General Terms and Conditions

General

1. These General Terms and Conditions are exclusively in effect unless other written agreements have been made. We do not recognize contrary General Terms and Conditions of the purchaser or those that differ from these General Terms and Conditions, unless we have authorized their validity in writing.
2. Our General Terms and Conditions are in effect for all future dealings with the purchaser in accordance with Section (1).

Offer

1. Our offers are non-binding. The documents and illustrations, drawings, weights, and dimensions related to the offer are only approximations, unless they are expressly designated as being binding.
2. The order signed by the purchaser is binding. We are entitled to accept the contract offer included in the order of the purchaser within three weeks of its receipt by sending an order confirmation.
3. Our written order confirmation is definitive for the scope of the order. All additional agreements and changes to the order must be in written form.
4. Our sales representatives and traveling representatives are not authorized to make oral additional agreements, assurances, etc., which extend beyond the scope of our written order confirmation.
5. We retain right of ownership and copyright to information, especially illustrations, drawings, calculations, and other documents, which are forwarded to the purchaser or third parties. They may not be made accessible to persons other than the purchaser or the third party.

Price and payment

1. The price listed in the order confirmation is non-binding. The price information does not include turnover tax and is ex factory. The turnover tax will be listed separately in the bill at the respective legally valid rate on the billing date. We reserve the right to adjust our prices accordingly if cost reductions or cost increases occur after the conclusion of the contract, especially due to tariff settlements or changes in the price of materials. We will present these to the purchaser upon request.
2. The purchaser is obligated to pay the price upon transfer of the purchased object or receipt of the invoice. The deduction of a cash discount requires a special written agreement.
3. If founded doubts arise regarding the credit worthiness of the purchaser after the conclusion of the contract, we are entitled to request advance payment or the provision of security within an appropriate period of time. If the purchaser does not fulfill this request in good time, we are entitled to withdraw from the contract after the expiration of the deadline.
4. Orders for payments, checks or bills of exchange will only be accepted as payment with a special written agreement with consideration of all collection and discount fees.
5. The purchaser can only set off against our payment claims if the counterclaim of the purchaser is undisputed or if there is a non-appealable enforceable judgment. The purchaser can only exercise a right of retention, if this is based on claims from the same contract relationship.
6. Interest for late payment will be charged at 8 % p.a. above the basic interest rate. The assertion of additional damages is not excluded.

Delivery and late delivery

1. Delivery deadlines or delivery periods are to be given in writing. They are non-binding unless they are agreed upon as binding in writing. Delivery periods begin upon conclusion of the contract. If subsequent contract changes are agreed upon, a new delivery deadline or delivery period must be agreed upon at the same time, if necessary. Compliance with deadlines for deliveries and services presumes timely receipt of all parts of the services or deliveries to be provided by the purchaser, necessary authorizations and releases, especially including plans, and compliance with the agreed upon payment conditions and other obligations. If these prerequisites are not fulfilled in a timely manner, the deadline will be extended accordingly
2. Delivery periods will be extended – even if the delivery is already late – accordingly if unforeseen events occur, which we were not able to counter in spite of exercising reasonable care, for example in case of breakdowns, governmental interference, power supply difficulties, delays in the delivery of important supplier parts. The same is true in case of strikes and lock-outs. We are obligated to immediately inform the purchaser of such obstacles.
3. The delivery period is complied with, if object of sale has left the factory by the expiration of the period or if readiness to ship has been announced by this time. If a non-binding delivery deadline or a non-binding delivery period is exceeded by four weeks, the purchaser can require us to deliver within an appropriate period in writing. When the deadline of this request is exceeded, we are in default.
4. In addition to delivery, the purchaser can demand reimbursement of any damages caused by the delay. If we or our representatives are guilty of intent or gross negligence, we are liable in accordance with the legal provisions. In case of gross negligence or culpable violation of major contract obligations, however, this is limited to foreseeable damages that are typical for the contract by Line 5 of this Section. Otherwise, our obligation to pay damages due to delay in delivery is limited to a maximum of 15 % of the agreed upon remuneration (including turnover tax) in accordance with Line 5 of this Section. No additional claims of the purchaser are recognized. The limitations above are not in effect for liability due to death, bodily harm, or damage to health.
5. If we are in arrears with delivery, the purchaser can set an appropriate additional period for us with the declaration that he will refuse to accept the object of sale after expiration of the period. If the additional period passes fruitlessly, the purchaser is entitled to withdraw from the contract by means of a written declaration or to demand compensation for damages instead of the service. Section 4 is in effect for the damage claim instead of the service accordingly. No claim to delivery exists in case of fruitless passage of the additional period with threat of refusal.
6. The purchaser is obligated to inform us upon request within a reasonable period whether he will withdraw from the contract due to the delay in delivery or whether he demands delivery.
7. Partial deliveries and partial services are permissible if they are reasonable for the purchaser.

Transfer of risk, packaging, transport insurance

1. The risk of accidental loss and incidental degradation of the object of sale is transferred to the purchaser when the object leaves the factory. The same is true if the object of sale is shipped to a location other than the headquarters of the purchaser by request of the purchaser and is handed over to the shipping agent, the carrier, or another person commissioned to perform shipping.
2. Transport packaging and all other packaging in accordance with the packaging act will not be taken back; except for reusable packaging, especially reusable palettes and plastic side parts. The purchaser is obligated to ensure the disposal of the packaging at his own expense.
3. If the purchaser desires this, the object of sale will be covered by transport insurance. The purchaser is responsible for all costs related to this.

Liability for defects, other liability, statutory period of limitation

1. Defects in the object of sale must be immediately reported by the purchaser in writing no later than 10 days after recognition, listing the day of first occurrence and a concrete description of the defect. If the report does not comply with these requirements any liability for defects is excluded.
2. In case of proper reporting, we are liable for defects in the object of sale as follows: If a defect exists, we are entitled to correct the defect or to deliver a defect-free object of sale (subsequent fulfillment) at our discretion. The prerequisite for liability for defects is the fact that the defect is an important one. If one of the two or both types of subsequent fulfillment is impossible or disproportionate, we are entitled to refuse them. We can also refuse subsequent fulfillment if the purchaser has not fulfilled his payment obligations to an extent that corresponds to the defect-free part of the service performed. We will bear the expenses necessary for the purpose of subsequent fulfillment. This is not in effect for expenditures caused by the fact that the object of sale is shipped to a different location than the company headquarters of the purchaser, unless the shipment to this location is a part of proper use.
3. If the subsequent fulfillment mentioned in Section 2 is impossible or disproportionate or has failed twice, the purchaser has the right to either reduce the purchase price accordingly or to withdraw from the contract in accordance with the legal provisions. This is especially true in case of culpable delay or refusal of subsequent fulfillment. The provisions above are also in effect for the delivery of another object or a smaller amount.
4. We are liable in case of intent or gross negligence by us or one of our representatives or agents in accordance with legal provisions. Otherwise, we are only liable for in accordance with the Product Liability Act, due to death, bodily harm or damage to health, or due to the culpable violation of major contract obligations. In case of culpable violation of major contract obligations, however, this is limited to foreseeable damages that are typical for the contract. The liability is also limited to foreseeable damages that are typical for the contract if none of the exceptions listed in Line 2 of this Section exist.
5. However, liability for damages by the object of sale to objects of legal protection of the purchaser or third parties, such as damage to other objects, is completely excluded. This is not in effect if intent or gross negligence exists or for liability due to death, bodily harm, or damage to health or these types of damages are typical for the contract and foreseeable with violation of major contract obligations. In cases of gross negligence or violation of major contract obligations, liability is limited to foreseeable damages that are typical for the contract.
6. The provisions of Sections 4 and 5 above extend to compensation for damages in addition to performance and to compensation for damages instead of performance, regardless of the legal basis, especially due to defects, violation of obligations from the relationship of debenture, or wrongful acts. They are also in effect for the compensation for futile expenditures.
7. The statutory period of limitation for claims and rights due to defects in the object of sale is 1 year, calculated from the transfer of risk or from the date of transfer to the shipping agent, the carrier, or another person commissioned to perform shipping. The statutory period of limitation of Line 1 is also in effect for compensation for damages, which are not related to a defect. The statutory period of limitation of Line 1 is not in effect, however, in case of § 438 Section 1 No. 1 BGB (Legal Imperfections in Title for Real Property), § 438 Section 1 No. 2 BGB (Buildings, Objects for Buildings), § 479 Section 1 BGB (Recourse Claims of the Entrepreneur) or § 634a Section 1 No. 2 BGB (Buildings or Works, Whose Success Lies in the Performance of Planning or Monitoring Services). The deadlines listed in the Line above are subject to a statutory period of limitation of 3 years. The claims for reduction and the exercising of a right to withdraw from the contract due to defects in the product are excluded if the subsequent fulfillment claim has expired.
8. The statutory periods of limitation of Section 7 are not in effect in case of intent, malicious nondisclosure of defects, claims for compensation for damages due to death, bodily harm, damage to health, or restriction of liberty, in case of claims in accordance with the Product Liability Act, in case of a grossly negligent breach of duty, or in case of violation of major contract obligations.
9. If our liability is excluded or limited, this is also in effect for the personal liability of our workers, employees, staff members, representatives, and agents.

Retention of ownership

1. We retain ownership of all delivered objects of sale until the purchaser has paid all present and future claims from the business relationship.
2. In case of actions of the purchaser in breach of contract, especially in case of delay in payment, we are entitled to repossess the delivered object of sale. The purchaser agrees at this time to repossession in this case. Repossession is only considered a withdrawal from the contract if we expressly declare this. The costs that we incur due to the repossession (especially transport costs) will be borne by the purchaser. In addition, we are entitled to forbid the purchaser to resell or process the objects of sale delivered under retention of ownership and to rescind the direct debit authorization (Section 5).
3. The purchaser is obligated to treat the delivered object of sale with care. He is especially obligated to insure these sufficiently against acts of God and theft at their new value at his own expense. Insurance claims resulting from this will be transferred to us at this time.
4. The purchaser may not pawn the delivered object of sale and the related claims or transfer or relinquish ownership as a security. In case of levies of execution or other actions of third parties, the purchaser must notify us immediately in writing, so that we can file suit in accordance with § 771 ZPO. The purchaser must bear any costs remaining from this suit in spite of winning a legal dispute in accordance with § 771 ZPO.
5. The purchaser is entitled to resell, process, or mix the object of sale in the ordinary course of business. However, he assigns all claims from the resale, processing, mixing, or other legal bases (especially from securities or wrongful acts) in the amount of the final invoice amount agreed upon with us at this time, including value-added tax. The purchaser retains the right to collect these claims even after this assignment, which does not infringe our right to collect these claims ourselves. However, we are obligated not to collect the claim as long as the purchaser fulfills his payment obligations from the collected proceeds, is not in arrears with payment, and no application to open insolvency proceedings has been made or payments have been ceased. If this is the case, however, the purchaser must inform us of the assigned claims and the debtor upon request, must provide us with all of the information necessary for collection, must submit the related documents, and must notify the debtor (third party) of the assignment. We can also rescind the direct debit authorization in case of contract violations (especially delay in payment) by the purchaser.
6. The retention of ownership also extends to the products created by processing, mixing, or combination with the objects of sale delivered by us at their full value, whereas these processes are performed in our name, making us the manufacturer. If third parties retain right of ownership in case of processing, mixing, or combination with parts of third parties, we obtain co-ownership in ratio to the objective values of these parts.
7. The purchaser also assigns the claims for securing our claims against him to us, which arise due to the combination of the delivered object of sale with real estate against a third party.
8. The securities to which we are entitled are not included to the extent that the value of our securities exceeds the nominal value of the claims to be secured by 20 %.

Lump-sum compensation for damages

1. If we are entitled to compensation for damages or a claim of reduction of value toward the purchaser, against his representatives, or against his agents – regardless of legal basis – we are entitled to demand 20 % of the agreed upon remuneration without additional proof as compensation for damages or reduction of value. We reserve the right to assert greater damage claims or a greater reduction of value. The purchaser retains the right to demonstrated that no damage or reduction of value has taken place or that this is significantly less than the lump sum.

Concluding provisions

1. The national laws of the Federal Republic of Germany are the applicable law, excluding the UN-Convention on the International Sale of Goods (CISG).
2. The jurisdictional venue and place of performance is our company headquarters. However, we are entitled to assert our claims in any other responsible jurisdictional venue.
3. If individual provisions are or become wholly or partially invalid, this does not affect the validity of the remaining provisions.

Status: 11/2003