The entire supply of goods and services shall be subject to these General Terms and to any specific contractual provisions that may apply. No Buyer's Terms of Purchase or Procurement deviating from these General Terms shall apply, nor shall they become part of the contract as a result of our Order Acknowledgement.
Our offers are not binding and subject to alteration without prior notice. A contract of purchase shall be concluded and become effective only upon receipt of our Order Acknowledgement in writing. The scope of our supply of goods and services shall be specified in final terms in our written Order Acknowledgement and its written annexes.
Collateral or ancillary clauses or agreements and alterations shall become valid and effective only when confirmed by us in writing. This stipulation shall also apply to any waiver of this provision.
The fulfillment of our contractual obligations with regard to the supply of components that are subject to governmental export regulations shall be subject to the reservation that we receive the necessary permits.
Our contractual supplies and services conform to the standards currently valid in the European Union, customers located outside the European Union shall be responsible for conformity with, and adherence to, any specific national standards in the country in which they are domiciled.
Any documents or data issued by us - such as illustrations, drawings, weights, or dimensions - shall not be binding upon us unless they are expressly incorporated in the contract or expressly referred to by us.
We reserve all proprietary rights and the copyright to any and all information and documents (e.g. samples, cost estimates, drawings, documents) in any form, including electronic storage. No such material may be made available to any third party withour our prior consent in writing.
Prices and Payment
The prices agreed upon are prices ex works. The customer shall bear the costs of packaging and freight. All prices are subject to value-added tax at the current applicable rate. Insofar as the total price exceeds 10,000 Euros, we are entitled to require that the customer shall provide an irrevocable, unlimited bank guarantee issued by a major commercial bank.
We are entitled to invoice partially rendered supplies and services as such.
In the event that our suppliers should raise their prices and our delivery of goods is effected more than four months after the conclusion of the contract with the customer, we shall be entitled to charge the customer the increased price.
Payments shall be due and payable within 14 days of the date of the invoice, and failure to meet this deadline shall automatically constitute default on the part of the customer.
The customer shall not be entitled to set off any amount in his favour against any amount owed by him unless his claim is uncontested or has been legally awarded to him by a final judgement.
Deadlines, Performance
Any deadlines specified for our deliveries of goods or performance of services are approximative only, unless expressly designated as binding upon us. They shall be deemed suspended as long as the customer fails to provide us with such necessary documents, permits, releases, or to pay such down payments or installments, as he may be obliged to provide or pay, and they shall further be deemed suspended for the duration of any delay for which the customer is responsible.
Our contractual obligations shall be deemed fulfilled when the goods leave our works, in cases where they are to be expedited to the customer; when we notify the customer that the goods are at his disposal and ready for transport, in cases where he is to take delivery thereof; or when installation and setup services at the customer's site have been completed, in cases where such services are a contractual obligation.
Should the transport of goods or installation and setup of equipment be delayed at the customer's wish, or should the customer fail to take delivery of the goods without delay after having been notified that they are at his disposal and ready for transport, he shall be obliged to compensate us for any and all expenses or losses incurred by us, and such compensation shall amount to at least one percent (1 %) of the price agreed upon, unless the customer can prove that we did not incur any expenses or losses at all, or that the expenses or losses incurred by us were less than the flat-rate compensation stipulated above.
Should any delay in the fulfillment of our contractual obligations be due to force majeure, strikes, delays in the issuance of governmental permits, or other circumstances beyond our control, then the deadline for our performance under the contract shall be extended accordingly. Such extension shall also apply in the event that we should be in default rendering the service. We shall notify the customer of any impending delay that we become aware of.
Insurances We are entitled to obtain, at the customer's expense and cost, insurance coverage against theft, breakage, fire, damage by water or in transport, and other losses.
Transfer of Risk
Where delivery ex works has been agreed upon, the customer shall bear all risks of the goods from the moment that he accepts them. If the customer undertakes the transport of the goods from our works to his site, he shall bear all risks thereof during such transport.
The foregoing provisions shall also apply to partial deliveries and to other services to be rendered by us.
Should a delivery or the acceptance of goods be delayed or not be effected due to circumstances outside the scope of our responsibility, the customer shall bear all risks of the goods from the day that we notify him that they are at his disposal and ready for transport. We shall be obliged to obtain such insurance coverage as the customer may wish at his expense and cost.
The customer is not entitled to refuse acceptance of goods with negligible defects, nor in the event of negligible deviations from specified quantities.
Acceptance
Our goods shall be deemed accepted 2 weeks after we notify the customer that they are at his disposal and ready for transport, unless the customer submits written notice of substantial defects within this period.
The customer shall be entitled to refuse acceptance only if the defect significantly impairs the usual and/or contractually intended use of the product or makes such use impossible, and/or significantly reduces the value of the product or renders it worthless. Insofar as the product has defects that to not entitle the customer to refuse acceptance, the customer shall declare his acceptance subject to the reservation that the defect be eliminated.
The customer shall without delay notify us in writing of any refusal of acceptance or acceptance with reservation and specify the defect in question.
Any use of the product by the customer for production purposes shall be deemed to constitute his acceptance thereof.
Defects
The customer shall be obliged to inspect our goods and services without delay and to notify us of any evident defects within a strict time limit of three days if the sale and purchase was a commercial transaction for both parties, and within a strict time limit of two weeks in all other cases; and no notice of defect shall be admissible after the expiry of the aforesaid time limit.
The customer's entitlement to relief shall initially be limited to fulfillment of our contractual obligation. Within the scope of this repeated fulfillment, we shall be entitled to a reasonable number of attempts to remedy the defect. Should we not make use of this option, or our attempts to remedy the defect be fruitless, we shall be entitled to substitute a flawless product for the defective one, and we reserve the right to supply a substitute product a reasonable number of times.
In the event that the substitution of a flawless product should also prove fruitless, the customer shall be entitled to reduce the purchase price, or, if the defect does not relate to construction or installation services, to rescind the contract. In no case shall the customer be entitled to remedy the defect on his own and claim compensation for his expenses, with the sole exception of a defect that acutely endangers the operational safety of his works or plant, or in the event that such remedy is necessary in order to avoid unreasonable damage, and the customer shall be obliged to notify us immediately of such circumstances.
If we undertake to remedy the defect, we shall bear all costs in connection therewith, in particular the costs of transport, travel, work, and materials, provided that these are not increased because the defective product has been transferred to a place other than the destination specified in the contract.
We shall not be liable for relief of any defect due to circumstances beyond the scope of our responsibility, such as natural wear and tear; excessive use or operation; tampering or faulty repairs by the customer or third parties; the supply of incomplete or faulty information by the customer; improper or faulty use or operation; faulty installation or setup; faulty or negligent handling; improper maintenance; use of unsuitable operating or substitute materials; faulty construction work; unsuitable building ground; detrimental environmental conditions unknown to us; effects of chemical, electrochemical, or electrical action; alteration of the product without our prior consent.
Should the customer be entirely or partly responsible for a defect - especially as a result of his failure to prevent or limit damage according to his obligations - then we shall, after having remedied such defect, be entitled to compensation of the costs incurred by us to the extent that the customer is responsible for the defect.
Retention of titel
We reserve the right of property of our services until all sums due under the contract have been paid in full. Up to that moment, the customer shall not be entitled to use, pawn, or to transfer the ownership of the services.
In the event of resale, the claims of our customer torwards the purchaser shall be transferred to us.
Should the validity of the retention of title be subject to special prerequisites or depend upon special formalities in the country of destination, the customer shall be obliged to ensure that such special requirements are fulfilled.
Liability We shall not be liable, nor be held liable, for any improper use of our products. In addtion , our liability and that of any agents acting on our behalf in the discharge of our obligations shall be limited to liability for gross negligence and intent, insofar as such limitation is legally admissible.
Limitation of Liability in Time Any and all claims that the customer may have against us - irrespctive of their legal basis - shall expire 12 months from the date of the transfer of risk. The legal statute of limitation shall apply to any and all claims for damages according to Section 8.
Software
Where the scope of supply includes software, the customer shall have a nonexclusive right to use that software and the documentation pertaining thereto. The software may be used in or with the contractually specified equipment only. Its use in or with more than one system is not permitted.
The customer shall neither copy, edit, or translate the software nor convert the object code into the source code except as permitted by law (Sect. 69 a ff. of the German Copyright Act [UrhG] ). The customer undertakes not remove any of the software specifications of the manufacturer - in particular, copyright notices - without the prior express consent of the software supplier.
All further rights to the software and the documentation pertaining thereto - including all copies thereof - shall rest with the supplier and/or the software supplier. The granting of sublicences is not permitted.
Applicable Law, Place of Fulfillment and Jurisdiction German law and the German language alone shall prevail. Singen am Hohentwiel is both place of fulfillment and of jurisdiction insofar as the customer is a commercial enterprise, a legal entity under public law, or a separate estate under public law.
Written formAll agreements must be made in writing, and this provision shall also apply to any waiver of this requirement.
Severability Clause Should any individual provisions of this contract be or become invalid, the validity of the remaining provisions shall remain unaffected. Any ambiguous, invalid, or ineffective provision shall be replaced or interpreted such that the economic intent of the defective clause is attained. Any omissions or loopholes shall be filled according to the intended commercial purpose.
