1. Scope of Application
These General Terms and Conditions shall apply exclusively to all offers, sales, and deliveries of the Supplier.
Purchasing conditions of the Customer or deviating agreements shall only apply if they have been expressly acknowledged and confirmed in writing by the Supplier as an addition to these terms.
In the case of an ongoing business relationship, the Supplier’s General Terms and Conditions in their respective valid version shall also become part of the contract even if no explicit reference is made to them in individual cases.
2. Offers
All offers are non-binding.
The content and scope of offers are determined exclusively by the respective type description.
Documents belonging to the offer, such as illustrations, drawings, weight and dimension specifications, shall be considered approximate values only, unless they are expressly designated as binding.
The Supplier retains all ownership rights, copyrights, industrial property rights, and know-how relating to all offer documents and drawings.
These documents may only be made accessible to third parties with the Supplier’s consent and may only be used by the recipient of the offer in accordance with the contract.
3. Order Confirmation
Orders, agreements, guarantees, and similar declarations, including those made by representatives or other employees of the Supplier, shall only become legally effective upon written confirmation by the Supplier.
The Supplier shall not be liable for errors resulting from documents provided by the Customer (e.g. drawings) or from inaccurate or oral information.
If the Supplier delivers individual parts and the general contractor assembles these parts into a complete system, the Supplier’s liability shall be limited to the individual parts supplied and shall not extend to the functionality of the complete system.
4. Delivery Periods
The delivery period shall commence upon dispatch of the order confirmation, but not before all details of execution have been clarified, all documents, approvals, and releases to be provided by the Customer have been submitted, and the agreed payment has been received, as well as any other individually agreed prerequisites for smooth order processing have been fulfilled.
The delivery period shall be deemed met if, by its expiry, the delivery item has left the Supplier’s works or readiness for dispatch has been notified.
If the Supplier is prevented from fulfilling its obligations due to unforeseeable and/or unusual circumstances which could not be avoided despite reasonable care, the delivery period shall be extended accordingly, provided that delivery or performance does not become impossible.
It is irrelevant whether the disruption occurred at the Supplier’s works or at a subcontractor’s premises.
Such disruptions include, for example, governmental sanctions or interventions, delays in the delivery of supplier parts, and operational disruptions of any kind.
The Supplier may only invoke these circumstances if the Customer has been notified without undue delay.
These provisions shall also apply accordingly in cases of strike and/or lockout.
If delays attributable to the Supplier occur and the Customer suffers a demonstrable loss as a result, the Customer may claim delay compensation to the exclusion of further claims, amounting to 0.5% per completed week of delay, but not exceeding a total of 5% of the value of that part of the total delivery which cannot be used in time or in accordance with the contract due to the delay.
This liability limitation shall also apply to claims for damages in cases where the Customer grants the Supplier a reasonable deadline for performance or subsequent performance with the express declaration that acceptance of the performance will be refused after expiry of the deadline, and the Supplier fails to meet such deadline.
Rights of withdrawal of the Customer shall remain unaffected.
If dispatch is delayed for reasons attributable to the Customer, storage costs shall be charged starting 10 days after notification of readiness for dispatch, at a minimum of 0.5% of the invoice amount per month for storage at the Supplier’s works.
The Supplier shall be entitled, after setting and expiry of a reasonable deadline, to otherwise dispose of the delivery item and to supply the Customer within an appropriately extended period with the originally ordered or a similar item.
5. Dispatch, Transfer of Risk, and Acceptance
Risk shall pass to the Customer, even in the case of partial deliveries, at the latest upon dispatch or collection of the delivery items, even if the Supplier has assumed additional services such as shipping costs, transport, or installation.
If dispatch is delayed due to circumstances not attributable to the Supplier, risk shall pass to the Customer as of the date of notification of readiness for dispatch.
At the Customer’s request and expense, the Supplier shall arrange insurance coverage as requested by the Customer.
Delivered items must be accepted by the Customer even if they show minor defects, without prejudice to warranty claims.
Partial deliveries are permissible.
Unless otherwise agreed, packaging shall be arranged by the Supplier and shall constitute transport packaging.
The place of performance for the return of transport packaging shall be the Supplier’s registered office.
The Customer shall bear the costs of return and any costs incurred by the Supplier in connection with the return.
6. Warranty
Warranty is conditional upon timely fulfillment of all payment obligations and other contractual obligations by the Customer, in particular the performance of required inspections and maintenance by the Supplier’s qualified personnel, where agreed.
A defect shall only be deemed to exist if there is a material deviation from the agreed condition or usability for the contractually intended purpose.
Parts found to be defective within six months (three months in multi-shift operation) after commissioning due to circumstances existing prior to the transfer of risk shall, at the Supplier’s discretion, be repaired or replaced free of charge.
Replaced parts shall become the property of the Supplier.
For essential third-party products, the Supplier’s liability shall be limited to the assignment of warranty claims against the manufacturer.
No liability shall be assumed for parts subject to natural wear and tear.
Warranty shall not apply to damage caused by improper use, incorrect installation, faulty commissioning by the Customer or third parties, natural wear, negligent handling, unsuitable operating materials, faulty construction work, unsuitable building ground, or chemical, electrochemical, or electrical influences not attributable to the Supplier.
7. Liability
The Supplier shall bear the direct costs of rectification or replacement, provided the complaint is justified.
All other costs shall be borne by the Customer.
Warranty claims shall be void if the Customer or third parties carry out modifications or repairs without prior consent of the Supplier.
The warranty period for repaired or replaced items shall be six months, but shall not extend beyond the original warranty period.
8. CE Marking
The Supplier’s machines are designed and manufactured in compliance with the relevant essential health and safety requirements of applicable EU directives.
After fulfillment of all requirements, an EC Declaration of Conformity shall be issued and the CE marking applied.
Any unauthorized modification shall render the Declaration of Conformity invalid.
9. Other Claims for Damages
Claims for damages shall only exist in cases of mandatory liability, including product liability, injury to life, body, or health, intent, gross negligence, breach of cardinal obligations, fraudulent concealment of defects, or assumption of guarantees.
Liability for breach of cardinal obligations shall be limited to foreseeable, typical contractual damage.
Claims for damages shall become time-barred after 12 months, except where statutory limitation periods apply.
10. Prices and Payment
Prices are ex works unless otherwise agreed and exclude statutory VAT.
Additional costs such as packaging, transport, insurance, customs duties, and installation shall be charged separately.
Unless otherwise agreed, payment shall be made within 8 days of the invoice date as follows:
- 1/3 down payment upon order confirmation
- 1/3 upon notification of readiness for dispatch of main components
- balance within one month thereafter
Late payments shall bear interest at 8% above the base interest rate.
11. Retention of Title
The Supplier retains ownership of the delivery item until full settlement of all claims arising from the contract.
The Customer shall not pledge, assign, or dispose of the delivery item prior to full payment.
In the event of resale, claims arising therefrom shall be assigned to the Supplier.
12. Place of Performance, Applicable Law, and Jurisdiction
Place of performance for delivery and payment shall be the Supplier’s registered office.
German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction shall be the Supplier’s registered office.
The Supplier may also bring actions at the Customer’s place of jurisdiction.
13. Final Provisions
Amendments and supplements require written confirmation by the Supplier.
Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.