General Terms and Conditions of Sale and Delivery

Version 2023

You can download the following General Conditions of Sale and Delivery here.
You can view the german version here.

General

Sales and other delivery contracts shall be concluded exclusively on the basis of our General Terms and Conditions of Sale and Delivery set out below. They apply only to entrepreneurs, legal entities under public law and special funds under public law. The buyer/customer (hereinafter referred to as the customer) agrees to the validity of our General Terms and Conditions of Sale and Delivery upon conclusion of the contract. We hereby object to any counter-confirmations, counter-offers or other references made by the Customer with reference to his terms and conditions; any deviating terms and conditions of the Customer shall only apply if they have been expressly confirmed by us. Our General Terms and Conditions of Sale and Delivery shall also apply to future sales and other delivery contracts, even if no express reference is made to them. If these terms and conditions provide for written form, this shall in any case also be deemed to have been observed in the case of transmission by telecommunication (e-mail, fax).

I. Offers

Our offers including their enclosures such as illustrations, drawings and dimensional data are non-binding. We reserve the property rights and copyrights to cost estimates, drawings and other documents. They may not be made accessible to third parties.

II. Scope of Delivery

1. Our written order confirmation shall be authoritative for our deliveries. Ancillary agreements and agreed changes must be recorded in writing.

2. We shall be entitled to make partial deliveries, provided that this is reasonable for the customer. In particular, they are reasonable if a partial delivery is usable for the customer within the scope of the contractual intended purpose and the customer does not incur any significant additional expense as a result of the partial performance. The customer’s claim to the remaining contractual performance shall remain unaffected by partial deliveries.

III. Prices, invoicing and payment

1. Our prices and the amount owed by the customer after execution of the order depend on the general development of prices or values for goods and services on the market which directly affect our cost price for the execution of the order (such as, in particular, changes in the price of materials). Changes (increases and decreases) in such preliminary costs shall be passed on by us to the customer to the extent that they affect our prices as cost elements. We shall provide the customer with evidence of these at his request. The aforementioned right to adjust prices shall not apply if the goods are to be delivered within four months of the conclusion of the contract as agreed.

2. Invoicing shall take place as soon as we have done everything necessary for the fulfillment of the contract on our part so that the actual material control of the delivery item can be transferred to the customer.

3. Payment shall only be deemed to have been made when we can dispose of the amount.

4. If the customer is in arrears with payments – in the case of agreed instalment payments with one instalment – in whole or in part, we may, without prejudice to our rights under No. VI. 4, withdraw from the contract after the fruitless expiry of a reasonable period set by us and demand damages in lieu of performance.

5. In the event of default in payment, interest on arrears shall be payable at a rate of 9 percentage points above the base interest rate and, in the case of claims for payment, a lump-sum compensation of € 40.00 shall be payable. This shall be set off against any damages owed, insofar as the damages are based on the costs of legal action. We reserve the right to claim further damages caused by delay.

6. The right of the customer to offset against our claims is excluded, unless his claim for offsetting is undisputed, legally established or originates from the same contractual relationship as our claim. The customer may only assert a right of retention on the basis of claims arising from the same contract.

IV. Delivery time, reservation of self-delivery

1. Delivery time specifications are non-binding unless expressly agreed as binding. Agreed delivery periods shall commence with the dispatch of our order confirmation from the time of technical clarification, but not before receipt by us of the documents, approvals, releases to be procured by the customer and any agreed down payment. The delivery period shall be deemed to have been complied with if the delivery item has left the factory or notification of readiness for dispatch has been given by the time of its expiry.

2. The customer may set us a reasonable deadline in writing four weeks after a non-binding delivery deadline has been exceeded. After unsuccessful expiry of the deadline, he may withdraw from the contract by written declaration, insofar as we are responsible for the delay.

3. The delivery period shall be extended appropriately in the event of unforeseeable circumstances, including force majeure, which make delivery more difficult, insofar as we are not responsible for these circumstances. If we are unable to deliver within four months of the delivery date initially envisaged, the customer and we shall be entitled to withdraw from the contract in whole or in part to the extent of the performance affected by the delay; we shall immediately refund any consideration already paid by the customer in this respect. This shall also apply if we are unable to deliver within three months of the initially agreed delivery period.

4. To the extent and for as long as we are not supplied by our upstream suppliers with whom we have concluded agreements for the provision of supplies and services required to supply the customer in accordance with the supply agreement concluded with the customer for reasons for which we are not responsible, we shall be entitled to withdraw from the contract unless we agree with the customer on a different course of action, e.g. postponement of the delivery to a later date. We shall inform the customer immediately of any missing or delayed deliveries from our suppliers. In the event of our withdrawal, we shall immediately refund to the customer any remuneration already paid in accordance with the statutory provisions.

5. If the customer delays the shipment, he has to pay storage costs of 0,5 % of the invoice amount to us monthly from the beginning of the second month.

V. Transfer of Risk / Acceptance

1. We deliver FCA (Free Carrier) at the place of our registered office or at a place designated by us in accordance with the version of the Incoterms current at the time of conclusion of the contract. At the customer’s request, we will insure the goods at the customer’s expense against breakage, transport, fire and water damage. Unless the customer organizes the transport himself, we shall commission the carrier in the name and for the account of the customer.

2. The customer is only entitled to refuse acceptance of the goods if they obviously deviate from the order.

VI. Retention of Title

1. We retain title to all goods delivered by us until receipt of all payments arising from the delivery contract. If the customer is a merchant, we retain title to all goods delivered by us until receipt of all payments arising from the business relationship with the customer.

2. The treatment and processing of goods delivered by us which are still our property shall always be carried out on our behalf, without any obligations arising for us from this. If the goods owned by us are mixed, processed or combined with other items, we shall acquire co-ownership of the new item in the ratio of the invoice amount of our goods to the invoice amounts of the other mixed, processed or combined items. If our goods are combined with other movable objects to form a uniform object which is to be regarded as the main object, the customer hereby assigns to us co-ownership thereof in the same proportion and shall keep the object for us carefully and free of charge.

3. The customer may only sell the goods owned by us in the course of regular business transactions, provided that he is not in default of payment. Upon conclusion of the contract with us, the customer already assigns to us all claims, including securities and ancillary rights, which accrue to him from or in connection with the resale of goods subject to retention of title against his customer or other third parties. In the event that goods subject to retention of title are sold together with other items, the claim against the respective debtor shall be deemed assigned in the amount of the delivery price agreed between us and the customer. We hereby accept this assignment. The customer shall remain entitled to collect the claim as long as he is not in default of payment to us.

4. The customer is obliged to keep the reserved goods in proper condition for the duration of the reservation of title and to have all necessary maintenance work and repairs carried out without delay and to insure the reserved goods adequately, in particular at replacement value, against fire, theft and mains water and to provide us with evidence of this on request. If the customer defaults on payment or fails to meet its obligations in connection with the retention of title, we may withdraw from the contract and demand the return of the delivery item from the customer after the fruitless expiry of a reasonable period of grace set by us.

5. Goods subject to retention of title may only be pledged, transferred by way of security, rented out or passed on to third parties with our written consent.

6. In the event of access by third parties to the goods subject to retention of title, in particular in the event of seizure, the customer shall notify us immediately in writing and inform the third party of our retention of title. The costs for the actual and legal pursuit of our security property shall be borne by the customer, insofar as they cannot be obtained from third parties.

VII. Warranty/Liability for Defects

We shall be liable for defects of the delivery item to the exclusion of further claims and without prejudice to No. IX. of these Terms and Conditions as follows:

1. The customer shall immediately inspect incoming goods and immediately notify us in writing of any defects. Insofar as the delivery item was defective at the time of transfer of risk, we shall be entitled, at our discretion, to remedy the defect (rectification) or to deliver a defect-free item (replacement). Replaced parts shall become our property and shall be returned to us.

2. The customer shall be obliged to enable us to determine and remedy the defect within the scope of subsequent performance, in particular to provide us with access to the delivery item under his control. If our products have been installed in other parts or have been assembled with these, the customer shall set us a deadline for the removal of the product within which we shall carry out the removal, unless the customer is thereby threatened with considerable damage, e.g. loss of production or plant standstill, which would be prevented if the removal were carried out without delay.

3. The customer shall not be entitled to remedy defects himself or have them remedied unless we are in default with the remedy of the defect or he is forced to remedy the defect due to imminent danger. In this case, the rectification of defects may only be carried out by qualified personnel.

4. If the rectification or replacement delivery fails for reasons for which we are responsible or if we culpably fail to meet a deadline set for us for subsequent performance, the customer may – within the framework of the statutory provisions – at his discretion reduce the contract price or withdraw from the contract.

5. Claims for defects shall not exist if the customer violates the provisions of No. VII. 1. to 4.

6. Claims for defects shall not exist due to defects caused by improper assembly, commissioning, use, handling, storage, maintenance, repair, repair or modification of the delivery item by the customer or third parties or due to natural wear and tear of the delivery item, use of unsuitable operating materials or other circumstances for which the customer or third parties are responsible. We assume no responsibility for the suitability of the delivery item for use and installation in a system or for the interfaces to this system. In the case of prototypes, our responsibility for the design and development result ends with the release for production.

7. Place of performance of the supplementary performance is the place of performance of our main performance obligation. However, we are entitled to carry out the subsequent performance at the respective location of the item.

VIII. Statute of Limitations

1. All claims for defects of the customer shall become statute-barred one year after the passing of risk. A subsequent performance has no influence on the limitation period. For intentional, grossly negligent or fraudulent conduct, as well as for claims under the Product Liability Act or for claims

in the case of an item that is used for a building in accordance with its customary use, the statutory periods shall apply. The statutory periods shall also apply in the event of culpable injury to life, limb or health.

IX. Liability

1. We are liable in case of intent and gross negligence. We shall also be liable for defects that were fraudulently concealed or whose absence was guaranteed, as well as in the event of culpable injury to life, limb, health or a material contractual obligation. Material contractual obligations are contractual obligations the fulfillment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely.

2. Any mandatory statutory liability, in particular under the Product Liability Act, shall remain unaffected.

3. Otherwise, our liability – regardless of the legal grounds – is excluded. If we are liable for negligent breach of a material contractual obligation, our liability shall be limited to the typically foreseeable damage.

4. We do not accept lump sums for damages, unless these are provided for by law.

X. Release from liability

1. Insofar as third parties should assert claims against us and we have not acted with intent or gross negligence, have fraudulently concealed defects or have guaranteed their absence, as well as in cases of culpable injury to life, limb, health or a material contractual obligation, the customer shall indemnify us against these claims including any costs.

XI. Right to refuse performance

1. We may refuse performance if and to the extent that performance becomes unreasonable for us due to circumstances for which we are not responsible. Unreasonable performance of the service shall be deemed to exist in particular if we would have to perform the service in a country for which the Foreign Office of the Federal Republic of Germany has issued a travel warning or safety instructions corresponding to a travel warning.

XII. Commissioning of third parties

1. Unless the circumstances of the individual case indicate otherwise, we shall be entitled to commission third parties with the performance of our contractually owed services.

XIII. Place of Performance, Jurisdiction, Applicable Law, Miscellaneous

1. Place of performance is the registered office of our company. This place is also the exclusive place of jurisdiction for all disputes arising from the business relationship. However, we shall also be entitled to take legal action at the customer’s place of business. Our relations with the customer shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2. Should one or more of the above clauses be invalid or void, this shall not affect the validity of the remaining provisions.