This text is a translation from the authoritative Terms and Conditions in the German language and for reference purposes only.


1. General information

1.1 Our sales and delivery conditions are valid exclusively; we do not recognize conflicting conditions and terms of the customer different from our sales and delivery conditions, unless we expressly agree with validity in writing. Our terms and conditions of sales also apply if we perform the deliveries unreservedly in the knowledge of conflicting or differing terms or conditions of sales and delivery of the customer.

1.2 All agreements made by us and the customer for the purpose of this contract, are put on record in this contract.

1.3. Our terms of sales and delivery are valid only with merchants if the contract belongs to the enterprise of commercial trade or with legal entities of public law and special estates under public law in the sense of §24 AGB.

1.4 Our terms of sales and delivery are also valid for all future transactions with the customer.


2. Offers, bidding documents

2.1 Our offer is not binding up to the final confirmation of order.

2.2 For cost estimates, drawings, other documents and samples – named information in the following – we reserve property and copyrights; they must not be made accessible to a third party and may only be used for the purpose of contractual negotiations. The technical data of our catalogues, lists and drawings (including weight and dimension data) are carefully worked out, errors excepted. The same applies to all data of our sales records. All changes contributing to the technical progress are subject to change to us even after the confirmation of order.

2.3 The order signed by the customer is a binding offer. We are entitled to accept this offer within two weeks by sending a confirmation of order or by shipping the ordered goods to the customer within this period. We are obliged to make accessible plans, stated by the customer to be treated confidentially, to a third party only with his approval.


3. Prices, payment terms

3.1 Our prices are valid ex factory, exclusively packaging material, calculations for repairs are non-committal. Value added tax (VAT) respective to the legal amount is added to the prices.

3.2 The following payment policies apply, if on an individual basis no differing conditions have been defined. For delivery and service of orders of a value up to 1.000 Euro, a period of payment of 30 days is granted starting from invoice date. Orders of a value of more than 1.000 Euro must be paid in cash without any deduction that is 1/3 upon receipt of the confirmation of order and 1/3 upon the notice of readiness-for-delivery. The remaining amount is due for payment 30 days after the invoice date, however not before an agreed-upon acceptance fixed by contract.
A discount at a value of 2% for the initial payments may be deducted from the payment of the final invoice. With payment within 14 days after invoice date a discount at a value of 2% is granted, however not for repair and installation calculations. A discount may only be deducted if all the preceding invoices have been paid on the due date.

3.3 For any changes of these terms of payment a written agreement is required. We reserve ourselves the right to increase our prices accordingly if, after conclusion of the contract, costs increase in particular because of collective wage agreements or because of price increases for materials. This will be proven to the customer on request.

3.4 Interests for delay will be invoiced with 5% p.a. over the base interest according to §1 rate of discount transition law. They have to be fixed higher or lower if we prove a debit with a higher interest or if the customer proves a lower debit.

3.5 Drafts and cheques will only be accepted for payment; the customer bears the costs for discounting and collection. After the acceptance of drafts we are entitled to return these if the Central National Bank refuses their acceptance.

3.6 The customer has charging rights only then when his counter claims have been determined to be legal, unquestionable or accepted by us. Furthermore the customer is only entitled to execute the right of retention as far as his counter claim is based on the same contractual relationship. The customer is not entitled to a right of retention because of partial services according to §320 Abs. 2 BGB.

3.7 As far as turnover tax-free delivery or service is considered the customer is obliged to procure the necessary proofs and/or to participate in this process. For shipments within the European Community according to §6a UStG the customer has to communicate his turnover tax identification number, he also must prove his entrepreneur’s status as well as support the accountancy and voucher proof for the export. In case the exemption from turnover tax is not acknowledged by the revenue office the customer must dispense us from turnover tax, interests, interests for delay and other expenses and/or pay them to us, unless the non-acceptance can be justified by us. To the right of approval we are only entitled at the customer’s request if he himself apart from the exemption mentioned in the preceding paragraph provides an appropriate advance on costs for the defence proceedings.

4. Time limits, delivery dates

4.1 Times for delivery start with the date of the confirmation of order, however not before the customer has procured the necessary documents, permits, releases and not before he has paid an agreed-upon deposit.

4.2 The time for delivery is kept if the article to be delivered has left the plant up to its termination or if the readiness-for-delivery has been communicated. This is not valid with an acceptance on contractual terms or if an obligation for installation has been agreed-upon.

4.3 In case of force majeure or any other unforeseeable, unusual, extraordinary and unindebted circumstances – e.g. operational failure, strike, lockout, official interferences, power supply difficulties etc., even if these occur with the pre-supplier – the time for delivery will be extended for the duration of the handicap and an appropriate initial period if we, by all this, are prevented from the timely fulfilment of our obligation. If delivery or service turns out to be impossible or unreasonable by these restrictions we are released from our obligation for delivery; the customer cannot deduce any requirements for compensation by this. Beginning and end of such circumstances must be communicated to the customer by us in important cases as soon as possible.

4.4 Do we come in default of delivery for reasons we are responsible for the customer may schedule an appropriate extension of time with the instruction that he will refuse the acceptance of the work performance product after the expiration of the period for delivery. After the unsuccessful exemption of the extension of time the customer is entitled to withdraw from the sales contract by written explanation or to claim compensation because of default. However, replacement of the damage caused by delay or compensation of damage because of default can only be required by the customer if we can be charged with intent or gross negligence; with minor negligence only with injury of a substantial contractual obligation at the amount of the damage foreseeable and typical to occur. As far as the delay in delivery is based on the culpable violation of a non-substantial contractual obligation the customer is entitled to demand for each full week a flat-rate default compensation of 0.5% of the value of delivery, however not more than a maximum of 5% of the value of delivery.

4.5If the delivery is delayed by customer’s request he will be charged for the costs arising from the delay starting 1 month after the announcement for the readiness-for-delivery. We are however entitled after termination and fruitless expiration of a period of grace and on announcement to dispose of the subject of delivery in a different way and to supply the customer within an appropriate extension of time.

4.6 Compliance with the delivery dates requires that the customer has performed the contractual obligations.


5. Passing of risk, receiving

5.1 With delivery to the forwarding agent or freight carrier, however at the latest with the leaving of the plant or supply depot the risk shall pass to the customer. This also applies if freight paid supply has been agreed-upon. The delivery takes place on behalf of the customer.

5.2 If requested by the customer the shipment is insured by us at his expense against theft, wreckage, damage caused by transport, fire or water as well as against other insurable risks.

5.3 Should the delivery be delayed as a consequence to circumstances the customer is responsible for, the risk will be passed on to the customer starting with the day of readiness-for-delivery. However, we are obliged to take out the insurance the customer desires on his request and at his expense.

5.4 Delivered objects must be received by the customer notwithstanding his rights under section 7 hereof, even if they show insignificant defects.

5.5 Partial deliveries are allowed.


6. Reservation of title

6.1 We reserve ourselves the title of the subject of delivery up to the full payment resulting from the business connection with the customer. With customer’s behaviour contrary to the contractual agreements, particularly with delay of payment, we are entitled to take back the subject of delivery. The reacceptance of the delivered items by us does not mean a cancellation of contract, unless we had expressly declared this in writing. The event of attachment of the delivered objects by us always is a cancellation of the contract. After taking back the delivered items we are entitled to their commercialization. The profit of the commercialization is to be credited to the customer’s liabilities – appropriate commercialization charges deducted.

6.2 The customer is obliged to take good care of the subject of delivery and to insure it against damage sufficiently. Insurance claims are transferred to us by the customer already at this point of time.

6.3 The customer immediately has to give us written information in case of attachments or other interferences from a third one, so that we can enter proceedings according to §771 ZPO. As far as the third party is not able to refund to us the judicial and extra-judicial expenses for a law suit according to §771 ZPO the customer is liable for the loss that arose to us.

6.4 The customer has the right to recall the subject of delivery within his normal business transactions; however at this instant he assigns to us the claims at height of the total amount of the invoice (including turnover tax) which under the resale arise against his purchaser or a third one, independently of whether the subject of delivery has been resold without or after processing.
To the collection of these claims the customer remains entitled even after the assignment; our right to collect these claims ourselves stays unaffected. However, we commit ourselves not to collect the claims as long as the customer fulfils his liabilities of payment from the collected profits, is not in delay of payment, and in particular no request for the opening of an insolvency procedure is posed or inability to pay is the case. If the obligation for not-collecting is not applicable, we may require that the customer makes known to us the assigned claims and their debtors, that he procures all the necessary details for the collection, that he hands out the documents belonging to them and that he gives notice of the assignment to the debtors.

6.5 The processing and reconstruction of the subject of delivery by the customer will always be done for us. In case the subject of delivery is processed together with other items not belonging to us, we acquire the coownership of the new items proportionate to the value of the subject of delivery to the processed items at the time of the processing. To the item resulting from the processing applies the same as to the goods delivered with restrictions.

6.6 In case the subject of delivery is unseparately blended with items not belonging to us we acquire the co-ownership of the new item proportionate to the value of the subject of delivery to the blended items at the time of blending. Is the blending done in a way that the object of the customer is to be regarded as the main object it is considered as agreed-upon that the customer transfers co-ownership to us proportionately. The customer then keeps safe the processed sole- or joint property for us.

6.7 For the protection of our claims the customer assigns to us all of his claims against a third one, including his secondary rights.

6.8 We commit ourselves on customer’s request to release the securities belonging to us to extent to which the value of our securities exceeds the claims which can be secured by more than 20%; the choice of the securities to be released is free to us.


7. Warranty

7.1 We perform the assured services according to the state-of the-art valid at the time of placement of order, as well as according to the relevant legal regulations and in consideration of the accuracy usual in the industry concerned. We are liable for the defects resulting from our services either by remedying them free of charge or by supplying them again. In case we are not ready or able for remedying or supplying again, or will this be delayed exceeding the appropriate period of grace because of reasons we are responsible for, or does the remedying fail in any other way, the customer is entitled alternatively to require a change (cancellation of contract) or an appropriate price reduction (decrease).

7.2 Conditions of warranty are that
a) None of the following circumstances is given:
Inappropriate or improper use, faulty installation or start-up by the customer or a third one, natural wear, faulty or careless handling, use of unsuitable operating materials/substitute materials, defective construction work, unsuitable subsoil, chemical, electro-chemical or electrical influences as far as we cannot be blamed for these circumstances.
b) The customer has fulfilled his legal duty for testing and reproof according to §§377, 378 HGB. Faults must be reproved within 10 days after being discovered.
c) The customer is not in delay of payment.

7.3 For spare parts and remedying our warranty is valid up to the expiration of warranty for the original subject of delivery. Replaced parts become our property.

7.4 After arrangement with us the customer must provide us with the required time and opportunity for the performance of the repairs and deliveries of spare parts considered to be necessary by us. Otherwise we are not liable for any consequences of the defect resulting from the fact that the customer has not provided us with the required time and opportunity to perform the necessary repairs and/or deliveries of replacements. The customer only has the right to remedy the defect himself or have it done by a third one and demand compensation from us for the necessary expenses in emergencies where plant safety is endangered or to avoid unreasonably greater damage, whereby we must be informed immediately.

7.5 As far as subsequently anything different does not show, further claims from the customer – for whatever legal reasons – shall be excluded. Out of this reason we are not liable for defects which do not occur at the delivered item itself; in particular we are not liable for any loss in profit or any other financial damages of the customer.

7.6 The preceding exemption of liability is not valid for the event that the cause of the defect is based on intent or gross negligence. Furthermore it does not apply if the customer demands compensation of defect because of default according to §§ 463, 480 Abs. 2 BGB as a reason of an assured feature missing.

7.7In case we negligently breach a major contractual obligation, our obligation for replacement is limited to the contract-typical, foreseeable damage.

7.8 The warranty period is 6 months and is a term of limitation. This also applies for demands for indemnification of damage resulting from lack, as far as no claims are made valid out of tortuous act.


8. Liability

8.1 As far as no other regulation is included in these terms we are only liable unrestrictedly for intent or gross negligence on part of corporate bodies or executive officers as well as for intent of non-executive employees; for gross negligence of non-executive employees or for culpable breach of major contractual obligations we are liable under pursuant, however limited to the substitution of the foreseeable damage. Any further liability is excluded.

8.2 These terms of liability are not valid for claims according to §§ 1 and 4 of the product liability law.

8.3 As far as our liability is excluded or limited this also applies for the personal liability of our employees, co-workers, representatives and non-executive employees.


9. Premature maturity and right of cancellation

9.1 Should we be informed about facts which give rise to justified doubts of the customer’s solvency after the acceptance of order, we are entitled to require full payment or appropriate securities before supplying and/or after an unsuccessful period of grace to withdraw from contract. Apart from delay of payment already occurred the provided information of a bank, inquiry agency or enterprise doing business with the customer or similar is to be seen as the proof of a substantial deterioration in matters of property, taken for granted this information has been procured with the diligence customary for a merchant in ordinary.

9.2 In case the supplying has already been performed the invoice accounts in question are immediately due for payment regardless of any agreed-upon terms of payment, possibly under return of acceptances.


10. Non-disclosure agreement

10.1 The customer commits himself to keep confidential all business information made accessible and/or to observe secrecy of the know-how beyond the duration of the business relationship. Information which is public knowledge or has been received from a third party is excluded from this agreement.


11. Place of performance, court of arbitration, applicable right

11.1 Place of performance for the subjects of delivery is the place where the goods are manufactured and/or from where they are supplied. Place of performance for the payments is our registered place of business.

11.2 Legal domicile is our registered place of business. We are however entitled to initiate legal proceedings against the customer at any other legal domicile.

11.3 The contract shall be governed by German law except for the conflict of law provisions, particularly the standardized United Nations Contract and further conventions for the right of sale of goods.