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I. General

Our sales and deliveries are carried out strictly in accordance with the following conditions, which are the sole conditions applicable to the contents of the contract, in so far as nothing of a different nature has been specifically agreed in writing. Acceptance of our order confirmation, as well as acceptance of deliveries or partial deliveries, is deemed to represent acceptance of these General Conditions, even if the purchaser has submitted an offer based on his own General Conditions. This does not require any express refusal of varying conditions of the purchaser. Any changes and additions to the contract are only binding if confirmed by us in writing.


II. Conclusion of Contract

  1. Our offers are without commitment and non-binding. A contract is only concluded by way of our written order confirmation.
  2. Any variations, supplementary agreements and verbal agreements, as well as any agreements with representatives, commercial travellers and agents, require our written confirmation to obtain validity.
  3. Details provided with the offer or order confirmation, such as descriptions, drawings, illustrations, details of measurement, weight and service, as well as details on energy consumption are only approximate values, unless expressly stated to be binding. Small differences in the delivered items compared to the description in the
    offer or order confirmation are deemed approved and will not affect the fulfilment of the contract. This specifically applies to changes and improvements based on technical progress.
  4. Cost estimates, drawings, illustrations and any of our other offer and order confirmation documents are meant for the purchaser only and may not be made available to third parties. They remain our property and are subject to our copyright. On request, or if the order is not placed with us, these are to be returned to us.


III. Prices and Payment

  1. Our price lists, price quotations and cost estimates are non-binding.
  2. Prices quoted are valid for the actual order, as defined by quantity and delivery date, only. In case our general delivery prices are increased or decreased in the pre-delivery period, prices for each individual order will increase or decrease accordingly.
  3. All prices are net and expressed without Value Added Tax.
  4. Payment is due within 30 days after invoice date without any deductions, and exclusively to us. No other price reductions, rebates or deductions are given. No deduction of any discounts from new invoices is permitted for as long as other, older invoices due remain unpaid. Unless agreed otherwise, payments can solely be made to us, in accordance with the details stated on our invoices. Our employees, agents and commercial travellers are entitled to payment collection on our behalf on presentation of our specific written collection authority only. Bills of exchange can only be accepted in payment with our agreement. Cheques and bills of exchange are accepted to cover payments only; any discount and collection costs are payable by the purchaser.
  5. If the agreed payment periods are exceeded, the purchaser is deemed to be in default, without the need for prior reminders. Subject to claims regarding any further entitlements, interest for late payment, amounting to 2% above the relevant base rate of the Deutsche Bundesbank, but at least amounting to 7%, will be charged.
  6. We are not required to fulfil the contract unless the purchaser fulfils his own duties as agreed, especially in case invoices due remain unpaid. Any setting-off or claims of retention rights based on any purchaser claims, unless expressly accepted by us in writing, are excluded.
  7. In case the purchaser is overdue, completely or in part, with his payments, especially if any purchaser’s self-acceptance, or any cheque drawn by him, isnot honoured, or if after conclusion of the contract we receive information which make the granting of credit to the purchaser of an amount in accordance with the contract appear doubtful, or if we learn of any facts indicating a considerable deterioration of the purchaser’s asset situation, we are entitled to demand payment of all outstanding invoices, even if not yet due, and to demand prepayment for all deliveries still outstanding, or subject to any other rights we are otherwise entitled to, to withdraw from the contract, without any notice or period of grace being required. The purchaser can avoid any obligation to early payment by providing suitable security. We will also be entitled to the above rights in case the purchaser’s business is dissolved or liquidated, or if proceedings for a forced sale are instigated against considerable parts of the purchaser’s assets.
  8. In case the purchaser owes us any compensation payments due to non-fulfilment in accordance with general legal requirements, the purchaser, subject to any further compensation claims by us, undertakes to pay a sum amounting to 15% of the order value, inclusive of VAT, to us as compensation, unless the purchaser can prove that no damage or reduction in value occurred at all, or that this is considerably lower than the flat rate stated above.


IV. Shipment and Delivery: Transition of Risk

  1. As far as the contents of the delivery are concerned, our written order confirmation is solely applicable. We are entitled to partial deliveries.
  2. We will do our best to keep to the agreed delivery dates; however we do not guarantee these. The delivery period will commence with dispatch of our order confirmation, but no earlier than on receipt of any documents, licences or release documentation which may need to be provided by the purchaser, or before receipt of an agreed payment on account. The delivery period is deemed to have been adhered to if the delivery item has left our factory at its expiry, or once readiness for shipment has been advised. Adherence to the delivery period presupposes the purchaser fulfilling all his contractual duties. Any case of force majeur, strike, lockout, machine breakdown, insufficient material supplies, lack of workers, limitations to the energy supply and to services, lack of transport facilities and other similar events or reasons outside our power will release us from our obligation to fulfil the contract for the duration and to the extent of such hindrances; but in all other aspects, the contract will remain valid. The purchaser foregoes all entitlements or claims resulting from non-delivery or late delivery due to such circumstances. This also applies if any such circumstances occur once the delivery period has been exceeded. If the delivery period is exceeded due to a fault on our part, the purchaser, after granting a period of grace, is entitled to withdraw from the contract only. Any further entitlements, especially claims for compensation due to non-fulfilment or late delivery, and any other claims for compensation, are excluded even after granting a period of grace.
  3. Shipment of the delivery item will take place at the risk and cost of the purchaser, unless otherwise agreed. In any case, risk will pass to the purchaser at the point that the delivery item leaves our factory or our warehouse.
  4. Insurance for the delivery item will only be provided at the express request of the purchaser, and at his cost.
  5. Claims due to incorrect or incomplete shipment are excluded, unless notified in writing and in detail, within a week of arrival of the delivery item at its destination.


V. Approval and Installation

  1. Goods advised as ready for shipment are to be called for by the purchaser immediately. Otherwise, we are entitled to store the goods at the purchaser’s cost and risk, and to invoice them as if shipped from the factory. In case the goods are not called for within 30 days after receipt of our written notification that the delivery item is ready for shipment, this is deemed to have been approved.
  2. This offer excludes installation.


Vl. Retention of Title

  1. All goods remain our property until all claims we are entitled to against the purchaser, irrespective of the type of legal matters involved, are settled. This also applies to such goods the supply of which the purchaser has expressly related his payment to. In case of current accounting, retention of title is deemed security for the balance claim.
  2. In case the purchaser links or mixes the retained title goods with other goods not belonging to us, sub-paras. 947 and 948 BGB will apply, in consequence of which we will be entitled to a co-ownership share of the new item as retained title property.
  3. The purchaser is only entitled to resell the retained title goods in the usual execution of his business, and under his normal business conditions. The purchaser undertakes to retain title in the retained title goods in relation to his customers, until they have been paid in full, as well.
  4. The purchaser hereby assigns all claims he is entitled to arising from a sale of the retained title goods to his customer, inclusive of any supplementary entitlements, as security for all our own entitlements, to us. If we demand so, the purchaser has to notify his customer of such assignment.
  5. In case the purchaser sells the retained title goods after linking or mixing them as described in paragraph 2, or together with goods not belonging to us, the assignment in accordance with the above section will only apply to the invoiced sum amount of the relevant retained title goods.
  6. In case the value of securities held by us exceeds our claims by more than 20%, we undertake, at the purchaser’s request, to release securities of our choice.
  7. In case of seizure or confiscation of the retained title goods, the purchaser is to reveal our interest in the property, and to immediately advise us of the seizure or confiscation. Any cost of intervention arising from such action will be borne by the purchaser.
  8. In case we enforce our retention of title entitlement – especially if we take back retained title goods – we are entitled to sell the goods by direct agreement or have them auctioned off. The purchaser will be liable for any loss claim on our part.


VII. Warranties within the Federal Republic of Germany

  1. We grant a warranty for the delivery item after delivery, insofar that we will repair or replace without charge any defective parts of the delivery item arising from material or fabrication errors within 6 months after delivery. The purchaser retains the right to demand a reduction of charges in case the remedial work or replacement fails, or, insofar as installation work carried out under the warranty is concerned, to demand cancellation of the contract if he so wishes. Damages due to natural wear and tear, incorrect handling or any changes or operations not undertaken by us or at our request, are excluded from the warranty.
  2. Any purchaser claims due to defectiveness or incompleteness of the delivery or the delivery item are excluded, unless they are notified in writing within one week of arrival of the delivery item at its destination, or, in case of hidden defects, within one week of the time the defect would have been apparent, i.e. in the shape of a statement showing details of the sale and the nature of the damage. Another precondition for this warranty is that we have the option to view and check the defective item at the purchaser’s premises, or for it to be returned to us at the purchaser’s cost. We are entitled to refuse repair or replacement for as long as the purchaser is not fulfilling his own obligations under this contract as agreed, especially by withholding payments due. Replacement parts will become our property.
  3. All warranty entitlements will lapse within 12 months, calculated from the day of delivery.
  4. Any further entitlements arising from defective delivery, especially replacement for any direct or indirect damage, including replacement of such damages not caused by the delivery item itself, but through its use, its unusability or in any other way, are excluded, unless we are found guilty of intent.


Vlll. Final Stipulations

  1. This contract is subject to German law.
  2. As per our choice, the Court of Jurisdiction for both parties is Düsseldorf.
  3. In case any one stipulation of these conditions is invalid in part or in total, or becomes so, the validity of the other stipulations will remain unaffected.

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