General Terms of Delivery
As of October 2011 – Page 1
§ 1 General
(1) Our Terms of Delivery shall exclusively apply to traders within the meaning of § 310, subparagraph 1 BGB (German Civil Code).
§ 2 Conclusion of Contract
(1) We are authorized to accept orders after receipt within a period of two weeks.. Respective acceptance shall either become effective by written confirmation or by delivery of ordered goods. Suchlike order confirmations issued by us shall exclusively cover the scope of respective deliveries. Any subsequent amendments or modifications to orders shall require our explicit written confirmation in order to become effective.
(2) In the event goods are ordered by deploying electronic means, we shall immediately confirm the order’s receipt to the Purchaser. Suchlike confirmations on their own shall not constitute any binding acceptance of the order.
(3) We reserve the existent copyrights to any and all documents, calculations etc., delivered by us. Unless agreed otherwise, suchlike documents and materials shall remain our sole property. Any distribution of suchlike documents and/or materials to any third parties shall be subject to our prior written consent and in absence thereof shall be prohibited.
(4) Any and all Terms of Delivery set forth in previously issued catalogues shall become null and void herewith.
(5) Any and all offers shall be subject to confirmation. We reserve the right to such deviations from the information provided in catalogues, brochures, or on the internet to our devices’ construction, versions or performance that are of negligible nature or related to technical developments.
(6) Partial deliveries shall not be admissible. Each partial delivery shall generally be treated as a separate transaction.
§ 3 Delivery Times
(1) Our Time for Delivery shall commence with sending the order confirmation to the Purchaser. However, commencement of Delivery Times set forth hereunder shall generally be subject to any and all technical issues and performance details being clarified.
(2) Our delivery obligations shall furthermore depend on the timely and proper fulfillment of all of the Purchaser’s obligations (e.g. the submission of documents, permits, approvals etc. to be obtained and furnished by the Purchaser).
(3) The delivery period shall be considered met if by the expiration date even ship the items or if the buyer was willing sent in writing. In the event, the Parties hereto have agreed the deliverables’ installation and/or assembling, the Time for Delivery shall be deemed as met if such installation and/or assembling takes place within the respective term.
(4) In the event the stipulated Times for Delivery cannot be met due to reasons of force majeure – such as war, acts of nature etc. or events such as industrial actions etc. – the Time for Delivery shall extend accordingly.
(5) In the event, the Purchase is in default of acceptance, we shall be entitled to claim compensation for our damages. Any and all rights to further claims shall be reserved. In the event compensation is claimed instead of performance fulfillment, as set forth in § 281 BGB (German Civil Code), we shall be entitled to claim 20% of the sales price for compensation. The buyer reserves it right to prove that actual damage was not created or significantly lower than the aforementioned lump sum.
§ 4 Terms of Payment
(1) Price lists as well as prices stated in catalogues and on the internet shall be subject to confirmation. Agreements on fixed prices shall generally be made in writing.
(2) Our prices shall be “ex factory” or ex depot (EXW D-57518 Alsdorf – INCOTERMS 2010), and exclusive of packaging, shipment, assembling, commissioning, and any other extras (e.g. customs duty). Suchlike extras shall be invoiced separately.
(3) Our prices shall be exclusive of statutory VAT. The statutory VAT shall be separately accounted for on respective invoices.
(4) Any deduction of early payment discounts shall be agreed separately in writing. In the absence of suchlike agreement in written form, any respective deduction shall be inadmissible.
(5) Purchase prices shall be paid net, within 14 days as of respective invoice dates, and free of any transaction charges. After expiration of the respective payment deadlines the Purchaser shall be deemed to be in
(6) default with payment. The statutory provisions with respect to consequences of default shall apply. The same shall apply for separately invoiced partial deliveries.
(7) In the event deliveries should be performed later than four months after our respective order confirmations, we shall be entitled to invoice the prices then current.
(8) Unless suchlike counterclaims have been legally established, are of undisputed nature, or have been accepted by us, and are based upon this same contractual relationship, the Purchaser shall not be entitled to claim rights to off-set or retain.
(10) Our representatives and assembly operators shall only be entitled to collect if they are provided with respective authorizations.
(11) Bills will not be accepted. Checks will generally be accepted exclusively on account of payment.
§ 5 Set-up & Assembly
(1) Unless agreed otherwise in writing, the Purchaser shall bear any and all costs arising to us for set-up, assembly etc. in relation to the Purchaser’s delivery. In addition to the agreed compensation, the Purchaser shall bear all required extra charges such as fare and travel expenses.
If necessary, the Purchaser shall in due time provide for:
– unskilled and/or additionally required skilled employees
– any and all equipment required for assembly, delivery, and commissioning
– required power and water supply as well as appropriate heating and lighting
– all required service supplies on-site, implemented by specialists
– lockable storage space for materials, tools etc.
– appropriate staff rooms and sanitary facilities for our personnel
Any and all costs arising in relation therewith shall be borne by the Purchaser.
(2) If applicable, the Purchaser shall – prior to our assembling staff’s work commencement – inform us on the positioning of possibly existing concealed power, gas, and/or water supply lines.
(3) In the event assembly, set-up, or commission should be delayed due to reasons beyond our responsibilities, the Purchaser shall bear any and all respectively resulting costs arising to us.
(4) After the deliverable’s completion, the Purchaser shall accept the delivery within two weeks as of our respective demand. Otherwise, the delivery shall automatically be deemed accepted. Furthermore, the Purchaser’s commissioning of deliverables shall constitute the delivery’s acceptance. The acceptance of deliverables shall be documented in form of a report which is to be signed by the Purchaser.
§ 6 Transfer of Risk
(1) Unless otherwise specified within respective order confirmations, deliveries shall be agreed “ex factory” (EXW D-57518 Alsdorf INCOTERMS 2010). In the event the Parties hereto have agreed on the deliverable’s shipment, the respective shipment method shall be at our discretion.
(2) The risk of accidental loss or accidental deterioration of the goods shall transfer to the Purchaser with the goods’ delivery. In the event of sales involving the carriage of goods, the respective risks shall transfer to the Purchaser upon the goods’ delivery to the forwarder or any other person responsible for shipment.
(3) If requested by the Purchaser, we shall cover deliveries by transport insurance. Any and all costs in relation therewith shall be borne by the Purchaser.
§ 7 Liability for Defects
(1) Any and all claims with respect to defects shall be subject to the Purchaser fulfilling its duty of inspection and notification as per § 377 HGB (German Commercial Code). In particular, products shall be tested as to their functionality prior to respective commissioning, and measuring instruments shall be checked for correct indications and, if necessary, gauged. The Purchaser shall adhere to respectively provided instruction manuals.
(2) Usual tolerances with respect to dimensions, weight etc. shall not constitute a defect.
(3) In the event purchased goods show defects, we shall, at our sole discretion, in the first instance offer respective rework or spare parts. In the event we decide to rectify defects, we shall be obliged to bear any and all required expenses, in particular costs for transportation, labor, and materials. The abovementioned shall not apply if ordered goods have been relocated to places other than the respective place of fulfillment, and suchlike circumstances result in higher costs.
(4) In the event we fail to cure defects, the Purchase shall be entitled to demand abatement of the purchase price or rescind the sales contract. However, he Purchaser shall not be entitled to any rights of withdrawal in the presence of negligible lacks of conformity. The aforementioned shall in particular apply to insignificant deviations from conditions as per contract.
(5) In the event the Purchaser is provided with an inadequate assembly instruction, we shall only be obliged to deliver an assembly instruction free from faults. This provision shall also apply in case the assembly instruction’s deficiencies exclude proper assembly.
(6) The warranty period for new and used goods for one year. Moreover, the statutory warranty period of two years for the assertion of damage claims by the Purchaser, which are directed to the replacement of a body or health damage or be based on gross negligence.
(7) Any assignment of warranty claims shall be subject to our prior written consent.
(8) We shall not grant the Purchaser any warranties in the legal sense. Any manufacturer’s warranties shall remain unaffected hereby.
§ 8 Reservation of Proprietary Rights
(1) We shall reserve title to the goods until receipt of all payments for services resulting from the contracts concluded with the Purchaser.
(2) At all times, the Purchaser shall be obliged to treat delivered goods with care, and insure them against damage arising by fire, water, and thievery. The costs for suchlike insurance shall be borne by the Purchaser.
(3) In the event the Purchaser is in default with payment, we shall be entitled to take back delivered goods. However, suchlike proceeding shall not constitute withdrawal from contracts. If hoods have been taken back by us, we shall also be entitled to realize respective goods. Any proceeds achieved thereby shall be set off against accounts payable by the Purchaser.
(4) The Purchaser shall be obliged to immediately inform us in writing if delivered goods are seized.
(5) The Purchaser shall be entitled to sell purchased goods within the scope of regular transactions. However, the Purchaser shall assign to us as of now any and all receivables (including VAT) to the value of the invoice amount resulting from suchlike resale.
(6) We reserve the right to collect respective receivables ourselves. However, we will only exercise this right in the event the Purchaser fails to perform its payment obligations or is in default with payment. The same shall apply in case the Purchaser’s capital should be subject to a petition for initiating insolvency proceedings.
(7) The Purchaser shall assign to us all claims arising against a third party due combining the purchased goods with real property.
§ 9 Test Deliveries
Unless agreed otherwise, the Purchaser shall bear freight charges as well as costs for packaging and insurance and expenses arising due to possible deterioration in the event, goods are delivered for test and trial purposes. Furthermore, the Purchaser shall be liable for possible loss of or damage to delivered goods throughout the test period. At all times, possibly returned goods shall be properly cleaned and covered by transport insurance, which shall be paid by the Purchaser.
§ 10 Miscellaneous
Any liabilities in relation to non-conformity with the provisions set forth in the German Equipment and Products Safety Act shall be limited to products which were introduced to the market after 05/01/2004. Further claims for compensation shall only be limited to damages resulting from intentional or grossly negligent violation of obligations. To the extent permitted by law, any and all liabilities shall be limited to respective product values.
§ 11 Place of Jurisdiction & Fulfillment
(1) The place of jurisdiction shall be at our place of business.
(2) This agreement shall be governed by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded. The aforesaid shall also apply if the Purchaser is of foreign nationality or its place of business is registered abroad.
(3) Unless specified otherwise in respective order confirmations, our place of business shall also be place of fulfillment.
(4) In the event individual provisions of the contract concluded with the Purchaser and/or these General Terms & Conditions should be or become invalid in whole or in part, this shall not affect the remaining provisions’ validity.