AGBs

Terms and conditions of sale, delivery and payment

1. General, Divergent contractual terms and conditions of our sales partners and a clause governing the written form

These terms and conditions apply to all orders taken over by ourselves. Divergent terms and conditions of the buyer which we do not expressly recognise are not binding to us, even if we do not expressly disagree with them. All side-agreements and contractual amendments must be made in writing.

2. Quotations, Prices, Price adjustments

Our quotations are non-binding and do not oblige us to accept an order.
The prices are quoted ex works, and do not include packaging, freight, customs and insurance, and are subject to unchanged cost of materials and labour. VAT shall be added to the prices in consideration of the applicable legal rate. We are entitled to add the cost of any increase in labour rates and material prices that may arise prior to completion. Our quotations and the documents attached such as drawings, technical explanations, cost proposals, illustrations, details of weights and dimensions etc. are only approximate in nature. They are intended solely for use by the consignee and we reserve the copyright and right of ownership over them. These documents must not be copied or reproduced nor provided to third parties without our approval.

3. Orders, Condition of the goods

Orders are considered to have been accepted only once they have been confirmed by ourselves in writing or executed. This also applies to changes in orders and to verbal side-agreements.
To the extent that the quotation involves the presentation of a technical specification, the object of the contract shall only be the goods sold with the properties and features and only for the intended purpose as defined in this technical specification. Other or more extensive properties and/or features or any intended use over and above the one defined here shall be deemed to have been agreed only if we have confirmed it expressly and effectively in writing. In particular, public comments, evaluations or advertising do not constitute any form of contractual condition of these goods. In the event of technical modifications being required or being appropriate to execute the order, we are entitled to make these modifications. Any additional costs or cost savings we may achieve shall be taken into account after consultation with the buyer when issuing an invoice.

4. Delivery time, Subject to being duly supplied by subcontractors

Delivery times start on the date of our order confirmation, but not before full clarification of all details of the order and the receipt of the documents and agreed down payments to be provided by the orderer. The delivery times are not binding.
The delivery deadline has been met if the goods to be supplied have left our factory before the stated date, or if readiness to ship goods has been notified to the orderer. In the event of labour disputes, in particular strike action and lock-outs, and in the event of unforeseen obstacles arising which prevent the provision of raw materials and supplies of goods or render the execution of services by the user difficult or impossible, the delivery time shall be extended adequately, subject to the named obstacles verifiably being of significant influence on the completion or handover of the delivery item. The delivery deadline shall also be extended if such circumstances affect our subcontractors.

The conclusion of the contract shall be subject to the correct and on-schedule delivery of goods to ourselves by our subcontractors. This applies only to cases where we are not responsible for any such non-delivery, in particular after conclusion of a congruent cover transaction with our subcontractor. The customer shall be notified without delay of the non-availability of this service. In cases where the Buyer has already performed service in return, we shall immediately refund any such service received.

5. Reservation of title

We reserve title to the goods until all receivables have been settled in full from the current business relationship.

The customer is obliged to treat the goods with care. In cases where maintenance and inspection work is required, the customer must carry this out regularly and at his own expense. The customer remains obliged to inform us immediately an access to our goods by a third party, for example in case of a distraint, and in case of any damage or any destruction of the goods. Any changes by the customer in ownership of the goods and any change in head office address must be notified to us immediately.

We are authorised in the event of customer’s behaviour contrary to contract, in particular in case of a delay in payment or violation of an obligation arising from the preceding paragraph to withdraw from the contract and to demand return of goods.

The buyer is entitled to resell the goods based on a proper business transaction. By now the buyer transfers to us all receivables in respect of the invoice amount that arise through the resale of goods to a third party. We accept the transfer already with the conclusion of contract. Following the transfer, the buyer remains entitled to retract the outstanding receivable. We reserve the right to retract the receivable ourselves in the event of the buyer failing to meet payment obligations properly and falling into arrears. If the aforementioned conditions lead to a situation where we have to retract the receivable ourselves, the buyer is obliged to name the consignee on demand and to submit the contractual documents relating to the ongoing resale.

The machining and processing of goods by the buyer shall always be conducted in our name and on our behalf. If processing involves objects that do not belong to us, we shall obtain shared title to said goods as a proportion of the value of the goods supplied by ourselves and in respect of other objects processed. The same applies if the goods are mixed with
other objects that do not belong to us.

6. Transfer of risks

The risk of accidental loss or accidental deterioration of the goods is transferred to the buyer upon handover, when shipped, i.e. with delivery of goods to the shipping company, the freight forwarder or any person or institution responsible for the execution of delivery. Handover occurs immediately if the buyer is delayed in taking receipt of goods.

7. Warranty

Warranty period and preconditions for warranty:
The warranty period for brand new goods is 2 years from the date of delivery of the goods, ex our works . This does not apply if the customer fails to report a defect to us in due time. Used goods shall be inspected by ourselves carefully before they are sold. Notwithstanding, all liability arising from material defects is excluded unless we are found guilty of gross negligence or fraudulent intent. Wear parts are warranted by us only in respect of material defects or processing faults.

Obvious faults must be reported to us within 2 weeks of reception of the goods and any latent defects must be notified to us in writing within 2 weeks of the defect being discovered, otherwise the warranty claim shall not be enforceable. On-time postage is sufficient to comply with this deadline. The customer is responsible for providing full evidence for all claim-related conditions, in particular for the defect itself, for the date the defect was discovered and for the timeliness of submission of a claim.

Types and consequences of a warranty:
For defects reported in due time, we are entitled to choose between rework or replacement of goods.

If remedial efforts fail, the customer is entitled either to reduce the invoice amount (abatement) or to cancel the contract (termination). In case of a minor infringement of contract, however, and in particular with regard to minor defects only, the customer is not entitled to terminate the contract.

Should the customer choose as a result of a legal shortcoming or a material defect to demand termination of the contract after remedial efforts have failed, he shall not be entitled to any compensation claims resulting from that defect or shortcoming.

Should the customer choose compensation for damage after remedial efforts failed, the goods remain with the customer, if this is reasonable to him. Compensation shall be limited to the difference between purchase price and the value of the faulty item. This shall not apply if we intentionally concealed the infringement of contract.

In the event of the customer receiving an incorrect operating and maintenance manual, we are only obliged to supply a correct operating and maintenance manual, and this applies only if the inaccuracy of the operating and maintenance manual conflicts with proper usage.

No assumption of guarantees:
We shall not provide the customer with any guarantees as defined by law.

8. Liability limitations

The following limitations on liability do not affect claims the customer may have resulting from product liability. Also, these liability limitations do not affect any damage which cannot be attributed to ourselves and resulting from injury to life, body or health.

We cannot be held liable for any slightly negligent infringement of contractual obligations.

In respect of other slightly negligent infringements of contractual obligations, our liability is limited, depending on the nature of the goods, to a foreseeable, typical for the contract, direct average damage. This also applies to slightly negligent violations of obligation by our legal representatives or agents.

Compensation claims by the customer as a result of a defect are subject to a limitation period of two years after delivery of the goods, ex our works. This does not apply if we can be found guilty of gross negligence or fraudulent intent.

9. Payment terms, right of setoff and retention

Payments must be made in such a way that they are received on our account within 30 days of the date of invoice. After expiry of this deadline, the customer is deemed to be in arrears. During this delay, the customer shall be charged interest on those arrears at a rate of 8% above base rate.

In the case of a delivery with a value in excess of €10,000.- payment shall be due as follows: 1/3rd when order is placed – 1/3rd on delivery – 1/3rd thirty (30) days after date of invoice, without deduction.

For mobile systems, payment is due as follows: 1/3rd on confirmation of order – rest on handover of goods against cheque, strictly net..

The customer has the right of setoff only if the customer’s opposing receivables have full legal status or have been recognised by ourselves. The customer can exercise a right to retention of goods only if his opposing receivable is founded upon the same contractual relationship.

10. Applicable law

Our sales are subject to German Law with the exception of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from this contract, inclusive of disputes about the coming into being and the effectiveness of such contracts, even in cases where the buyer is a legal entity or a public-legal special fund, shall be our official location. The same applies if the customer does not have a general place of jurisdiction in Germany or if a place of residence or a main residence at the time of the dispute was raised are not known. We are also entitled to take the buyer to court at the official location of the buyer.