General terms and conditions

This is a translation for information purposes. Only the German version is legally binding.

1. Scope

The following terms apply exclusively to all our contracts, including future contracts. They are accepted by the client at the latest upon acceptance of the delivery. We hereby expressly and definitively object to any deviating purchasing terms of the client. They shall not be recognised even if we do not object to them again after receiving them. All agreements, side agreements, amendments and additions to our terms are only effective with our written confirmation.

2. Offers, prices and sales documents

Our offers and price lists are subject to change and non-binding, subject to our written order confirmation. Our sales agents and brokers have neither authority to conclude contracts nor the power to agree changes to the terms of delivery and payment. Our prices are strictly net ex warehouse plus the VAT applicable at the time of delivery. Freight and packaging are charged separately. Should these prices and other manufacturing conditions change by the day of delivery due to circumstances for which we are not responsible, the new prices shall apply without further ado. In dealings with non-merchants, this only applies if delivery is to take place later than 4 months after conclusion of the contract or within the framework of a continuing obligation. The prices only apply to the services listed; special services are charged separately. If no prices have been agreed, our current daily price applies.

3. Delivery

Our delivery times apply ex location (warehouse or manufacturer's plant). They are agreed individually and begin on the day of the order confirmation, but not before all details have been clarified and, in the case of export, not before any required import licence has been provided and any agreed letter of credit has been opened. In any case, compliance with the delivery time requires the client to fulfil its contractual obligations. Subsequent requests by the client for changes or additions extend the delivery time appropriately. Compliance with the delivery period requires compliance with the agreed payment terms. The delivery period is subject to unforeseeable incidents occurring at our premises or at our sub-suppliers, such as delays in the completion of essential parts for which we are not responsible, late delivery of important raw materials etc., insofar as these incidents affect the completion or delivery of the item. Due to such events we are entitled to postpone the delivery or service by the corresponding period plus a reasonable start-up time, or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled. The declaration of our supplier or a sub-supplier shall be sufficient proof that we are prevented from delivering or performing. Partial deliveries are permitted. Each partial delivery is deemed an independent transaction and has no effect on the unfulfilled part of the order. If partial fulfilment of the contract is of no interest to the purchaser, the purchaser may only withdraw from the entire contract after a grace period for delivery of 2 weeks has expired without success. Goods ordered and duly delivered will not be taken back. If goods are taken back in individual cases by prior agreement, we are entitled to demand reimbursement of our expenses for taking them back, inspection etc. As a rule, these amount to 20% of the invoice value. A credit note can only be issued if the date of delivery and the invoice number are stated.

4. Place of performance, shipping, transfer of risk, insurance

The place of performance for delivery for both parties is 89584 Ehingen / Donau, Germany; for drop shipments, the actual place of delivery is the place of performance.

The risk passes to the buyer when the ordered goods are made available at our premises or at the actual supplier. No special notification is required for this. Loading and shipping are carried out at our best discretion and always for the account and at the risk of the purchaser. If delivery free to the place of receipt is agreed, we are entitled to invoice the costs advanced. We may also insure the goods against transport damage at the client's expense. In the event of transport damage, the purchaser must immediately arrange for a damage report by the competent body, as otherwise any claims may lapse. Insofar as our employees or agents assist with loading or unloading, they act at the risk of the purchaser or its vicarious agents.

5. Payment

Invoice amounts are payable immediately without any deduction unless otherwise agreed. If the payment term is exceeded, we reserve the right to charge default interest at the usual bank rate even without an express reminder. We reserve the right to charge merchants interest from the due date at 3% above the respective discount rate of the Deutsche Bundesbank. We reserve the right to claim further damage caused by default. Installation work is to be paid in cash immediately upon completion without any deduction. If an order is carried out in several partial deliveries, we are entitled to invoice the individual parts separately. In the event of default in payment, we may suspend delivery until payment is made. We only accept discountable bills of exchange or cheques on the basis of an express agreement and only on account of performance. All resulting costs and expenses are to be paid in cash immediately upon handing over the bill of exchange or cheque. Bills of exchange and cheques are only credited after unconditional receipt of the net proceeds and only in that amount. All our claims become due immediately, regardless of any payment term, deferral or the term of any bills of exchange or other papers accepted, if the client does not comply with the payment terms despite a reasonable grace period or if other circumstances become known to us (e.g. protest of a bill of exchange, payment arrears) which in our opinion are likely to reduce the client's creditworthiness. We may also demand immediate advance payment and appropriate security for any deliveries or services still outstanding, withdraw from the contract or claim damages for non-performance. Likewise, we may prohibit the resale and further processing of goods delivered by us and demand their return to us at the client's expense. If the client stops payments, becomes bankrupt or seeks composition proceedings, all discounts, bonuses and other benefits granted by us on the outstanding claims shall be deemed not to have been granted. When used machines are taken in part exchange, we become their owner.

6. Set-off and retention

Rights of retention of the client, insofar as they are not based on the same contractual relationship, as well as set-off against disputed claims or claims that have not been finally established by a court, are excluded.

7. Installation

If, by special agreement, we undertake the installation and commissioning of machines and tools supplied by us as well as workshop equipment and parts thereof, other plants or building accessories, the fitters are provided and instructed by us. The resulting costs, in particular for travel, working and waiting time and allowances, are borne by our client. The necessary rigging and lifting tools, electricity and sufficient assistants are to be made available to our fitters free of charge. Work on Sundays, public holidays and at night as well as overtime are charged at the usual surcharges. During installation we are also entitled to carry out and charge for additional work insofar as it arises during installation and is necessary in the opinion of our fitters.

8. Non-acceptance

If the client is in default of acceptance, we are entitled, after a reasonable reminder period has expired without success, to demand either acceptance of all or part of the order, withdrawal from the contract, or damages for non-performance at a rate of 15% of the order value (unless the purchaser proves that we have suffered significantly less damage or no damage at all). We reserve the right to claim higher actual damages, in particular for custom-made products.

9. Retention of title

Until full payment of all our claims, all items delivered by us to the purchaser remain our property, even if the purchase price for specifically designated claims has been paid. We are the owner of the reserved goods; the purchaser is the custodian. As custodian, the purchaser is in particular obliged to store the goods properly and to ensure that no danger to property or persons is possible.

10. Warranty

Goods delivered by us must be inspected for defects immediately upon arrival at the destination, even if samples were sent beforehand. The delivery or service is deemed approved if obvious defects or defects found during inspection, quantity differences or an obviously incorrect delivery are not notified to us in writing within a cut-off period of 8 days after arrival of the goods at the destination, but in any case before connection, mixing or processing. If the purchaser is a merchant, hidden defects must be notified to us in writing within a cut-off period of 8 days after their discovery at the latest. Non-merchants must report hidden defects in writing within the statutory periods after their discovery. In the event of a defect, which includes the absence of a warranted characteristic, we shall, at our discretion, carry out rectification or replacement of the defective parts or deliver defect-free goods against return of the goods delivered. Natural wear and tear is expressly excluded. In the case of merchants, we are entitled to make rectification or replacement delivery dependent on prior payment of the purchase price. The client must give us reasonable time and opportunity to carry out rectification or replacement delivery. If this is not done, our warranty obligation lapses. If rectification and replacement delivery fail, or if remedying the defect would require disproportionate effort and is therefore refused by the contractor, the client may, at its option, demand a reduction of the price or rescission of the contract. Rectification does not suspend or interrupt the limitation period for warranty claims. We are not liable for damage resulting from improper use, storage, faulty installation or natural wear and tear. Any repair work or other interventions carried out by the client or third parties without our consent exclude any warranty on our part. In any case, our warranty only extends to newly manufactured goods. All warranty claims become time-barred 6 months after the transfer of risk at the latest, or, in the case of acceptance, after acceptance. Used machines and tools as well as used workshop equipment and parts thereof are sold as inspected, excluding any warranty. In the case of repairs, we are also entitled to carry out and charge for additional work insofar as it arises and is necessary in our opinion.

11. Liability

Claims for damages, on whatever legal grounds, are excluded unless there is a grossly negligent breach of our contractual obligations. Towards merchants, we are only liable for grossly negligent breach of contractual obligations by our legal representatives. This liability is limited to compensation for the damage foreseeable at the time the contract was concluded; liability for indirect or consequential damage is generally excluded. All claims for damages, on whatever legal grounds, become time-barred 6 months after the transfer of risk at the latest, or, in the case of acceptance, after acceptance. We are only liable to the extent that our suppliers are liable to us. This also applies to parts supplied by a sub-supplier.

12. Place of jurisdiction and applicable law

The place of jurisdiction for all rights and obligations, including those arising from bills of exchange and cheques, is 89584 Ehingen, Germany, insofar as the clients are registered merchants, legal entities under public law, or purchasers who have no general place of jurisdiction in Germany. This also applies to those who are liable for the purchaser's obligations. In all cases we are entitled, at our discretion, to take legal action against the client at the client's registered office. For court dunning proceedings against registered merchants, 89584 Ehingen is the exclusive place of jurisdiction.

German law applies exclusively.

13. Validity of the contract

The invalidity of individual contractual provisions does not affect the validity of the remaining provisions. Purchaser and supplier undertake to secure the economic result intended by the invalid provision as far as possible in another legally permissible manner.

14. Exclusion of liability for transport damage

Should goods / machines delivered by us (or by companies / forwarders commissioned by us) not fulfil their intended purpose due to transport damage, loading damage etc., we will refund at most the purchase price. Costs for production downtime, replacement purchases etc. are generally not reimbursed by us. Contractual penalties for late deliveries, defective deliveries etc. are generally not agreed.