These General Terms and Conditions of Delivery and Service apply to all areas of our business. These General Terms and Conditions of Delivery and Service therefore apply to the delivery of goods—including, in particular, replacement parts—to work performed, including, in particular, maintenance services, and to other services.

Any prior agreements and previous versions of our Terms and Conditions are superseded by these Terms and Conditions.

If, in individual cases, contractual relationships are established with individuals or companies that are not themselves intended to be parties to the contract, the limitations of liability set forth in these General Terms and Conditions of Delivery and Service shall also apply to such parties, provided that these General Terms and Conditions of Delivery and Service were incorporated into the contractual relationship with such third parties at the time the contractual obligation was established. This is particularly the case if the third parties became aware of these General Terms and Conditions of Delivery and Service when the contractual relationship was established, or were already aware of them at that time.

The customer’s acceptance of our services and deliveries shall be deemed acknowledgment of the validity of these General Terms and Conditions of Delivery and Service.

Unless otherwise agreed, our offers are subject to change.

We are not bound by the order until we have confirmed it in writing by means of an order confirmation or until we begin fulfilling the order.

The scope of our delivery or service is governed by our written offer or our order confirmation. Any side agreements or amendments require our written confirmation. If our offer or order confirmation was based on information provided by the customer (data, figures, illustrations, drawings, specifications, and dimensions, etc.), our order confirmation is binding only if such information was accurate. If, after the contract has been concluded, it becomes apparent that the order cannot be carried out in accordance with the customer’s specifications, we are entitled to withdraw from the contract, provided that the customer is not willing to accept the alternative solution we propose and, if applicable, to bear any additional costs that may actually arise.

We are entitled to perform partial deliveries and services to a reasonable extent for all deliveries and services. We are also entitled to engage subcontractors to fulfill our contractual obligations.

As soon as we become aware of a risk that the customer may be unable to fulfill its obligations, we are entitled to provide goods, deliver goods, and render services only upon receipt of advance payment or security. This does not affect our right to withdraw from individual contracts that have already been concluded if and to the extent that the customer fails to make an advance payment or provide security within a reasonable grace period.

Delivery and service periods and dates are always the best possible estimates but are generally non-binding. The start of the delivery period and adherence to delivery dates are contingent upon the customer performing the required cooperative actions in a timely and proper manner, providing all necessary documents, and making any agreed-upon advance payments.

If it has been agreed that the customer will pay in advance, delivery can only take place after we have received the full purchase price.

The information attached to our quotations and order confirmations—such as drawings, weight, dimension, and capacity specifications—is only approximate unless expressly designated as binding. We reserve all rights to drawings, designs, samples, and similar preparatory work.

In the event of force majeure or other extraordinary circumstances beyond our control, we shall not be deemed to be in default. In such cases, we are entitled to rescind the contract even if we are already in default. In particular, we shall not be in default in the event of delivery delays caused by incorrect or late deliveries from our suppliers for which we are not responsible. In the event of temporary obstacles, the delivery or performance deadlines shall be extended, or the delivery and performance dates shall be postponed, by the duration of the hindrance plus a reasonable start-up period.

If we are contractually obligated to perform first, we may refuse to perform our obligation if, after the contract is concluded, it becomes apparent that our right to receive consideration is at risk due to the customer’s inability to pay. This is particularly the case if the consideration to which we are entitled is at risk due to the customer’s poor contractual standing or if other obstacles to performance are imminent, such as export or import bans, acts of war, the insolvency of suppliers, or absences of essential employees due to illness.

Shipping insurance for the shipped goods is taken out only upon express request. The shipping insurance is then taken out in the customer’s name and at the customer’s expense.

The Seller is obligated to transfer ownership of and deliver the purchased item. The Seller is not obligated to perform any assembly, installation, or configuration of the purchased item, unless expressly agreed upon.

Our prices are net prices and, unless otherwise agreed, always apply “ex works” for deliveries. For services, the prices refer to the performance of the service at the agreed-upon location. Value-added tax at the applicable statutory rate will be added when the invoice is issued.

Bei Vereinbarung einer Leistungsfrist von über 4 Monaten zwischen dem Zeitpunkt der Bestätigung der Bestellung und der Ausführung der Leistung sind wir berechtigt, zwischenzeitlich durch Preiserhöhungen für uns eingetretene Steigerungen der Kosten in entsprechendem Umfang an den Kunden weiterzugeben. The same applies if a delivery period of less than 4 months was agreed upon, but we are unable to deliver the goods until more than 4 months after the order was confirmed due to reasons for which the customer is responsible.

Unless otherwise agreed in the contract, our claim becomes due and payable without any deductions 30 days after receipt of the delivery or after performance of our services. If we provide our deliveries or services in distinct phases, we are entitled to demand payment of a corresponding portion of the compensation for each phase.

Unless expressly agreed upon, the customer is not entitled to make any deductions.

If the customer defaults on payment, the customer must compensate us for any damages resulting from the default, including, in particular, interest at a rate of 8 percentage points above the base rate. If the customer is more than 14 days late in paying an amount or partial amount due, if the customer breaches the obligations arising from a retention of title, or if the consideration to which we are entitled is jeopardized due to the customer’s poor financial circumstances, the entire balance of all outstanding claims shall become due and payable immediately.

Payment by bill of exchange or promissory note is permitted only if expressly agreed upon, and even then is considered payment only on account.

Our claims for payment may be set off only against undisputed or legally enforceable claims. The same applies to the exercise of a right of retention. Furthermore, the customer is authorized to exercise a right of retention only to the extent that it is based on the same contractual relationship.

The assignment by the customer of any claims against us requires our prior approval, which we will refuse only for good cause.

We reserve title to the delivered goods until all of our current and future claims arising from the concluded contract and an ongoing business relationship (secured claims) have been paid in full.

The goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The customer must notify us immediately in writing if and to the extent that third parties attempt to seize the goods belonging to us.

If the customer acts in breach of the contract—in particular, by failing to pay the purchase price when due—we are entitled, in accordance with applicable law, to rescind the contract and/or to demand the return of the goods based on the retention of title. A demand for return of the goods does not automatically constitute a declaration of rescission; rather, we are entitled merely to demand the return of the goods and to reserve the right to rescind the contract. If the customer fails to pay the purchase price when due, we may assert these rights only if we have first set the customer a reasonable deadline for payment without success, or if setting such a deadline is not required under applicable law.

The customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition: a) The retention of title extends to the products resulting from the processing, mixing, or combination of our goods, up to their full value, whereby we are deemed to be the manufacturer. If, upon processing, mixing, or combining the goods with third-party goods, the third party’s right of ownership remains in effect, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same provisions apply to the resulting product as to the goods delivered under retention of title. b) The Customer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or products, either in full or in the amount corresponding to our share of co-ownership, as set forth in the preceding paragraph. We accept this assignment. The Customer’s obligations set forth in paragraph 2 above also apply with respect to the assigned claims. c) The customer remains authorized, alongside us, to collect the receivable. We undertake not to collect the receivable as long as the customer meets its payment obligations to us, is not in default of payment, no petition for the commencement of insolvency proceedings has been filed, and there is no other impairment of its ability to pay. However, if this is the case, we may require the customer to disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. If the realizable value of the collateral exceeds our claims by more than 10%, we will, at the customer’s request, release collateral of our choice.

The customer must handle the goods subject to retention of title with due care. At our request, the customer must, at his own expense, insure the goods subject to retention of title against fire, water damage, and theft at replacement value. If maintenance and inspection work becomes necessary, the customer must carry it out in a timely manner at his own expense.

If the validity of this retention of title depends on its registration—for example, in public registries in the customer’s country—we are entitled and authorized by the customer to effect such registration at the customer’s expense. The customer is obligated to provide, free of charge, all cooperation necessary for this registration.

The customer shall support us and our employees to a reasonable and customary extent. If we are required to perform project-related work or services through our employees at the customer’s premises, such support may, at our request, include the provision of workspaces and workstations equipped with a computer and telephone, the costs of which shall be borne by the customer.

The customer must provide us with the materials, information, and data we need to perform our services. Data and data storage media must be technically sound. If any special legal or operational safety regulations apply at the customer’s facility, the customer must inform us of these prior to our performance of the service.

The customer may not issue instructions to our employees regarding the specific manner in which services are to be provided, unless such instructions are necessary in connection with safety requirements and operating procedures at the customer’s facility. Instructions regarding specific matters pertaining to the work or services to be provided by us must be given not to the employees we have assigned to the task, but to the points of contact we have designated for the project. We always make our own independent decisions regarding the necessary measures within the scope of our performance obligations.

The customer’s claims arising from defects in the services or deliveries to be provided by us—in particular claims for subsequent performance, reduction in price, rescission of the contract, and damages—as well as any other claims for damages by the customer, shall be governed by the provisions of law, subject to the exceptions set forth in this section.

The customer’s claims for subsequent performance due to defects in the services or deliveries to be provided by us are governed by the following provisions: a) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). The right to refuse the chosen method of subsequent performance under the statutory conditions remains unaffected. b) We are entitled to make the required remedial performance contingent upon the customer’s payment of the purchase price due. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect. c) The customer must provide us with the time and opportunity necessary to perform the required remedial action, in particular by handing over the goods that are the subject of the complaint for inspection. In the event of a replacement delivery, the customer must return the defective item to us in accordance with statutory provisions. d) We will bear the expenses necessary for inspection and rectification, in particular transportation, travel, and material costs, if a defect is in fact present. The customer shall bear the costs of rectification or subsequent performance incurred because the goods were moved, after delivery, to a location other than the customer’s place of residence or business establishment. If a request by the customer to remedy a defect proves to be unjustified, we may require the customer to reimburse us for the costs incurred as a result.

The customer’s claims for defects—in particular, claims for subsequent performance, rescission of the contract, reduction in price, and damages—are contingent upon the customer having fulfilled its statutory obligations to inspect the goods and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). If a defect is discovered during the inspection or at a later date, we must be notified of this in writing without delay. A notice is considered to have been given promptly if it is submitted within 2 weeks of the discovery of the defect; to meet this deadline, it is sufficient to send the notice in a timely manner. Irrespective of this obligation to inspect and give notice of defects, the customer must report obvious defects (including incorrect or short deliveries) in writing within 2 weeks of delivery; here, too, timely dispatch of the notice is sufficient to meet the deadline. If the customer fails to conduct a proper inspection and/or report defects, our liability for the unreported defect is excluded. This does not apply if we have fraudulently concealed the defect.

The customer may claim damages only a) for damages resulting from injury to life, body, or health that are attributable to an intentional or negligent breach of duty on our part or an intentional or negligent breach of duty by a legal representative or agent acting on our behalf; b) for damages resulting from an intentional or grossly negligent breach of duty on our part, or from an intentional or grossly negligent breach of duty by one of our legal representatives, an executive officer, or an agent; c) for damages resulting from an intentional or negligent breach of essential contractual obligations (cardinal obligations) by us, a legal representative of ours, an employee, or a vicarious agent. Essential contractual obligations (cardinal obligations) are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies; d) ffor damages that fall within the scope of a characteristic expressly warranted by us or a guarantee of quality or durability. In the event of a breach of a material contractual obligation due to simple negligence, our liability is limited to the amount of damage that would typically be expected and that we could have foreseen at the time the contract was concluded had we exercised due care. This does not apply to damages resulting from injury to life, limb, or health. The customer’s claims for damages in the event of a breach of a material contractual obligation due to simple negligence are subject to a statute of limitations of one year from the statutory commencement of the limitation period. This does not apply to damages resulting from injury to life, limb, or health. Claims for damages against us arising from mandatory statutory liability—for example, under the Product Liability Act—remain unaffected by the foregoing provisions and shall be valid to the extent permitted by law within the statutory time limits.

The customer’s rights under Sections 478 and 489 of the German Civil Code (BGB) in the event that the customer or its subsequent buyers in a supply chain are held liable by a consumer remain unaffected by the provisions of this Section 9.

If third parties are engaged or involved in the initiation or fulfillment of the contractual relationship between the customer and us, the warranty and liability limitations set forth above shall also apply in favor of such third parties.

The Customer and we (the Parties) agree to keep confidential, for the duration of the contract, all information made available to them in connection with the contract that is designated as confidential or that is recognizable as a trade or business secret due to other circumstances, and to - unless expressly authorized in writing in advance or necessary to achieve the purpose of the contract, such information shall not be recorded, disclosed to third parties, or used in any way. The confidentiality obligation shall remain in effect for an additional 5 years after the order has been fully fulfilled or terminated.

Excluded from this are those pieces of information a) that were already known to a party prior to the start of contract negotiations or that are disclosed by third parties as non-confidential, provided that such third parties do not themselves breach any confidentiality obligations; b) which the parties have each developed independently of one another; c) which are or become publicly known through no fault or action of the parties; d) that must be disclosed due to legal obligations or by order of a government agency or court. In the latter case, the disclosing party must provide notice of the disclosure without delay. Any further legal obligations regarding confidentiality remain unaffected.

The place of performance and exclusive venue for all disputes arising between the parties from the contractual relationship shall be Knittlingen, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law, or if the customer does not have a general venue in the Federal Republic of Germany or has transferred its venue abroad. As an exception to this, we are also entitled to bring a claim against the customer at the customer’s general place of jurisdiction. A “merchant” is any entrepreneur who is registered in the commercial register or who operates a commercial business and requires a business operation organized in a commercial manner. The customer’s general place of jurisdiction is abroad if the customer has its principal place of business abroad.

The customer is aware that data arising from business transactions, including personal data, must be stored, processed as necessary for business purposes, and disclosed to third parties. The customer consents to this collection and processing of data.

The language of the contract is German. If the parties use another language in addition to German, the German text shall take precedence in accordance with the agreement.

If any provision in these General Terms and Conditions of Delivery and Payment or any provision under other agreements is or becomes invalid, this shall not affect the validity of all other provisions or agreements.

German law applies to contractual and other legal relationships with our customers, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.