Terms and Conditions

A. Common Regulations for Sales and Repair

I. Scope of Application

Our General Terms and Conditions apply exclusively to all our deliveries and services. Even without explicit mention, they shall also apply to all future business transactions with our contractual partner (hereinafter the ‘Customer’).

We do not recognise any general terms and conditions of the Customer that conflict with or deviate from our Terms and Conditions, even if we have not expressly objected to them upon receipt. Our Terms and Conditions shall therefore also apply if we carry out the deliveries and services without reservation in the knowledge that the Customer’s terms and conditions conflict with or deviate from ours. This shall not apply if we have acknowledged the validity of the Customer’s terms and conditions in writing.

These Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code [BGB], Section 14 BGB as well as to legal entities under public law or special funds under public law.

II. Contract Conclusion

1. We shall be bound by our offers for 4 weeks from the date of preparation of the offer, unless the offer contains a deviating binding period or it is expressly marked as ‘indicative’ or ‘subject to change’.We can accept orders from the Customer which qualify as offers according to Section 145 BGB within 4 weeks, unless a deviating period is specified in the order.
2. We reserve our unrestricted right to use our cost estimates, offers, drawings and all associated (technical) documents (hereinafter referred to as ‘Documents’) based on our property rights and copyrights. This also applies to other documents which we submit to the Customer prior to or during the execution of the order. The Documents may not be reproduced, copied, or made available to third parties in any other way or used for any other purpose without our express written consent. The Documents (including copies) are to be returned immediately upon our request if the order is not placed.
3. Drawings, illustrations, dimensions, weights, other performance data and specifications regarding technical or mechanical properties are only binding if expressly agreed in writing.
    

III. Prices and Payment

1. Our prices apply to the scope of services and delivery specified in the offer or cost estimate.
2. We invoice the Customer for additional work based on the rates and prices agreed in the contract. Insofar as this concerns services which are governed neither in the contract nor in a supplementary agreement, our list prices valid at the time the additional services are ordered shall apply.
3. Our prices do not include statutory value added tax; this is stated separately on the invoice at the statutory rate on the day of invoicing.
4. Unless otherwise agreed, invoices are due for payment immediately upon delivery and service provision and must be paid within a period of 10 days after the due date. The payment period does not constitute an agreement on the due date, but rather a temporary waiver of the right to enforce the debt. The statutory provisions on default, in particular Section 286 (3) BGB, remain unaffected. We expressly reserve the right to charge default interest in accordance with the statutory provisions after the payment deadlines have been exceeded. In accordance with Section 288 (5) BGB, we charge a lump sum of 40 euros for reminders.
5. Payment deadlines must also be complied with if transport, delivery, assembly, commissioning or acceptance of the delivery or service is delayed for reasons for which the Customer is responsible. Payments must also be made if insignificant parts are missing but this does not impair the use of the delivery or service, or if minor reworking of the deliveries and services proves necessary.
6. A right of set-off and retention on the part of the Customer is excluded unless the Customer’s counterclaim has been recognised by us, is undisputed or has been legally established or their counterclaim is based on the same contractual relationship as our claim.
7. In the case of first-time orders by a customer, orders from customers with registered office abroad or if there are justified indications of a risk of payment default, we reserve the right to deliver and provide services only after receipt of payment (advance payment reservation). If we make use of the advance payment reservation, we will inform the Customer without delay. In this case, any agreed deadlines shall only commence upon receipt of payment by us.

IV. Delivery and Execution

1. The delivery periods and execution dates stated are non-binding unless we have expressly specified a binding date.
2. Adherence to the dates is subject to correct and timely delivery by our suppliers. We will inform the Customer immediately of any expectable delays.
3. The delivery deadline / execution date shall be deemed to have been met if the contractual item has left our factory by the end of the delivery period or if we have notified the Customer that the item is ready for dispatch (if dispatch is to be organised by the Customer).
4. We are entitled to make partial deliveries / provide partial services, provided this is not unreasonable for the Customer.
5. If the dispatch / collection of the contractual item is delayed for reasons for which the Customer is responsible, the costs incurred as a result of the delay shall be charged to the Customer, starting one week after notification of readiness for dispatch or collection.
6. If the Customer is in default of acceptance or culpably violates its obligations to cooperate and performance subsequently becomes impossible or impossible due to circumstances for which the Customer is solely or predominantly responsible, the Customer shall remain liable to pay consideration.
7. Subsequent delivery of the contractual item to non-EU countries (in particular the United States of America), whether by sale, exchange or free of charge, is prohibited without our express consent. In the event of a breach, the Customer shall indemnify us against all resulting claims by third parties upon our first written request.

V. Liability

Unless otherwise specified below or elsewhere, we shall only be liable for damages in cases of gross negligence or intent on our part. We shall also be liable in accordance with the statutory provisions in the event of a culpable breach of a material contractual obligation (such as an obligation which, according to its content and purpose, the contract specifically intends to impose on us or the fulfilment of which makes the proper performance of the contract possible in the first place and on the compliance of which the ordering party regularly relies and may rely); in this case, however, our liability shall be limited to the foreseeable, typically occurring damage, insofar as we are not guilty of intent.

Our liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to any mandatory liability under the Product Liability Act (ProdHaftG) as well as for liability in the event of a breach of the provisions under data protection law.

VI. Data Protecton and Confidential Documents

1. The ordering party is aware that we store its data but only use it in compliance with the applicable data protection provisions.
2. We shall treat any information, drawings, samples and other details provided by the Customer as confidential if this has been expressly agreed.

VII. Software - Firmware

1. Software or firmware (all memory contents) and the associated documentation shall be provided to the Customer solely for use in the applications specified in the order specification in the delivered device or system for which the software or firmware is supplied.
2. Memory contents may not be duplicated. If a memory contains customer-specific data, the Customer or operator may modify it for use in the delivered device or system and duplicate it for archiving purposes. The Customer may not make the delivered software or firmware and the associated documentation or its contents accessible to third parties without prior written consent.
3. All rights to the software or firmware (original, update) remain with us. Upon delivery of the software or firmware, the Customer shall only receive non-exclusive rights of use within the scope of the preceding paragraph 1. The granting of any further rights, such as the transfer of source code or the right to reproduce software or firmware, shall only occur within the framework of a separate agreement.

VIII. Applicable Law, Jurisdiction, Place of Performance, Severability Clause

1. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The place of jurisdiction for all disputes arising from - i.e. also for litigation concerning documents, bills of exchange and cheques as well as dunning proceedings - shall be our registered office. We are entitled to take legal action against the Customer at any other permissible place of jurisdiction. The place of performance for all contractual claims is our registered office.
3. If a provision should be or become legally ineffective, this shall not affect the validity of the remaining provisions. The legally ineffective provision shall be interpreted in such a way that the economic purpose intended by it is achieved to the best possible extent.
    

B. Special Regulations for Sales

I. Delivery and Payment Terms 

Our services and prices are in accordance with the applicable Incoterms ‘EXW’ ex works 86932 Lengenfeld, Germany, plus packaging.

II. Transfer of Risk

1. The risk shall pass to the Customer when the contractual item has been handed over to the carrier or has left our premises for shipment, even if partial deliveries are made or if we have assumed other services, such as shipping costs or delivery to the point of destination and installation.
2. If dispatch is delayed or does not take place due to circumstances beyond our control, the risk shall pass to the Customer from the time of notification of readiness for dispatch.

III. Retention of Title

1. To secure all current and future claims against the Customer arising from the existing business relationship (including any balance receivables from a current account relationship – as well as from other contractual relationships if the products are comparable), we reserve title to the contractual item in accordance with the provisions set out in the following.
2. We shall retain title to the contractual item until all secured claims have been paid in full. The contractual item and the goods subject to the retention of title that take the place of the contractual item in accordance with this clause are hereinafter referred to as reserved goods.
3. The Customer is entitled to process and sell the reserved goods in the ordinary course of business until the event of enforcement occurs. Pledging and transfers by way of security are not permitted.
4. If the reserved goods are processed by the Customer, it is agreed that the processing shall be carried out on our behalf and for our account as manufacturer and that we shall directly acquire ownership or – if the processing is carried out using materials belonging to several owners or if the value of the processed items exceeds the value of the reserved goods – the co-ownership (co-ownership by fractional shares) of the newly created item in proportion to the value of the reserved goods to the value of the newly created item.
   In the event that we do not acquire such ownership, the Customer hereby transfers its future ownership or – in the above proportion – co-ownership of the newly created item to us by way of security. If the reserved goods are combined with other items to form a unitary item or are inseparably mixed and one of the other items is to be regarded as the main item, the Customer shall transfer co-ownership of the unitary item to us in proportion to the proportion specified in sentence 1, insofar as the main item belongs to the Customer. The Customer shall indemnify us against all obligations arising in connection with this conversion of ownership.
5. In the event of resale of the reserved goods, the Customer hereby assigns the claim against the purchaser arising therefrom (in the case of co-ownership of the reserved goods, proportionately in accordance with the co-ownership share) to us by way of security. The same shall apply to other claims that take the place of the reserved goods or otherwise arise in respect of the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. We revocably authorise the Customer to collect the claims assigned to us in its own name for our account. We may only revoke the direct debit authorisation in the event of enforcement.
6. If third parties seize the reserved goods, in particular through attachment, the Customer shall immediately notify them of our ownership and inform us thereof.
7. We shall release the reserved goods and the items or claims taking their place at the Customer’s request and discretion, provided that their value exceeds the amount of the secured claims by more than 20%.
8. If we withdraw from the contract due to breach of contract by the Customer, in particular default in payment (enforcement event), we shall be entitled to demand the return of the reserved goods or to realise the substitute securities.

IV. Warranty

1. The Customer must report obvious material defects that are apparent upon proper inspection in writing immediately upon receipt of the contractual item (in any case before installation and processing); otherwise, the contractual item shall be deemed approved.
2. The Customer must report non-obvious material defects and/or defects that are not apparent upon proper inspection in writing immediately upon discovery; in which case the Customer shall bear the burden of proof that it was unable to detect the defect beforehand and that the contractual item was defective at the time of transfer of risk.
3. In the event of a defect, we shall be entitled, at our discretion, to remedy the defect (repair) or to deliver a new contractual item (replacement).
4. The limitation period for claims for defects is one year from the transfer of risk. Notwithstanding the above sentence, the statutory limitation periods shall apply to our liability for intentional and grossly negligent breaches of duty, as well as for culpable injury to life, limb or health and mandatory liability under the Product Liability Act [ProdHaftG].
5. The Customer’s rights of recourse against us pursuant to Sections 445a, 478, 479 BGB shall only exist insofar as the Customer has not entered into any agreements that go beyond the statutory claims for defects.
6. Warranty claims shall not exist if the Customer fails to follow our operating or maintenance instructions, makes changes to the contractual item or uses consumables that do not correspond to the original specifications. Such claims shall also not exist in the event of faulty assembly / commissioning, faulty maintenance, natural wear and tear and/or the presence of chemical, electrochemical or electrical influences, unless we are responsible for them.
7. For a contractual item that is manufactured according to drawings, samples or other specifications provided by the Customer, the Customer shall assume liability for any infringement of property rights and patents and shall indemnify us against any claims.
8. If we infringe the patent rights of third parties with a contractual item manufactured by us, the Customer’s claims shall be limited to indemnification against claims by third parties and to the substitute delivery of an equivalent alternative product free of charge. At our request, we shall be entitled to conduct the legal dispute against a third party ourselves. In addition, we shall be entitled, at our discretion, to avert the obligations by (i) obtaining the necessary licences for the (allegedly) infringed patents or (ii) providing the Customer with a modified contractual item or parts thereof which, if exchanged for the infringing contractual item or parts thereof, will eliminate the allegation of infringement.

C. Special Regulations for Repairs

1. When the Customer sends us an item for repair, this constitutes an offer by the Customer for us to provide a cost estimate in return for a lump-sum expense allowance of 95 euros net (plus the costs of return shipping). We shall waive this expense allowance (i) if the Customer subsequently places an order for repairs covering the services specified in the cost estimate, and (ii) if the Customer decides not to place a repair order but transfers ownership of the repaired item to us. In the cases set out in clause (ii) above, the obligations relating to the repair item under Section 2 (3) of the Electrical and Electronic Equipment Act [ElektroG], in conjunction with Sections 50 of the Closed Substance Cycle Waste Management Act [KrWG] and 2 of the Ordinance on Waste Recovery and Disposal Records [NachwV] shall pass to us.
   If the Customer does not issue a statement regarding the placing of a repair order within 4 weeks of the submission of the cost estimate, we shall be entitled to charge a storage fee of 50 euros net for each further week or part thereof in which we store the repair item.
2. The repair shall be carried out based on the order placement in accordance with the generally accepted rules of technology. Deadlines specified by the Customer shall only become binding if they have been confirmed by us in writing and expressly acknowledged as binding. Otherwise, the repair shall be carried out within the usual processing period.
3. The costs of transport and packaging shall be borne by the Customer. We shall not be liable for damage to the repair item during transport.
    

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