Terms and Conditions

1. Acceptance of These Terms and Conditions

All of our offers and agreements are based exclusively on the following terms and conditions. Any deviating terms and conditions of the client that we have not expressly accepted in writing shall have no validity, even if we do not expressly object to them.

2. Placing an Order

2.1 All agreements become binding only upon our written confirmation. The same applies to additions, amendments, and ancillary agreements.

2.2 The information, drawings, illustrations, and specifications contained in our catalogs, price lists, or the documents accompanying the offer are approximate values customary in the industry, unless we expressly designate them as binding.

3. Delivery

3.1 The delivery time is considered to be approximate unless a specific delivery date has been bindingly agreed upon. In any case, a delivery period does not begin until all details regarding the performance of the contract have been clarified. It begins on the date the order confirmation is sent and is deemed to have been met if the goods have left our plant by the agreed time or, in the event of an inability to ship for reasons beyond our control, if readiness for shipment has been reported to the customer.

3.2 If the Client makes subsequent changes to the contract that affect the delivery period, the delivery period may be extended to a reasonable extent.

3.3 Deliveries ordered on call must be accepted within 6 months of order confirmation. Deliveries that have not been accepted will be billed to the customer after this period has expired and will be stored at our facility at the customer’s expense.

3.4 The delivery period shall be extended appropriately in the event of unforeseeable, extraordinary circumstances that we cannot avert despite exercising the due care reasonable under the circumstances of the individual case, even if such circumstances occur at the supplier’s premises, to the extent that they have a significant impact on the completion or delivery of the goods. These include, in particular, government intervention, operational disruptions, labor disputes, and delays in the delivery of raw materials and supplies. If the aforementioned events render delivery or performance impossible, we shall be released from our delivery obligation without the customer being entitled to claim damages. If the delivery delay lasts longer than 3 months, the client is entitled to withdraw from the contract.

3.5 In the event of a delay in delivery, the client must grant us a reasonable grace period.

4. Shipping and Transfer of Risk

4.1 Shipments are made ex works, unless otherwise agreed, without any obligation to use the most economical shipping method.

4.2 Even in the case of carriage-paid delivery, risk passes to the customer when the goods have been handed over to the shipping agent.

4.3 In the event of damage during transport, the client must immediately arrange for an
report to be filed with the appropriate authorities and notify us at
.

5. Changes to the Scope of Delivery / Partial Deliveries

5.1 We reserve the right to make changes to the design and form, provided that the delivered item is not significantly altered and the changes are reasonable for the customer.

5.2 Partial deliveries of a reasonable scope are permitted. Defective partial deliveries do not entitle the customer to reject the remaining deliveries, unless the customer can demonstrate a lack of interest.

6. Intellectual Property Rights

We reserve all rights of ownership and copyright in illustrations, drawings, models, and other documents; they may not be made available to third parties without our consent and must be returned to us immediately upon request.

7. Retention of Title

7.1 We reserve title to the delivered items until all claims arising from the business relationship have been satisfied, including future claims arising from contracts concluded with the customer at the same time or at a later date.

7.2 The Customer is entitled to sell these items in the ordinary course of business or to use them under a contract for services or a contract for work and materials, provided that the Customer fulfills its obligations arising from the business relationship with us in a timely manner. However, the Customer may neither pledge the goods subject to retention of title nor assign them as security. The Customer is obligated to secure our rights in the event of a resale of the goods subject to retention of title on credit.

7.3 If the customer is in default of payment, we are entitled—even without exercising our right of rescission and without setting a grace period—to demand the provisional surrender of the goods subject to retention of title at the customer’s expense.

7.4 Any processing or treatment of the goods subject to retention of title shall always be carried out by the Customer on our behalf. If the goods subject to retention of title are processed or inseparably mixed with other goods not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the other processed or mixed goods at the time of processing or mixing. If our items are combined with other movable items to form a single item or are inseparably mixed with them, and if the other
item is to be regarded as the principal item, it is hereby agreed that the Customer shall transfer proportionate co-ownership to us to the extent that the principal item belongs to the Customer. The customer shall hold the ownership or co-ownership in trust for us. In all other respects, the same provisions shall apply to the items resulting from processing, combination, or mixing as to the goods subject to retention of title.

7.5 The Customer hereby assigns to us, by way of security, all claims and rights arising from the resale or other use (e.g., combination, processing) of items to which we hold title. We hereby accept such assignment. In the event that goods subject to retention of title have been incorporated by the Customer as an integral part of its own real property, the Customer hereby assigns to us, as security, the claims arising from the commercial sale of the real property or of rights to the real property, in the amount of the invoice total for the goods subject to retention of title, together with all ancillary rights, including any rights arising from the granting of a priority security mortgage. We hereby accept the assignment.

7.6 The Customer must immediately notify us of any enforcement measures taken by third parties against the goods subject to retention of title, the claims assigned to us, or other forms of security, and must provide us with the documents necessary for us to intervene; this also applies to any other type of impairment.

8. Warranty

8.1. If the delivered item is defective as a result of a circumstance occurring prior to the transfer of risk, or if it lacks warranted characteristics, we shall, at our option and to the exclusion of any further warranty claims by the customer, either repair the item free of charge or deliver a replacement. Replaced parts shall become our property. We must be given the opportunity to verify the reported defect.

8.2 An agreed acceptance must take place immediately upon completion of the full delivery or upon separate request. Obvious defects must be reported in writing within 10 days of receipt of the delivery or upon acceptance; other defects must be reported in writing immediately upon discovery. The customer may withhold payments due to justified defects only in reasonable proportion to the value of the defective delivery item. The amount of this withholding must be agreed upon with us in each case. No warranty is assumed for damages arising from the following causes: Incorrect installation or commissioning by the Client or third parties; unsuitable or improper use; natural wear and tear; and defective or extraordinary external influences, provided they are not attributable to the Contractor’s fault. The same applies to modifications or repair work carried out by the Client or third parties that were performed improperly without consultation with us.

8.3 The Client must, after consulting with us, provide the necessary time and opportunity for us to carry out all repairs and replacement deliveries that appear necessary in our reasonable discretion; otherwise, we are released from liability for defects. Only in urgent cases where operational safety is at risk and to prevent disproportionately large damages—in which case we must be notified in a timely manner—or if we are in default regarding the rectification of the defect, does the Client have the right to rectify the defect itself or have it rectified by third parties and to demand reimbursement of the necessary costs from us.

8.4 Of the direct costs incurred as a result of the repair or replacement, we shall bear—to the extent that the complaint proves to be justified—the costs of the replacement part, including shipping, as well as the reasonable costs of removal and installation; furthermore, if it is more cost-effective in the specific circumstances, the costs of providing our technicians and assistants, if necessary. In all other cases, the client shall bear the costs.

8.5 The warranty period is 2 years. However, it begins no later than 1 month after the delivered item has left our factory. For parts subject to normal wear and tear (so-called “wear parts”), the statutory warranty period applies.

8.6 If the Contractor allows a reasonable grace period set for it to elapse without having remedied the defect or delivered a replacement, the Client is entitled to demand rescission of the contract. If the warranty pertains to construction work, the Client may only demand a reduction in price.

8.7 The Contractor shall be liable for repair work and replacement deliveries to the same extent as for the original delivered item; the original warranty period shall apply to replacement deliveries.

9. Other Claims / Liability

9.1 Unless otherwise specified below, any other or further claims by the Partner against us are excluded. This applies in particular to claims for damages arising from delay, impossibility of performance, culpable breach of ancillary contractual obligations, fault in the conclusion of the contract, and tort. We are therefore not liable for damages that did not occur to the delivered goods themselves. In particular, we are not liable for lost profits or other financial losses suffered by the Partner.

9.2 The foregoing limitations of liability do not apply in cases of willful misconduct, gross negligence on the part of our legal representatives or executive officers, or in cases of culpable breach of material contractual obligations. In the event of a culpable breach of material contractual obligations, we shall be liable—except in cases of willful misconduct or gross negligence on the part of our legal representatives or executive officers—only for damages that are typical for this type of contract and reasonably foreseeable.

9.3 Furthermore, the limitation of liability does not apply in cases where, under the Product Liability Act, liability arises for personal injury or property damage to items used for private purposes due to defects in the delivered goods. It also does not apply in the event of the absence of warranted characteristics, if and to the extent that the warranty was specifically intended to protect the Partner against damages that did not occur to the delivered goods themselves.

9.4 To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff members, legal representatives, and agents.

9.5 The statutory provisions regarding the burden of proof remain unaffected by this.

10. The laws of the Federal Republic of Germany shall apply.

The place of performance for all obligations arising from the contractual relationship is our registered office. For all legal disputes, including those arising from proceedings involving bills of exchange and checks, the court at our registered office shall have jurisdiction if the purchaser is a registered merchant, a legal entity under public law, or a special fund under public law.

11. Continued Validity of the Contract in the Event of Partial Invalidity

If any provision of these terms and conditions or of any other agreement entered into is or becomes invalid, this shall not affect the validity of the remainder of the contract. The contracting parties are obligated to replace the invalid provision with a provision that achieves an economic result as close as possible to that of the invalid provision.