General Terms and Conditions


§ 1 Scope

(1)  All deliveries, services and offers of the seller are exclusively made on the basis of these General Terms of Delivery. They are a component part of all contracts concluded by the seller with its contractual partners (also referred to in the following as "clients") for deliveries or services it offers. They also apply to all future deliveries, services or offers to the client, even if they have not been separately agreed.

(2)  Terms and Conditions of the client or third parties do not apply, even if the seller has not separately rejected their validity in individual cases. Even if the seller makes reference to a letter which contains or refers to Terms and Conditions of the client or a third party, this does not count as an agreement with the applicability of those Terms and Conditions.

§ 2 Offer and conclusion of the contract

(1) All offers of the seller are subject to change and are non-binding, provided they are not explicitly marked as binding or contain a certain term of acceptance. The seller can accept orders or purchase orders within fourteen days of receipt.

(2)  The written concluded purchase contract alone is authoritative for the legal relationship between the seller and buyer, including these General Terms of Delivery. This fully reflects all agreements between the contractual parties on the subject matter of the contract. Verbal assurances of the seller before the conclusion of this contract are not legally binding and verbal agreements of the contractual parties are replaced by the written contract, provided it does not explicitly state that the verbal agreements are still binding.

(3)  Supplements and amendments to agreements, including these General Terms of Delivery, must be in writing in order to have effect. With the exception of general managers or authorised signatories, the employees of the seller are not permitted to make verbal agreements which deviate from these conditions. For compliance with the written form, it shall be sufficient to transmit information by means of telecommunications, especially by facsimile message or email, provided the copy of the signed declaration is transmitted,

(4)  Information from the seller about the subject matter of delivery (e.g. weights, dimensions, functional values, resilience, tolerances and technical data) as well as our depictions (e.g. drawings and data) are only indicative, provided the application for the contractually intended purpose does not require precise adherence. They do not represent a guarantee of characteristics, but are merely descriptions or markings of the delivery or service. Industry-standard deviations and deviations which are made due to legal regulations or technical improvements, as well as the replacement of components with equivalent parts, are permitted, provided they do not affect the application according to the intended contractual purpose.

(5)  The seller retains the ownership or copyright on all offers and quotations it makes as well as all illustrations, drawings, calculations, brochures, catalogues, models, tools or other documentation and aids which it has made available to the client. The client is not permitted to either make the subject matter of this contract or its content available to third parties without the explicit agreement of the seller, or to use it or reproduce it itself or via third parties. The client has to hand back the subject matter on request of the seller in full and to destroy any copies, if they are no longer needed in the normal course of business or if negotiations do not lead to the conclusion of a contract. Excepted from this shall be the storage for routine backup purposes of data  that is made available in an electronic form.

§ 3 Prices and payment

(1)  The prices apply to the scope of performance and delivery as set out in the order confirmations. Additional or special services will be charged separately. Prices are in EURO and ex works, excluding packaging, statutory value.added tax and customs duties for exports, as well as charges and public levies.

(2)  Invoice amounts must be paid in full within thirty days, unless otherwise agreed with us in writing. Receipt by the seller shall be authoritative for the date of payment. Payments by cheque will not be accepted, unless otherwise agreed with us in individual cases. Where the client does not make payment by the due date, interest of 5% p.a. shall be payable on the outstanding amounts from the date of maturity; the exercise of a higher interest rate and other damages in cases of default is unaffected.

(1) All offers of the seller are subject to change and are non-binding, provided they are not explicitly marked as binding or contain a certain term of acceptance. The seller can accept orders or purchase orders within fourteen days of receipt.

(4)  Where the seller, after conclusion of the contract, becomes aware of circumstances that are suitable to significantly reduce the creditworthiness of the client and that may jeopardise payment by the client of the seller's outstanding receivables from the respective contractual relationship (including from other individual contracts that are subject to the provisions of the same framework contract), the seller shall be authorised to perform outstanding deliveries or services only subject to advance payment or the provision of collateral.

§ 4 Delivery and delivery time

(1)  Deliveries are made ex Döbeln.

(2)  Deadlines and periods for deliveries and services given by the seller are at all times only approximate, unless a fixed period or deadline has been explicitly accepted or agreed. If a dispatch has been agreed then the delivery periods and deadlines refer to the time of the transfer of the goods to the freight forwarder, haulier or any other third party contracted with the transport.

(3)  The seller can – without prejudice to its rights resulting from default by the client – demand from the client an extension to the delivery or service periods or a postponement of the delivery and service deadlines by the period in which the client did not meet its contractual obligations to the seller.

(4)  The seller is neither liable if it is impossible to make the delivery nor for delivery delays if they are due to force majeure or other events which are not foreseeable at the time of the conclusion of the contract (e.g. disruptions in operations of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lock-outs, lack of work force, energy or raw materials, difficulties in the procurement of necessary official permits, official measures or incorrect or delayed delivery by suppliers), for which the seller is not responsible. If these events make it extremely difficult or impossible for the seller to perform the delivery or service and the hindrance is not just of a temporary nature, then the seller is authorised to withdraw from the contract. In case of temporary hindrances, the delivery or service periods are extended or postponed by the duration of the hindrance plus a suitable start-up period. If the client is not to be expected to accept the delivery or service due to the delay, then it can withdraw from the contract by issuing an immediate written declaration to the seller.

(5) The seller is only permitted to make part deliveries if the part deliveries can be used by the client within the scope of the contractual purpose, the delivery of the rest of the ordered goods is guaranteed and the client does not incur significant extra expense or additional costs as a result (unless the seller declares that it is prepared to pay for these costs).

(6) If the seller is late with a delivery or service or if it is impossible for the seller to perform a delivery or service, regardless of the reason, then the liability of the seller is limited to compensation in accordance with section 8 of these General Terms of Delivery.

§ 5 Place of performance, dispatch, packaging, transfer of risk and acceptance

(1)  The place of performance for all obligations from this contractual relationship is Döbeln, provided nothing contrary is stated. If the seller is contracted to perform installation, the place of performance is the site at which installation will take place.

(2)  The type of dispatch and packaging are subject to the discretion of the seller, exercising all due care and diligence.

(3)  The risk is transferred to the freight forwarder, haulier or any other third party contracted with the delivery to the client at the latest with the handover of the contractual item (whereby the start of the loading process is authoritative). This also applies if part deliveries are made or the seller has taken on other services (e.g. dispatch or installation). If the dispatch or hand-over is delayed due to circumstances which are caused by the client, then the risk is transferred to the client on the day when the seller has prepared the consignment ready for shipping and has notified the client of this circumstance.

(4)  Storage costs after the transfer of risk are to be borne by the client. If the goods are stored by the seller then the storage costs amount to 0.25% of the invoiced amount of the stored items for delivery per lapsed week. The right to exercise claims for and to furnish evidence of higher or lower storage costs is reserved.

(5) The delivery is only insured by the seller against theft, breakage, transport, fire and water damage or other insurable risks on the explicit request of the client and at their expense.

(6) Where formal acceptance is necessary, the purchased item shall be considered accepted when - the delivery and, insofar as the seller also owes installation, the installation are complete, - the seller has notified the client of this circumstance with due reference to the assumption of acceptance and has instructed the client to perform acceptance - twelve workdays have passed since the delivery or installation or the client has started to use the purchased item (e.g. put the delivered system into operation) and more than six workdays in this case have passed since delivery or installation, and - the client fails to perform acceptance within this period for reasons other than notification of the seller of defects that would make use of the purchased item impossible or significantly more difficult.

§ 6 Warranty, material defects

(1)  The warranty period is one year from delivery and, where acceptance is agreed, one year from acceptance. This period does not apply to claims to compensation by the client due to injuries to life, limb or health or to intentional or grossly negligent violations of obligations by the seller or its vicarious agents, which in each case shall lapse according to the statutory limitation periods.

(2) The items delivered are to be carefully examined immediately after their delivery to the client or a specified third party. The items are deemed to be approved by the client if the seller does not receive a notification of defects with regards to evident defects or other defects which could not be recognised in an immediate, careful examination, within seven days of the delivery of the contractual item. In regard to other defects, the delivered items shall be considered approved by the client if the notice of defects is not received by the seller within seven of the defect becoming apparent; where the defect was evident to the client at an earlier date under normal use, this earlier date shall apply as the start of the notification period. At the seller‘s request the defective contractual item is to be sent back to the seller free-of-charge. In case of justified notification of defects the seller shall compensate the client for the costs of the least expensive delivery mode; this does not apply if the costs increase because the contractual item is at a location other than the place where it is intended to be used.

(3)  In case of material defects to the contractual items the seller is obliged and authorised to remedy the defect or provide replacement delivery within a suitable period, at its discretion. In case of the failure i.e. inability, unreasonableness, refusal or unacceptable delay of the remedy or replacement delivery, the client is permitted to withdraw from the contract or reduce the purchase price by a reasonable amount.

(4)  If a defect is due to the fault of the seller the client can demand compensation under the conditions set out in section 8. In case of defects to components of other manufacturers, which the seller cannot remedy due to the license law or for technical reasons, then the seller shall, at its discretion, exercise its warranty claims against the manufacturer and suppliers for the account of the client, or assign the claims to the client.

(5) Warranty claims against the seller only exist for defects of this kind if the other conditions are met and in accordance with these General Terms of Delivery if the legal exercise of the aforementioned claims against the manufacturer and suppliers was unsuccessful or there is no prospect of success, for example due to insolvency. During the course of the legal dispute the limitation period for the affected guarantee claims of the client against the seller is suspended.

(6)  The warranty shall lapse if the client alters the contractual item without the agreement of the seller or has a third party make the alteration and this makes the removal of the defect impossible or unreasonably more difficult. In any case the client shall carry the additional costs for the remedy of the defect caused by the alteration.

(7) A delivery of used items agreed individually with the client is excluded from any warranty for material defects.

§ 7 Property rights

(1)  According to section 7 of these conditions, the seller shall be responsible for ensuring that the contractual item is free from industrial property rights or copyrights of third parties. Each contractual partner shall inform the other immediately in writing if claims are exercised against them due to the violation of rights of this kind.

(2)  If the contractual item violates an industrial property right or copyright of a third party, then the seller shall modify or exchange the item at its discretion and expense, so that the rights of third parties are no longer violated, but the contractual item still meets the contractually agreed function, or shall obtain the rights of use for the purchaser by concluding a licence agreement. If the seller is unable to do this within a reasonable period of time, the client is authorised to withdraw from the contract or to reduce the purchase price by a reasonable amount. Any compensation claims of the client are subject to the limitations of section 8 of these General Terms of Delivery.

(3)  In case of legal violations by products of other manufacturers supplied by the buyer, the seller shall, at its discretion, assert its claims against the manufacturer and pre-suppliers for the account of the client or assign the claims to the client. In these cases claims against the supplier only exist in accordance with this section 7 if the legal assertion of the aforementioned claims against the manufacturer and pre-suppliers was unsuccessful or there is no prospect of success, for example due to insolvency.

§ 8 Liability for damages due to fault

(1)  The liability of the seller to provide compensation, regardless of the legal grounds but in particular due to impossibility, delay, defective or incorrect delivery, contractual violation, violation of obligations in contractual negotiations and tort, is limited according to this section 8, provided the question of fault is authoritative.

(2) Where the matter does not concern a violation of a material contractual obligation, the seller is not liable in case of simple negligence of its committees, legal representatives, employees or other vicarious agents. Material contractual obligations are obligations to make punctual deliveries and installation of the contractual items, their freedom from defects of title and material defects that restrict functions or utility in a manner that is more than insignificant, as well as to fulfil obligations for consultation, safekeeping and the exercise of due care that enable the client to use the contractual item according to the contract, or to protect the life or limb of personnel of the client or third parties or the property of the client from significant damage.

(3)  Where the seller is liable in principle to pay compensation for damages pursuant to section 8(2), this liability is limited to damages which the seller had foreseen or should have foreseen through application of customary diligence as possible consequences of a contractual violation when the contract was concluded. Indirect damages and consequential damages that are the consequence of defects to the contractual item shall only be indemnified if the damages are typically to be expected under proper use of the contractual item.

(4)  In case of liability for simple negligence the obligation of the seller to provide compensation for material or personal damages is limited to €5,000,000.00 per claim (equivalent to the current cover amount of its product or third-party liability policy), even if the matter concerned was a violation of a material contractual obligation.

(5) The disclaimers and limitations of liability above shall apply to the same extent to the benefit of committees, legal representatives, employees and other vicarious agents of the seller.

(6) Where the seller provides technical information or consulting services and this information or consulting is not part of the contractually agreed scope of services owed by the seller, they shall be provided without remuneration and to the exclusion of all liability.

(7) The limitations of this section 8 do not apply to the liability of the seller due to wilful intent, to assured characteristics, to injury to life, limb or health or in accordance with the Product Liability Act (ProdHG).

§ 9 Retention of title

(1) The following agreed retention of title serves to secure all existing, current and future claims of the seller against the buyer arising from the supply relationship between the parties (including balance claims from a current account relationship limited to this delivery relationship).

(2)  The goods delivered by the seller to the buyer shall remain the property of the seller until all secured claims have been paid completely. The goods as well as the goods covered by the retention of title replacing them in accordance with the following provisions shall hereinafter be referred to as "reserved goods".

(3)  The buyer shall store the reserved goods free of charge for the seller.

(4)  The buyer is entitled to process and sell the reserved goods in the ordinary course of business until the case of liquidation (section 9) has occurred. Pledges and transfers by way of security are not permitted.

(5)  If the reserved goods are processed by the buyer, it is agreed that the processing is carried out in the name and for the account of the seller as manufacturer and that the seller directly acquires the ownership or – if the processing is carried out from materials of several owners or the value of the processed object is higher than the value of the reserved goods – the co-ownership (fractional ownership) of the newly created object in the ratio of the value of the reserved goods to the value of the newly created object. For the event that this acquisition of ownership does not occur for the seller, the buyer automatically transfers ownership or – according to the ratio stated above – co-ownership of the newly created object to the seller by way of security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, the seller shall assign to the buyer, to the extent that the main item belongs to him, the proportionate co-ownership of the uniform item in the proportion stated in sentence 1.

(6)  In the event of resale of the goods subject to retention of title (as far as material is concerned), the buyer hereby assigns to the seller, by way of security, the resulting claim against the purchaser – in the case of co-ownership of the seller in the goods subject to retention of title pro rata in accordance with the co-ownership share. The same applies to other claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The seller extends to the buyer the revocable authorisation to collect the claims assigned to the seller in its own name. The seller may only revoke this authorisation to collect in the case of liquidation.

(7)  If third parties seek to access the reserved goods, in particular by seizure, the buyer shall immediately inform them of the seller's ownership and inform the seller thereof such that it may exercise its ownership rights. If the third party is not in a position to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable to the seller for such costs.

(8)  The seller shall release the goods subject to retention of title as well as the items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%. It is at the discretion of the seller to select the items for release.


§ 10 Final provisions

(1)  Where the client is a registered business, a legal entity under public law or a special asset under public law, or where the client does not have an ordinary place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between the seller and the client shall be, at the discretion of the seller, either Döbeln or the registered address of the client. Döbeln shall in all cases be the exclusive place of jurisdiction for all claims brought against the seller. Mandatory law on exclusive places of jurisdiction remain unaffected.

(2) The relationships between the seller and the client are exclusively governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) does not apply.

(3)  Any omissions contained in the contract or these General Terms of Delivery shall be automatically replaced with lawful provisions that the contracting partners, with due consideration of the commercial intentions of the contract and the purpose of these General Terms of Delivery, would have agreed if they had recognised the omission from the beginning.

NOTE: The client is aware that the seller stores data from this contractual relationship for the purpose of data processing pursuant to section 28 Federal Data Protection Act (BDSG) and that it reserves the right, where necessary for the performance of the contract, to transfer this data to third parties (e.g. insurance companies).