General Terms and Conditions

1. Scope

The following General Delivery and Payment Conditions apply to all deliveries and services. Departures from these Conditions require a written agreement.

 

2. Offers and offer documents

Cost estimates and offers are binding for 21 calendar days. The documents belonging to the offer, such as images, drawings, weight and dimensional information, are only approximate unless they are explicitly designated as binding. The Deliverer reserves title and copyright to cost estimates, drawings, and other documents.

 

3. Placing of orders

Orders will only be considered to have come into being once the Deliverer has confirmed the order in writing; this also applies to orders brokered by representatives. The Deliverer is categorically not liable for errors that result from documents submitted by the orderer (e.g. drawings) or from unclear or verbally given information. Differing agreements and terms and conditions are only binding if confirmed in writing by the Vendor.

 

4. Prices

Prices apply ex works, generally exclusive of freight or shipping charges and packaging. Value-added tax in the statutory amount will be added to the prices. In case of any increases in material or labour costs that occur after conclusion of contract but before completion of the order, the Contract Partners shall have the right to demand negotiations to adjust the price. The Deliverer must notify the Client of services that were not explicitly included in the offer but that in the Deliverer's view are necessary to execute the order. Additional compensation must be paid for such services, as well as services executed at the Client's request. This especially applies to all work related to assembly. Prices are understood to be for normal working hours and performance. Surcharges will be added to the real wage for overtime, night-time, Sunday, and holiday hours and for work under difficult conditions.

 

5. Payment within 10 days without deduction

In case of default of payment, the Deliverer shall be entitled to withhold the delivery (§§ 273, 320 BGB). Accepted bills or customer bills of exchange are only valid as performance after their redemption; costs and fees incurred in this context must be paid by the Payer. If payment deadlines are exceeded by more than fourteen calendar days, the Deliverer shall be entitled (after an unsuccessful prior warning) to charge default interest of 8% over the relevant base rate of the European Central Bank. If the Payer does not comply with the payment conditions, all outstanding claims based on this order shall become due immediately. After unsuccessful passing of a reasonable extension period set by the Deliverer, the Deliverer shall be entitled to terminate the Contract, cease the work, invoice all services rendered thus far, and file claims for damages.

 

6. Delivery and assembly

Delivery ex works shall always take place at the recipient's risk. If the execution of completion of the work is delayed for reasons for which the Client is responsible, the Deliverer shall be released from the obligation to comply with agreed delivery deadlines to this extent. If the Client does not immediately provide a remedy at the Deliverer's request, the Deliverer may demand damages or set a reasonable deadline for contract performance for the Client and declare that it will withdraw from the Contract after the period passes without success.

 

If the Contract is dissolved, the Deliverer shall have a claim to reimbursement of all expenses it has incurred thus far. Cases of force majeure (e.g. labour disputes and other unforeseeable events) in the Deliverer's business or that of one of its subcontractors shall release the Deliverer from the duty to comply with the delivery deadline and/or entitle the Deliverer to wholly or partially withdraw from the Contract if the delivery or service becomes impossible. In these cases, the Deliverer must notify the Client of the occurrence if the event in question without delay. If the Client suffers losses because of a delay for which the Deliverer is responsible, the Client may exercise the rights stated in Paragraph 2 of this section by analogous application. This provision shall also apply mutatis mutandis to assembly work. If necessary, the Client shall be obligated to provide technical assistance (such as foundations, hoists, electrical and water connections) for assembly work at its own cost.

 

7. Acceptance

The deliveries or services must be accepted without delay after notice is given of their completion. This also applies to completed partial services or deliveries. If the Client has begun to use the delivery or service or a part thereof, acceptance shall be considered effective after the end of fourteen calendar days, unless the orderer files a notice of defects. Risk passes to the Client with acceptance.

 

8. Warranty

Claiming patent defects after completed acceptance is excluded. Other notices of defects are subject to statutory time limits. Changes made to deliveries or services beforehand and without the Deliverer's consent exclude any legal claim to remedying of defects. The Deliverer must be given opportunity for inspection on site. If the notice of defects is justified, the defect shall be remedied free of charge within a reasonable period. If the remedy fails, reduction or conversion may be demanded.

 

9. Damages

The Deliverer's liability is determined exclusively by these Delivery and Payment Conditions. All claims not explicitly acknowledged herein - including claims for damages, regardless of legal ground - are excluded unless they are based on an intentional or grossly negligent breach of contract by the Deliverer or by a legal representative or vicarious agent.

 

10. Retention of title

The deliveries or services shall remain the property of the Deliverer until receipt of all payments based on the Contract. The Client is entitled to resell the goods obtained under retention of title or goods manufactured from them in the ordinary course of business. The Client assigns claims against a third party created by resale, including all ancillary rights, to the Contractor effective as of now as security until full payment of all the Contractor's claims against the Orderer, without a separate agreement in this respect being required in each individual case. The Client may neither pledge the delivery item nor transfer it as security. The Client must notify the Deliverer without delay of cases of attachments, seizure, or other forms of compensation by a third party.

 

11. Place of jurisdiction and choice of law

The place of performance is Prien a. Chiemsee. The place of jurisdiction is Rosenheim. Commercial Register: District Court of Traunstein HRA 5264. The whole contractual relationship is governed by German law.

 

Conditions of Purchase

 

1. Validity of the Client's terms and conditions

Only these Conditions of Purchase form the basis of all orders and only these Conditions of Purchase apply exclusively.

Conflicting or additional conditions of the Contractor are refused.

They shall only apply if the Client explicitly agrees to them or parts of them in writing. Our Conditions of Purchase shall still apply if we accept the Supplier's delivery without reservation in awareness of terms and conditions of the Supplier that conflict with or depart from our General Conditions of Purchase. Our General Conditions of Purchase also apply to all future transactions with the Supplier.

 

2. Ranking

The following order applies in respect to the nature and scope of the performances on both sides:

- The terms of the order

- A master agreement if applicable

- These General Conditions of Purchase

- The technical specifications as per the order letter

- The general specifications and standards of the orderer

- General standards

 

3. Offer

In the offer, the Vendor must adhere precisely to the specifications and text of the query. If there are deviations, these must be explicitly pointed out. The offer must be free of charge.

 

4. Order

Orders must be in written form. Electronic data transmission also meets the requirement of written form. Verbal side agreements concerning the order are only binding if the Client confirms them in writing. This also applies to subsequent changes and additions.

The Contractor must confirm the order within 5 business days with fully compliant content, in a legally valid manner, and with a signature. Orders that the Client has sent by electronic data transmission can be confirmed by the Contractor in the same way.

Correspondence of all kinds must state the order number, com. no., and customer number. If other agreements, e.g. master agreements, stipulate delivery at call, the delivery must be made immediately at call.

 

5. Supply

The Contractor is liable to the Client for loss of or damage to supplied items.

Materials supplied by the Client will be processed for the Client orders and shall remain the Client's property at the processing stage. If the item supplied by the Client is inseparably mixed with other objects not belonging to the Client, the Client shall acquire co-ownership of the new item equal to the ratio of the value of the reserved item to the other mixed items at the time of mixing.

If the mixing takes place in such a way that the Supplier's item should be considered the main item, it shall be agreed that the Supplier shall transfer proportional co-ownership to the Client. The Supplier shall safeguard the sole ownership or co-ownership for the Client.

 

6. Subcontractors

The Contractor may not transfer all or part of its obligations under this Contract to others without the prior written consent of the Client, nor may it pass services and work assigned to it on to other enterprises. This also applies to services that the Contractor's business is not oriented towards.

In case of written consent from the Client, the Contractor must impose on the subcontractors all obligations in regard to the tasks they are assuming that the Contractor took on for the Client and must ensure fulfilment thereof.

 

7. Execution, environmental protection, safety, and quality

 

The delivery items must correspond to the current state of the art, especially the EU directives applicable in Europe, European standards, supplementary applicable standards, and technical specifications (EN, VDE, VDI, etc.). The Contractor must observe recognised standards of good practice and the relevant applicable statutory and regulatory provisions, as well as the operational rules and provisions of the Client.

Machines and technical tools must be supplied as per the German Machinery Ordinance (Maschinenverordnung) with an operating manual and an EC declaration of conformity.

If hazardous substances are being delivered, the Client must be sent product information, especially safety data sheets, in good time before the delivery. The Contractor is prohibited from using cancerous substances. If applicable, the Contractor will maintain a quality assurance system, e.g. in accordance with DIN EN ISO 9001 – 9003. The Client is entitled to inspect the system after coordinating an inspection.

 

8. Prices/invoices

The prices stated in the order are fixed prices inclusive of all discounts and surcharges, exclusive of statutory VAT.

The Client can only process invoices if they contain the information required according to the provisions under Point 4, Paragraph 3. The Contractor is responsible for consequences of a failure to fulfil this obligation unless it proves that it is not responsible for them. Invoices, which must be prepared in duplicate, must be sent, separated by order, to the invoice address stated on the order.

The Client is entitled to rights to offset and rights of retention to the statutory extent.

 

9. Payment terms

If no special written agreement is made, payment shall be within 14 days with a 3% discount, or 30 days net; the payment method is left to free choice. The period shall begin running from the time when both the invoice and the goods have been received by the Client or the services have been performed. Effected payments do not signify acceptance of the goods without reservation and are made with reservation of the right to review invoices.

 

10. Delivery/delivery date/default of delivery

The delivery time stated in the order is binding. The Contractor is obligated to notify the Client in writing immediately if circumstances arise or become discernible whose result is that the stipulated delivery time cannot be complied with.

In case of default of delivery, the Client is entitled to demand flat-rate damages for default of 1% of the delivery value per completed week, but no more than 10%; further statutory claims (withdrawal and damages instead of performance) remain reserved. The Contractor has the right to prove to the Client that no or much less loss was suffered as a result of the default.

 

11. Shipping

Goods shall be shipped at the expense and risk of the Contractor to the shipping address stated by the Client. This also applies to return shipment of defective goods by the Client.

Transport options that are convenient for the Client should be chosen, unless the Client has explicitly announced specific transportation provisions. The goods shall be packaged at the Contractor's expense, unless payment of packaging costs by the Client is explicitly agreed upon. Deliveries must be packaged such that damage in transit is avoided. Along with the shipping address, the transport documents must state the order information as per Point 4, Para 3. Costs incurred by misdirection of deliveries must be paid by the Contractor if it has assumed responsibility for transportation or is at fault for the misdirection of the transport. The Contractor is only authorised to render partial deliveries/services with the Client's written consent. Return of packaging requires a special agreement.

 

12. Transfer of risk

Risk is only transferred to the Client after the deliveries/services have been handed over to or accepted by the Client.

 

13. Defect claims

The Client is entitled to statutory defect claims in full. As cure for defects, the Client may choose either remedying of the defect or delivery of a non-defective item or manufacture of a new work. The cure for defects shall take place by mutual agreement with the Contractor in due consideration of the Client's business interests. The right to damages, especially to damages instead of performance, remains explicitly reserved.

The limitation period of defect claims shall be extended by the time between the notice of defects and the remedying of defects. If the delivery/service is redelivered, wholly or partially requested later, or replaced, the limitation period for defect claims for the redelivered, replaced, or wholly or partially rectified item or component shall be renewed upon delivery/acceptance.

The Client is entitled to remedy the defect itself at the Contractor's expense if there is danger in delay or particular urgency. The limitation period is 36 months, calculated from transfer of risk.

 

14. Notice of defects

For delivery of goods that the Client must inspect under § 377 HGB, the period for inspection and reporting of a patent defect in the goods is 2 weeks from receipt of the delivery. The reporting period for latent defects is 2 weeks from discovery of the defect. The signing of a delivery note stating the quantities, weights, dimensions, and conformity with contract of the transferred goods does not constitute recognition of conformity with contract or these values.

 

15. Exclusion of assignment

Assignments and other transfers of rights and duties of the Contractor outside the scope of application of § 354 HGB are excluded; exceptions require the Client's written consent to be effective.

 

16. Termination

The Client is entitled to withdraw from the Contract if labour disputes, interruptions of operations, accidents, war-like events, stagnations of sales, regulatory interventions, similar events, or force majeure make it impossible or considerably more difficult financially to use the ordered goods. If a Contract Party ceases its payments or if insolvency proceedings are applied for in respect to its assets, the other Party shall be entitled to withdraw from any unperformed part of the Contract.

 

17. Rights of use and proprietary rights

The Client may use the contractual item, including the underlying patent and other proprietary rights, in its operation without restriction. The Contractor guarantees that no third-party rights are infringed in the Federal Republic of Germany in connection with or by the delivery. If a claim is filed by a third party in this respect, the Contractor is obligated to indemnify against these claims on first written request; the Client is not entitled to come to any agreement with the third party (without the Contractor's consent), especially any settlement. The Contractor's indemnity obligation pertains to all necessary expenses incurred by the Client by or in connection with the suit filed by a third party. The limitation period for these claims is 10 years,

starting at conclusion of the contract in question.

 

18. Confidentiality/data protection

The Contractor is obligated to keep all images, drawings, calculations, and other documents and information received strictly confidential. They may only be disclosed to third parties with the explicit consent of the Client. The confidentiality obligation shall remain in effect even after the orders are processed; it shall ends if and insofar as the manufacturing knowledge contained in the transferred images, drawings, calculations, and other documents becomes generally known.

 

19. Publication

Use or announcement of the business relationship with the Client in publications or for advertising purposes is only permitted with the explicit prior written consent of the Client.

 

20. Place of jurisdiction/language of contract/applicable law

If the Contractor is a merchant as defined by the German Commercial Code, a corporate body under public law, or a special fund under public law, the Client's registered office shall be the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. In addition, the Client is entitled to bring an action before the court with jurisdiction over the Contractor's registered office.

The language of the contract is German. German law applies to the exclusion of the Uniform Law on the International Sale of Goods and UN Convention on Contracts for the International Sale of Goods.

 

21. Written form

Email does not meet the written form requirement of these T&Cs or the individual contracts concluded on the basis thereof.

 

22. Partial invalidity

Should individual provisions of these terms and conditions be or become invalid or inexecutable, the Contract as a whole and the remaining provisions of these terms and conditions shall remain valid. The Contract Parties are obligated as of the start of the invalidity/inexecutability to replace the invalid/inexecutable provisions with a provision that is as economically equivalent as possible in due consideration of the interests of both sides. The same applies to gaps.