GeneÂral Terms of Sale and SupÂpÂly
1.) Area of appliÂcaÂbiÂliÂty
1.1
The GeneÂral Terms of Sale and SupÂpÂly are appliÂcaÂble in busiÂness relaÂtiÂons with comÂpaÂnies.
1.2
Our terms appÂly excluÂsiÂveÂly to all deliÂveries and serÂvices. We herÂeby object to any deviaÂting terms and conÂdiÂtiÂons of the cliÂent. Such shall not appÂly eitÂher if we do not expressÂly object to them once more upon receipt. DeviaÂtiÂons are perÂmisÂsiÂble soleÂly in the cases wheÂre we have given our writÂten agreeÂment.
2.) Offer and conÂcluÂsiÂon of the conÂtract
2.1
Our offers are subÂject to chanÂge. The docuÂments such as illusÂtraÂtiÂons, draÂwings, speÂciÂfiÂcaÂtiÂons of weight and dimenÂsiÂons appÂly mereÂly as approÂxiÂmaÂte values, unless they have been expressÂly referÂred to as being binÂding. We reserÂve proÂperÂty and copyÂrights on cost estiÂmaÂtes, draÂwings and other docuÂments. TheÂse must not be made accesÂsiÂble to third parÂties witÂhout our expliÂcit agreeÂment.
2.2
If an order can be deeÂmed an offer in accordance with Sec. 145 BGB [GerÂman Civil Code], we can accept it within two weeks. A conÂtract will becoÂme effecÂtiÂve only by our writÂten order conÂfirÂmaÂtiÂon. This shall also appÂly to conÂtracts broÂkeÂred by agents. ChanÂges and side agreeÂments requiÂre our writÂten conÂfirÂmaÂtiÂon.
2.3
If the cliÂent awards a conÂtract to us upon our cost estiÂmaÂte or tenÂder, we may reject it within two weeks from receipt.
3.) PriÂces and payÂment
3.1
Unless agreed otherÂwiÂse in wriÂting, priÂces appÂly ex-works witÂhout packÂaÂging and freight, respecÂtively, and plus the value added tax in the respecÂtively valid amount.
3.2
In the case of any mateÂriÂal and wage cost increaÂses occurÂring after the sigÂning of the conÂtract and up until the perÂforÂmance of the conÂtract, the conÂtracÂtuÂal partÂners shall have the right to request negoÂtiaÂtiÂons about an adjusÂtÂment of the priÂce. We shall inform the cliÂent of any serÂvices not expliÂcitÂly priÂced into our tenÂder, which we belieÂve are requiÂred for the perÂforÂmance of the conÂtract. TheÂse serÂvices and any work perÂforÂmed on the client’s request shall be paid sepaÂraÂteÂly. This appliÂes in parÂtiÂcuÂlar to all work ariÂsing in conÂnecÂtion with assemÂblies.
3.3
In the event of a missÂing indiÂviÂduÂal agreeÂment, the payÂment shall be made within 10 days upon receipt of the invoice.
3.4
If the cliÂent comes to be in default of payÂment, we shall be entitÂled to demand default inteÂrest in the staÂtuÂtoÂry amount. We reserÂve the right to claÂim furÂther damaÂges.
3.5
The cliÂent is not entitÂled to offÂset and assert rights of withÂholÂding for any counÂterÂclaims conÂtesÂted by us, which have not been estabÂlished as final and absoÂluÂte.
3.6
If the cliÂent comes to be in default of payÂment, we shall be entitÂled to call any other still outÂstanÂding invoices due for payÂment immeÂdiaÂteÂly.
4.) DeliÂvery, transÂfer of risk
4.1
The start of the deliÂvery periÂod indiÂcaÂted by us is preÂmiÂsed on the timeÂly and corÂrect fulÂfilmÂent of the client’s duties, in parÂtiÂcuÂlar its payÂment obliÂgaÂtiÂons. The defence of lack of perÂforÂmance of the conÂtract remains reserÂved.
4.2
DeliÂvery periÂods are subÂject to chanÂge. Fixed dates must be expressÂly conÂfirmÂed as such by us in wriÂting.
4.3
The deliÂvery periÂod will be deeÂmed adheÂred to if the proÂducts have been disÂpatched from the facÂtoÂry or the notiÂfiÂcaÂtiÂon of the reaÂdiÂness for shipÂment has been given by the end of the periÂod.
4.4
If the deliÂvery periÂod is missed due to force majeuÂre, labour conÂflicts or other events, which are outÂside of our conÂtrol, the deliÂvery periÂod shall be extenÂded approÂpriaÂteÂly. We shall inform the cliÂent immeÂdiaÂteÂly of the occurÂrence of the releÂvant event.
4.5
In case the conÂtracÂtualÂly agreed deliÂvery periÂod is exceeÂded, we shall be granÂted a grace periÂod of at least latest three weeks. The cliÂent shall be perÂmitÂted to withÂdraw from the conÂtract only if we have cauÂsed the delay and the grace periÂod set has pasÂsed unsucÂcessfulÂly.
4.6
We are perÂmitÂted to make part deliÂveries, if this accepÂtaÂble to the cusÂtoÂmer.
4.7
If the cliÂent is in delay of accepÂtance or culÂpaÂbÂly breaÂches other duties to coopeÂraÂte, we shall be entitÂled to request comÂpenÂsaÂtiÂon for any damaÂge resulÂting from this, incluÂding any addiÂtioÂnal cosÂts. We shall be entitÂled in addiÂtiÂon to put the equipÂment into stoÂrage at the client’s cost and risk.
4.8
The risk shall transÂfer to the cliÂent when the parts of the deliÂvery are disÂpatched from our facÂtoÂry, even when part deliÂveries are made or if we have addiÂtioÂnalÂly assuÂmed the perÂforÂmance of other serÂvices, e.g. shipÂment cosÂts or deliÂvery. If the shipÂment is delayÂed due to cirÂcumÂsÂtances within the client’s responÂsiÂbiÂliÂty, the risk shall transÂfer to the cliÂent on the date of the reaÂdiÂness for shipÂment.
5.) SamÂple mateÂriÂal
The oriÂgiÂnal mateÂriÂal requiÂred for caliÂbraÂtiÂon and testÂing shall be made available to us by the cliÂent free of charÂge and with freight cosÂts paid. If no samÂple parts for the testÂing of the plant can be proÂviÂded by the cliÂent, all addiÂtioÂnal cosÂts for modiÂfiÂcaÂtiÂon and reaÂching the funcÂtionÂal conÂdiÂtiÂon of the machiÂne shall be borÂne by the cliÂent.
6.) AccepÂtance
The accepÂtance of deliÂveries and serÂvices shall take place witÂhout delay upon the declared comÂpleÂtiÂon. This shall also appÂly to stand-aloÂne parÂtiÂal perÂforÂmanÂces or part deliÂveries. If the accepÂtance is delayÂed at none of our fault, the accepÂtance shall be deeÂmed made after the expiÂraÂtiÂon of two weeks from deliÂvery, wheÂreÂas at the latest on the comÂmisÂsioÂning of the equipÂment. Our liaÂbiÂliÂty for detecÂtaÂble defects shall expiÂre on accepÂtance, unless the cliÂent has reserÂved warÂranÂty rights for a cerÂtain defect.
7.) ReserÂvaÂtiÂon of title
7.1
We reserÂve the title to the object of deliÂvery up until satisÂfacÂtion of all claims against the cliÂent ariÂsing from the busiÂness relaÂtiÂonship.
7.2
In the event of the sale of the object of deliÂvery, the cliÂent herÂeby assigns its claÂim against its buyÂer resulÂting from the furÂther sale, incluÂding all colÂlaÂteÂral rights, to us by way of secuÂriÂty, witÂhout requiÂring any furÂther sepaÂraÂte declaÂraÂtiÂons. The assignÂment, howeÂver, shall appÂly only for the amount of priÂce of the object of deliÂvery that has been invoiÂced by us. The part of the claims assiÂgned to us shall be satisÂfied with prioÂriÂty.
7.3
PledÂging or transÂfer by way of secuÂriÂty is proÂhiÂbiÂted for the cliÂent during the periÂod in which the reserÂvaÂtiÂon of title appliÂes. In the event of attachÂments, seiÂzuÂres or other disÂpoÂsiÂtiÂons or interÂvenÂtiÂons made by third parÂties, the cliÂent shall inform us immeÂdiaÂteÂly. The furÂther sale of the object of deliÂvery is perÂmisÂsiÂble only to reselÂlers in the ordiÂnaÂry courÂse of busiÂness and on the conÂdiÂtiÂon that the counÂtervaÂlue of the object of deliÂvery is paid to the cliÂent. The cliÂent shall also agree with the buyÂer that the buyÂer will acquiÂre the title only once this payÂment has been made. In the event of breaÂches of duty by the cliÂent, espeÂciÂalÂly in case of payÂment delay, we shall also be entitÂled witÂhout setÂting a deadÂline to demand the surÂrenÂder of the object of deliÂvery and/or – if necesÂsaÂry, after setÂting a deadÂline – to withÂdraw from the conÂtract; the cliÂent shall be requiÂred to surÂrenÂder the object of deliÂvery. The request of surÂrenÂder of the object of deliÂvery shall not conÂstiÂtuÂte a declaÂraÂtiÂon of withÂdraÂwal by us, unless we declaÂre this expliÂcitÂly.
8.) WarÂranÂty
8.1
Claims of defect are not given in case of mereÂly minor deviaÂtiÂons from the agreed proÂperÂties and conÂdiÂtiÂon, or in case of mereÂly minor restÂricÂtions of the usaÂbiÂliÂty, or in case of natuÂral wear or tear, or damaÂges occurÂring after the transÂfer of risk in conÂseÂquence of improÂper or careÂless treÂatÂment, excesÂsiÂve use, unsuiÂtaÂble opeÂraÂting equipÂment, defecÂtiÂve conÂsÂtrucÂtion works, unsuiÂtaÂble builÂding ground, or due to speÂcial exterÂnal effects that are not conÂdiÂtiÂons accorÂding to the conÂtract.
8.2
The cliÂent may only demand subÂseÂquent perÂforÂmance. We have the right to chooÂse betÂween reworÂking or replaÂceÂment deliÂvery.
8.3
If defects are disÂcoÂverÂed, theÂse shall be reporÂted at the latest 14 days after deliÂvery.
8.4
The cliÂent shall give us the requiÂred time and opporÂtuÂniÂty to impleÂment all reworÂking appearing to be necesÂsaÂry and/or to perÂform subÂseÂquent deliÂveries. OtherÂwiÂse, we shall be exemptÂed from liaÂbiÂliÂty for any conÂseÂquenÂces resulÂting from this.
8.5
In the event of a jusÂtiÂfied claÂim of warÂranÂty, we shall bear the cosÂts requiÂred for recÂtiÂfiÂcaÂtiÂon of the defect, proÂviÂded this cauÂses no disÂproÂporÂtioÂnaÂte burÂden on us.
8.6
The cliÂent shall have a right to withÂdraw from the conÂtract within the limits of the legal reguÂlaÂtiÂons if we miss an approÂpriaÂte periÂod set to us for reworÂking or making a replaÂceÂment deliÂvery.
8.7
In the event of improÂper reworÂking by the cliÂent or a third parÂty, we shall have no liaÂbiÂliÂty for any conÂseÂquenÂces resulÂting from this. The same appliÂes to any chanÂges on the deliÂverÂed spaÂre replaÂceÂment parts made witÂhout our agreeÂment.
8.8
The warÂranÂty periÂod is 12 months for sinÂgle-shift opeÂraÂtiÂon and it will begin on accepÂtance or comÂmisÂsioÂning, wheÂreÂas at the latest one month after deliÂvery.
9.) LiaÂbiÂliÂty
9.1
DamaÂge comÂpenÂsaÂtiÂon claims of the cliÂent shall be excluded in cases of simpÂle negliÂgence. We shall not be liaÂble, in parÂtiÂcuÂlar, for any lost proÂfit cauÂsed by simpÂle negliÂgence or any other finanÂcial losÂses of the cliÂent.
9.2
We shall be liaÂble for damaÂges, which have not been cauÂsed directÂly on the item of deliÂvery itsÂelf – regardÂless of the legal reason – only in case of intent or gross negliÂgence for culÂpaÂble injuÂry to life, body or health, for defects we have frauÂduÂlentÂly conÂceaÂled, within the limits of a warÂranÂty proÂmiÂse or assumpÂtiÂon of a exerÂcise risk or in the case of defects on the item of deliÂvery, insoÂfar as liaÂbiÂliÂty for perÂsoÂnal injuÂry or proÂperÂty damaÂges on priÂvaÂteÂly used objects appliÂes purÂsuÂant to the ProÂduct LiaÂbiÂliÂty Act. In the event of a culÂpaÂble breach of essenÂtiÂal conÂtracÂtuÂal duties, we shall also be liaÂble for simpÂle negliÂgence, in case of the latÂter with limiÂtaÂtiÂon to the reasonÂabÂly preÂdicÂtaÂble damaÂge that is typiÂcal for the conÂtract.
10.) SoftÂware use
If softÂware is included in the scope of deliÂvery, the cliÂent shall receiÂve a simpÂle, non-transÂferÂraÂble and non-excluÂsiÂve right of use. Any sale of the right to use the softÂware by the cliÂent is geneÂralÂly excluded. The ownerÂship of the softÂware shall not transÂfer to the cliÂent. The softÂware shall be transÂferÂred for use on the item of deliÂvery intenÂded for this purÂpoÂse and it may only be used on one sysÂtem. We reserÂve the copyÂrights on the softÂware. If the softÂware included in our scope of deliÂvery is not such on which we hold licenÂse and proÂperÂty rights, the geneÂral terms and conÂdiÂtiÂons of the softÂware suppliers/property rightsÂholÂders shall also be obserÂved. The cliÂent may reproÂduÂce, reviÂse or transÂlaÂte the softÂware only within the legalÂly perÂmisÂsiÂble scope. All other rights to the softÂware shall remain with us or the softÂware supplier/property rightsÂholÂder.
11.) Place of jurisÂdicÂtion
11.1
ExcluÂsiÂveÂly the law of the FedeÂral RepuÂblic of GerÂmaÂny appliÂcaÂble to domeÂstic conÂtracÂting parÂties shall govern all legal relaÂtiÂons betÂween the cliÂent and us.
11.2
The place of jurisÂdicÂtion is BackÂnang.
Stand 01.04.2021