1. General
1.1 (Scope) These General Terms and Conditions are only intended for use
in business with entrepreneurs.
1.2 The language of the contract is English.
1.3 The only terms and conditions for this contract shall be these terms
and conditions. We will not accept any conflicting general business terms
even if we do not reject them expressly. Any modifications or additional
agreements must be confirmed in writing by us.
1.4 For the agreed installation of contractual products shall apply together
with these General Terms and Conditions our Installation Conditions /
Installation Price Conditions.
1.5 Initial Quotations are made free of obligation. We reserve the right
to make technical improvements and modifications of products without prior
notification. We may store and process contract information in data processing
systems.
1.6 Unless the customer has undisputed counterclaims, he shall neither
be entitled to offset nor to withhold payments for deliveries received.
1.7 Place of performance for delivery is our works in Wedemark, for agreed
installation the place of installation. For all disputes arising out of
the contract, including tortious liability and summary payment enforcement
proceedings of cheques and bills the courts of jurisdiction in Burgwedel/
Hannover, Germany shall be competent. We can also take legal action against
the customer at his registered office. All contracts shall be construed
and interpreted in accordance with the laws of the Federal Republic of
Germany with exception of the ‘UN Convention on the International
Sale of Goods’ (CISG).
2. Risk, delivery, costs
2.1 The risk shall be transferred to the customer when the goods leave
our works. This shall apply also when we have agreed to provide additional
services such as freight forwarding, packing or exportation.
2.2 The customer shall bear all packing, transport and insurance costs
to the place of delivery as well as customs duty.
3. Delivery period, delay
3.1 Delivery times or periods are ex works and shall commence only after
settlement of all technical questions and after we have received all documents,
permits or releases required from the customer or from authorities as
well as any advance payments requested. Subject to correct and punctual
internal delivery. We shall inform the customer without delay of the non-availability
of the delivery products.
3.2 Acts of God, strikes, lockouts, operating breakdowns, shortages of
raw materials or means of production for which we are not responsible,
including delayed deliveries or failure of delivery by our suppliers shall
extend the delivery period accordingly and/or shall release us from our
obligation to deliver if delivery becomes impossible as a result. Delivery
times will also be extended because of modification of products or services
requested by the customer.
3.3 In any case the customer has to send us a reminder setting a reasonable
period of grace before claiming default of delivery.
3.4 In the event of compensation for damages caused by late deliveries,
our liability for compensation besides performance shall be limited to
5 % and for compensation instead of performance to 10 % of the value of
our delivery. This limit shall not apply in cases of intent, gross negligence
and/or injury to life, body or health.
3.5 These terms apply by analogy on installation times. Installation times
shall commence only after the customer has fulfilled his preparational
duties according to our Installation Conditions.
4. Prices, Conditions of payment
4.1 Prices quoted shall be EXW (ex-works). If applicable, VAT has to be
added. We may raise prices in accordance with § 315 BGB in proportion
to cost increases (including tax increases) if a period of more than four
months lies between conclusion of contract and delivery.
4.2 Invoices are due immediatly without deduction to our account in the
Federal Republic of Germany, in EURO.
4.3 In case of any delays in payment, we shall be released from any obligations
to effect any further deliveries resulting from any contract. Furthermore
we reserve the right to require payment in advance in any such case or
if we have reason to believe that there could be a delay or failure of
the customer to fulfill his paying obligation.
5. Reservation of proprietary rights
5.1 The delivered products shall remain our property and title shall not
pass to the customer until all open liabilities of the customer have been
fully paid for.
5.2 The customer may resell products in the normal course of business
provided the claims arising from the resale have not been assigned, pledged,
attached or otherwise encumbered.
5.3 The customer assigns to us in advance any claims arising from the
resale of the delivered products up to the amount of our invoice. Any
and all revenue received by the customer relating to the resale shall
be used exclusively for paying any amounts due to us.
5.4 In the event of delay in payment, we are entitled to withdraw from
the contract and/or, even without withdrawal, to demand that reserved
goods still available at the customer be handed over to us and to collect
the assigned claims ourselves. We have the right to reclaim any products
which are still in the customer’s possession.
6. Liability for defects
6.1 We are liable that our products are free of defects at the transfer
of risk. Qualities, performance or other features shall only be binding
if we have expressly agreed on them as specification of the product in
writing. Immaterial deviations from the agreed quality or non-essential
restrictions in usability are, however, of no significance. Details in
advertisements and instructions for use or reference to industrial standards
shall not constitute agreed qualities or the taking-on of particular obligations.
6.2 If the customer requires the products for special purposes which exceed
the agreed or anticipated use, he must check before use if the products
are suitable for such purposes - including all aspects pertaining to product
safety - and customer is required to ensure that products comply with
all relevant technical, legal and official regulations and requirements.
We are not liable for any damages caused to the customer and/or to his
property or any subsequent user if such proper verification has not been
performed by the customer and proper written authorization was not obtained
from us.
6.3 In case of a defect the customer has to set us a reasonable period
of time to enable us to eliminate the defect either - subject to our discretion
– by repairing the product or supplying a product free from defects
(subsequent performance according to § 439 BGB). In the event of
rejection, impossibility or failure of subsequent performance, the customer
has the right to demand a reduction of the purchase price or - provided
the performance in question is not construction work - to withdraw from
the contract.
In case that additional expenses to repair or replace the products arise
because the customer has transferred the products after delivery to another
place than the agreed place of performance the customer has to bear the
additional costs.
6.4 The customer has to inspect the products as to quantity and defects
immediately on receipt and has to notify any apparent defects immediately.
Hidden defects are to be notified immediately after being discovered.
Failure to meet these obligations excludes any and all potential claims
for these defects.
6.5 We are further not liable for any damages following improper use,
handling, maintenance, operation or processing or on normal wear. This
especially excludes liability for results of thermic, chemical or electric
impact on the products or in case that the defects are caused by measures
of the customer not confirmed by us.
6.6 Our liability for slight negligence is restricted to claims based
on injury to life, body or health, to claims arising from the Product
Liability Law and to claims arising from the culpable infringement of
essential contractual obligations, with said infringement putting the
purpose of the contract at risk. Our liability for the slightly negligent
infringement of essential contractual obligations is restricted to typically
occurring damage foreseeable by us at the time the contract was signed.
6.7 Claims against us based on defects are subject to a statute of limitations
of one year as of the delivery of the goods to the customer/acceptance
of the service by the customer. The same shall apply accordingly to claims
for damages, for whatever legal reason.
The restriction of the period of limitation shall not apply for claims
based on fraudulent concealment of a defect, for claims based on the Product
Liability Law as well as for claims arising from injury to life, body
or health, and for other damage based on intent or gross negligence.
6.8 If, in the course of the examination of a defect of which the customer
has given notice, or in the course of our subsequent improvement work,
it should turn out that the notice of defects was not justified, we shall
be entitled to charge reasonable compensation for the examination and/or
repair work.
7. Spare Parts
Our obligation to storing / delivery of spare parts lapses latest five
years after delivery of the original product. Spare parts are charged
according to the currently valid Price List.
8. Industrial proprietary rights, secrecy
8.1 We reserve ownership in any moulds, samples, diagrams, commercial
or technical documents provided by us as well as all copyrights, proprietary
and intellectual property rights in any such item. This applies also if
the customer has partly or wholly borne their costs. The customer may
use all such items only in formats approved by us in writing, he is neither
entitled to manufacture these items nor to have them manufactured on his
behalf.
8.2 The customer is responsible that the use of drawings, models, samples,
or instructions as provided to us by the customer shall not infringe industrial
property rights or other rights of third parties. The customer shall be
liable for payment of all expenses, awards, damages, and other compensation
to outside parties and all cash and non-cash expenses in defending any
allegation of such infringement.
8.3 All information acquired through the business relationship which is
not deemed to be public
knowledge shall be deemed proprietary and may not be disclosed to any
third parties.