1. These delivery and payment conditions are based largely on the VDMA conditions registered with the Federal Cartel Office with file number B 2-320000 BO-80/93.
2. All of our deliveries and services are carried out exclusively according to the following conditions, unless otherwise agreed upon in writing. The purchasing conditions of the customer are herewith rejected. With the receipt of our goods, at the latest, these delivery and payment conditions are considered as being accepted.
1. Contracts and other agreements shall first become effective upon our written confirmation.
2. Any documents that are part of the offer, such as illustrations, drawings, weights and measurements are only approximate, unless specifically identified as binding. We retain all property rights and copyright for the drawings and other documents. They must not be provided to third parties. We are obliged to make any plans marked by the customer as confidential available to third parties only with customer approval.
Prices shall apply ex works including loading at the factory, however excluding packaging. Value Added Tax shall be added to the prices at the valid rate when the invoice is issued.
1. Unless otherwise agreed upon, the following payment conditions shall apply, net without deductions. Used machines require prepayment or, with an appropriate agreement, a bank guarantee.
2. Invoices for services and spare parts shall be paid within 30 days without deductions.
3. In the case of late payments, interest and commissions will be calculated from the due date according to the respective bank rates for overdrafts, with a minimum interest of 3% above the respective discount rate of the German Central Bank.
4. All of our receivables shall be due immediately, regardless of the maturity of the discounted and credited bills, if the terms of payment are not adhered to or we become aware of circumstances that are suitable for reducing the creditworthiness of the customer. In that case we are also entitled to make outstanding deliveries only against payment in advance. If the customer defaults on payment, we are furthermore entitled to rescind the contract or to demand damages for non-fulfilment. We can also prohibit the resale or installation of the delivered goods and demand their return or transfer of the indirect ownership of the supplied goods at the customer's cost and revoke the authorisation to collect according to paragraph 8.7. The customer hereby authorises us to enter his premises in such cases and to remove the delivered goods. This removal shall not be considered as withdrawal from the contract.
5. The withholding of payments or offsetting of any amounts due to customer counterclaims contested by us is not permitted.
1. The delivery time starts with the date of the order confirmation, but not prior to receiving the documents, authorisations and approvals to be obtained by the customer or prior to receipt of the agreed upon advance payment.
2. Any subsequent changes to the order shall entitle us to reasonably postpone the delivery time.
3. The delivery time is complied with if, by the deadline, the delivery item has left our factory or the customer has been informed that the goods are ready for dispatch.
4. Events of force majeure shall entitle us to postpone the delivery for the duration of the hindrance plus a reasonable start-up period. Force majeure shall be equivalent to all circumstances that make delivery more difficult or impossible, such as monetary and commercial policy or other sovereign measures, strikes, lock-outs, operational disruptions (e.g. fire, shortages of raw materials or power) as well as obstruction of transport routes, regardless if these circumstances occur at our premises or those of a subcontractor. We shall also not be responsible in the case of the aforesaid circumstances even if they take place during an already existing delay. In important cases, we will inform the customer of the start and end of such hindrances as soon as possible.
5. If the customer sustains damage due to a delay for which we are responsible, he shall be entitled to claim compensation for the damages, with the exclusion of further claims. This amounts to 0.5% for every full week of delay, but shall not exceed 5% of the value of the part of the total delivery that cannot be used on time or in accordance with the contract due to the delay. 6. If the delivery is delayed for reasons for which the customer is responsible, he shall be charged a fee to cover the costs for storing the goods at our factory that is equal to 0.5% of the contract amount for every month after a period of one month after informing him that the goods are ready to be delivered. After setting an appropriate deadline and after this term has expired, we shall also be entitled to use the delivery item for other purposes, to supply the customer according to a reasonably extended deadline and to charge the prices applicable upon delivery. The right to claim further damages shall be reserved.
7. If the customer cancels the order or refuses acceptance due to reasons for which he is responsible, we shall be entitled, as long as we do not insist on fulfilment, to charge a cancellation fee of 10% of the order value instead of claiming damages due to non-performance without having to provide any further proof. In addition to the cancellation fee, the customer shall also be required to compensate for machine equipment built specifically for him, which will be made available to him upon request.
1. Goods ready for dispatch must be picked up without delay. Otherwise we shall be entitled to store the goods at our own discretion, and at the customer's cost and to consider them as delivered ex works.
2. Risk is transferred to the customer when the goods are handed over to the carrier or freight forwarder and at the latest when leaving our factory or warehouse. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall be transferred to the customer on the day the goods are ready for dispatch, however we shall be obligated to obtain insurance upon request of the customer, at the customer's expense.
3. In the case of transport damage, the customer shall immediately arrange to have a damage report prepared by the competent authorities.
4. The customer shall take delivery of the delivered goods, even if they have minor defects, regardless of the rights set forth in section 9.
5. Partial deliveries are permitted.
1. If an inspection has been agreed upon, it shall take place without delay at the supplier's factory after our notification that the goods are ready for inspection. The customer is responsible for the inspection costs.
2. If the inspection does not take place on time or not completely due to reasons for which the customer is responsible, we shall be entitled to report the goods as ready to be delivered, to deliver them without an inspection or to store them at the expense and risk of the customer. When the goods are dispatched or stored, they are considered as delivered in accordance to the contract in every respect.
1. All delivered goods remain our property (title retention goods) until all outstanding amounts have been paid, including any balance claims on current account that are owed to us for any reason. This shall also apply if payments are made for specially designated receivables.
2. In the event of processing, combining or mixing the title retention goods with other goods by the customer, we are entitled to co-ownership in the new production in the ratio of the invoice value of the reserved goods to the invoice value of the other goods that are used. Should our ownership be dissolved by combination or mixing, then the customer shall transfer to us at that point his legally entitled ownership rights for the new item or product to the level of the invoice value of the reserved goods and shall store them for us free of charge. The subsequently arising co-ownership rights shall be considered title retention goods pursuant to paragraph 8.1.
3. The customer may only sell the title retention goods in the normal course of its business and as long as he is not in default providing that he agreed upon retention of title with his customer and that the receivables arising from the resale pass to us in accordance with paragraphs 8.4 to 8.6. He shall not be authorised to dispose of the title retention goods in any other way.
4. Customer receivables resulting from the resale of the title retention goods shall be transferred to us at this point. They shall serve as a security in the same manner as the title retention goods.
5. If the title retention goods are sold together with other goods that were not sold by us, the assignment of the receivables shall only apply to the amount of the invoice value of the respective title retention goods that are sold by us. In the case of selling goods in which we have a co-ownership share according to paragraph 9.2, the assignment of the receivables shall apply in the amount of this co-ownership share.
6. If the customer uses the title retention goods in order to fulfil a work contract or contract for work and materials, the paragraphs 8.4 and 8.5 shall apply accordingly for the receivable arising from this contract.
7. The customer shall have the right to collect any receivables from the sale pursuant to paragraphs 8.3 and 8.6 until we revoke such right. We shall only exercise the right of revocation in the cases indicated in paragraph 4.4.
8. In no case shall the customer be entitled to transfer the receivables. Upon our request, he is obliged to immediately inform his customer about the assignment to us - providing that we do not do this ourselves - and to provide us with the information and documents required for collection.
9. If the value of the securities given to us exceeds the secured receivables by more than 25%, then we shall be obligated upon the request of the customer to release securities at our discretion.
10. The customer must inform us immediately of any garnishment or other infringement of our property rights by a third party.
11. The customer is obligated to insure the item supplied subject to retention of title against theft, breakage, fire, water or similar damage at his own cost.
12. Should the retention of title or the assignment be ineffective due to the jurisdiction in which the goods are located, an equivalent security for the retention of title or assignment in this location shall be deemed as agreed. If the customer's assistance is necessary, he shall undertake all measures required for establishing and maintaining such rights.
In the case of defects in delivered goods/services, including the lack of specifically promised features, we shall be liable under exclusion of further claims, without prejudice to paragraph 10.3, as follows:
1. According to our reasonable discretion, we shall either repair or re-deliver goods that are unusable or whose use is significantly impaired within a 6 month period from commissioning as a result of circumstances that occurred before the transfer of risk, especially due to faulty construction, bad materials or deficient design. We must be notified of the discovery of such defects in writing without delay. The replaced parts shall become our property. If dispatch, installation or commissioning shall be delayed for reasons for which we are not responsible, liability will expire at the latest 12 months after the transfer of risk. In the case of important third party products, our liability shall be limited to the assignment of liability claims to which we are entitled from the supplier of the third party goods.
2. The customer's right to enforce claims for defects shall expire in all cases within 6 months of the date of timely notice of defects, but at the earliest with the expiry of the guarantee period.
3. We shall not be liable for damage that occurred for the following reasons: Unsuitable or improper use, incorrect installation or commissioning by the customer or third party, natural wear, incorrect or careless handling, unsuitable operating materials, substitute materials, faulty construction work, unsuitable subsoil, chemical or electrical influences unless due to a fault for which we are responsible.
4. In order for us to undertake the repairs or replacement that appear necessary at our discretion, the customer shall give us sufficient time and opportunity, otherwise we shall be released from our responsibility for defects. Only in urgent cases that endanger operating safety and in order to prevent unreasonably greater damage, of which we must be informed immediately, or when we are delayed in the rectification of the defect, shall the customer have the right to repair the defect himself or to have it repaired by a third party and to demand repayment of the necessary costs from us.
5. With regard to the direct costs arising from the repair or replacement - provided that the complaint proves justified - we shall be responsible for the costs of the replacement parts including delivery as well as reasonable costs for removal and installation, furthermore, if due to the individual case it may be reasonable to request to have the work performed by fitters and auxiliary personnel, these costs will also be covered. The customer shall bear the remaining costs.
6. The guarantee period for the replacement part or repair is 6 months, and it shall be valid at least up until the expiration of the original guarantee period for the delivery item. The liability period for defects shall be extended by the duration of the business interruption caused by the repair work.
7. In the case of improper alterations or maintenance work carried out by the customer or a third party without our prior approval, we shall be released from any liability for the resulting consequences.
8. For work carried out by our fitters or other contract work, we shall be liable for 6 months after the completion of the work for any proven errors to the extent that we will repair them free of charge. Paragraph 9.2 applies accordingly.
9. We shall not provide any guarantee for used machinery, even if they are repaired by us.
1. The customer shall have the right to withdraw if we are in default and do not comply within an extended period of time that was reasonably set under notice of cancellation.
2. The customer shall have the right to withdraw if we fail to perform the repair or replacement for a defect for which we are responsible according to section 9 due to our fault within an extended period of time that was reasonably set for us. The customer shall also have the right to withdraw in the case of the impossibility or inability for us to make the repair or replacement.
Our liability is exclusively based on the agreements made in the understood sections. All other customer claims are excluded, particularly regarding cancellation, termination or reduction as well as for the compensation for damages of any kind, as well as for damage that did not occur on the delivery item itself. This exclusion of liability shall not apply in the case of intent and gross negligence by the owner or executive employees.
All other further claims of the customer are excluded, in particular to cancellation, termination or reduction as well as for the compensation for damages of any kind, as well as for such damage that did not occur on the delivery item itself.
1. For all disputes arising from this contractual relationship, in the case that the customer is a general merchant, a legal entity under public law or a special fund under public law, the complaint shall be made to the court in Koblenz responsible for the Emmelshausen delivery plant.
2. The legal relationship established between us and the customer shall be subject to the law of the Federal Republic of Germany, with exclusion of the Hague Uniform Law of Sale.