General Terms and Conditions



I. Offers

  1. Our offers and deliveries and services are subject exclusively to the Conditions of Sale and Delivery following hereinafter. We shall not be subject to the Customer's differing terms and conditions, even if we do not expressly exclude them in this agreement. The agreement enters into effect by our written confirmation of the order.
  2. Protective devices are only included in the delivery, if this has been expressly agreed.
  3. We unrestrictedly retain all exploitation rights under property and copyright law in all cost estimates, drawings, and other documents; such documents may not be passed on to Third Parties. If the order is not placed with us, the documents must be returned to us without delay. The documents provided by us serve merely for the purpose of information; they do not constitute details on the quality or characteristic of the goods. Said documents shall only represent details on the quality or characteristic of the goods, if we have expressly confirmed this in writing.
  4. Subsidiary agreements, modifications and amendments of the order are valid only if they have been confirmed by us in writing.


II. Price, Terms of Payment

  1. In the absence of a separate agreement, our prices are ex works, including loading at our works, but excluding packaging. To these prices, VAT at the rate applicable at the time will be added.
  2. If the delivery or service is to be made or provided more than 4 months after the conclusion of the agreement, we reserve the right to reasonably raise our prices if there has been a significant increase in the factors prevailing at the time the agreement was entered into, in particular, in the cost of materials, wages, and public charges.
  3. The assertion of a right to retention or a set-off are excluded, unless we have expressly recognized this or if this has been established by a final declaratory judgment. The regulations of Article 320 of the German Civil Code pertaining to a Consumer remain unaffected.


III. Retention of title

  1. All goods supplied remain our property until all our claims under the business relationship, including claims that have not as yet become due, are settled in full. The retention of title also applies if the balance is recognized. In this case, the retention of title serves as security for the claim resulting from the balance.
  2. The Customer is entitled to resell or process the supplied goods in the ordinary course of business. In the event of a resale, the Customer's claim against the Purchaser, which the Customer assigns to us already now to the extent of all our claims, replaces the goods supplied. Until revocation, the Customer is entitled to collect the receivable. If the Customer's Purchaser pays by bank transfer, the Customer assigns to us already now his claim against the relevant financial institution under such transfer. At our request, the Customer must give us all information and allow us to inspect the records.
  3. To the extent that the Customer processes goods in which title is retained, the Contracting Parties agree that such processing shall occur on our behalf so that we become the owners of the new items. If the processing costs considerably exceed the value of our goods, the Contracting Parties agree that we acquire co-ownership of the new items in proportion to the ratio of the invoice value of our goods to the value of the new items. If the Customer combines goods in which title is retained with another item such that our goods become an essential part of another item that is then to be deemed the principal item, the Customer transfers to us already now the proportionate co-ownership of the new item. The Customer shall keep such new items in custody for us free-of-charge. In the event of a resale, points 1 and 2 above shall apply correspondingly.
  4. In the event that a Third Party seizes or impounds goods of which we are the owners or co-owners, or receivables to which we are entitled, the Customer must furnish the Third Party or the executory officer without undue delay with evidence of our ownership of, or title to, the items; moreover, the Customer must notify us without undue delay of these measures and assist us in whatever manner in the protection of our rights. If we impound the goods, such impoundment shall not be deemed a waiver of our retention of title or a rescission of the agreement.
  5. The goods of which we are the owners or co-owners may not be assigned to Third Parties by way of security, pledged, or encumbered in any other manner.


IV. Delivery and Service Periods

  1. The delivery and service periods are stipulated in the agreement. The compliance with these periods requires that all technical and commercial issues have been addressed by the Contracting Parties and that the Customer has fulfilled all his obligations to co-operate (supplying the required authorizations, technical documents, etc.). In the event that the Customer does not fulfill his obligations in a timely manner, the delivery and service periods may be extended accordingly.
  2. The delivery schedule is deemed to have been complied with, if the goods are fetched or ready for dispatch within the agreed delivery and service periods. In the event that delivery is delayed at the fault of the Customer, the delivery schedule is deemed to have been met if we notify the Customer within the set schedule that the goods are ready for dispatch.
  3. In the event that the non-compliance with the delivery schedule can be demonstrably attributed to unforeseen hindrances beyond our control, such as mobilization, war, riots, strikes, and lockouts, or to any other event beyond our control, the delivery schedule may be extended accordingly. We commit to communicating the beginning and the anticipated end of these circumstances as early as possible. The above does not affect the legal stipulations governing the Customer's right to rescind the agreement in case of unreasonableness.
  4. In the event of non-compliance with the delivery schedule for reasons other than those mentioned in point 3 above, the Customer - provided that he can substantiate that he suffered damages as a result of the delay - can demand compensation in an amount equal to 0.5 % for each entire week of delay up to a maximum of 5 % of the value of the respective part of the delivery, which - due to the delay - cannot be used in a timely manner or in accordance with the agreement. The Customer can likewise demand compensation for a delay in the event that the circumstances described in point 3 above occur subsequent to the non-compliance with the originally agreed delivery schedule.


V. Transfer of Risk, Delivery, Acceptance

  1. The risk passes to the Customer no later than with the dispatch of the parts to be delivered, even if partial deliveries are made or if the Supplier has assumed further obligations, e.g. the shipping costs or delivery and installation. Furthermore, the risk passes to the Customer upon acceptance. Immediately following notification that the goods are ready, the Customer must schedule an acceptance date.
  2. If there is a delay in shipment due to circumstances for which the Customer is responsible, the risk passes to the Customer from the day the goods are ready for dispatch.
  3. The Customer must take delivery of and accept the delivered items, even if they have minor defects.
  4. Partial deliveries are admissible, insofar as they are acceptable to the Customer.


VI. Warranty

  1. For goods that have defects due to a circumstance which precedes the transfer of risk, we shall provide a warranty at our discretion by means of a new delivery ("subsequent performance") or a correction of the defect and, for services, at our discretion, by means of carrying-out the service again ("subsequent performance") or by correcting the defect. Parts that have been replaced within the context of correction of the defect shall become our property.
  2. Nach zweimaliger Nacherfüllung bleiben die gesetzlichen Rechte zu mindern oder zurückzutreten unberührt. Besteht ein nur unerheblicher Mangel, so hat der Auftraggeber nur das Recht zur Minderung.
  3. Following a second new delivery, the Customer's legal rights to rescind the contract or to reduce the price remain unaffected. In the event that the defect is only minor, the Customer only has the right to a price reduction.
  4. The Customer must give us sufficient time and opportunity such that we are able to correct the defects and carry out replacement deliveries, or carry out the service anew, respectively; otherwise, we are no longer liable in this respect.
  5. Furthermore, we do not assume liability in the case of an inappropriate correction of the defect by the Customer or a Third Party that is engaged by the Customer for that purpose. The same applies if the Customer makes modifications, or has a Third Party make modifications, without our prior approval.
  6. The Customer shall bear the costs for the correction of an unjustified defect.
  7. Should the use of our goods lead to an infringement of industrial patents or copyright laws within Germany, we shall bear the costs of securing the right for the Customer to further use, or modify the goods in a manner that is acceptable to the Customer such that the industrial property right infringement is remedied. In the event that this is not possible in an economically feasible manner, either Party shall be entitled to withdraw from the agreement.
  8. Darüber hinaus stellen wir den Auftraggeber von unbestrittenen oder rechtskräftig festgestellten Ansprüchen der betreffenden Schutzrechtsinhaber frei.
  9. Furthermore, we shall hold the Customer harmless from any justified or legally valid claims by the respective patent holder.


VII. Disclaimer

For damages which have not been incurred by the delivered goods themselves, we only accept liability - irrespective of the legal basis - in the case of willful misconduct or gross negligence by the Owner and/or the organs of the corporation or its senior executives, and in the case of culpable injury to life, body and health. The disclaimer shall not apply in the case of malicious silence with regard to a defect, or to defects of which the non-existence had been expressly guaranteed in writing. Claims in accordance with the German Product Liability Law shall not be affected. In case of culpable violation of significant contractual obligations (so-called "cardinal obligations"), we assume liability in case of gross negligence of senior executives as well as in case of slight negligence. In the latter case, the liability is restricted to reasonably foreseeable damages typical for this type of agreement. Any further claims shall be excluded.


VIII. Statutory limitation

All warranty claims of the Customer are subject to a limitation period of 12 months starting from the delivery or the acceptance. For willful or fraudulent behavior and for claims based on the German Product Liability Law, the legal limitations shall apply. They shall also apply to defects in a building structure or to goods that were used in accordance with their normal use for a building structure and caused said building structure to be defective. In the event that the Customer is also the Consumer, the legal stipulations shall remain unaffected.


IX. Place of Jurisdiction, Applicable Law

  1. The exclusive place of jurisdiction is our Head Office in 76316 Malsch [Germany]. In the event that the Customer is also the Consumer, the legal stipulations shall remain unaffected.
  2. The legal relations between the Contracting Parties shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).


X. Severability Clause

If a provision in these Terms and Conditions is or becomes invalid or void in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that matches the economic goals of the Contracting Parties.