Terms and Conditions of Sale and Delivery

1. General provisions

1) The seller's deliveries, services and offers are made exclusively on the basis of these terms and conditions. Conflicting terms and conditions of the contractual partner are binding on the seller only if expressly acknowledged in writing.

2) Otherwise, conflicting terms and conditions have no legal effect against the seller, without the seller needing to object expressly. Counter-confirmations by the buyer referring to its own general terms and conditions are hereby expressly rejected.

3) Any deviations from these terms and conditions require the seller's written confirmation. This written-form requirement may be waived only by written agreement between the buyer and the seller.

4) If any provision of these terms and conditions or of any other agreement is or becomes invalid, the validity of all other provisions or agreements remains unaffected.

5) The legal relationship between the buyer and the seller is governed by the law of the Federal Republic of Germany, excluding other conflict-of-law rules.

2. Contract formation / transfer of rights and obligations / authority

1) Commercial agents appointed by the seller are not authorised to conclude purchase contracts. They only receive the buyer's offer to purchase.

2) The buyer is bound by its order for 4 weeks. If the seller does not reject acceptance of the order within 4 weeks of the buyer placing it, confirmation is deemed to have been given.

3) The transfer of rights and obligations under the purchase contract requires the seller's written consent.

3. Prices / payment terms

1) All prices are strictly net, ex Luckenwalde.

2) Transport and transport insurance costs are not included in the total price stated on the order form and are charged separately to the buyer.

3) Payment is governed by the payment arrangements specified in the order form.

4) Any cash discount deduction requires a separate written agreement.

5) If the buyer defaults on payment, interest accrues on the monetary debt during the default period in accordance with statutory provisions. The seller may claim a higher interest rate upon providing specific evidence.

6) Where payment by instalments has been agreed, the entire outstanding purchase price becomes due if the buyer is 2 weeks overdue on an instalment or insolvency proceedings are opened over its assets.

7) The buyer may offset claims only if its counterclaims have been finally established by a court, are undisputed or have been acknowledged by the seller. The buyer may exercise a right of retention only insofar as its counterclaim is based on the same contractual relationship.

4. Delivery

1) Compliance with our delivery obligation requires the buyer to fulfil its obligations properly and on time. The defence of non-performance remains reserved.

2) If the seller is more than 8 weeks late in delivering, it is liable in accordance with statutory provisions insofar as the delay is based on a breach of contract for which the seller is responsible or a grossly negligent breach of contract.

3) If delivery is postponed at the buyer's request or as a result of other conduct by the buyer, the seller will agree to later delivery only if the buyer pays a deposit of 30% of the net purchase price.

5. Transfer of risk

1) The risk of accidental loss or accidental deterioration of the goods passes to the buyer upon handover or, in a sale involving shipment, upon delivery of the goods to the forwarding agent, carrier or other person or organisation designated to carry out shipment.

2) The buyer's default in accepting delivery is equivalent to handover.

6. Default in acceptance / breach of contract / non-performance

1) If the buyer defaults in accepting delivery, culpably breaches other duties to cooperate, fails to perform its contract, withdraws from the contract without entitlement or revokes it without entitlement, the seller may claim damages for non-performance.

2) As damages for non-performance in the event of default in acceptance, the seller may claim 30% of the net purchase price, subject to claiming a higher proven loss, unless the buyer proves that no loss was incurred or that the loss was less than the flat-rate amount.

3) Otherwise, the seller may claim compensation for the loss it incurs, including any additional expenses. Further claims by the seller remain reserved.

7. Warranty and liability for defects

1) The buyer must inspect the delivered item for defects and damage immediately after delivery. Defects must be reported to the seller without culpable delay. Notices of defects must be made in writing.

2) The seller does not provide the buyer with guarantees in the legal sense. Manufacturer guarantees remain unaffected.

3) If the purchased item is defective, the seller may, at its discretion, provide supplementary performance by remedying the defect or delivering a new, defect-free item.

4) If supplementary performance fails, the buyer may choose to demand a reduction in the price or rescission of the contract. However, the buyer has no right to rescind in the event of only a minor breach of contract, particularly a minor defect.

5) The limitation period for defect claims is 12 months for new equipment and 6 months for used equipment, calculated from the transfer of risk.

6) Warranty claims lapse if unauthorised persons interfere with the purchased item. Warranty coverage also lapses if the buyer fails to follow the seller's or supplier's instructions for handling the purchased item by disregarding the operating instructions.

7) All parts of the purchased item that become defective during the warranty period will be replaced free of charge. New parts are installed by the responsible service team. External damage caused by the buyer or its staff is not covered by the warranty. The same applies to all electrical parts and parts subject to normal wear.

8) No damages may be claimed for losses caused by malfunctions of the supplied items during the warranty period or by the temporary inability to use the purchased item during that period.

9) In the event of grossly negligent or intentional breaches of duty, our liability is limited to the foreseeable, direct, average loss typical of the contract, given the nature of the goods. This also applies to grossly negligent or intentional breaches of duty by our representatives or vicarious agents. Liability for culpable injury to life, body or health remains unaffected.

10) A breach by the buyer of its obligation under Section 7(1) excludes any liability of the seller for material defects.

8. Overall liability

1) Liability for damages beyond that provided for in Sections 7 and 8 is excluded, regardless of the legal nature of the claim asserted. The standard of liability in Section 7 applies in particular to damages claims for fault in contract negotiations, other breaches of duty and tort claims for compensation for property damage under Section 823 of the German Civil Code (BGB).

2) Insofar as our liability for damages is excluded or limited, this also applies to the personal liability for damages of our representatives and vicarious agents.

9. Retention of title

1) We retain title to the purchased item until all claims arising from an ongoing business relationship have been settled in full.

2) The buyer must handle the goods with care. Where maintenance and inspection work is required, the buyer must carry it out regularly at its own expense.

3) In the event of attachment or other third-party interference, the buyer must notify us immediately in writing so that we can bring an action under Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action under Section 771 ZPO, the buyer is liable for the resulting shortfall. The buyer must also notify us immediately of any change of address.

4) If the buyer acts in breach of contract, particularly by defaulting on payment or breaching an obligation under paragraphs 2 and 3 of this provision, we may rescind the contract and demand return of the goods.

5) Resale of the goods is prohibited.

10. Jurisdiction / place of performance

1) If the buyer is a merchant, our registered office is the place of jurisdiction; however, we may also sue the buyer in the court having jurisdiction over its place of residence.

2) The law of the Federal Republic of Germany applies; the UN Convention on Contracts for the International Sale of Goods is excluded. Unless otherwise stated in the order confirmation, our registered office is the place of performance.