General Terms and Conditions

I. Miscellaneous

All deliveries, services, and offers from the Supplier are governed exclusively by these General Terms and Conditions and any separate contractual agreements. Any deviating, conflicting, or supplementary general terms and conditions of the Purchaser shall only become part of the contract if and to the extent that the Supplier has expressly agreed to their validity in writing. This requirement for consent applies in all cases, even if the Supplier carries out the delivery without reservation while being aware of the Purchaser’s General Terms and Conditions.
In the absence of a special agreement, a contract is concluded upon the Supplier’s written order confirmation. The Supplier’s written order confirmation shall be decisive for the scope of the delivery or service.
The Supplier reserves ownership, copyright, and other intellectual property rights to samples, cost estimates, drawings, models, tools, documents, and other information of a tangible or intangible nature, including in electronic form. They may not be made accessible to third parties without the Supplier’s prior written consent and must be returned immediately upon request.
The Supplier shall only make information and documents designated as confidential by the Purchaser available to third parties with the Purchaser’s consent, unless there are statutory disclosure obligations.

II. Prices and Payment

Unless otherwise agreed, prices are ex works, including loading at the factory, but excluding packaging, transportation, unloading, installation, commissioning, and other incidental costs, unless otherwise specified in the offer. Value-added tax at the applicable statutory rate will be added.
Unless otherwise agreed, payments are due within 14 days of the invoice date without deduction.
The purchaser may only set off undisputed or legally established counterclaims. The purchaser is only entitled to a right of retention to the extent that its counterclaim is based on the same contractual relationship.
If the purchaser defaults on a payment, the statutory provisions shall apply.
If, after the conclusion of the contract, the Supplier becomes aware of circumstances that are likely to significantly reduce the Buyer’s creditworthiness and that jeopardize the payment of the Supplier’s outstanding claims, the Supplier is entitled to perform any outstanding deliveries or services only against advance payment or the provision of security. If the purchaser fails to comply with this request within a reasonable period, the supplier is entitled to withdraw from the contract and claim damages in accordance with the statutory provisions.

III. Delivery period, delivery delays

The delivery time is determined by the agreements between the contracting parties. The supplier’s compliance with this time frame is contingent upon all commercial and technical issues having been clarified and the purchaser having fulfilled all obligations incumbent upon them in a timely manner, in particular the provision of necessary documents, approvals, and clearances, as well as the payment of agreed-upon down payments.
If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the supplier is responsible for the delay.
Compliance with the delivery deadline is subject to correct, timely, and complete supply by the supplier’s own suppliers. The supplier shall notify the purchaser of any impending delays as soon as possible.
The delivery deadline is met if the delivery item has left the supplier’s premises by the time it expires or if the buyer has been notified that the item is ready for shipment. If acceptance is required, the acceptance date shall be decisive, except in cases of justified refusal of acceptance; alternatively, notification of readiness for acceptance shall apply.
If shipment or acceptance is delayed for reasons attributable to the buyer, the buyer shall be charged for the costs incurred as a result of the delay, beginning one month after notification of readiness for shipment or acceptance.
If failure to meet the delivery deadline is due to force majeure, labor disputes, or other events beyond the Supplier’s control, the delivery deadline shall be extended accordingly. This also applies if such circumstances occur at the Supplier’s upstream suppliers. The Supplier shall notify the Purchaser of the start and end of such circumstances as soon as possible.
If the supplier is in default and the purchaser suffers damage as a result, the purchaser is entitled to demand lump-sum compensation for delay. This amounts to 0.5 percent for each full week of delay, but in total no more than 5 percent of the value of that part of the total delivery which, as a result of the delay, cannot be used on time or in accordance with the contract.
If the purchaser sets the supplier a reasonable deadline for performance after the due date and this deadline is not met, the purchaser is entitled to withdraw from the contract within the framework of the statutory provisions.
Further claims arising from delay in delivery shall be governed exclusively by Section VII of these Terms and Conditions.

IV. Risk transfer, acceptance

Risk passes to the purchaser when the delivered goods have left the supplier’s premises. This applies even if partial deliveries are made or if the supplier has undertaken additional services, in particular shipping, delivery, installation, assembly, or commissioning.
If acceptance is required, it shall determine the transfer of risk. Acceptance must take place immediately on the acceptance date, or alternatively upon notification of readiness for acceptance. The purchaser may not refuse acceptance in the event of a minor defect.
If shipment or acceptance is delayed or fails to occur due to circumstances not attributable to the Supplier, the risk shall pass to the Purchaser on the date of notification of readiness for shipment or acceptance.
Partial deliveries are permissible provided they are reasonable for the Purchaser.

V. Retention of title

The supplier retains title to the delivered goods until all current and future claims arising from the business relationship with the purchaser have been paid in full.
The buyer is obligated to treat the goods subject to retention of title with due care and, at its own expense, to insure them adequately at replacement value against theft, breakage, fire, water damage, and other customary risks, provided this is economically reasonable. Upon request, the buyer must provide the supplier with proof of insurance coverage.
The purchaser may resell the goods subject to retention of title in the ordinary course of business as long as he is not in default of payment. Pledging or transfer of ownership by way of security is not permitted.
The buyer hereby assigns to the supplier all claims in the amount of the final invoice amount, including sales tax, arising from the resale of the goods subject to retention of title against its customers or third parties. The supplier accepts the assignment.
The purchaser remains authorized to collect these receivables even after the assignment. The Supplier’s authority to collect the claims itself remains unaffected by this. However, the Supplier undertakes not to collect the claims as long as the Purchaser duly meets its payment obligations, is not in default of payment, no petition for the opening of insolvency proceedings has been filed, and there is no suspension of payments.
Any processing or transformation of the goods subject to retention of title by the purchaser shall always be carried out on behalf of the supplier. If the goods subject to retention of title are processed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other processed items at the time of processing.
If the goods subject to retention of title are inseparably combined or mixed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other combined or mixed items at the time of combination or mixing. If the combination or mixing is carried out in such a way that the purchaser’s item is to be regarded as the principal item, the purchaser hereby transfers to the supplier a proportionate share of co-ownership. The supplier accepts this transfer.
The purchaser shall hold the supplier’s sole or joint ownership free of charge.
In the event of attachments, seizures, or other dispositions or interventions by third parties, the purchaser must notify the supplier immediately in writing.
In the event of a breach of contract by the purchaser, in particular in the event of default in payment, the supplier is entitled, in accordance with statutory provisions, to withdraw from the contract and demand the return of the goods subject to retention of title.
The Supplier undertakes to release the securities to which it is entitled at the Purchaser’s request, to the extent that their realizable value exceeds the claims to be secured by more than 10 percent. The selection of the securities to be released is at the Supplier’s discretion.

VI. Claims for defects

The Supplier shall provide a warranty for material defects and defects of title in the delivery, to the exclusion of further claims and subject to Section VII, in accordance with the following provisions:

Material Defects

The purchaser must inspect the delivered goods immediately upon delivery, to the extent that this is practicable in the ordinary course of business, and must report any apparent defects in writing without delay. Hidden defects must be reported in writing immediately upon discovery. If the proper inspection or notification of defects is not carried out, the goods shall be deemed accepted with respect to the defect in question.
All parts or services that prove to be defective as a result of a circumstance occurring prior to the transfer of risk shall, at the Supplier’s discretion, be repaired, replaced, or re-performed free of charge. Replaced parts become the property of the Supplier.
The Purchaser must, after consultation with the Supplier, provide the necessary time and opportunity for the Supplier to carry out all repairs and replacement deliveries deemed necessary by the Supplier. Otherwise, the Supplier is released from liability for the resulting consequences.
Only in urgent cases where operational safety is at risk or to prevent disproportionately large damage—in which case the supplier must be notified immediately—does the purchaser have the right to remedy the defect themselves or have it remedied by a third party and to demand reimbursement of the necessary expenses.
Of the direct costs incurred by the repair or replacement delivery, the Supplier shall bear the costs of the replacement part, including shipping, provided the complaint proves to be justified. The Supplier shall also bear the costs of removal and installation, as well as the costs of providing any necessary technicians and assistants, including travel expenses, provided that this does not impose a disproportionate burden on the Supplier.
The purchaser has the right to withdraw from the contract within the framework of statutory provisions if the supplier allows a reasonable deadline set for rectification or replacement due to a material defect to elapse without result. If only an insignificant defect exists, the purchaser is entitled only to a reduction in the contract price.
No warranty is provided in the following cases in particular: unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building site, as well as chemical, electrochemical, or electrical influences, provided that the supplier is not responsible for them.
If the purchaser or a third party performs improper repairs or if modifications are made to the delivered item without the supplier’s prior consent, the supplier shall not be liable for any resulting consequences.

Legal Defects

If the use of the delivered item within Germany results in an infringement of industrial property rights or copyrights, the Supplier shall, at its own expense, generally secure the right for the Purchaser to continue using the item or modify the delivered item in a manner reasonable for the Purchaser so that the infringement of property rights no longer exists.
If this is not possible under economically reasonable terms or within a reasonable period of time, the buyer is entitled to withdraw from the contract. Under the aforementioned conditions, the supplier is also entitled to withdraw from the contract.
In addition, the Supplier shall indemnify the Purchaser against any uncontested or legally established claims by the relevant intellectual property rights holders.
These obligations of the Supplier shall apply only if the Purchaser immediately notifies the Supplier of any asserted infringements of intellectual property rights or copyrights, supports the Supplier to a reasonable extent in defending against the asserted claims, and the Supplier retains the right to take all defensive measures, including out-of-court settlements, the legal defect is not based on an instruction from the Purchaser, and the infringement was not caused by the Purchaser having modified the delivered item on its own initiative or having used it in a manner not in accordance with the contract.

VII. Liability

If the delivered item cannot be used by the purchaser in accordance with the contract due to the supplier’s fault—resulting from the failure to implement or the incorrect implementation of suggestions and advice provided before or after the conclusion of the contract, or from a breach of other ancillary contractual obligations—the provisions of Sections VI and VII shall apply mutatis mutandis, to the exclusion of any further claims by the purchaser.
For damages that did not occur to the delivered item itself, the supplier shall be liable, regardless of the legal grounds, only
1. in cases of intent
2. in cases of gross negligence
3. in the event of culpable injury to life, limb, or health
4. in the event of fraudulent concealment of a defect
5. in the event of the assumption of a guarantee
6. under the Product Liability Act
In the event of culpable breach of material contractual obligations, the supplier shall also be liable in cases of slight negligence, but limited to the reasonably foreseeable damage typical for this type of contract. Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the purchaser may regularly rely.
Further claims are excluded.

VIII. Limitation period

All claims by the purchaser arising from material defects or defects of title shall be barred by the statute of limitations 12 months after delivery or, if acceptance is required, 12 months after acceptance.
The statutory limitation periods apply to claims for damages under Section VII, as well as in cases of fraud, willful misconduct, gross negligence, injury to life, limb, or health, claims under the Product Liability Act, and defects in a structure or in items used in a structure in accordance with their customary use that caused the structure’s defectiveness.

IX. Software use

If software is included in the scope of delivery, the customer is granted a non-exclusive, non-transferable right to use the delivered software, including its documentation. It is provided for use on the specific item of delivery for which it is intended.
Use of the software on more than one system is permitted only with the express written consent of the supplier, unless otherwise specified in the contract.
The customer may reproduce, modify, translate, or decompile the software only to the extent permitted by law.
Manufacturer information, in particular copyright notices, serial numbers, or other identifying features, may not be removed, altered, or obscured.
All other rights to the software and the documentation, including all copies, remain with the supplier or the software vendor. The granting of sublicenses is prohibited.

X. Applicable law, jurisdiction

All legal relationships between the Supplier and the Purchaser shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
If the purchaser is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the supplier’s place of business. However, the supplier is entitled to bring an action at the purchaser’s place of business.

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