Our General Terms of Sale and Delivery shall apply to the entire business relationship and any and all current and future business transactions between us and our customers. The customer agrees that in case of doubt, our terms and conditions shall apply even if we do not object to the customer's General Terms and Conditions. Upon delivery of the goods, our General Terms and Conditions of Sale shall be deemed accepted by the customer.
Any plans, sketches and other documentation as well as any brochures, catalogues, sample presentations etc. shall remain our intellectual property. Any use thereof, in particular any transfer, copying, publishing and distribution, shall be subject to our express written consent.
Our offers are without engagement. A contract shall be deemed concluded if confirmed in writing by us or if we send the goods or render the service, as applicable.
Any cost estimates shall be without engagement and shall be prepared based on our best professional knowledge and belief. However, any liability for the correctness and completeness thereof shall be excluded. If the total amount of the order is exceeded, we shall not be obliged to inform the customer thereof and such additional costs shall be borne by the customer, unless the total order value is exceeded by 20 % or more.
In case the customer is invoiced for the preparation of a cost estimate, such amount paid shall be set off against the invoiced amount of any order placed
Unless otherwise agreed upon, the prices valid as of the time of delivery/service shall be invoiced. Our prices are stated exclusive of VAT, Ex Works, and exclusive of packaging, transport and other costs. Unless otherwise agreed upon in writing, the purchase price/remuneration shall become due as follows: 40 % upon placement of order, 50 % upon notice that the goods are ready for dispatch and 10 % upon acceptance of the goods. The purchase price/remuneration shall become payable within 30 days upon the invoice date. In case of any delay in payment, the customer undertakes to reimburse us for any dunning and collection costs incurred to us
Our customers shall not be entitled to withhold payments or set them off against our claims for whatever reason, in particular due to notices of defects or claims for damages. To the extent the customer is entitled to a right of retention with respect to the remuneration for any delivery or service, such right shall be limited to an amount corresponding to the costs of improvement.
Shipment shall be at the customer's cost and risk exclusively, the risk shall be transferred to the customer upon transfer of the goods to the carrier - in case of any delay in acceptance by the customer upon putting the goods in storage. In case of any delay in acceptance by the customer, we shall be entitled to set a grace period of 14 days and - should such grace period expire without result - to rescind the contract.
Delivery periods / dates shall be without engagement unless a fixed period / date of delivery is expressly agreed upon in writing. A period / date of delivery may be agreed upon if all technical details are agreed upon in full. A period / date of delivery shall be deemed to be complied with if, upon expiry of such period / date of delivery, the goods are shipped to the customer and/or the customer is notified that the goods are ready for despatch.
In case of any delay in delivery not attributable to our fault, i.e. due to strike, lockout, traffic tie-up, delinquent suppliers and the like, we shall not be held responsible for any delay in delivery, even in case fixed periods / dates of delivery were agreed upon. Partial deliveries shall be admissible.
In case of any delay in delivery, the customer shall be entitled to set a grace period of 6 weeks and, should such grace period expire without results, to rescind the contract by registered mail. The customer shall only be entitled to assert claims for damages based on a delay in delivery and/or to rescind the contract due to a failure to deliver if we acted with gross negligence or wilful intent.
The goods shall remain our property until full payment. Such goods subject to retention of title may not be resold unless we are informed in writing in due time in advance (whereby the name and/or name of company and the full address of the buyer must be stated) and gave our consent. If we consent to any resale of the goods subject to the above conditions, the claim for the purchase price shall be deemed to be assigned to us and we shall be entitled at any time to inform the third-party debtor of such assignment.
The place of performance for our deliveries / services as well as for the compensation to be paid shall be D-83395 Feilassing/Germany.
In case we rightfully rescind the contract or the customer rescinds the contract (and is not entitled to do so) or the customer violates its obligation to participate and we therefore rescind the contract, the customer undertakes to pay a contractual penalty amounting to 50 % of the total order value.
We guarantee that the equipment is properly constructed provided that the equipment is produced based on the customer’s parameters. Any warranty claims / claims for damages shall be excluded if the customer subsequently changes any of the parameters stipulated upon planning / placing of the order (process engineering, mechanics, etc.). Except for cases in which the customer has a statutory right of conversion, we reserve the right to settle any warranty claims by improvement, exchange or a reduction in price, at our discretion. In any case, the customer shall be obliged to prove that the defect existed as of the time of delivery.
The merchandise and/or the works must be thoroughly inspected upon delivery. The customer shall be obliged to notify us immediately of any defects detected, indicating full details of such defect, via registered mail. If the customer fails to notify us of any defect or fails to effect such notification within the stipulated time period, the goods and/or services shall be deemed accepted. In such cases, the customer shall not be entitled to assert any warranty claims or claims for damages (includingany consequential harm caused by such defect) or to assert any avoidance on the ground of error due to defects. The warranty period for goods shall be 24 months upon delivery, for other services 12 months upon their provision.
Claims for damages, irrespective of the legal grounds thereof, shall be excluded unless they are based on our gross negligence or wilful intent. In case of any damage to the equipment we delivered, the customer undertakes to inform us in writing within 12 hours after such damage was detected (evidence for such notification required) in order to enable us to determine the reason for such defect. Should the customer fail to comply with the obligation to notify us as described above, the customer shall not be entitled to assert any warranty claims / claims for damages.
Any recourse claims asserted against us by any third party based on any product liability for the purposes of the Product Liability Act shall be excluded unless the person entitled to assert such claim is able to prove that we caused such defect or that such defect was at least caused by our gross negligence.
The customer shall not be entitled to set off our claims against any counterclaims.
The customer shall inform us in writing of any circumstances necessary to enable us to provide the work and services. We shall not be obliged to verify the parameters and documents the customer provides for planning and order processing purposes. Any incompleteness of the documents shall be the customer's responsibility. Until we transfer our goods to the customer, our works shall be protected from any damage by third parties. Any work and services not included in our offer but necessary to enable us to produce the works and make them ready for operation shall be paid by the customer. In case of any obstacle preventing us from performing our work and services, the customer shall be obliged to compensate us for any additional costs incurring, unless such obstacle is attributable to our fault. Commissioning of our works shall be deemed to be the fault-free acceptance of such works. The supervisor shall provide support in the installation (system engineering), but shall neither be obliged to supervise and inspect the technical expertise of the engineers nor to verify the correct erection of the works. The work will be carried out on site with qualified personnel.
German substantive law shall be deemed agreed upon. The application of the UN Sales Convention shall be excluded. Any disputes arising out of this agreement shall be settled by the locally competent court having jurisdiction as regards the subject matter at the seat of our company. However, we shall be entitled to file a law suit at the customer’s general place of jurisdiction, as well.