Gene­ral Terms of Sale and Sup­p­ly

1.) Area of appli­ca­bi­li­ty

1.1

The Gene­ral Terms of Sale and Sup­p­ly are appli­ca­ble in busi­ness rela­ti­ons with com­pa­nies.

1.2

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

2.1

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.

2.2

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.

2.3

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

3.1

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.

3.2

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.

3.3

In the event of a miss­ing indi­vi­du­al agree­ment, the pay­ment shall be made within 10 days upon receipt of the invoice.

3.4

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.

3.5

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.

3.6

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

4.1

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.

4.2

Deli­very peri­ods are sub­ject to chan­ge. Fixed dates must be express­ly con­firm­ed as such by us in wri­ting.

4.3

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.

4.4

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.

4.5

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.

4.6

We are per­mit­ted to make part deli­veries, if this accep­ta­ble to the cus­to­mer.

4.7

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.

4.8

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.

6.) Accep­tance

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

7.1

We reser­ve the title to the object of deli­very up until satis­fac­tion of all claims against the cli­ent ari­sing from the busi­ness rela­ti­onship.

7.2

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.

7.3

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.

8.) War­ran­ty

8.1

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.

8.2

The cli­ent may only demand sub­se­quent per­for­mance. We have the right to choo­se bet­ween rewor­king or repla­ce­ment deli­very.

8.3

If defects are dis­co­ver­ed, the­se shall be repor­ted at the latest 14 days after deli­very.

8.4

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.

8.5

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.

8.6

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.

8.7

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.

8.8

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.

9.) Lia­bi­li­ty

9.1

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.

9.2

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

11.1

Exclu­si­ve­ly the law of the Fede­ral Repu­blic of Ger­ma­ny appli­ca­ble to dome­stic con­trac­ting par­ties shall govern all legal rela­ti­ons bet­ween the cli­ent and us.

11.2

The place of juris­dic­tion is Back­nang.

Stand 01.04.2021

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