General Terms & Conditions

1. General
1.1 The following General Terms and Conditions are applicable exclusively for all deliveries and other performance; they are applicable only with respect to merchants in terms of § 24 AGBG (German Law on General Terms and Conditions).
1.2 Deviating terms of Purchaser, which Supplier does not explicitly acknowledge, are non-binding, even if Supplier does not explicitly disagree.
1.3 Other agreements, changes and ancillary understandings require confirmation in writing.
1.4 Inclusion and interpretation of these General Terms and Conditions shall be regulated - like the conclusion and interpretation of the legal transactions with Purchaser himself - exclusively according to the law of the Federal Republic of Germany. Application of the Uniform Law on the Conclusion of International Contracts on the Sale of Goods (BGBl (Federal law Gazette), 1973 1p. 868, the Uniform Law on the International Sale of Goods ( BGHl, 1973 l p. 856 ), as well as the UN Sales Convention shall be excluded.
1.5 If stipulations of these General Terms and Conditions should prove to be invalid, such invalidity shall not affect the validity of the remaining stipulations. Purchase and Supplier shall replace the invalid stipulations with new stipulations, which are legally valid and come closest to the intended legal and economical spirit and purpose.
1.6 Purchaser authorizes Supplier -under waiver of notice - to process personal data within the admissibility of the BDSG (Bundesdatenschutzgesetz – Federal Data Protection Act), thus necessary for the implementation of the contractual relationship, and to convey such data to the location processing the implementation of the contractual relationship within the Company. Supplier explicitly reserves the right to conclude credit insurance with respect to any business transactions concluded with Purchaser and to convey to insurer in such connection the required data of Purchaser, which Purchaser acknowledges approvingly.
1.7 Place of performance for all obligations indirectly or directly resulting from this contractual relationship, including the obligation to pay, shall be Supplier’s place of business.
1.8 Place of jurisdiction shall be the competent venue for Supplier’s Company seat. Supplier shall also have the right to sue before a court, which is the competent venue for Purchaser’s place of business or branch.
2. Offers, scope of performance and conclusion of contract
2.1 All offers are subject to confirmation.
2.2.1 The order confirmation shall be exclusively authoritative for the scope of the performance owed under the contract.
2.2.2 Deviations from the ordered amount of + 10% are permissible for manufacture-specific products, as far as such deviation cannot be avoided due to technical reasons and is deemed reasonable with respect to Purchaser.
2.2.3 Assemblies that have been irreversibly modified at the customer's request and no longer comply with the standard are excluded from exchange. Furthermore, there is no obligation to return even in the event of non-conformity.
2.2.4 Supplier reserves the right to make changes in construction, choice of material, specification and design, even after dispatch of an order confirmation, insofar such changes neither contradict order confirmation nor purchaser’s specification.
2.2.5 Partial delivery is permissible.
2.2.6 Purchaser shall be obligated to accept delivery items regardless of his rights with respect to liability and warranty.
2.2.7 The underlying documents to the offer and the order confirmation, such as illustration, drawing, measurement and weight indication, shall generally be understood as approximation value, only, unless explicitly determined as binding.
2.3.1 An order shall be deemed accepted only if Supplier has confirmed it in writing, alternatively, however, upon delivery, if such delivery had to be implemented without prior order confirmation. Awarded orders shall be irrevocable.
2.3.2 If a substantial change of the conditions present at the time of conclusion of the contact occurs, Supplier has the right to refuse delivery until Purchaser has either effected pro rata counter performance or provided respective security.
 3. Price and payment conditions
3.1 Unless otherwise agreed upon, the prices are applicable ex factory, including loading in the factory, but excluding packaging and other shipping and transportation costs. Packaging shall be invoiced at cost price and not taken back. Value added tax at the respective legal rate shall be added to the prices.
3.2 The prices shall be taken from the respectively valid price list at delivery. Volume dependency shall be classified in the respective offers and price lists (volume scaling).
3.3 For devices, which are not provided for sale ex warehouse, the minimum order value classified in the price list shall be charged if the order includes less than such minimum order value.
3.4.1 In case of a substantial change of the production costs, which was not foreseeable and influenced by Supplier, Supplier reserves the right to agree with Purchaser upon a price deviating from the order confirmation.
3.4.2 In case of change requests of Purchaser after order confirmation, the accruing additional costs shall be invoiced.
3.5.1 Payments shall be rendered within 30 days upon sending of the invoice without any deduction, or within 10 days with a 2 % discount.
3.5.2 Time of performance for all payments shall be the day on which Purchaser has initiated the due payments.
3.5.3 For culpable excess of the payment deadline, interest shall be charged in the amount of 5 % or 4 % above the respective of discount rate of Deutsche Bundesbank after serving a written past due reminder notice and under reservation of assertion of further claims.
3.5.4 Checks and bills shall only be accepted in lieu of payment and shall be deemed valid as payment only upon unconditional credit. Bank discounts and other charges shall be borne by Purchaser.
4. Delivery deadlines, acceptance and shipping
4.1 Supplier shall endeavor to adhere to the stated delivery deadlines. Delivery time particulars shall be implemented to the best judgment, without obligation to commitment, however, unless it is a matter of an actual fixed date agreed upon in the order confirmation.
4.1.2 The delivery deadline shall commence upon dispatch of the order confirmation. A reasonable extension of such deadline shall, however, occur, if Purchaser does not furnish the documents, approvals, etc. to be obtained by him, on time or does not meet his essential contractual and payment obligations of the order. The same applies for measures within the scope of industrial disputes, particularly strikes and lock-outs, as well as upon the occurrence of unforeseen obstacles, which are based outside of Supplier’s will – such as, for example, delivery delays, traffic and operational interruptions, lack of material or energy, and verifiably have significant influence on the production or delivery of the delivery item.
4.1.3 The delivery deadline shall be deemed as kept if the delivery item has left the factory, or readiness for dispatch has been communicated, until lapse of such deadline.
4.1.4 If Supplier continues to be in default, even after setting a reasonable period of grace by Purchaser, and if Purchaser incurs verifiable damage thereby, he shall have the right – excluding further claims – to request for each full week of delay ½ percent up to the amount of a total of 5 percent of the value of that part of the delivery or other performance, which cannot be used on time or according to contract due to the delay. Further claims for damages of Purchaser shall be excluded in all cases of delayed delivery or performance. Such exclusion shall not apply in cases of mandatory liability due to intent or gross negligence.
4.1.5 Purchaser’s right to withdraw from the contract after inefficacious lapse of a grace period given by Supplier shall remain unaffected.
4.2.1 Unless fixed acceptance deadlines have not been agreed upon, Purchaser shall accept the delivery item within 8 days after notice of completion.
4.2.2 If Purchaser has given an order on call, he shall call the delivery item – when ordering several delivery items: all of them - within 12 months from the time of placing the order. 4.2.1 shall be applicable mutatis mutandis. Special conditions apply to developmental orders. 
4.2.3 If Purchaser does not comply with his obligations stated under 4.2.1 or 4.2.1, Supplier shall have the right – regardless of the additional legal possibility to request immediate payment – to warehouse the delivery item at Purchaser’s cost and risk or dispose of it otherwise and to deliver Purchaser for the next possible point in time. In such cases, the risk of accidental destruction or accidental deterioration shall pass to Purchaser upon notification of readiness for dispatch.
4.3.1 Dispatch shall be ex factory at Purchaser’s cost and risk. Supplier will take out transportation, breakage, theft, and other insurances only upon explicit request of Purchaser and on his account.
4.3.2 If dispatch is delayed upon Purchaser’s request, the cost accruing due to storage in Supplier’s factory shall be invoiced to Purchaser beginning one month after notice of readiness for dispatch, at least ½ %, however, of the invoice amount for each month. Supplier has the right, however, to dispose of the delivery item otherwise and to deliver to Purchaser within a reasonably extend deadline upon setting and inefficacious lapse of a reasonable deadline.
5. Set up and assembly
Supplier’s “General Terms and Conditions for Set- up and Assembly” shall be applicable to the performance of set-up and assembly, which terms shall be furnished to Purchaser, if respective performance is subject matter of the contract.
6. Transfer of risks 
The risk shall be transferred to Purchaser upon acceptance, on the day of unfounded refusal of acceptance, Purchaser’s failure to act upon lapse of the deadline of the previous paragraphs 4.2.1 and 4.2.2, or a specially agreed upon acceptance deadline. If shipping of the delivery item to Purchaser or third parties has been agreed on, the risk shall be transferred to carrier (trucking company, rail, etc.) upon transfer of delivery item. The risk shall be transferred in any case upon use of delivery item. If Supplier takes back the merchandise due to reasons he is not liable for, Purchaser shall carry the risk until the merchandise is received by Supplier.
7. Reservation of title
7.1 In general, sold merchandise shall remain the property of Supplier until performance of all outstanding receivables from the business relationship; this also applies if individual or have been added into an open account and have been balanced and accepted. Supplier shall be obligated to release respective securities if at least 90 % of the outstanding receivables have been settled. 
7.2 Purchaser shall neither mortgage the merchandise delivered under reservation of title nor assign it as a security. In case of seizure and sequestration or other third party disposal, he shall inform Supplier immediately hereof.
7.3. Buyer shall implement a possible reworking or processing of the merchandise under reservation of title for Seller without obligations arising thereof for the latter party. If merchandise is reworked or processed by Purchaser, the retention of title shall extend to the entire new product. In case of reworking, mixing or mingling with foreign products, Supplier shall acquire joint ownership at the fractional amount, which corresponds to the ratio of the value of his merchandise to the other products used by Purchaser at the time of reworking, mixing or mingling. Purchaser shall have the right to resell the merchandise under retention of title within the ordinary course of business. If Purchaser himself sells the merchandise without receiving the full sales price up front or concurrently upon surrender of merchandise, he shall agree upon a respective retention of title with his clients. Purchaser, at this time, assigns his rights from such re-sale as well as the rights from the resale agreed by him as well as all rights from the retention of title agreed by him to Supplier. He shall be obligated upon Supplier’s request to announce the assignment to buyers and to furnish the necessary information and surrender the documents for the enforcement of such rights of Supplier against buyers.
8. Warranty
8.1 Supplier shall repair defects of the merchandise delivered by Supplier, which have been reported to Supplier within the legal deadline, or Supplier shall deliver replacement merchandise, which right he shall also have upon unsuccessful subsequent improvement. The written notice of defects shall be received by Supplier for obvious defects at least within 14 days after handover of merchandise to Purchaser, for non-obvious defects immediately after detectability. Purchaser shall have the possibility to reserve the right to request rescission of contract or markdown of prices as far as subsequent improvement attempts and replacement deliveries have failed. Replacement or expendable parts or parts for further processing shall be inspected by Purchaser immediately upon delivery, and possible defects shall be reported immediately. All warranty claims for defects, which could have been detected prior to installation or processing, are not applicable after processing or installation.
8.2 If Purchaser causes an inspection of delivered merchandise and he states an error for which Supplier would be liable according to the previous paragraph 8.1, Purchaser shall bear the accruing costs if it becomes apparent that no defect is present.
8.3 Further claims of Purchaser, particularly due to consequential damages – as far as such damages do not result from the non-conformity with express warranties and conditions – shall be excluded. This does not apply as far as Supplier is culpable of intent or gross negligence.
8.4. The costs for sending and returning the delivery item as well as for its packaging shall be borne by Supplier, unless Purchaser and Supplier have agreed otherwise.             
9. Liability
9.1. Purchaser’s damage claims – regardless of the legal grounds, also those based on tort or consequential damages – shall be excluded. This does not apply as far as Supplier is culpable of intent or gross negligence or he is liable because of the non-conformity with express warranties and conditions. 
9.2 If Purchaser claims personal or property damage based on the Product Liability Law, which trace back to the defectiveness of the delivered product, the exclusion of liability shall not be applicable.
9.3. Supplier shall not be liable for damages, which arise due to the following reasons: inappropriate or improper use, faulty assemblage or operation by Purchaser or third parties, non-observance of the operating manual, faulty or careless treatment, normal wear and tear, chemical, electrochemical or electrical influences, unless these cannot be traced back to intent or gross negligence of Supplier, non-approved changes or repair work.
9.4. Advice for Purchaser, particularly with respect to the use of the delivery item, shall be binding for Supplier only if he gives or confirms them in writing.
10. Repairs
The “Terms and Conditions for Maintenance and Repair” of Supplier shall be applicable for performance of repairs, which are made available to Supplier if respective performance is subject matter of the contract.
11. Copyright
11.1 Supplier reserves the title to drawings, sketches, cost estimates and his other documents accompanying his offers and order confirmations. Purchaser shall use these only for the agreed upon purpose and shall not copy them or make them available to third parties without Supplier’s consent. Upon request, such documents and all copies thereof shall be returned to Supplier.
11.2.   Tools and/or facilities manufactured by Supplier shall remain his property even if the costs for such tools and/or facilities have been invoiced in whole or in part. Supplier shall be obligated upon Purchaser’s request to reimburse the fair value or pro rata value of the tools and/or facilities. If Supplier refuses to do so, Purchaser can request surrender.