1. Validity of Conditions

1.1 Our terms and conditions of sale and delivery apply exclusively; we do not recognize any terms and conditions of the purchaser that contradict or deviate from our terms and conditions of sale and delivery unless we have explicitly agreed to their validity in writing. Our terms and conditions of sale and delivery also apply if we execute the delivery to the purchaser unconditionally while being aware of conflicting or deviating terms and conditions of the purchaser.

1.2 All agreements made between us and the purchaser for the purpose of executing the delivery contract must be recorded in writing in this contract.

1.3 Our terms and conditions of sale and delivery also apply to all future transactions with the purchaser.

2. Offers

2.1 If the order qualifies as an offer according to § 145 BGB, we can accept it within 4 weeks. Documents belonging to our offer, such as illustrations, drawings, weight, and dimensional specifications, are only approximate unless explicitly stated as binding. We reserve ownership and copyright of cost estimates, drawings, and other documents; they must not be made accessible to third parties. Likewise, we are obliged to make plans marked as confidential by the purchaser accessible to third parties only with the purchaser’s consent.

2.2 Our offers are non-binding and subject to change. All contracts are concluded upon receipt of our written order confirmation or at the latest upon delivery. The scope of delivery is determined by our written order confirmation. Side agreements and changes require our written confirmation.

3. Prices / Payments

3.1 Unless otherwise agreed, prices are ex-works, including loading at the factory, but excluding packaging. Value-added tax at the statutory rate is added to the prices.

3.2 Unless otherwise agreed, payment is to be made in cash without any deductions to our payment office: one-third upon receipt of the order confirmation, one-third as soon as we have notified that the main parts are ready for dispatch, and the remainder within one month after delivery. If the purchaser is in default of payment, we are entitled to charge default interest at a rate of 4% above the respective base interest rate per annum. If we can prove higher damages caused by default, we are entitled to claim them. The purchaser is, however, entitled to prove that no damage or significantly lower damage was incurred as a result of the delay in payment.

3.3 The purchaser is only entitled to set-off rights if his counterclaims are legally established, undisputed, or recognized by us. Furthermore, he is entitled to exercise a right of retention only to the extent that his counterclaim is based on the same contractual relationship and is also legally established, undisputed, or recognized by us.

3.4 Bills of exchange and checks are only accepted on account of performance, and the resulting costs are to be borne by the purchaser and are due upon acceptance of the bill of exchange or check.

3.5 In the event of justified doubts about the purchaser’s solvency, especially in the case of payment arrears, we are entitled, subject to further claims, to revoke granted payment terms and make our claims, including any bills of exchange, due immediately. We can also demand advance payments or securities for further deliveries. Agreed current account relationships can be terminated with immediate retroactive effect. In this case, the purchaser is no longer liable for the balance but for the payment of the individual deliveries.

3.6 An invoice or statement of account is considered accepted if not objected to in writing within 14 days. The date of receipt is decisive for compliance with the deadline.

4. Delivery Times

4.1 The delivery period begins with the dispatch of the order confirmation but not before the provision of the documents, approvals, and releases to be obtained by the purchaser, as well as the receipt of an agreed advance payment.

4.2 The delivery period is met if the delivery item has left the factory by the end of the period, or readiness for dispatch has been notified, or, if assembly is part of the contract, upon its completion.

4.3 The delivery period is reasonably extended in the event of measures within the framework of industrial disputes, particularly strikes and lockouts, as well as in the event of the occurrence of unforeseen obstacles beyond our control, provided that such obstacles can be proven to have a significant impact on the completion or delivery of the delivery item. This also applies if such circumstances occur at sub-suppliers. The aforementioned circumstances are also not our responsibility if they occur during an already existing delay. The beginning and end of such obstacles will be communicated to the purchaser as soon as possible in important cases.

4.4 If the purchaser sets us a reasonable grace period with a refusal threat after we are already in default, he is entitled to withdraw from the contract after the unsuccessful expiry of this period. The purchaser is entitled to claim damages for non-performance in the amount of the foreseeable damage only if the delay is due to intent or gross negligence. Otherwise, the liability for damages is limited to a maximum of 5% of the value of the part of the total delivery that cannot be used timely or contractually due to the delay.

4.5 If the dispatch is delayed at the purchaser’s request, the storage costs incurred will be charged to him, starting one month after notification of readiness for dispatch, at least ½% of the invoice amount per month for storage in our factory. We are entitled to dispose of the delivery item otherwise after setting and fruitless expiry of a reasonable deadline and to supply the purchaser with a suitably extended deadline. We are also entitled to claim compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the delivery item passes to the purchaser when he is in default of acceptance.

4.6 Compliance with the delivery period requires the fulfillment of the purchaser’s contractual obligations.

4.7 If we are exempted from delivery in cases of force majeure according to the above regulation but still perform the delivery after the obstacle is removed, we are entitled to charge any additional costs of procuring raw materials and/or to deviate from the composition and guaranteed values to the extent that the hindrance requires and the purchaser’s interest is only insignificantly impaired.

4.8 Delivered items must be accepted by the purchaser, even if they show minor defects, without prejudice to his further rights.

4.9 Partial deliveries are permissible.

4.10 If we are obliged to carry out assembly according to the order, the purchaser must provide the necessary aids at his own expense.

5. Transfer of Risk

5.1 The risk passes to the purchaser at the latest upon dispatch of the delivery parts, even if partial deliveries are made or we have taken on other services, such as shipping costs or delivery and installation. At the purchaser’s request, the shipment will be insured by us at his expense against theft, breakage, transport, fire, and water damage as well as other insurable risks.

6. Warranty

6.1 The purchaser’s warranty rights presuppose that he has duly fulfilled his statutory inspection and complaint obligations.

6.2 All parts that prove to be unusable or significantly impaired in their usability within 6 months from commissioning due to a circumstance occurring before the transfer of risk, particularly due to faulty design, poor materials, or defective workmanship, are to be repaired or replaced free of charge at our reasonable discretion. Replaced parts become our property. If dispatch, installation, or commissioning is delayed without our fault, liability expires no later than 12 months after the transfer of risk. For significant third-party products, our liability is limited to the assignment of the liability claims we have against the supplier of the third-party product.

6.3 The warranty period is 6 months, calculated from the transfer of risk. This period is a statute of limitations and also applies to claims for compensation for consequential damages caused by defects.

6.4 We do not assume any warranty for damages resulting from improper or inappropriate use, faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, improper or negligent handling or maintenance, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground, chemical, electrochemical, or electrical influences, unless they are due to our fault.

6.5 The purchaser must give us the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by us at our reasonable discretion; otherwise, we are released from liability for defects. Only in urgent cases of endangering operational safety and to prevent disproportionately large damages, or if we are in default with the elimination of defects, does the purchaser have the right to eliminate the defect himself or through third parties and to demand reimbursement of the necessary costs from us. In such a case, we must be informed immediately.

6.6 We bear the direct costs arising from the repair or replacement delivery, provided the complaint is justified, the costs of the replacement part including shipping, the reasonable costs of dismantling and installation, and, if this can be reasonably demanded in the individual case, the costs of providing fitters and assistants. Otherwise, the purchaser bears the costs.

6.7 The warranty period for the replacement part and the repair is 3 months. However, it runs at least until the expiry of the original warranty period for the delivery item. The warranty period for the delivery item is extended by the duration of the interruption of operations caused by the rectification work.

6.8 We are not liable for the consequences of any improper changes or repair work carried out by the purchaser or third parties without our prior consent.

6.9 Further claims of the purchaser, especially claims for damages that did not occur on the delivery item itself, are excluded. In particular, we are not liable for loss of production, loss of use, loss of orders, lost profits, or other direct or indirect consequential damages. This limitation of liability does not apply if the damage is due to intent or gross negligence or if we are liable for personal injury or damage to privately used items according to the Product Liability Act.

7. Retention of Title

7.1 We retain ownership of the delivery item until receipt of all payments under the delivery contract.

7.2 The purchaser is obliged to treat the delivery item with care, to insure it adequately against theft, breakage, fire, and water damage at his own expense, and to carry out necessary maintenance and inspection work at his own expense in a timely manner.

7.3 The purchaser is not entitled to pledge the delivery item or transfer ownership as security. In the event of seizures, confiscations, or other disposals or interventions by third parties, he must inform us immediately and provide us with all information and documents necessary to safeguard our rights.

7.4 In the event of breaches of duty by the purchaser, especially in the event of default in payment, we are entitled to take back the delivery item after a reminder and the purchaser is obliged to return it. The assertion of the retention of title as well as the seizure of the delivery item by us is not considered a withdrawal from the contract, unless we have explicitly declared this in writing.

7.5 The purchaser is entitled to resell the delivery item in the ordinary course of business; however, he already now assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim, which accrue to him from the resale against his customers or third parties, regardless of whether the delivery item has been resold without or after processing. The purchaser remains authorized to collect this claim even after 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 his payment obligations from the collected proceeds, does not default on payment, and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, we can demand that the purchaser informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and notifies the debtors (third parties) of the assignment.

7.6 The processing or transformation of the delivery item by the purchaser is always carried out for us. If the delivery item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the delivery item (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the item resulting from processing as to the delivery item delivered under retention of title.

7.7 If the delivery item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the delivery item (final invoice amount including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the purchaser’s item is to be regarded as the main item, it is agreed that the purchaser transfers proportional co-ownership to us. The purchaser keeps the resulting sole or co-ownership for us.

7.8 The purchaser also assigns to us the claims to secure our claims against him that arise against a third party through the combination of the delivery item with a property.

8. Right of Withdrawal / Limitation of Liability

8.1 The purchaser can withdraw from the contract if the entire performance becomes definitely impossible for us before the transfer of risk. The same applies in the event of our inability. The purchaser can also withdraw from the contract if, in an order for similar items, the execution of a part of the delivery becomes impossible in terms of quantity, and he has a justified interest in refusing the partial delivery; if this is not the case, the purchaser can reduce the consideration accordingly.

8.2 If there is a delay in performance within the meaning of section 4 of the terms and conditions of sale and delivery and the purchaser grants us a reasonable grace period with an explicit declaration that he will refuse acceptance of the performance after the expiry of this period, and if this grace period is not adhered to, the purchaser is entitled to withdraw from the contract.

8.3 If the impossibility occurs during the delay in acceptance or due to the purchaser’s fault, he remains obliged to counter-performance.

8.4 Furthermore, the purchaser has a right to withdraw from the contract if we allow a reasonable grace period set for us for the repair or replacement delivery due to a defect for which we are responsible to pass fruitlessly. The purchaser’s right to withdraw from the contract also exists in other cases of our failure to repair or replace the goods.

8.5 Further claims of the purchaser, especially claims for damages of any kind, including those that did not occur on the delivery item itself, are excluded. This limitation of liability does not apply in cases of intent, gross negligence by owners or executive employees, or culpable breach of essential contractual obligations. In the event of culpable breach of essential contractual obligations, we are liable only for the typically occurring damage foreseeable at the time of the contract conclusion. Furthermore, the limitation of liability does not apply in cases where, according to the Product Liability Act, liability is mandatory for personal injury or damage to privately used items in the case of defects in the delivered item. It also does not apply in the absence of properties that are expressly guaranteed if the guarantee was intended to protect the purchaser against damages that did not occur on the delivery item itself.

9. Assembly

If the order includes assembly work, the following terms apply unless otherwise agreed in writing:

9.1 The purchaser must provide the necessary assembly aids such as scaffolding, lifting devices, electricity, water, and gas supplies, etc., at his own expense and ensure their availability and functionality.

9.2 Our assembly personnel are not authorized to carry out work beyond the agreed assembly work. If the purchaser desires such work, it will be invoiced separately.

9.3 If the assembly is delayed due to circumstances for which we are not responsible, the purchaser bears the costs for waiting time and additional travel expenses.

10. Confidentiality

10.1 The purchaser must treat all aspects of the business relationship as confidential. In particular, he is obliged to keep all non-public information of a technical or commercial nature received from us in the course of the business relationship strictly confidential and to use it only in connection with the execution of the specific contract. This obligation continues even after the end of the business relationship.

11. Final Provisions

11.1 The place of performance for all obligations arising from this contract is our registered office.

11.2 The legal venue for all disputes arising from the contractual relationship, its initiation, and execution is our registered office. We are also entitled to sue the purchaser at his general place of jurisdiction.

11.3 The law of the Federal Republic of Germany applies exclusively to this contract. The application of the UN Sales Convention (CISG) is excluded.

11.4 Should any provision of these terms and conditions of sale and delivery be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the intended purpose of the invalid or unenforceable provision.

11.5 Amendments and additions to the contract, including these terms and conditions of sale and delivery, must be made in writing to be effective. This also applies to the waiver of the written form requirement.