Terms and Conditions

I. Offer

The documents accompanying the offer such as illustrations, drawings, weight, and dimension specifications are only approximately decisive, unless expressly designated as binding. The supplier reserves ownership and copyright to cost estimates, drawings, and other documents; they must not be made accessible to third parties. The supplier is obliged to make plans designated by the buyer as confidential only accessible to third parties with their consent.

II. Scope of Delivery

The written order confirmation of the supplier is decisive for the scope of delivery, in the case of an offer from the supplier with a time limit and timely acceptance of the offer, provided that no timely order confirmation is available. Supplementary agreements and changes require written confirmation from the supplier.

III. Price and Payment

Unless otherwise agreed, the prices are ex works, including loading at the factory, but excluding packaging. Value-added tax at the respective statutory rate is added to the prices. In the absence of any special agreement, payment is to be made in cash without any deduction at the supplier's place of payment as follows: 1/3 upon receipt of the order confirmation, 1/3 as soon as it is communicated to the buyer that the main parts are ready for dispatch, and the remainder within another month.

The withholding of payments or offsetting due to any counterclaims disputed by the supplier is not permissible.

Terms and Conditions

IV. Delivery Time

The delivery period begins with the dispatch of the order confirmation, but not before the provision of documents, approvals, releases to be obtained by the buyer, and receipt of an agreed deposit. The delivery period is considered met if, by its expiry, the delivered item has left the factory or readiness for dispatch has been communicated.

The delivery period shall be reasonably extended in case of actions within the scope of labor disputes, especially strikes and lockouts, as well as the occurrence of unforeseen obstacles beyond the supplier's control, provided such obstacles significantly affect the completion or delivery of the delivered item. This applies even if the circumstances occur with subcontractors. The aforementioned circumstances are also attributed to the supplier if they arise during an existing delay. The supplier shall promptly inform the buyer of the commencement and end of such hindrances in important cases.

If the buyer incurs damages due to a delay caused by the supplier's fault, the buyer is entitled, excluding further claims, to demand compensation for delay. It amounts to ½ percent for each week of delay, in total not exceeding 5 percent of the value of that part of the total delivery that cannot be used timely or in accordance with the contract due to the delay.

If the shipment is delayed at the buyer's request, starting one month after notification of readiness for dispatch, the costs incurred by storage will be charged, with storage at the supplier's factory being at least ½ percent of the invoice amount for each month. However, after setting an appropriate deadline without result, the supplier is entitled to dispose of the delivered item otherwise and deliver to the buyer with an appropriately extended deadline.

The adherence to the delivery period requires fulfillment of the buyer's contractual obligations.

V. Passing of Risk and Acceptance

The risk passes to the buyer at the latest upon dispatch of the delivery parts, even if partial deliveries are made or the supplier has taken on other services, e.g., shipping costs, or delivery and assembly. Upon the buyer's request and expense, the shipment will be insured by the supplier against theft, breakage, transport, fire, water damage, as well as other insurable risks.

If the shipment is delayed due to circumstances attributable to the buyer, the risk passes to the buyer from the day of readiness for dispatch. However, upon the buyer's request and expense, the supplier is obligated to effect the insurances requested by the buyer.

Delivered items, even if they have insignificant defects, must be accepted by the buyer, without prejudice to the rights from Section VII. Partial deliveries are permissible.

VI. Retention of Title

The supplier retains ownership of the delivered goods until receipt of all payments from the delivery contract.

The supplier is entitled to insure the delivered goods at the buyer's expense against theft, breakage, fire, water, and other damages, unless the buyer has demonstrably arranged the insurance himself.

The buyer is not allowed to pledge or transfer ownership of the delivered goods for security purposes. In the event of seizures or other dispositions by third parties, the buyer must immediately notify the supplier.

In case of contractual breaches by the buyer, especially in case of payment default, the supplier is entitled to reclaim after notice and the buyer is obligated to return the goods. The enforcement of the retention of title and the seizure of the delivered goods by the supplier do not constitute withdrawal from the contract.

VII. Liability for Delivery Defects

The supplier is liable for defects in the delivery, including the absence of explicitly assured characteristics, excluding further claims, notwithstanding Section IX, as follows:

All parts must be repaired or replaced free of charge at the reasonable discretion of the supplier, which, within 6 months from the start of operation, prove to be unusable or significantly impaired in their usability due to circumstances existing before the transfer of risk – especially due to faulty design, poor materials, or defective execution. The supplier must be promptly notified in writing of such defects. Replaced parts become the property of the supplier. If shipping, installation, or commissioning is delayed without the fault of the supplier, liability ceases no later than 12 months after the transfer of risk. For essential third-party products, the liability of the supplier is limited to the assignment of liability claims against the supplier of the third-party product.

The buyer's right to assert claims for defects expires in all cases within 6 months from the time of timely notification, but not before the expiry of the warranty period. No warranty is assumed for damages arising from the following reasons: unsuitable or improper use, faulty assembly or commissioning by the buyer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable foundation, chemical, electrochemical, or electrical influences not attributable to the supplier's fault.

The buyer must grant the necessary time and opportunity to the supplier, according to the supplier's reasonable discretion, to carry out necessary repairs and replacement deliveries; otherwise, the supplier is exempt from liability for defects. Only in urgent cases endangering operational safety and to avert disproportionately large damages, with immediate notification to the supplier, or if the supplier is in default in rectifying the defect, the buyer has the right to rectify the defect themselves or by third parties and demand reimbursement of necessary costs from the supplier.

VIII. Liability for Secondary Obligations

If, due to the fault of the supplier, the delivered item cannot be used by the buyer in accordance with the contract as a result of omitted or faulty implementation of suggestions, advice provided before or after the conclusion of the contract, and other contractual ancillary obligations – especially instructions for operation and maintenance of the delivered item – the provisions of Sections VII and IX apply, excluding further claims of the buyer.

IX. Buyer's Right to Withdrawal, Rescission, and Other Supplier's Liability

The buyer may withdraw from the contract if the supplier becomes permanently unable to perform the entire service before the transfer of risk. The same applies in case of inability of the supplier. The buyer may also withdraw from the contract if, with an order for similar items, the execution of a part of the delivery becomes impossible in terms of quantity, and they have a legitimate interest in rejecting a partial delivery; if not, the buyer may reduce the consideration accordingly.

If there is a delay in performance as per Section IV of the delivery conditions and the buyer grants a reasonable grace period to the supplier in default, explicitly declaring that they will reject the acceptance of the service after the expiry of this period, and the grace period is not met, the buyer is entitled to withdraw.

If impossibility arises during the default of acceptance or due to the fault of the buyer, the latter remains obligated to reciprocate. Furthermore, the buyer has the right to reverse the contract if the supplier, due to their fault, lets a reasonable grace period for rectification or replacement delivery of a defect, as per the delivery condition, elapse fruitlessly. The buyer's right to reverse the contract also exists in other cases of failed rectification or replacement delivery by the supplier.

All other extended claims of the buyer are excluded, especially regarding termination or reduction, as well as compensation for damages of any kind, including damages not arising from the delivered item itself. This exclusion of liability does not apply in cases of intent, gross negligence of the owner or executive employees, and in the event of culpable violation of essential contractual obligations. In cases of culpable violation of essential contractual obligations, the supplier is only liable for damages that are typical for the contract and reasonably foreseeable, except in cases of intent and gross negligence of the owner or executive employees. The exclusion of liability also does not apply in cases where, according to product liability law, liability exists for personal or property damages to privately used items due to defects in the delivered item. It also does not apply in the absence of characteristics explicitly assured if the assurance specifically aimed to protect the buyer against damages not arising from the delivered item itself.

Compliance with the delivery period requires the fulfillment of the buyer's contractual obligations.

X. Jurisdiction

In all disputes arising from the contractual relationship, if the buyer is a merchant, a legal entity under public law, or a special public fund, the lawsuit shall be filed with the court having jurisdiction over the principal place of business or the branch office of the supplier executing the delivery. The supplier is also entitled to file a lawsuit at the principal place of business of the buyer.

Jurisdiction is Montabaur.