General Terms & Conditions
All our – also future – deliveries and services are based on these general terms and conditions. Deviations and additions, in particular contradictory terms and conditions of the buyer, are considered as contradicted and excluded, unless we have agreed in writing.
2. delivery time
Delivery dates and periods are not binding for us, unless they have been confirmed by us in writing as binding in individual cases. Except in the latter case, exceeding these deadlines shall not entitle the purchaser to any claims. In the event of force majeure, we shall be entitled to postpone our services for the duration of the prevention and a subsequent start-up period or, if this makes the service impossible or considerably more difficult for us, to withdraw from the contract in whole or in part. Force majeure shall include in particular unforeseeable operational disruptions, shortages of raw materials and all failures and/or delays regarding our own supplies which we could not have foreseen at the time the contract was concluded with the purchaser. As soon as the effects of such an event are known to us, we shall inform the Buyer thereof and declare to ourselves whether we can withdraw from the contract or within what period we can presumably deliver. If this period is unreasonably long, the buyer may withdraw from the contract. Other claims of the buyer are excluded in all cases.
We reserve the right to make deliveries and services to the buyer only if all our due claims from previous deliveries and services have been settled. In the event of default of acceptance on the part of the purchaser, we shall also be entitled to dispose of the goods purchased by the purchaser elsewhere and to deliver similar goods on the agreed terms within a reasonable period of time to be determined by us.
3. transfer of risk
The risk shall pass to the buyer as soon as we have delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. In the event of any returns by the purchaser to us, the purchaser shall bear the risk until handover at our business premises. Any returns by the buyer must be carriage paid in any case.
Our prices are exclusive of the costs for dispatch and transport insurance as well as exclusive of the legal value added tax.
Unless otherwise agreed, our invoices are due for payment without any deduction within 10 days of the invoice date. Our invoices for repair services are due without deduction immediately upon receipt, in deviation from the aforesaid. Payments must be made to one of the accounts specified in our invoices. Cheques shall only be accepted on account of performance, whereby payment shall only be in accordance with the contract if the cheque amount has been credited to our account without reservation before expiry of the relevant payment period.
If the relevant payment deadline is exceeded, we are entitled, without prejudice to further claims, to demand interest on arrears at a rate of 5% above the respective discount rate of the Deutsche Bundesbank, without the need for a reminder. If partial payments have been agreed, the entire outstanding balance shall become due immediately if the purchaser is in arrears with 1 instalment for more than 1 week. The buyer is only entitled to a right of set-off or retention if his counterclaim is undisputed or legally established.
6. retention of title
We retain title to all goods until full payment of all claims arising from the business relationship – including future ones – has been received. If goods delivered by us which are subject to our reservation of title are combined or mixed with goods which do not belong to us, we shall become co-owners of the new item in the proportion of our goods to the goods which do not belong to us. The new item created shall be deemed to be our reserved goods.
7 General exclusion of liability
Unless otherwise stipulated in the above terms and conditions, any liability on our part, including but not limited to liability for culpa in contrahendo, non-performance or defective performance, including liability for consequential or indirect damages, shall be excluded, except in cases of intent or gross negligence on the part of our legal representatives or executive employees.
In the event of timely and justified notifications of defects, we shall be obliged, at our discretion, to repair or replace the defective goods. In any case, the prerequisite is that the purchased goods have been operated in accordance with our respective product specifications and maintained in accordance with our guidelines. With regard to software, we do not guarantee that it will work without interruption or error and that the software used in the production process is free of defects.