the Purchaser’s right of recourse against the Supplier pursuant to § 478 para. 2 BGB (German Civil Code).
10. claims for damages on the part of the customer due to a material defect are excluded. This shall not apply in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, limb, health or freedom and in the event of a deliberate or grossly negligent breach of duty by the supplier. A change in the burden of proof to the detriment of the customer is not associated with the above provisions. Further or other than in this kind. VIII shall be excluded.

IX. Industrial property rights / copyrights / defects of title

Unless otherwise agreed, the supplier shall be obliged to deliver the goods free of industrial property rights and copyrights of third parties (hereinafter referred to as property rights) only in the country of the place of delivery. Insofar as a third party asserts justified claims against the Purchaser on account of the infringement of industrial property rights by deliveries made by the Supplier and used in accordance with the contract, the Supplier shall be liable to the Purchaser within the period stipulated in Art. VIII No 2 as follows:
a) The supplier shall, at his own expense, choose whether to obtain a right of use for the deliveries concerned, modify them in such a way that the property right is not infringed or replace them. If this is not possible for the Supplier under reasonable conditions, the Purchaser shall be entitled to the statutory rights of withdrawal or reduction.
b) The Supplier’s obligation to pay damages shall be governed by Art. XI.
c) The aforementioned obligations of the Supplier shall only exist if the Purchaser immediately notifies the Supplier in writing of the claims asserted by the third party, does not acknowledge an infringement and all defensive measures and settlement negotiations are reserved for the Supplier. If the customer stops using the delivery for reasons of damage reduction or other important reasons, he is obliged to point out to the third party that no acknowledgement of an infringement of industrial property rights is associated with the cessation of use.
Claims of the customer are excluded if he is responsible for the infringement of industrial property rights.
Claims of the Purchaser shall also be excluded in so far as the infringement of property rights is caused by special specifications of the Purchaser, by an application not foreseeable by the Supplier or by the fact that the Supplies are modified by the Purchaser or used together with products not supplied by the Supplier.
4 In the case of infringements of property rights, the provisions of Art. VIII No. 4,5 and 9 accordingly.
5 In the case of other defects of title, the provisions of Art. VIII accordingly.
6. more extensive or other than those described in this Art. Any claims of the Purchaser against the Supplier and its vicarious agents based on a defect of title as regulated in Section IX shall be excluded.

X. Impossibility / Adjustment of contract

Insofar as delivery is impossible, the Purchaser shall be entitled to claim damages, unless the Supplier is not responsible for the impossibility. However, the Purchaser’s claim for damages shall be limited to 5 % of the value of that part of the delivery which cannot be put to the intended use due to the impossibility. This limitation does not apply if liability is mandatory in cases of intent, gross negligence or injury to life, limb or health; this does not imply a change in the burden of proof to the detriment of the customer. The customer’s right to withdraw from the contract remains unaffected.
2. if unforeseeable events within the meaning of Art. IV No. 2 significantly alter the economic significance or the content of the delivery or have a significant effect on the supplier’s business, the contract shall be adapted appropriately in good faith. Insofar as this is not economically justifiable, the supplier shall be entitled to withdraw from the contract. If he intends to make use of this right to withdraw from the contract, he must inform the customer immediately after realising the consequences of the event, even if an extension of the delivery period was initially agreed with the customer.

XI. Other claims for damages / statute of limitations

Claims for damages on the part of the Purchaser, irrespective of the legal grounds, in particular due to breach of obligations arising from the contractual relationship and from tort, are excluded.
This does not apply if liability is mandatory. e. g. according to the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health or breach of essential contractual obligations. The claim for damages for the violation of essential contractual obligations is, however, limited to the foreseeable damage typical of the contract, unless there is intent or gross negligence or liability is incurred due to injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
Insofar as the Purchaser is entitled to claims for damages, these shall lapse upon expiry of the period of limitation stipulated in Art. VIII No. 2 shall apply. The same applies to claims of the customer in connection with measures to prevent damage (e. g. recall actions). In the case of claims for damages under the Product Liability Act, the statutory provisions of the statute of limitations shall apply.
Our liability is limited to a maximum liability amount of EUR 200,000.00 for each individual case of damage. This does not apply if we are charged with malice, intent or gross negligence, for claims based on injury to life, limb or health as well as in the case of a claim based on a criminal act or an express assumed guarantee or the assumption of a procurement risk according to § 276 BGB (German Civil Code) or in cases of mandatory deviating higher liability amounts. Any further liability is excluded.
4. the exclusions or limitations of liability in accordance with the above paragraph. 1. to 3. and numeral 5. apply to the same extent for the benefit of our corporate bodies, our executive and non-executive employees and other vicarious agents as well as our subcontractors.
The customer’s claims for damages arising from this contractual relationship can only be asserted within an exclusion period of one year from the start of the statutory limitation period. This does not apply if we are charged with intent or gross negligence, for claims due to injury to life, limb or health, as well as in the case of a claim based on an act of tort or an express warranty or the assumption of a procurement risk according to § 276 BGB, or in the case that a longer period of limitation is mandatory by law.
6. a reversal of the burden of proof is not connected with the above provisions.

XII. Lump-sum compensation for damages

If the buyer expressly or impliedly refuses to fulfil the contract without justifying reason, in particular the acceptance of the subject matter of the contract, we are entitled to demand a lump sum compensation for damages in the amount of 30% of the order sum instead of the fulfilment of the contract after repeated written request under threat of refusal with a period of 7 days. The customer is allowed to prove that less damage has occurred. We reserve the right to assert additional damages.

XIII. Jurisdiction / Applicable law

If the Purchaser is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the Supplier. However, the Supplier shall also be entitled to sue at the Purchaser’s registered office.
2 The legal relations in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. (CISG)

XIV. Binding nature of the contract / Incoterms / Severability clause

All agreements, ancillary agreements, assurances and changes to the contract must be made in writing. This also applies to the waiver of the written form agreement itself. The priority of the individual agreement in written, textual or oral form (§ 305b BGB) remains unaffected.
Insofar as trade terms have been agreed in accordance with the International Commercial Terms (INCOTERMS), INCOTERMS 2010 shall apply.
Should individual provisions of this contract be ineffective or unenforceable or become ineffective or unenforceable after conclusion of the contract, this shall not affect the validity of the rest of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the effects of which come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.
In accordance with the provisions of the Data Protection Act, we would like to point out that the execution of the contract in our company is carried out via an IT system and in this connection we also store the data received as a result of the business relationship with the customer.