Standard Terms and Conditions

  1. General
    1. These General Terms and Conditions apply to the sale of goods and the provision of services in business transactions. In addition, the statutory provisions shall apply to all contracts. Deviating conditions of the Customer do not apply even if we do not object.
    2. A contract with a Customer is only concluded upon our written confirmation (“order confirmation”).
    3. Oral agreements or amendments to the contract must be confirmed by us in writing in order to be valid.
    4. For installation, assembly and repair services, special supplementary conditions shall apply.
  2. Scope of our duty to deliver
    1. The scope of our duty to deliver goods or services is defined in our order confirmation or in an individually negotiated contract for supply. Performance data contained therein shall determine what is to be deemed performance for the purposes of the contract. With regard to compliance with performance data our liability shall be determined solely pursuant to Clause 7. unless we have expressly assumed a guarantee therefor.
      Any information on technical design (for example design drawings and illustrations) only describes the basic function of the subject matter of the contract.
      We shall not be liable for public statements made in our advertising or in the advertising of another manufacturer of the goods supplied or its agents.
      Unless expressly warranted otherwise, we do not assume any warranty for a specific usability or suitability of the goods for a specific purpose.
    2. We reserve the right to change the goods in relation to their structure and design to bring them into line with technical developments providing the performance characteristics of the goods as a whole are not thereby altered. We shall inform the Customer in advance of material changes in structure and design.
  3. Terms of payment
    1. All prices are quoted ex works or ex warehouse (ex works, Incoterms 2010) Haltern am See, excluding packaging, value added tax, any other taxes, insurance and customs duties.
    2. If the Customer is in default with payment of claims due he shall pay default interest of 9 % (nine percent) per annum above the respective basic interest rate (“Basiszinssatz”). If the Customer is more than two weeks in arrears or if its financial situation deteriorates significantly, all our claims against the Customer shall become due and payable. We may demand advance payment or the provision of security for further deliveries. If the delay in payment lasts longer than four (4) weeks, we shall be entitled to withdraw from the contract.
    3. Offsetting or assertion of a right of retention by the Customer is only possible if the counter rights are undisputed or legally established.
  4. Time for delivery and carrying out work
    1. Periods for delivery and carrying out work do not run until
      • all technical details on performance of the contract have been clarified by both parties (for example, securing the floor, connections, extensions, arrangement of switch boxes) and
      • we have at our disposal the information and documents belonging to the Customer which we require to carry out delivery and service, particularly, drawings, procedural data, samples or test material all supplied in the necessary, agreed, flawless condition and
      • agreed advance payments of the Customer have been received by us in full and all further payment conditions have been fulfilled.
    2. Dates and time periods shall not be binding unless otherwise a fixed delivery or service date or a fixed delivery or service deadline is specifically agreed.
    3. If it has been agreed that documents and information or parts will only be available after production has begun on the goods to be delivered, e.g. for function or inspection tests, then the delivery dates and periods shall be extended by the period for which the availability of the necessary, agreed, flawless documents, information or parts was delayed by the Customer or the Customer fails to make its payment on time. Should the delay amount to more than three working days, we are then entitled to demand a new agreement on delivery periods and dates.
    4. We shall not be liable for the impossibility of delivery or performance or for delays in delivery or performance insofar as these were caused by force majeure or other events not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, or the failure to deliver, incorrectly delivering or not delivering on time by suppliers for which we are not responsible. Insofar as such events make the delivery or service for us considerably more difficult or impossible and the hindrance is not only of a temporary nature, we shall be entitled to withdraw from the contract. In the event of hindrances of a temporary nature, our delivery or service deadlines shall be extended or the delivery or service dates postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to adhere to the contract as a result of the delay, he may withdraw from the contract by immediate written declaration to us.
    5. If a non-binding date for delivery or a non-binding period for delivery has not been met, the Customer can set a reasonable time limit of not less than six (6) weeks, for delivery. If performance is not made within the deadline set by the Customer in accordance with sentence 1 the Customer may not withdraw from the contract or demand compensation unless he has set us a reasonable deadline beforehand stating that he will not accept our performance once the deadline has expired. Claim for performance lapses on expiry of such extended deadline.
    6. In the event of delays in deliveries or services for which we are responsible, the Customer shall be entitled to lump-sum compensation in the amount of 0.5% (zero point five per cent) of the contractual remuneration per week, but no more than a total of 5.0% (five per cent) of this remuneration. All claims of the Customer due to delayed delivery or performance are thus settled.
  5. Delivery
    1. Delivery shall be ex works (Incoterms 2010) from our factory or warehouse in Haltern am See at the risk of the Customer, regardless whether freight-paid delivery has been agreed or we have undertaken the installation. We are not obliged to arrange for transportation insurance.
    2. If dispatch is delayed due to action by the Customer the Customer shall bear the risk from the day of readiness for dispatch, about which we have informed the Customer. If the Customer is in default of acceptance, we may store the goods at the Customer’s expense and risk.
    3. We may make delivery in part unless otherwise specifically agreed.
    4. If the prerequisites of a contract for work and services are met, our performance shall be deemed accepted (“abgenommen”) if the installation has been completed and a trial run has been carried out without significant complaints by the Customer or if the Customer has put the delivered goods into commercial operation.
  6. Retention of title
    1. We shall retain title to the goods delivered by us (Reserved Goods) until all claims arising from our business relationship with the Customer have been satisfied and we have been released from all possible contingent liabilities (e.g. debt guarantees) in favour of the Customer.
    2. Transfer of the Reserved Goods to a third party is only permissible if the transfer is in the ordinary course of the Customer’s business and the Customer retains title to the Reserved Goods until all claims arising from its business relationship with the third party have been met. If the Customer delays in making payment we may – without withdrawing from the contract – take back the Reserved Goods, realize them and set off any gains arising from such realization against our existing claims.
    3. The Customer hereby assigns to us his claims arising from the resale and all ancillary rights to the extent of the purchase price or works fee due to us from the Customer. The Customer has the right to collect the sum due under the claim assigned to us in his own name until such right is withdrawn. We may only withdraw such right if the Customer is in default of payment.
    4. If the goods are incorporated into other goods so that they become an integral part of the new goods we shall become co-owner of the new goods. We shall in every case become co-owners where new goods are created by incorporating or processing the goods notwithstanding §§ 947, 950 German Civil Code. In both cases the Customer shall hold the goods for us in safe custody at his own expense. Our share as co-owner shall be determined in both cases by the proportion the invoice value of the Reserved Goods bears to the marketable value of the new goods. Section 6.1 above shall apply to the sale of the new goods and the part of the claim corresponding to our share as co-owner shall be assigned.
    5. If the total value of the Reserved Goods which the Customer has in his possession plus the value of the claims assigned to us exceed the amount of our claim against the Customer by 20 % of such claim we shall release the remaining securities at our option.
    6. We are entitled, until the agreed price has been paid in full, to insure the Reserved Goods sufficiently against theft, destruction and damage at the Customer’s expense unless the Customer can show that he has taken adequate insurance at his own expense.
  7. Warranty
    1. If the goods we deliver are defective or our performance is poor the Customer can demand that we remedy the defect or deliver goods in replacement at our option.
    2. For goods not manufactured by us, our warranty for defects is limited to the scope of the supplier’s warranty, unless the defect is due to improper handling of the supplier’s product for which we are responsible.
    3. We can refuse to remedy the defect or replace the goods until the Customer has paid the agreed price less an amount corresponding to the economic significance of the defect or the warranted characteristic.
    4. After delivery, the Customer shall inspect the goods without culpable delay and immediately notify us in writing of any obvious defects, giving a comprehensible description of the symptoms of the defect. Hidden defects must be reported to us in the same manner immediately after their discovery. If the Customer fails to properly inspect the goods after delivery or to notify us immediately of any obvious defects or hidden defects discovered later during the inspection, we shall be released from our obligation to remedy the defects.
    5. Unless expressly agreed otherwise, the Customer’s warranty claims shall expire one year upon delivery or after 2000 operating hours, whichever comes first.
    6. Warranty claims are excluded if defects are caused by
      • non-observance or improper use of the operating instructions
      • use of equipment not specified in our operating instructions
      • inadequate maintenance
      • execution of assembly, repairs and commissioning by the Customer and / or third parties commissioned by him without our express permission
      • use of non-original manufacturer spare and wear parts without our express permission.
    7. Parts subject to wear and tear and consumables are not part of services arising from claims for defects.
    8. If the Customer continues to use the goods despite knowledge of a defect and thereby causes further damage to the goods, these are not covered by the warranty.
  8. Liability, Damages
    1. The provisions under 7. on claims for defects conclusively describe the scope of our liability for defects in goods delivered or services rendered by us. Further liability is excluded unless we have expressly assumed a guarantee for the quality of the goods or fraudulently concealed defects. In particular, we shall not be liable for indirect damages or consequential damages due to defects or faults in the goods, including damages caused by production stoppages or production delays, loss of or damage to raw or starting materials, intermediate or end products or operating resources, nor for lost profits or loss of business opportunities as well as for financial losses of the Customer due to a liability of the Customer towards third parties or for costs of the Customer for the recall of products.
    2. Our liability towards the Customer arising from or in connection with the delivery of goods or the provision of services, irrespective of the legal grounds, shall be limited in total to the proportionate value of the part of the delivery or service affected by the defect, but shall not exceed 50% of the total remuneration agreed with us, whichever is the lower.
    3. The above limitations of liability pursuant to Clauses 8.1 and 8.2 shall not apply in the event of intentional or grossly negligent conduct on our part, in the event of injury to life, limb or health or in the event of statutory liability pursuant to the Product Liability Act.
    4. The Customer shall indemnify and hold us harmless from and against all costs, including those of legal action, and/or claims for damages by third parties, in respect of any claims or legal proceedings brought against us by a third party and arising either directly or indirectly from the use, storage or disposal of the goods or services provided by us.
  9. Protection of data and know how, Right of use
    1. We are entitled to store in the sense of the General Data Protection Regulation, revise and pass on to third parties in the course of carrying out the contract, data which we have received from the Customer as part of the business relationship, whether from a Customer or third party.
    2. The Customer will treat as highly confidential information about our operational know-how, particularly but not solely, any business secrets, and not reveal these to third parties, unless contractual obligations require this. Should it be necessary to reveal our operational know-how to a third party to fulfil a contractual obligation, then the Customer must secure our prior written consent.
    3. Intellectual property in goods delivered by us or services rendered by us shall remain with us or our supplier. As far as computer programs, regardless of the form they take, form part of our deliveries and services, the rights granted to the Customer on delivery are restricted to use of the programs in connection with the goods delivered, exclusively in connection with the running of the Customer’s business. The Customer is prohibited from using the software with which we provided him for the purpose of operating one machine for several machines at the same time and from leasing it to third parties. For programs which we have obtained from third parties, the limitations granted on licence by the respective third party apply in addition; if applicable, we informed the Customer of these limitations on conclusion of the contract.
  10. Miscellaneous
    1. The contract shall be performed and payment shall be made at our registered office in Haltern am See.
    2. German material law shall apply exclusively. The Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply.
    3. If individual provisions of the contract including these General Terms and Conditions of Business should be or become invalid in whole or in part this shall not affect the validity of the other provisions. The invalid provision shall be replaced by the relevant statutory provision.
    4. The exclusive place of jurisdiction for disputes arising from or in connection with contracts between us and our Customers shall be Haltern am See. However, we shall be entitled to sue the Customer before the courts at his place of business.

(Status September 2018)