General Terms and Conditions

Please note: Only the German version is legally binding. Translations into other languages are for informational purposes and reference only.

General Terms and Conditions of Sale and Delivery

1. General provisions – Scope of application

(1) Our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the Purchaser that conflict with or deviate from our terms and conditions of sale, unless we have expressly agreed to their applicability in writing. Our terms and conditions of sale also apply if we carry out delivery to the Purchaser without reservation while being aware of terms and conditions of the Purchaser that conflict with or deviate from our terms and conditions of sale.
(2) All agreements made between us and the Purchaser for the purpose of performing this contract are set out in writing in this contract.
(3) Our terms and conditions of sale apply only to entrepreneurs within the meaning of Section 14 BGB (German Civil Code).

2. Offer – Offer documents

(1) Our offer is subject to change and non-binding, unless otherwise stated in the order confirmation.
(2) We retain ownership rights and copyrights in illustrations, drawings, calculations and other documents, as well as product descriptions, including in electronic form. This also applies to written documents designated as “confidential”. The Purchaser requires our express written consent before disclosing them to third parties.

3. Prices – Payment terms

(1) Our prices are net prices plus the applicable statutory value-added tax, ex works. Costs for packaging and, where applicable, installation are added; installation is performed at the prices applicable at the time the work is carried out. If a delivery period of more than four months from written confirmation has been agreed and production costs demonstrably increase within this period, we are entitled to charge the prices applicable at the time of delivery. If the increase exceeds 10%, the Purchaser is entitled to withdraw from the contract.
(2) Unless an individual agreement to the contrary has been made, the purchase price is due immediately and payable two weeks after invoice and delivery; receipt of payment by us is decisive.
(3) Upon expiry of the above payment period, the Purchaser is in default. During default, the purchase price bears interest at the applicable statutory default interest rate. We reserve the right to claim further damage caused by default. With respect to merchants, our claim to commercial maturity interest (Section 353 HGB, German Commercial Code) remains unaffected.
(4) The Purchaser is entitled to rights of set-off only if its counterclaims have been finally adjudicated, are undisputed or have been recognized by us. In addition, the Purchaser is entitled to exercise a right of retention only to the extent that its counterclaim is based on the same contractual relationship.
(5) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardized by the Purchaser’s lack of ability to perform (e.g. by an application to open insolvency proceedings), we are entitled, in accordance with the statutory provisions, to refuse performance and, where applicable after setting a deadline, to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made products), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

4. Delivery time and delay in delivery

(1) The commencement of the delivery time specified by us requires clarification of all technical questions.
(2) Compliance with our delivery obligation further requires the timely and proper fulfilment of the Purchaser’s obligations. The defence of non-performance of the contract is reserved.
(3) If the Purchaser defaults on acceptance or culpably breaches other cooperation obligations, we are entitled to demand compensation for the resulting damage incurred by us, including any additional expenses. Further claims remain reserved.
(4) If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the Purchaser at the time at which the Purchaser is in default of acceptance or debtor’s default.
(5) The occurrence of our delay in delivery is governed by the statutory provisions. In any event, however, a reminder by the Purchaser is required. In the event of a delay in delivery not caused by us intentionally or through gross negligence, we are liable for each completed week of delay by way of lump-sum compensation for delay in the amount of 0.5% of the net price (delivery value), but in total not more than 5% of the delivery value of the delayed goods. We reserve the right to prove that the Purchaser has suffered no damage at all or only damage substantially lower than the above lump sum.
(6) We reserve the right to change the exterior and equipment or technical details of our devices, provided this is reasonable for the Purchaser or the deviations are only immaterial.

5. Transfer of risk - Packaging costs - Acceptance

(1) Unless otherwise stated in the order confirmation, delivery is agreed “ex works”.
(2) Transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back; pallets are excluded from this. The Purchaser is obliged to arrange disposal of the packaging at its own expense.
(3) The risk of accidental loss and accidental deterioration of the goods passes to the Purchaser no later than upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay pass already upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed, it is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services apply accordingly to agreed acceptance. Handover or acceptance is deemed equivalent if the Purchaser is in default of acceptance.
(4) If the Purchaser defaults on acceptance, fails to perform an act of cooperation or if our delivery is delayed for other reasons for which the Purchaser is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this purpose, we charge lump-sum compensation in the amount of 0.5% of the purchase price per commenced week, up to a maximum of 5% of the purchase price, starting with the delivery period or, in the absence of a delivery period, with notification that the goods are ready for dispatch.
Proof of higher damage and our statutory claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected; however, the lump sum must be offset against further monetary claims. The Purchaser remains entitled to prove that we have incurred no damage at all or only damage substantially lower than the above lump sum.
(5) If the Purchaser so requests, we will cover the delivery by transport insurance; the costs incurred in this respect are borne by the Purchaser.

6. Liability for defects

(1) The Purchaser’s claims for defects require that the Purchaser has complied with its statutory inspection and notification obligations (Sections 377, 381 HGB). If a defect becomes apparent during inspection or later, we must be notified of this in writing without undue delay. Notification is deemed to have been made without undue delay if it is made within two weeks, whereby timely dispatch of the notification is sufficient to meet the deadline. Irrespective of this inspection and notification obligation, the Purchaser must notify us in writing of obvious defects (including incorrect and short delivery) within two weeks from delivery, whereby timely dispatch of the notification is also sufficient to meet the deadline. If the Purchaser fails to carry out the proper inspection and/or notification of defects, our liability for the defect not notified is excluded.
(2) If the purchased item is defective, we are entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. In the event of rectification of the defect, we bear the expenses only up to the amount of the purchase price, unless these expenses increase because the purchased item has been moved to a place other than the place of performance.
(3) The Purchaser must give us the time and opportunity required for the subsequent performance owed, in particular by handing over the goods complained of for inspection purposes. In the event of replacement delivery, the Purchaser must return the defective item to us in accordance with the statutory provisions.
(4) If subsequent performance has failed, or if a reasonable deadline to be set by the Purchaser for subsequent performance has expired without success or is dispensable under the statutory provisions, the Purchaser may withdraw from the purchase contract or reduce the purchase price. In the case of an immaterial defect, however, there is no right of withdrawal.
(5) We are liable in accordance with the statutory provisions if the Purchaser asserts claims for damages based on intent or gross negligence, including intent or gross negligence by our representatives or vicarious agents. Unless we are accused of an intentional breach of contract, liability for damages is limited to the foreseeable damage typically occurring.
(6) We are liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable damage typically occurring.
(7) Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(8) Unless otherwise provided above, the Purchaser’s claims for damages or reimbursement of wasted expenditure exist only in accordance with Section 8 and are otherwise excluded.
(9) The general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period begins upon acceptance. For the Purchaser’s claims for damages pursuant to Section 8, only the statutory limitation periods apply.
(10) If the inspection of alleged defects shows that no claim for defects exists, the Purchaser is obliged to bear the costs incurred by the inspection.
(11) If used items (including demonstration units) are the subject of the contract, any liability for defects is excluded unless fraudulent conduct is attributable to us.

7. Technical option of an internet connection

(1) Due to the technical possibility of installing an internet connection in order to have access to the control program of the ordered goods also from other locations, the parties may agree on the installation of such an internet connection.
(2) In implementation of this, it is expressly pointed out that risks may arise from this. It cannot be completely excluded, and there is also no absolute protection against access by any third party that enters the internet connection without authorization and unlawfully and thereby causes, for example, mechanical or technical damage to the scope of delivery or surrounding equipment, damage to the machine’s control system or programs, disclosure of confidential data or production downtime.
(3) The Purchaser assures that it will bear all risks arising from the internet connection itself.
(4) We will assist in opening such an internet connection and provide advice and ideas on how to maintain this internet connection as securely as possible. However, this advice and these ideas do not establish any liability for success.

8. Overall liability

(1) Unless otherwise provided in these general terms and conditions of sale and delivery, including the following provisions, we are liable for breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) We are liable for damages, irrespective of the legal basis, in the event of intent and gross negligence. In the event of simple negligence, we are liable only
a) for damage arising from injury to life, body or health,
b) for damage arising from breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable damage typically occurring.
(3) The limitations of liability resulting from paragraph 2 do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the condition of the goods. The same applies to claims of the Purchaser under the Product Liability Act.
(4) Due to a breach of duty that does not consist of a defect, the Purchaser may withdraw or terminate only if we are responsible for the breach of duty. A free right of termination of the Purchaser (in particular pursuant to Sections 651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences apply.

9. Retention of title security

(1) We retain title to the purchased item until receipt of all payments arising from the business relationship with the Purchaser. In the event of conduct by the Purchaser in breach of contract, in particular non-payment of the purchase price due, we are entitled, in accordance with the statutory provisions, to withdraw from the contract and demand surrender of the goods on the basis of the retention of title and withdrawal. If the Purchaser does not pay the purchase price due, we may assert these rights only if we have previously set the Purchaser a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions. Seizure of the purchased item by us always constitutes withdrawal from the contract. After taking back the purchased item, we are entitled to realize it; the realization proceeds must be credited against the Purchaser’s liabilities, less reasonable realization costs.
(2) The Purchaser is obliged to handle the purchased item with care; in particular, the Purchaser is obliged, at its own expense, to insure it sufficiently at replacement value against fire, water and theft damage. If maintenance and inspection work is required, the Purchaser must carry it out in due time at its own expense.
(3) In the event of seizures or other interventions by third parties, the Purchaser must notify us immediately in writing so that we can bring an action pursuant to Section 771 ZPO (German Code of Civil Procedure). If the third party is not able to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the Purchaser is liable for the loss incurred by us.
(4) The Purchaser is entitled to resell the purchased item in the ordinary course of business; however, the Purchaser hereby assigns to us already now all claims in the amount of the final invoice amount (including VAT) of our claim that accrue to the Purchaser from the resale against its customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The Purchaser remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the Purchaser meets its payment obligations from the proceeds collected, does not default on payment and, in particular, no application for opening bankruptcy, composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may require the Purchaser to disclose to us the assigned claims and their debtors, provide all information required for collection, hand over the related documents and notify the debtors (third parties) of the assignment.
(5) Any processing or transformation of the purchased item by the Purchaser is always carried out for us. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the item created by processing is subject to the same provisions as the purchased item delivered under retention of title.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Purchaser’s item is to be regarded as the main item, it is deemed agreed that the Purchaser transfers co-ownership to us on a pro rata basis. The Purchaser holds the sole ownership or co-ownership thus created in custody for us.
(7) The Purchaser also assigns to us, as security for our claims against it, the claims that arise against a third party through the connection of the purchased item with real property.
(8) We undertake, at the Purchaser’s request, to release the securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

10. Place of jurisdiction – Place of performance

(1) These general terms and conditions of sale and delivery and all legal relationships between us and the Purchaser are governed by the law of the Federal Republic of Germany, excluding all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. However, the requirements and effects of the retention of title pursuant to Section 9 are subject to the law at the respective storage location of the item, insofar as the choice of German law made here is impermissible or ineffective under that law.
(2) If the Purchaser is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship is our registered office. However, we are also entitled to bring an action at the Purchaser’s general place of jurisdiction.
(3) Unless otherwise stated in the order confirmation, our registered office is the place of performance.