General Terms and Conditions

Terms of sale and delivery

1. general information

1.1
Our General Terms and Conditions apply exclusively. All offers, deliveries and services are subject to these General Terms and Conditions. Any terms and conditions of the customer that conflict with or deviate from these General Terms and Conditions shall not be recognised. Terms and conditions of our customers shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute agreement with the validity of those terms and conditions. Our General Terms and Conditions shall apply to all business transactions with the customer, including all future transactions, even if they are not expressly agreed again.

2. offer and quotation and order confirmation, product characteristics, manufacturer's specifications, dimensions, weights, quality, drawings

Our offers are non-binding. Our declarations must be made in writing or in electronic form in accordance with §§ 126 a, 127 BGB. Declarations of any kind made by our employees orally, by telephone, by telex or by a representative as well as collateral agreements require our written or fully computerised confirmation expressly marked as such in order to be valid.

2.2

Offers and orders from the customer shall only be deemed to have been accepted if we have expressly declared this in writing or on the basis of a fully automated confirmation from us. Silence in response to an offer or an order from the customer does not constitute acceptance.

2.3

Our written or fully computerised order confirmation shall be decisive for the contract concluded with the customer. Objections to the order confirmation or the confirmation of ancillary agreements must be notified to us immediately, at the latest within 3 working days of receipt of our confirmation.

2.4

Our information in catalogues, price lists or order proposals on the subject of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or labelling of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.

2.5

Changes to bindingly agreed dimensions, weights and qualities at the customer's request are only possible if the customer makes the change request in good time so that the changes can still be taken into account in production.

2.6

In the event that the customer's requests for changes to orders that have already been confirmed are taken into account, we shall charge an additional flat-rate fee of € 40.00 net plus VAT.

2.7

We reserve the right of ownership or copyright to all offers and cost estimates submitted by us as well as drawings, plans, data sheets, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the customer. The customer may not make these items accessible to third parties, disclose them, use them himself or through third parties or reproduce them without our express prior written authorisation. At our request, the customer must return these items to us in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

3rd delivery

3.1
We always endeavour to meet delivery dates to the best of our ability. The delivery dates specified by us may be exceeded or fallen short of by 14 days for unavoidable reasons for which we are not responsible. In the event of a delay in delivery, the period of grace to be set by the customer may not be shorter than 20 working days.

3.2

If the customer does not fulfil contractual obligations - including obligations to cooperate or ancillary obligations (e.g. opening a letter of credit, providing domestic or foreign certificates, making an advance payment, etc.) in good time, we shall be entitled to extend or postpone our delivery periods and dates appropriately in accordance with the needs of our production process, without prejudice to our rights arising from the customer's default. Force majeure or other circumstances affecting us or one of our suppliers, such as strikes, lockouts, official orders, etc., which lead to delays in delivery, shall release us from the obligation to fulfil the contract on time for the duration of their existence.

3.3

We shall not be responsible for delays in delivery due to force majeure and due to events which make delivery considerably more difficult or impossible for us not only temporarily, such as strikes, lockouts, official orders, etc., even if they occur at our suppliers, even in the case of bindingly agreed delivery periods. Rather, they authorise us to postpone the delivery for the duration of the hindrance plus a reasonable start-up time.

3.4

An agreed delivery time shall be deemed to have been met if the delivery item has left our premises or the customer has been notified that it is ready for dispatch by the end of the agreed delivery time and the delivery item is not dispatched at the customer's request.

3.5

If we are unable to deliver ordered goods because one of our suppliers fails to fulfil its contractual delivery obligations, we shall be entitled to withdraw from the contract with the customer. In non-commercial transactions, however, this shall only apply if we have concluded a specific covering transaction with the supplier concerned, we are not responsible for the failure to deliver and the covering transaction was a congruent covering transaction.

3.6

If delivery by us has been agreed and transport costs are included in the final price, we shall only be liable for delivery at ground level behind the customer's first lockable door. Any additional delivery costs incurred (e.g: Transport in the stairwell, the use of a crane or the dismantling of the goods) will be invoiced separately to the customer. We accept no liability for transport-related damage to the customer's buildings or equipment, unless gross negligence can be proven.

3.7

Assembly work is not included in our delivery costs and, if assembly has been ordered, will be invoiced separately at cost.

4 Transfer of risk, despatch, acceptance

4.1

The means and route of transport shall be at our discretion, unless otherwise agreed. In this case, we shall determine the forwarding agent and/or the carrier. We also reserve the right to choose the dispatch route and the mode of dispatch. The customer shall bear any additional costs caused by special despatch requests of the customer.

4.2

The risk of destruction, loss or damage to the goods shall pass to the customer when the goods are handed over to the customer, the forwarding agent or the carrier, but at the latest when the goods leave our factory or warehouse. In the event of agreed collection of the goods by the customer, the risk shall pass to the customer when the goods are made available.

4.3

If the delivery of the goods is delayed for a reason for which the customer is responsible, we shall be entitled, but not obliged, to store the goods at the customer's expense and risk at our reasonable discretion, to take all measures deemed appropriate to preserve the goods and to invoice the goods. In this case, the risk shall pass to the customer from the date of readiness for delivery notified to the customer. The date of readiness for delivery notified to the customer shall be deemed to be the date of delivery to the customer. The same shall apply if goods notified as ready for despatch are not called off within 4 working days. The statutory provisions on default of acceptance shall remain unaffected.

4.4

If our deliveries and services are dispatched by a forwarding agent or carrier, the customer is obliged, in the event of recognisable defects, to draw up a protocol vis-à-vis the forwarding agent or carrier in order to safeguard legal rights, from which the exact defects can be seen and to have this signed by the forwarding agent or carrier. Furthermore, the customer is obliged to notify us immediately, enclosing a copy of the damage report.

4.5

If acceptance of our deliveries and services has been agreed or if the customer is obliged to accept them at our request, acceptance shall take place at our factory or warehouse. Acceptance must be carried out immediately after notification of readiness for acceptance. The customer shall bear the costs of acceptance. If special quality specifications or a special quality of our deliveries or services have been agreed or if our standard items or standard systems were to be processed with regard to special requirements of the customer, we shall be entitled but not obliged to demand acceptance of our deliveries and services from the customer. The customer is obliged to accept the goods and services upon request. If the customer is in default with the acceptance of our deliveries and services, we shall be entitled to the rights specified in Clause 4.3.

4.6

The delivery items shall be dispatched to the customer at the customer's expense, unless otherwise agreed. If insurance against transport risks is desired, the customer must inform us of this in good time. The costs of transport insurance shall be borne by the customer. The customer shall bear any additional costs caused by special despatch requests of the customer. Additional costs for a redirection of the goods for which the customer is responsible as well as additional storage costs shall also be borne by the customer.

4.7

The return of the packaging requires a special agreement, unless the return must take place due to mandatory statutory provisions or due to official regulations based on mandatory statutory provisions. Reimbursement/reimbursement of packaging costs to be borne by the customer shall require an express agreement. Unless otherwise agreed in writing, our goods are delivered packed in cardboard boxes. The costs of packaging shall be borne by the customer, unless otherwise agreed in writing. 5 Prices, proof of export, payments

5. prices, proof of export, payments

Unless expressly agreed otherwise, our prices are ex works plus domestic or foreign value added tax at the respective statutory rate.

5.2

Customs duties, consular costs, freight charges, insurance premiums, packaging costs and other costs associated with the fulfilment of the contract shall be invoiced separately to the customer. If, contrary to this, it has been agreed that such costs are included in the price, any increase in costs occurring after the conclusion of the contract will be charged to the customer.

5.3

In the case of deliveries and services within the EU, the customer must inform us of his respective VAT ID number, under which he carries out the purchase taxation within the EU, before executing an order. If a customer resident outside the Federal Republic of Germany or his authorised representative collects the goods and transports or dispatches them to countries outside the EU, the customer must provide us with proof of export that meets the requirements of the VAT law of the Federal Republic of Germany. If this proof is not provided within 30 days of delivery of the goods, the customer must pay the VAT on the invoice amount in accordance with the VAT rate applicable to deliveries within the Federal Republic of Germany.

5.4

Insofar as the agreed prices are based on our list prices and the delivery is to take place more than 4 months after conclusion of the contract, our list prices valid at the time of delivery shall apply. In the case of deliveries on call by the customer within the framework of continuing obligations, our list prices valid at the time of the customer's call shall apply.

5.5

Our invoices are payable within 14 days net, without deduction.

5.6

The customer shall only be entitled to withhold payments or offset them against counterclaims to the extent that his counterclaims are undisputed by us or have been recognised by declaratory judgement. The customer is only authorised to assign claims against us with our prior written consent.

5.7

If the customer is in arrears with the payment of an invoice or if we become aware of circumstances which are likely to cast serious doubt on the customer's creditworthiness, we shall be entitled to declare all outstanding claims against the customer due and payable immediately, irrespective of any payment terms granted and irrespective of the term of any bills of exchange accepted. Furthermore, we are authorised to withdraw from current contracts in whole or in part. We may make orders not yet executed dependent on advance payments or the provision of security. In this case, the costs of any security shall be borne by the customer.

6. reservation of title

6.1
Our goods shall remain our property until fulfilment of all claims, including future claims, in particular also the respective balance claims to which we are entitled against the customer within the scope of the business relationship. The assertion of the retention of title by us shall not be deemed a cancellation of the contract. When asserting our claim for surrender, the customer hereby irrevocably authorises us to take possession of the goods in our ownership and to enter the place where the goods are located for this purpose.

6.2

The handling and processing of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB, but without any obligation on our part. If our delivery items are processed with other goods not owned by us, we shall acquire co-ownership of the new item in the proportion resulting from the value ratio of the invoice value of the goods delivered by us and the processing value of the new item. The processed delivery item or our co-ownership share in the new item shall be deemed to be reserved goods within the meaning of the above Section 6.1. If our delivery items are combined and mixed with other goods not owned by us, we shall acquire co-ownership of the uniform item in proportion to the value of the mixed/combined items. If another of the co-processed or mixed items is to be regarded as the main item and is the property of the customer, the customer hereby transfers to us co-ownership corresponding to the value ratio of the mixed or combined items. Our co-ownership shall be deemed to be reserved goods within the meaning of the above Section 6.1.

6.3

The customer is authorised to sell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us the claims arising from the resale in the amount of the invoice value of the reserved goods. If the reserved goods are sold by the customer together with other goods not owned by us, the customer shall assign to us the claims arising from the resale in the ratio of the invoice value of our reserved goods to the invoice value of the other goods. In the event of the resale of goods in which we have co-ownership shares within the meaning of the above Clause 6.2, a part of the resale claim corresponding to our co-ownership share shall be assigned to us.

6.4

The assignments described in Section 6.3 above are made to secure all our existing and future claims arising from the business relationship with the customer. We undertake to release the securities to which we are entitled at the customer's request to the extent that the value of our securities exceeds the claims to be secured by more than 20%.

6.5

The customer is not authorised to assign claims from the resale of goods subject to retention of title to third parties. The transfer of claims from the resale of goods subject to retention of title to factoring companies requires our express prior written consent. The customer is not authorised to pledge or assign goods subject to retention of title as security as long as our retention of title exists. Once payment has been suspended, the customer is no longer authorised to resell goods subject to retention of title, even if they have been processed. In the event of seizure or other access by third parties to the goods subject to retention of title or to claims assigned to us from the resale of goods subject to retention of title, the customer must draw attention to our ownership of these goods and inform us immediately in writing.

6.6

At our request, the customer is obliged to inform his contractual partners of the assignment to us and to provide us with the information and documents required for collection. For our part, we are authorised at any time to inform the customer's contractual partners of the assignment. If the customer accepts payments or other covering funds from the resale of goods subject to retention of title before our claims to be secured have been satisfied in full, this shall be done on our behalf to the extent of the claims assigned to us. The customer shall act as our trustee with regard to the collection of these counter-values.

6.7

The customer also assigns to us the claims to secure our claims against him which arise against a third party through the connection of the delivery item with a property.

7. claims for defects

7.1

Recognisable defects in our deliveries and services, including the delivery of incorrect quantities or the delivery of goods other than those ordered, must be reported immediately in writing. Hidden defects must be reported immediately after their discovery.

7.2

We are not liable for the deterioration or destruction of the goods after the transfer of risk, unless the deterioration or destruction is due to a defect that already existed before the transfer of risk. We accept no liability for the consequences of improper handling of our goods after the transfer of risk. Furthermore, no warranty is assumed in the event of unsuitable or improper use, incorrect or negligent handling and/or storage and incorrect processing of the goods supplied by us. In the event of improper reworking by the customer or a third party, we shall also be exempt from liability for the resulting consequences. The customer shall have no warranty claims if defects are attributable to the customer's instructions or to other causes not covered by our terms of delivery and services. Warranty claims of the customer with regard to the suitability of our deliveries and services for a use not contractually stipulated or for a use deviating from the usual purpose of our deliveries and services shall also not exist.

7.3

In the event of complaints, the customer must immediately give us the opportunity to inspect the delivery complained about. Upon request, the rejected goods shall be made available to us at our expense. In the event of unjustified complaints, we shall be entitled to charge the customer with freight and handling costs as well as with the inspection costs at normal market prices.

7.4

In the event of a defect, we shall, at our discretion and taking into account the interests of the customer, provide subsequent fulfilment either by replacement delivery or by rectification of the defect. In the case of subsequent fulfilment by replacement delivery, if different materials or materials are delivered in separate packaging, only the defective individual quantity will be delivered, not the entire delivery. The defective individual delivery shall be returned step by step in exchange for a replacement delivery. 7.5 If the customer is entitled to recourse claims against us in accordance with § 478 BGB, these shall be limited to the statutory scope of the third-party warranty claims asserted against the customer. The customer is obliged to ward off such claims as far as possible.

8 General limitations of liability

8.1
Unless otherwise stipulated in these terms and conditions, we shall only be liable for damages for breach of contractual or non-contractual obligations, including breach of ancillary obligations or breach of obligations in the initiation of the contract, in the event of intent or gross negligence on the part of our legal representatives or vicarious agents and in the event of culpable breach of material contractual obligations (cardinal obligations).

8.2

In the event of culpable breach of cardinal obligations, we shall only be liable - except in cases of intent or gross negligence on the part of our legal representatives or vicarious agents - for the foreseeable damage typical of the contract.

8.3

The above limitations of liability shall not apply in the event of injury to life, limb or health or in the event of damage to privately used items in accordance with the Product Liability Act. Furthermore, the statutory liability regulation remains unaffected in the event of fraudulently concealed defects and in the event of a breach of a quality guarantee given by us.

8.4

All claims of the customer, on whatever legal grounds, shall become time-barred after one year, beginning with the statutory commencement of the limitation period. Excluded from this are warranty claims by consumers for defects in new goods supplied by us to consumers, which become time-barred two years after the start of the statutory limitation period. The statutory limitation periods shall apply to wilful or fraudulent behaviour and to claims under the Product Liability Act. The limitation period for all warranty claims is 5 years from the start of the statutory limitation period if the requirements of § 438 Para. 1 No. 2 or § 634 a Para. 1 No. 2 BGB are met.

9 Place of jurisdiction, applicable law

Our legal relationships with our customers are subject to the law of the Federal Republic of Germany to the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG).

9.2

For orders placed by merchants, legal entities under public law or special funds under public law, the place of fulfilment and jurisdiction shall be our registered office. However, we shall also be entitled to take legal action at the customer's general place of jurisdiction.

10. other

10.1

Amendments and additions to contracts and these terms and conditions must be made in writing to be effective. The cancellation of the written form requirement must also be made in writing.

10.2

Should a provision in these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to that intended by the parties. The same applies in the event of a loophole.

10.3

The data arising in connection with the business relationship is processed by computer and stored in files.

Status 2017