General Terms of Sale and Supply
1.) Area of applicability
The General Terms of Sale and Supply are applicable in business relations with companies.
Our terms apply exclusively to all deliveries and services. We hereby object to any deviating terms and conditions of the client. Such shall not apply either if we do not expressly object to them once more upon receipt. Deviations are permissible solely in the cases where we have given our written agreement.
2.) Offer and conclusion of the contract
Our offers are subject to change. The documents such as illustrations, drawings, specifications of weight and dimensions apply merely as approximate values, unless they have been expressly referred to as being binding. We reserve property and copyrights on cost estimates, drawings and other documents. These must not be made accessible to third parties without our explicit agreement.
If an order can be deemed an offer in accordance with Sec. 145 BGB [German Civil Code], we can accept it within two weeks. A contract will become effective only by our written order confirmation. This shall also apply to contracts brokered by agents. Changes and side agreements require our written confirmation.
If the client awards a contract to us upon our cost estimate or tender, we may reject it within two weeks from receipt.
3.) Prices and payment
Unless agreed otherwise in writing, prices apply ex-works without packaging and freight, respectively, and plus the value added tax in the respectively valid amount.
In the case of any material and wage cost increases occurring after the signing of the contract and up until the performance of the contract, the contractual partners shall have the right to request negotiations about an adjustment of the price. We shall inform the client of any services not explicitly priced into our tender, which we believe are required for the performance of the contract. These services and any work performed on the client’s request shall be paid separately. This applies in particular to all work arising in connection with assemblies.
In the event of a missing individual agreement, the payment shall be made within 10 days upon receipt of the invoice.
If the client comes to be in default of payment, we shall be entitled to demand default interest in the statutory amount. We reserve the right to claim further damages.
The client is not entitled to offset and assert rights of withholding for any counterclaims contested by us, which have not been established as final and absolute.
If the client comes to be in default of payment, we shall be entitled to call any other still outstanding invoices due for payment immediately.
4.) Delivery, transfer of risk
The start of the delivery period indicated by us is premised on the timely and correct fulfilment of the client’s duties, in particular its payment obligations. The defence of lack of performance of the contract remains reserved.
Delivery periods are subject to change. Fixed dates must be expressly confirmed as such by us in writing.
The delivery period will be deemed adhered to if the products have been dispatched from the factory or the notification of the readiness for shipment has been given by the end of the period.
If the delivery period is missed due to force majeure, labour conflicts or other events, which are outside of our control, the delivery period shall be extended appropriately. We shall inform the client immediately of the occurrence of the relevant event.
In case the contractually agreed delivery period is exceeded, we shall be granted a grace period of at least latest three weeks. The client shall be permitted to withdraw from the contract only if we have caused the delay and the grace period set has passed unsuccessfully.
We are permitted to make part deliveries, if this acceptable to the customer.
If the client is in delay of acceptance or culpably breaches other duties to cooperate, we shall be entitled to request compensation for any damage resulting from this, including any additional costs. We shall be entitled in addition to put the equipment into storage at the client’s cost and risk.
The risk shall transfer to the client when the parts of the delivery are dispatched from our factory, even when part deliveries are made or if we have additionally assumed the performance of other services, e.g. shipment costs or delivery. If the shipment is delayed due to circumstances within the client’s responsibility, the risk shall transfer to the client on the date of the readiness for shipment.
5.) Sample material
The original material required for calibration and testing shall be made available to us by the client free of charge and with freight costs paid. If no sample parts for the testing of the plant can be provided by the client, all additional costs for modification and reaching the functional condition of the machine shall be borne by the client.
The acceptance of deliveries and services shall take place without delay upon the declared completion. This shall also apply to stand-alone partial performances or part deliveries. If the acceptance is delayed at none of our fault, the acceptance shall be deemed made after the expiration of two weeks from delivery, whereas at the latest on the commissioning of the equipment. Our liability for detectable defects shall expire on acceptance, unless the client has reserved warranty rights for a certain defect.
7.) Reservation of title
We reserve the title to the object of delivery up until satisfaction of all claims against the client arising from the business relationship.
In the event of the sale of the object of delivery, the client hereby assigns its claim against its buyer resulting from the further sale, including all collateral rights, to us by way of security, without requiring any further separate declarations. The assignment, however, shall apply only for the amount of price of the object of delivery that has been invoiced by us. The part of the claims assigned to us shall be satisfied with priority.
Pledging or transfer by way of security is prohibited for the client during the period in which the reservation of title applies. In the event of attachments, seizures or other dispositions or interventions made by third parties, the client shall inform us immediately. The further sale of the object of delivery is permissible only to resellers in the ordinary course of business and on the condition that the countervalue of the object of delivery is paid to the client. The client shall also agree with the buyer that the buyer will acquire the title only once this payment has been made. In the event of breaches of duty by the client, especially in case of payment delay, we shall also be entitled without setting a deadline to demand the surrender of the object of delivery and/or – if necessary, after setting a deadline – to withdraw from the contract; the client shall be required to surrender the object of delivery. The request of surrender of the object of delivery shall not constitute a declaration of withdrawal by us, unless we declare this explicitly.
Claims of defect are not given in case of merely minor deviations from the agreed properties and condition, or in case of merely minor restrictions of the usability, or in case of natural wear or tear, or damages occurring after the transfer of risk in consequence of improper or careless treatment, excessive use, unsuitable operating equipment, defective construction works, unsuitable building ground, or due to special external effects that are not conditions according to the contract.
The client may only demand subsequent performance. We have the right to choose between reworking or replacement delivery.
If defects are discovered, these shall be reported at the latest 14 days after delivery.
The client shall give us the required time and opportunity to implement all reworking appearing to be necessary and/or to perform subsequent deliveries. Otherwise, we shall be exempted from liability for any consequences resulting from this.
In the event of a justified claim of warranty, we shall bear the costs required for rectification of the defect, provided this causes no disproportionate burden on us.
The client shall have a right to withdraw from the contract within the limits of the legal regulations if we miss an appropriate period set to us for reworking or making a replacement delivery.
In the event of improper reworking by the client or a third party, we shall have no liability for any consequences resulting from this. The same applies to any changes on the delivered spare replacement parts made without our agreement.
The warranty period is 12 months for single-shift operation and it will begin on acceptance or commissioning, whereas at the latest one month after delivery.
Damage compensation claims of the client shall be excluded in cases of simple negligence. We shall not be liable, in particular, for any lost profit caused by simple negligence or any other financial losses of the client.
We shall be liable for damages, which have not been caused directly on the item of delivery itself – regardless of the legal reason – only in case of intent or gross negligence for culpable injury to life, body or health, for defects we have fraudulently concealed, within the limits of a warranty promise or assumption of a exercise risk or in the case of defects on the item of delivery, insofar as liability for personal injury or property damages on privately used objects applies pursuant to the Product Liability Act. In the event of a culpable breach of essential contractual duties, we shall also be liable for simple negligence, in case of the latter with limitation to the reasonably predictable damage that is typical for the contract.
10.) Software use
If software is included in the scope of delivery, the client shall receive a simple, non-transferrable and non-exclusive right of use. Any sale of the right to use the software by the client is generally excluded. The ownership of the software shall not transfer to the client. The software shall be transferred for use on the item of delivery intended for this purpose and it may only be used on one system. We reserve the copyrights on the software. If the software included in our scope of delivery is not such on which we hold license and property rights, the general terms and conditions of the software suppliers/property rightsholders shall also be observed. The client may reproduce, revise or translate the software only within the legally permissible scope. All other rights to the software shall remain with us or the software supplier/property rightsholder.
11.) Place of jurisdiction
Exclusively the law of the Federal Republic of Germany applicable to domestic contracting parties shall govern all legal relations between the client and us.
The place of jurisdiction is Backnang.