General Standard Terms and Conditions
I. Bid
Any documents included in a bid, such as photographs, drawings, and information
on weight and dimensions, can only be considered approximate, unless they are
specified explicitly to be binding. These documents, as well as cost estimates,
may not be made available to third parties.
II. Scope of Delivery
The scope of delivery is specified by our written confirmation of order. We reserve
to right to make any changes during the delivery time to the design or form that
can be attributed to improved technology or to legal requirements, as long as
the object is not changed substantially and the modifications are reasonably
acceptable to the customer.
III. Delivery Time
The delivery time begins upon sending of the order confirmation, not, however,
before the customer has provided all required documents, permits and releases
and not before receipt of an agreed down payment.
2. The delivery time is considered to be complied with if the customer has been
informed that the shipment is ready to be sent or the object of the order has
left the plant.
3. The delivery time will be appropriately extended when labor disputes occur,
particularly strikes and lockouts, or when unforeseen circumstances arise upon
which we have no influence, e.g. plant interruption, delays in the supply of
essential materials, to the extent that such occurrences have a substantial effect
on delivery of the order. This also applies when the extenuating circumstances
are caused by subcontractors. Delivery time is extended by the duration of the
obstacles and required measures.
IV. Price and Payment
1. Unless otherwise agreed, the quoted prices are ex works and do not include
packaging.
2. Unless otherwise agreed, the purchase price and any other fees are due upon
transfer of the object of delivery, cash with no discount.
3. If the party placing the order is a contractor, a legal entity of public law
or a public-law special fund, neither the withholding of payments due to contested
counterclaims on our part nor offsetting such counterclaims is admissible.
4. We charge an annual penal interest rate of 4% above the respective base interest
rate. The rate will be set higher or lower when we indicate a burden at a higher
interest rate or the customer can prove a lower burden.
V. Acceptance and Passage of Risk
1. The customer is obligated to accept the object of delivery, including partial
deliveries. The objects will be handed over on our premises.
2. If the customer deliberately or gross negligently does not accept the delivery
for longer than 14 days after receipt of notification of readiness, we can – after
granting a grace period of 14 days – withdraw from the contract or claim
damages due to nonfulfillment. There is no need for a grace period if the customer
has seriously or finally refused acceptance.
3. Risk passes to the customer with acceptance of the object of delivery, at
the latest when the delivery parts are shipped, even in the event of partial
deliveries or when we are to perform other services, such as transport and setup.
If delivery is delayed due to circumstances that are the fault of the customer,
the risk passes to the customer when the delivery is ready to be shipped. If
the customer declares that he will not accept the object of the delivery, the
risk of accidental loss or deterioration of the object passes to him at the time
of refusal.
VI. Reservation of Ownership
1. We will retain the right of ownership to the delivered objects until payment
has been received in full. When the customer violates the contract, particularly
when payment is delayed, we have the right to take back the delivery after appropriate
notice, and the customer is obligated to hand over the objects. In such a case
the customer will pay all expenses arising from the return of the delivered objects.
2. Enforcement of the reservation of ownership as well as seizure of the objects
of delivery are not considered to be withdrawal from the contract, unless we
specifically state so in written form. In addition, the following applies to
contractors, legal entities and public-law special funds:
3. The customer may sell the objects delivered to another party in the course
of ordinary business activities; however, he transfers to us, effective immediately,
all claims to the amount of the agreed purchase price (including value-added
tax) that result from selling the equipment to a third party, regardless of whether
the objects are sold in the original state or modified before resale. The customer
is authorized to redeem these debts, even after the object has been transferred.
Our authority to redeem the debts ourselves is not affected; however, we agree
to refrain from redeeming the debts as long as the customer properly fulfills
his payment obligations. Otherwise we can demand that the customer disclose the
assigned debts and the debtors, makes available to us all information needed
to collect the receivables, gives us the corresponding documentation and informs
the debtors of the assignment.
4. Processing or remodeling of products by the customer is done for us. If these
delivered objects are processed with other parts that do not belong to us, we
obtain joint ownership to the new item at a ratio of the value of the delivered
objects to the other objects at the time of processing.
5. If these delivered objects are mixed with parts that do not belong to us to
the point that they are inseparable, we obtain joint ownership to the new items
at a ratio of the value of the delivered objects to the other mixed objects.
The customer acts as our custodian in co-ownership.
6. The customer may neither cede nor offer as collateral the objects of delivery.
When seizure, confiscation or disposition by third parties occurs, the customer
is obligated to immediately inform us and to make available to us all information
and documents required to safeguard our rights. Executory officers and third
parties should be made aware of our ownership.
7. We agree to release the collateral given to us upon demand by the customer,
to the extent that the value of the collateral exceeds the value of the respective
debt to be secured by more than 20%.
VII. Warranty, Guarantee and Liability
1. When a delivered object is found to be defective, the customer has six months
from notification that the shipment is ready to be sent in which to file a claim
for reworking. If we are unable to remedy a fault covered by our warranty obligation
within a reasonable time, or if further reworking attempts are unacceptable to
the customer, the customer has the right to demand cancellation or reduce remuneration.
2. A granted warranty becomes invalid if Spare or spare parts that we did not
provide are installed in the object.
3. Beyond our warranty obligation, guarantee and other essential contract obligations,
we are liable only for intent and gross negligence.
VIII. Annulment Expenses
If a customer unjustifiably withdraws from an order, we have the right to charge
10 % of the purchase price for resulting expenses and lost profit or to make
a claim for actual damage that may be greater. The customer may offer proof of
less damage.
IX. Place of Performance, Place of Jurisdiction, Applicable Law
1. The place of performance is Salzhausen, Germany.
2. If the customer is a contractor, a legal entity of public law or a public-law
special fund, any disputes arising from this contract will be resolved by the
court with jurisdiction for our corporate office.
3. Only German law applies.
X. Other Conditions
If any of the above provisions is or should become void, the remaining provisions
are not affected. |
