General conditions of Sale and Delivery

I. Confirmation of Order

1. Offers are without engagement unless a binding time-limit is expressly mentioned. In case of immediate delivery, the invoice serves simultaneously as a confirmation of order.

 

2. Placed orders only become binding with our written confirmation of order. The conditions below constitute an integral part of the purchase contract.

 

3. Deviations, other conditions or collateral agreements are only deemed to be binding if confirmed by us in writing.

 

 

II. Documentation

1. Information provided in catalogues and brochures, as well as the documentation appertaining to the offer and relevant order, such as illustrations, drawings, weights and measures, consumption and output figures and other data are without obligation unless otherwise expressly stipulated by us in writing.

 

2. In individual cases, we are entitled to carry out design modifications, and in case of raw material shortages, to use different materials.

 

3. We reserve title and copyright to quotations, drawings and other documentation; these must not be used for other purposes, reproduced or otherwise made accessible to third parties.
Neither do they represent an entitlement to reproduce individual parts.

 

4. Drawings and other documentation pertaining to offers must be returned immediately on request. If no order is placed, the documentation shall be returned without the necessity for such a request.

 

 

III. Prices, Packaging, Insurance

1. Goods shall be delivered and invoiced at the prices valid on the day of delivery. These are based on the labour and material costs applicable at that time. In case of an alteration of costs between submission of the offer and completion of the order, we reserve the right to make a price adjustment.

 

2. Unless otherwise agreed, prices are calculated ex works or ex manufacturer's works, exclusive of packaging, installation and commissioning. Packaging is charged at cost price an a non-return basis.

 

3. Unless otherwise expressly stipulated by the buyer, we insure the ordered goods against the customary transport risks, including breakage, at the expense of the buyer.

 

 

IV. Conditions of Payment

1. Within the Federal Republic of Germany: 10 days with a 2% cash discount or 30 days net from the date of invoice. For orders over EUR 25.000,--, the following conditions will apply, if not other agreed: 40% on confirmation of order, 50% on notification of readiness for shipment, 10% 30 days after the date of invoice.

 

2. Abroad: In accordance with the stipulations of the confirmation of order, or as agreed. If the goods are invoiced in any currency other than EUR, we are entitled to demand payment to be effected in such a way that the EUR equivalent according to the rate of exchange on the day of the confirmation of order is attained.

 

3. Payments must be effected on the due date to one of our paying agents without deductions, in particular free of postal and other charges. The date of the invoice or the date of notification of readiness for shipment is authoritative in determining the due date. For all types of payment, the day of performance is deemed to be the day on which we are able to dispose of the amount.

 

4. Payment must be made exclusively to us. Retention and offsetting are excluded.

 

5. If the due date is exceeded, we are entitled, without notification of default, to charge interest on arrears at a rate of 5% above the bank discount rate, reserving the right to take recourse to other legal remedies. We are additionally entitled to interrupt work and extend the delivery period accordingly.

 

6. Should it come to our notice after conclusion of the contract that the buyer's financial position is unfavourable, we are entitled to demand security for counter-performance. Should this not be forthcoming, we are entitled to resign from the contract either wholly or in part or to claim damages for non-performance.

 

7. In the case of credit transactions, the total outstanding amount shall fall due, together with the legal consequences stipulated in Paragraph IV, Point 5, of these conditions, should one of the instalments falling due after delivery not be paid within the specified time.

 

8. In case of delay in delivery, installation or commissioning for reasons for which we cannot be held responsible, payments must still be made by the dates specified by the original agreements.

 

 

V. Reservation of Title

1. The delivered item remains our property until payment in full of all our claims of whatever description arising as a result of the business connection, including ancillary claims. If retention of title in the country of the buyer is subject to special formal requirements or other conditions, the buyer is responsible for fulfilment of such requirements or conditions.

 

2. Claims against third parties arising for the buyer while the goods are still subject to retention of title as a result of possible resale, or the granting of usufructury rights with regard to the delivered item, shall be made over to us without the necessity for a particular declaration of assignment.

 

3. While it is still subject to retention of title, the buyer is obliged to insure the delivered item against damage by fire or water and against breakage. We are entitled to insure the delivered item at the expense of the buyer.

 

4. While it is still subject to retention of title, the buyer is not entitled to pledge the delivered item or to assign it by way of security. We must be immediately notified by the buyer in case of attachment, seizure or other disposal by third parties.

 

 

VI. Delivery Dates

1. All information regarding delivery dates is determined on the basis of the relevant circumstances - e.g. production capacity, employment situation, suppliers' delivery schedules. Should there be an alteration of these circumstances, we reserve the right to adjust delivery periods accordingly. The delivery period is deemed to begin on the day on which all commercial and technical preconditions to the execution of the contract have been clarified, any required approval has been granted and we are in possession of the agreed down payment. Partial deliveries are permissible. We regret that we are unable to recognise any default, damages or other claims, nor any right of rejection for delayed delivery. Modifications requested by the buyer may result in an extension of the delivery period.

 

2. If dispatch of the item to be delivered is delayed at the request of the buyer, or if the delivery is not called forward at the correct time, we are entitled, provided we are able to offer storage facilities, to charge the buyer storage costs at a rate of 0.5% of the invoiced amount for every month, with effect from the day on which the goods are ready for dispatch. We are also entitled, after specification and expiry of a reasonable time-limit, to otherwise dispose of the item to be delivered, and to supply the buyer after a reasonably extended period.

 

3. If delivery is delayed by unforeseen occurrences, e.g. force majeure, strikes, lock-outs, operational breakdowns, substandard production of important workpieces, sabotage, delay in the delivery of essential raw materials and components etc. to us or to our suppliers, a reasonable extension of the delivery will come into effect. Any right to rescind or any further-reaching claims on the part of the buyer for reasons of delayed delivery are excluded.

 

4. If delivery is delayed for reasons for which we can be deemed responsible, and if a reasonable period of grace is also not adhered to for reasons for which we are responsible, the buyer is entitled to withdraw from the contract. Any further-reaching claims are excluded. Adherence to the term of delivery is subject to fulfilment of the contractual obligations of the buyer.

 

 

VII. Passing of Risk

1. Risk is passed to the buyer by dispatch of the delivered item at the latest. This applies also to part deliveries or if we have undertaken to pay for delivery and installation.

 

2. If dispatch is delayed for reasons for which we cannot be held responsible, risk is passed to the buyer with notification of readiness for dispatch.

 

 

VIII. Installation

If Installation or commissioning has to be carried out, our installation conditions apply.

 

 

IX. Guarantee

For any defects in the delivery, including also the absence of warranted characteristics, as well as independent guarantee promises, we are liable as follows to the exclusion of any further-reaching claims:

 

1. All parts which become unserviceable within 12 months, (for equipment in continuous operation, within three months) calculated from the day of fulfilment, as a result of a circumstance occurring before the passing of risk for which we can be deemed responsible - due in particular to faulty design, defective material or bad workmanship - will be repaired or replaced, at our discretion, free of charge. We are to be informed immediately in writing of the discovery of any such defects. Parts which have been replaced become our property.

 

2. If dispatch, installation or commissioning are delayed for reasons for which we cannot be held responsible, liability lapses 12 months after the passing of risk at the latest.

 

3. We accept no liability for defects or damage caused as a result of natural wear, faulty or negligent handling, incorrect installation and/or commissioning by the buyer or by third parties, strain on the equipment contrary to regulations, use of unsuitable operating media, deficient building work on the part of the buyer, influences of the weather and other natural influences for which we cannot be held responsible. In case of production in accordance with drawings provided by the buyer, we are only liable for execution in accordance with the drawing provided. Parts which, for reasons of their material nature, or of their particular application, are subject to rapid wear, e.g. packing, seals, plastic parts, fillings of operating media etc., are excluded from liability for defects, as are all types of damage caused as a result of electric arcs, electron radiation, glass breakage etc.

 

4. For items not originating from our own production, our liability is restricted to the assignment of our liability claims against the relevant supplier.

 

5. The buyer is obliged allow us the necessary time and opportunity to execute any repairs and replacement deliveries which we consider necessary; failure to do so will serve to release us from liability for defects. Interference, modifications or repair work carried out by the buyer, or by third parties commissioned by him, without our express permission will serve to release us from liability for defects. The delivered item must be put out of action immediately if continued operation or further use can be expected to result in damage.

 

6. If a complaint is justified, we undertake to bear the costs for repair of the defective part or for production of a replacement part, at our discretion. In the case of repair or mounting work at the installation site, we undertake to bear the occurring labour costs. The buyer bears the travelling expenses and daily allowances payable in accordance with our scale of installation charges. For shipping and insurance costs for replacement parts, the regulation stipulated in Para. III of these conditions is applicable. Parts to be replaced must be sent to us free of charge.

 

7. The buyer's right to assert claims arising as a result of defects is limited to within three months of the due notification of a defect, and expires with termination of the guarantee period at the earliest.

 

8. For repair work or replacement deliveries, the stipulations governing delivery periods and guarantee apply accordingly, with the restriction that rights arising from the guarantee can only be asserted until the end of the guarantee period for the original delivered item.

 

9. Further-reaching claims, in particular claims to compensation for damages not occurring on the delivered item itself, are excluded.

 

10. No liability whatsoever is accepted by us if the buyer fails to meet, or delays in meeting, his obligations.

 

 

X. General Liability

We only undertake to accept liability for personal injury, damage to property or pecuniary damage for which we may be held responsible-irrespective of the legal grounds for assertion – to the extent to which the arising claims are met by our insurance cover. Liability for consequential damage, loss of profit and other indirect damage is excluded.

 

 

XI. Industrial Property Rights

Where no particular notification is made by us, according to our knowledge of the state of the art, the delivered item is free of third party industrial property rights. However, should the delivered item or a part of the delivered item violate an industrial property right, we undertake, within a reasonable period, and at our own discretion and expense, either to procure rights of continued use, or to replace the affected part by a version which does not violate industrial property rights, or to modify the delivered item or the relevant part in such a way that it no longer represents an infringement of a patent, or to withdraw from the contract.

 

We do not accept any further-reaching patent liability e.g. for techniques, applications and products. If the industrial property rights of third parties are violated as a result of drawings or information provided by the buyer, the buyer is deemed responsible for the infringement.

 

XII. Withdrawal or Reduction

1. If we are wholly or partly unable to fulfil our contractual obligations, the contractual partners are entitled to withdraw from the contract or from the relevant part of the contract. Any further-reaching claims are excluded.

 

2. If the inability to perform occurs during default of acceptance, or for reasons for which the buyer can be held responsible, the buyer continues to be obliged to counter-perform in full.

 

3. Should we have allowed a deadline for repair or replacement of faulty parts to expire, for reasons for which we may be deemed responsible, without carrying out the required work, the buyer is entitled to demand a reasonable reduction of the purchase price. Withdrawal from the contract, and assertion of further claims are excluded in cases of this nature.

 

 

XIII. Place of Performance, Jurisdiction, Applicable Law

1. The place of performance for all contractual services is Maintal.

 

2. The place of jurisdiction for all disputes concerning or arising out of the contract, also for actions arising out of bills and cheques, is Hanau. We are entitled to bring an action at the court with competence for the buyer.

 

3. Even in case of invalidity of individual points of the contract, the remaining clauses continue to be binding.

 

4. German law is applicable for all contractual agreements.