General Business Terms and Conditions

1. General:

Exclusively our sales and delivery conditions form the basis for all offers, order confirmations, deliveries and agreements. Other terms and conditions are binding for us only if we have acknowledged them in writing. Our offers, including prices, are non-binding. Orders shall then only be considered as having been accepted if we have confirmed them in writing or delivery is made. Agreements with our representatives, regardless of whether oral or written, shall only then be considered as binding if we have confirmed them in writing. A contractual conclusion or an agreement shall remain binding as a whole even in the event of the simultaneous invalidity of individual provisions. If the Buyer does not raise an objection within a week from the time the order confirmation is received, then his silence shall be considered to constitute agreement with the terms and conditions contained therein. The data specified in our printed materials are approximate values and thus non-binding. We determine them to the best of our knowledge and belief and assume no further liability. The delivery is made upon the account and at the risk of the Customer. Cost estimates are non-binding and subject to a charge.

2. Price:

If other agreements have not been confirmed by us in writing, our prices shall apply ex warehouse or ex works plus the statutory VAT. Packaging, freight and unloading costs are not included in the prices. The calculation basis is respectively our price list valid on the shipping date.

3. Retention of Ownership and Security:

The delivered goods shall remain our property until the fulfillment is made of the payment claims that we are entitled to from the business relationship with the Customer. A resale of the retained goods is only permitted to the resellers in the proper course of business against a cash payment, otherwise only subject to the transfer of the retention of ownership: Other disposals, particularly transfers of ownership by way of security and pledging are not permitted.

The Customer shall already now transfer to us his future payment claims from the resale of the retained goods to the third-party consumer up to the amount of our entire payment claims. He shall be entitled to collect the payment claims originating from the resale that have been assigned to us until such collection rights are revoked; he shall be obliged to notify us in the name of the third-party consumer or consumers regarding the amount of the payment claims upon request.

Notification of any losses, damages, attachments or other interventions by third parties regarding the retained goods or the attachment of the payment claims assigned to us must be immediately made to us by the Customer, in the event of the attachment of the retained goods subject to the sending of the attachment records and, in the event of the attachment of the assigned payment claims, subject to the sending of the attachment and transfer ruling. The Customer must reimburse us for any costs incurred for interventions.

If, after the contractual conclusion, we become aware of circumstances that reduce the creditworthiness of the Customer (e.g., bankruptcy, negative credit information, etc.), we shall be entitled without further ado to demand the return of the goods supplied or immediate payment for security purposes. Furthermore, we shall be entitled in our discretion to demand provisions of security or prepayments for the goods that are still to be delivered.

4. Payments:

Payments must be made within the agreed-upon payment timeframe. The payment date shall be considered to be the date upon which the amount becomes available to us. In the event of payment default and notwithstanding any other rights and claims, we shall be entitled to charge default interest. We expressly reserve the right to accept checks and bills of exchange. If we accept checks or bills of exchange, the acceptance shall be made only for payment purposes. We accept no guarantee for the timely presentation or lodging of protests. Compensation must be provided for discount charges.

In the event that checks or bills of exchange are not honored, payments are discontinued or proceedings are commenced for the settlement of debts, all our payment claims shall become immediately due for payment even if they have been deferred or if installment payments have been agreed upon between the parties; in these cases, we shall also be entitled to return accepted bills of exchange or checks for payment purposes and to assert the original payment claim.

The Customer may only offset against such payment claims that are undisputed or established to be legally valid.

Arbitrary invoice reductions shall not be accepted. In the event of differences or returns, credit or value credit must be requested.

5. Delivery Timeframes, Non-Acceptance of the Delivery, Transfer of Risk:

The delivery timeframes are only binding if we have confirmed them in writing. If the delivery is not made within a timeframe agreed upon in writing between the parties, the Customer shall be entitled to rescind the agreement only if we have not adhered to an appropriate extension period that he has set in writing. A claim to damage compensation due to default shall exist only if it concerns a fixed transaction, if the performance is not rendered due to circumstances for which we are responsible due to intentional wrongdoing or gross negligence.

A delivery timeframe confirmed in writing shall be extended appropriately if our adherence or the adherence of our suppliers is not possible due to circumstances beyond our control such as natural catastrophes, war, civil unrest, governmental measures, shortages of raw materials or energy, traffic disruptions, fire damage, labor struggles and the like. In the event that the aforementioned circumstances should last longer than 4 weeks, each contractual partner shall be entitled to rescind the agreement.

Partial deliveries are permitted even if this has not been particularly mentioned in the order confirmation. The notification of the readiness to pick up or readiness to ship shall be equal to the delivery. If the Customer does not accept delivery of the goods, we shall be entitled to set an extension period for delivery acceptance of 10 days. Thereafter, we may withdraw from the agreement or demand damage compensation due to non-performance. As damage compensation, we may request 15% of the purchase price without being required to document such damages; the assertion of higher actual damages incurred shall not be excluded by so doing. The other contractual party shall have the right to attempt to document that no damages or value reduction has been suffered or that it is substantially smaller than the lump-sum amount. The risk shall be transferred to the Customer when the delivery product leaves the factory, even in the event that partial deliveries are made.

6. Shipping:

Shipping shall be made on the account and at the risk of the Buyer. Transport damages or missing packaging units must thus be immediately reported to the carrier upon delivery. Other delivery complaints or obvious defects must be asserted with us within 8 days of the receipt of the merchandise. Otherwise, the Buyer loses all claims due to such defects.

7. Warranty:

For defects which also include the lack of guaranteed quality features, we shall be liable as follows:

In our discretion, we shall rectify all those parts free of charge or make a new delivery if, due to a set of circumstances before risk is transferred, such parts become unusable or significantly reduced in their usability, particularly due to faulty design or defective materials. If we do not adhere to an appropriate extension period set for us for the rectification of the defects or the rectification of the defects is impossible for us or we refuse to make such rectification, the Customer may assert claims for subsequent performance. In the event of a substantiated notification of defects, we must always have the opportunity to take back the goods supplied and to, in our discretion, pay compensation for the purchase price or make a subsequent delivery of corresponding defect-free goods or goods of higher value from our delivery program. In the event that the replacement delivery or rectification of defects is unsuccessful, the Customer may demand subsequent performance of the agreement. Furthermore, the Customer may assert no further claims against us, particularly no damage compensation claims due to indirect or direct damages. We may refuse to eliminate the defects as long as the Customer has not paid the portion of the purchase price that corresponds to the value of the goods in their defective condition.

The assurance of quality features shall always require our express written confirmation.

The liability for defects shall not extend to natural wear and tear or damages that are caused by improper handling, excessive operational demands, or external mechanical or atmospheric influences.

Any warranty shall be excluded for used machines, apparatus or other goods unless we have been expressly obliged to provide a warranty in our order confirmation. A warranty provided in accordance with our order confirmation shall be subject to the proviso that we eliminate the defects within an appropriate timeframe free of charge.

Other claims of the Customer that are specified in the aforementioned provisions, particularly claims for damage compensation that are not created upon the delivery product itself, are excluded unless mandatory liability applies in accordance with the statutory provisions.

If the agreement involves the operations of the commercial enterprise of the Customer, any transport costs incurred due to the warranty shall be at his expense. For entrepreneurs, the statute of limitations for defect claims shall be one year from the delivery of the goods in the case of § 438 Para. 1 No. 3. This shall not apply if there has been fraudulent intent or gross negligence upon the part of the Customer.

If the Customer receives erroneous installation instructions, we shall be obliged to merely supply installation instructions that are free of errors and this only then if the defect of the installation instructions prevents proper installation.

If the Customer does not follow our operational or maintenance instructions, makes changes to the products, exchanges parts or uses second-hand materials, any warranty upon our part shall cease to apply unless the Customer disproves a correspondingly substantiated assertion that one of these sets of circumstances caused the defect.

We can only then recognize a claim of defects if we receive a report of defects with the exact description of the defects, with the machine name and purchasing documentation.

In principle, repair work carried out by third-party companies shall not be recognized unless we or our trading partner have awarded such repair work orders in writing in advance.
Damage to electrical systems and motors shall only be recognized if the connection is proven to have been made in accordance with VDE [Association of German Electrical Engineers] guidelines.

8. Complaints, Return Shipments, Right of Retention:

Complaints due to ascertainable defects or an ascertainably incorrect or incomplete delivery must be immediately reported to us in writing, no later than 8 days after receipt of the goods or other performances; other defects must be immediately reported to us in writing after their discovery; in any case, however, within the statutory warranty period. Goods that have been sold as lower-quality goods shall not be subject to this notification of defects in this case.

In the event of an untimely notification, the delivery shall be considered as having been approved. Return shipments are possible only with our prior approval. In the event of return deliveries or return shipments for which we are not responsible, a processing fee of 15% shall be charged. We must approve the return delivery or return shipment in advance so that a corresponding pick-up order can be prepared.

In the event that a justified notification of defects is made, the Customer shall only be entitled to retention of payment to the extent that the retained amount is of an appropriate scope in comparison with the defects discovered. If the agreement involves the operations of the commercial enterprise of the Customer, the Customer may only withhold payment if a notification of defects is made regarding the justification of which no doubt can exist. Smaller repair work and services must be carried out by the manufacturer’s representative himself and free of charge to the greatest extent possible, provided that statutory provisions are not violated by so doing. We reserve the right to make technical and optical modifications of our entire article ranges. We shall not be liable for printing errors. We reserve the right to modify the products. Second-hand or used parts or machines may in principle not be taken back.

9. Other Claims:

Damage compensation claims of the Customer against us, our vicarious agents and assistants, regardless of the legal grounds, shall be excluded unless mandatory liability is required in accordance with the statutory directives.

10. Legal Venue:

Bamberg has been agreed upon between the parties as the sole legal venue for all disputes originating, directly or indirectly, from this contractual relationship, including any claims involving checks or bills of exchange.

The law of the Federal Republic of Germany shall be applicable.

11. In the event that individual provisions of these delivery and payment terms and conditions should be legally invalid, all other terms and conditions shall continue to apply without restrictions.