Terms & Conditions

§1 General Provisions
(1) Our General Terms and Conditions in English shall apply with respect to all contracts with corporate entities, legal entities of public law and special fund entities of public administrative law for all sales activities except Germany and Italy.

 

(2) We do not acknowledge terms and conditions contradicting or deviating from these General Terms and conditions even if we do not expressly object to them or if we make reference to correspondence from our contract partner which contain references to their terms and conditions.

(3) All of our goods, services and offers are exclusively subject to these General Terms and Conditions, even if not expressly mentioned at the time of negotiation and shall obtain also with respect to all future business transactions even if they are not expressly and separately agreed to.

§2 Offer and Formation of Contract
(1) Our offers are non-binding unless otherwise agreed. Details of the information being supplied and visual representations thereof are merely descriptive and indicative in nature and shall only be contractually binding until confirmation. They do not release the purchaser at any time from testing and approvals to confirm the proposed and guaranteed properties as we have no influence on the application/ installation situation and the actually prevailing conditions and media.

§3 Submitted documents
(1) We reserve title and rights of intellectual property as to design drawings, samples, cost estimates and similar items of business property. They are at all times to be treated in strict confidence. They may not be made accessible to third parties without our consent unless we express our definitive approval.

(2) Where on the basis of our offer no order materializes us these documents are to be returned on request.

§4 Prices and terms of payment
(1) If nothing to the contrary has been expressly agreed in writing our prices are in EURO, ex works. The legal rate VAT as at the date the invoice is generated shall be added to the price. We shall bear the costs of appropriate and favorably priced standard packing; the purchaser shall bear the costs of any special packing and shipping unless it is necessary due to our fault. The costs of any goods in transit insurance or similar shall be borne by the purchaser. Where partial deliveries are effected, each individual delivery may be invoiced separately.

(2) The delivery quantity can at any time, unless otherwise agreed, be +/- 10% of the order.

(3) Unless otherwise agreed, our prices shall be affected within 30 days, strictly net. Any discount is only accepted in combination with a special written contract/agreement.

(4) Changes as to the basis of our price calculations (e.g. increases in price of raw materials) shall entitle us to adjust the price accordingly if the date of delivery is 3 months or more from the date the contracts was concluded.

(5) If no prices are agreed at the time the contract is concluded, our applicable prices as at the date of delivery shall govern.

(6) If the purchaser falls into arrears in payment, we shall be entitled to apply delay interest at a rate of 8 percentage points over the base rate of interest. We shall be entitled to require advance payment for further deliveries. Further statutory or contractual claims remain reserved.

§5 Delivery period, impediments to delivery
(1) The delivery period shall begin to run as from the time of dispatch of the order confirmation, but not before all documents, licenses, approvals required to be obtained by the purchaser have been delivered to us.
(2) If the goods for delivery leave our works prior to or at the end of the delivery period, or if we give notice of our readiness to ship, the delivery period is deemed to have been complied with.
(3) Where unforeseen impediments arise lying outside the scope of our intent and which we cannot avoid despite having exercised all due care under the circumstances of the case – irrespective of
whether such impediments occur with respect to us or with respect to a subcontractor – such as force majeure (e.g. war, fire and natural disaster), delays in the supply of major raw materials, etc., we shall be entitled to rescind the supply contract in whole or in part or to extend the period of delivery for a period equal to that of the duration of the impediment. We shall inform our customers circumstances without delay.

§6 Transfer of risk upon shipment
(1) If the goods are shipped to the customer the risk of accidental loss or accidental damage is transferred to the customer at the moment of dispatch. This applies regardless of whether shipment is made from the place of performance or regardless of who bears the freight costs.

§7 Reservation of title
(1) We reserve title to all goods supplied by us until such time as the purchaser has paid all liabilities to us from the contractual relationship, both present and future. Where the purchaser is in breach of any contract term we shall be entitled to retake the goods.
(2) As long as the ownership has not been transferred, the purchaser is obliged to treat the goods with care (in particular to store the same in a proper manner and conforming to standards). Prior to the transfer of ownership, the Buyer must promptly notify us in writing if the goods are attached or subject to another type of seizure by a third party.
(3) We shall be entitled - after granting an appropriate grace period - to rescind the contract and to demand the return of the goods. The mere retaking of the goods shall not be equated with a rescission of the contract unless a reasonable period set by us for performance has expired unavailingly and we have expressly declared the rescission. The costs (particularly costs of shipment) we incur as a result of retaking the goods shall be for the account of the purchaser.
(4) The reservation of title shall also extend to all products produced by processing or transforming our goods as at the full value thereof. If the ownership rights of third parties continue to exist where our goods are processed or transformed together with the goods of third parties, the purchaser grants to us co-ownership as to those goods at a ratio of the objective values of such goods; we furthermore hereby agree in advance that the purchaser shall in such cases keep and maintain the goods for us with due care.
(5) We shall also be entitled to prohibit the purchaser from reselling or processing, blending or commingling the goods supplied subject to our reservation to title and to cancel the bank debit authority

§8 Liability for defects as to goods or title
(1) We shall bear liability as set forth hereinafter for defects in delivery; to the extent the purchaser is a merchant, however, only in cases where the inspection and notification obligations from the Commercial Code are complied with.
(2) Complaints about defects or objections of any kind are to be notified to us at our premises immediately, at the latest after 10 workdays after having received the goods. Prior to any return shipment we need to express written permission.
(3) Claim for defect shall be prescribed one year after delivery of the purchased goods, to the extent we are not found to have acted intentionally and to the extent no damage to life, limb or health has occurred.
(4) Warranty rights shall not arise solely in the case of insubstantial deviation from the agreed quality for damages due to the following: incorrect or improper use, defective assembly by the purchaser or third parties, normal wear and tear, defective or negligent handling, unsuitable operating equipment, chemical, electrochemical or other forces to the extent we do not bear fault for them, improper repairs and repairs not previously approved by us, performed by the purchaser or third parties.
(5) To the extent there is a defect as to the goods purchased, we are entitled, a tour option, to remedy the defect or to deliver non-defective goods (subsequent performance). We must always get first the opportunity of subsequent fulfillment within a reasonable period. Recourse claims shall remain unaffected by the above regulation without restriction.
(6) If the subsequent performance referred to in section 1 hereof should prove impossible or should fail, the purchaser shall have the option either to abate the purchase price accordingly or to rescind the contract pursuant to the provisions of applicable law; this shall apply particularly with respect to delay or refusal to effect subsequent performance for which we bear fault, as well as when subsequent performance fails for a secondtime.
(7) Claims of the purchaser derived from the expenses required to satisfy subsequent obligations, in particular, transport, in-transit, work and material costs are ruled out in as far as the expenses increase because the subject of the consignment was taken subsequently to a place other than the branch of the purchaser, unless such transport corresponds to the designated contractual use.
(8) The statutory claims under right of recourse by the customer against us only exist to the extent that the customer has not made any agreement with his customer, which goes beyond the statutory claims for defects.
(9) Any further claims of the purchaser, irrespective of the legal basis thereof, are excluded. This shall apply, in particular, as to claims arising from damage other than to the purchased goods as well as for claims for lost profits; this also includes claims which do not arise from the defectiveness of the purchased goods.
(10) We shall bear liability under the provision of applicable law to the extent we or our vicarious agents or representatives either intentionally or through gross negligence breach or obligation; the provisions of applicable law shall also be imposed if we breach a material obligation of the contract (a cardinal obligation). To the extent we have not been found to have done so intentionally, our remaining liability shall be limited to such damages as are foreseeable and typical for the contract.
We shall also bear liability pursuant to the provisions of applicable law if a claim of liability for damage to life, lib or health is raised against us, as well as if claims are made against us under the Product Liability Act.
(11) Warranties and guarantees are not validly given unless they are given expressly and in writing.

§9 Further provisions
(1) All agreements which are concluded between the parties for the purpose of the execution of this Agreement shall be set out in this Agreement in writing.
If individual provisions of these General Terms and Conditions should be partially or wholly invalid or void, the remaining provisions hereof shall remain unaffected thereby. The parties covenant to consent to a contractual arrangement by which the economic object and purpose of the invalid or void provision shall be achieved to a reasonable extend.