Terms and Conditions of Sale and Delivery (as of November 2021)

1. Scope

These Terms and Conditions of Sale apply to entrepreneurs, natural persons and legal entities under public and private law as well as special funds under public law. Our deliveries and services are provided exclusively on the basis of the following terms and conditions. Terms and conditions of the contractual partner which are not expressly accepted by us in writing shall not be valid.

2. General provisions

1. Verbal promises and agreements of our representatives and travelers become effective only after written confirmation by us. Our silence does not justify any reliance on the conclusion of a contract.
2. The contracting parties shall immediately confirm verbal agreements in detail to each other in writing.
3. Orders only become binding with our written order confirmation.
4. The information and illustrations contained in brochures and catalogues are approximate values customary in the industry, unless they have been expressly designated by us as binding and the usability for the contractually intended purpose or a statutory provision does not require exact conformity. They are not guaranteed quality features, but descriptions or identifications of the delivery. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent improvements as well as the replacement of components with equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose.
5. Contract Types:
   Project contracts
   Project contracts end, without the need for termination, at the time the agreed project success is achieved.
   
   Long-term and call-off contracts, open-ended contracts
   Long-term and unlimited contracts as well as contracts on call can be terminated with a notice period of three months, unless otherwise agreed in an individual contract. Long-term contracts are those with a term of more than 12 months.
   
   In the case of delivery contracts on call, binding quantities are to be communicated to us by call at least 1 month before the delivery date, unless otherwise agreed in an individual contract.

3. Prices

Our prices are ex works in EURO excluding VAT, packaging, freight, postage and insurance.

4. Price adjustment

If, in the case of long-term contracts, unlimited contracts or contracts on call, according to which delivery is to take place later than three months after conclusion of the contract, an unforeseeable, significant change in the price of materials or changes in other costs influencing the price, e.g. the costs of raw materials, wages or energy costs, occurs during the term of the contract, we reserve the right to charge the prices valid at the time of delivery (§ 315 et seq. BGB) if changes in the price of materials or changes in the costs influencing the price, e.g. the costs of raw materials, have occurred between the order confirmation and delivery and the price change is reasonable and in proportion to the change in the price of the materials and the change in the other costs influencing the price.

5. Terms of payment

1. In the case of contracts with contractual partners domiciled in Germany, all invoices are due for payment within 30 days of the invoice date. Discount periods are to be agreed separately. In deviation from this, invoices relating to planning services to be provided by us are due for payment within 14 days of the invoice date. In the case of new customers, we are entitled to deliver exclusively against advance payment. A new customer is any contractual partner with whom we have not had an active business relationship for more than 12 months.
2. For contracts with contractual partners domiciled abroad, all invoices are due for payment in advance, unless otherwise agreed in an individual contract.
3. Due to defects in the delivery, the contractual partner may only retain payments to a proportionate extent taking into account the defect, and this only if the defect exists beyond doubt and has been recognised as such by us. The contractual partner has no right of retention if his claim for defects is time-barred.
4. Apart from that, the contractual partner may only offset or exercise a right of retention with counterclaims that have been legally established or are undisputed.
5. In the event that the payment deadline is exceeded, we shall be entitled to charge interest on arrears at the rate charged by the bank for current account overdrafts, but at least 9 percentage points above the respective base interest rate of the European Central Bank.
6. In the event of default in payment, we may, after giving written notice to the contracting party, suspend the performance of our obligations until all outstanding payments have been received.
7. If, after the conclusion of the contract, a significant deterioration in the financial circumstances of the contractual partner becomes apparent which jeopardises one of our claims, in particular cessation of payments or an application for the opening of insolvency proceedings against the assets of the contractual partner, we shall be entitled, in the event of an advance performance obligation on our part, to make outstanding deliveries only against the provision of appropriate security. If the contractual partner fails to provide security within a reasonable period of time set for him, we shall be entitled to - without prejudice to other rights of withdrawal - entitled to withdraw from the contract. This shall not apply if the contractual partner makes an advance payment. If, after conclusion of the contract, it becomes apparent that our claim to payment is jeopardised by the partner's lack of ability to pay, we may refuse performance and set the partner a reasonable deadline within which it must pay concurrently against delivery or provide security. In the event of refusal by the contractual partner or unsuccessful expiry of the deadline, we shall be entitled to withdraw from the contract and demand compensation.

6. assignment of claims

We are entitled, to which we are entitled claims against the contracting party to third parties for refinancing purposes.

7. Delivery, services and deadlines

1. Unless otherwise agreed in an individual contract, we deliver "ex works". Decisive for compliance with the delivery date or the delivery period is the notification by us of readiness for dispatch or collection.
2. Delivery dates and times are only binding if they are explicitly agreed as such in writing. In all other respects, delivery periods are always approximate and subject to the condition that the contractual partner performs the necessary cooperative actions in good time and that all necessary technical details have been clarified.
3. If the dispatch of goods has been agreed, delivery periods and delivery dates refer to the time of handover of the goods to the forwarding agent, carrier or other third party commissioned with the transport.
4. The delivery period shall commence with the dispatch of our order confirmation and shall be extended appropriately in cases of force majeure, pandemic and epidemic in accordance with Clause 14.
5. Partial deliveries are permissible to a reasonable extent. They will be invoiced separately.
6. Production-related excess or short deliveries are permissible within a tolerance of 10 percent of the total order quantity. The total price shall change in accordance with their scope.
7. If we are able to foresee that the goods cannot be delivered within the delivery period, we shall inform the contractual partner of this immediately and in writing, inform him of the reasons for this and, if possible, state the expected delivery date.
8. If delivery is delayed in cases of force majeure, pandemic and epidemic in accordance with Clause 14 or due to an act or omission on the part of the contractual partner, an extension of the delivery period appropriate to the circumstances shall be granted.
9. The contractual partner is only entitled to withdraw from the contract if we are responsible for the non-observance of the delivery date and a reasonable period of grace has been granted to us to no avail.

8. Shipping and transfer of risk

1. Goods notified as ready for dispatch must be taken over by the contractual partner without delay. Otherwise, we shall be entitled to dispatch them at our discretion or to store them at the expense and risk of the contractual partner.
2. In the absence of a special agreement, we shall choose the means of transport and the transport route.
3. The risk shall pass to the contractual partner when the goods are handed over to the railway, the forwarding agent or the carrier or when storage begins, but at the latest when the goods leave the factory or warehouse, even if we have assumed responsibility for delivery. If the goods are shipped to the contracting party at the latter's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the contracting party upon dispatch to the contracting party, at the latest upon leaving the factory/warehouse. This shall apply irrespective of who bears the freight costs. If the goods are notified as ready for dispatch, but are not immediately taken over by the contractual partner and stored by us as a result, the risk of accidental loss and/or accidental deterioration shall pass to the contractual partner upon notification of readiness for delivery.
4. The aforementioned transfers of risk shall also occur in the event of an agreement on freight-free shipment.

9. Retention of title

1.     We retain title to the delivered goods until all claims arising from the business relationship with the contractual partner have been settled.
2.     The contractual partner is entitled to sell these goods in the ordinary course of business as long as he fulfils his obligations from the business relationship with us in due time. However, he may neither pledge the reserved goods nor assign them as security. He is obliged to secure our rights in the credited resale of the reserved goods.
3.     In the event of breaches of duty by the contractual partner, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the goods after the unsuccessful expiry of a reasonable deadline set for the contractual partner to perform; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The contractual partner shall be obliged to surrender the goods. We shall also be entitled to withdraw from the contract if an application is made to open insolvency proceedings against the assets of the contractual partner.
4.     All claims and rights arising from the sale or any leasing permitted to the contractual partner of goods to which we are entitled to ownership rights are hereby assigned to us by the contractual partner as security. We hereby accept the assignment.
5.     Any processing of the reserved goods shall always be carried out by the contractual partner on our behalf. If the goods subject to retention of title are processed or inseparably mixed with other items 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 items at the time of processing or mixing. If our goods are combined or inseparably mixed with other movable objects to form a uniform object and if the other object is to be regarded as the main object, the contractual partner shall transfer co-ownership to us on a pro rata basis insofar as the main object belongs to him. The contractual partner shall keep the ownership or co-ownership for us. In all other respects, the same shall apply to the item created by processing or combining or mixing as to the goods subject to retention of title.
6.     The contractual partner must inform us immediately of any enforcement measures by third parties against the goods subject to retention of title, against the claims assigned to us or against other securities, handing over the documents necessary for an intervention. This also applies to impairments of any other kind.
7.     We shall release the securities to which we are entitled in accordance with the above provisions at the request of the contractual partner to the extent that the realisable value of the goods delivered under retention of title exceeds the claims to be secured by more than 20 percent.

10. Warranty

1. The quality of the goods is determined exclusively by the agreed technical delivery specifications. If we have to deliver according to drawings, specifications, samples, etc. of our contractual partner, the latter shall assume the risk of suitability for the intended purpose. Decisive for the condition of the goods in accordance with the contract is the time of the transfer of risk in accordance with Clause 8.
2. We shall not be liable for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the contractual partner or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the contractual partner or third parties without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods.
3. The warranty period is 12 months. This does not apply insofar as longer periods are prescribed by law, in particular for defects in a building and in goods which have been used for a building in accordance with their customary use and have caused its defectiveness.
4. The contractual partner must notify us in writing of obvious defects immediately after receipt of the goods at the destination, and of hidden defects immediately after discovery of the defect. With the unobjected, receipted acceptance of the goods by the contractual partner, or in the case of dispatch by the forwarding agent or the carrier, the goods are deemed to be free of defects and approved.
5. If an acceptance of the goods or an initial sample inspection has been agreed, the notification of defects which the contractual partner could have detected during careful acceptance or initial sample inspection shall be excluded.
6. We must be given the opportunity to determine the defect complained of. If the contractual partner makes unauthorised changes to the goods already complained about without our consent, he shall lose any claims for material defects.
7. In the event of a justified, timely notice of defect, we shall, at our discretion, either repair the defective goods or deliver a faultless replacement. In the event of a defective delivery, the contractual partner shall give us the opportunity to sort out the defective goods at short notice.
8. If we do not fulfil these obligations or do not fulfil them in accordance with the contract within a reasonable period of time, the contractual partner may set us a final deadline in writing within which we must fulfil our obligations. After the unsuccessful expiry of this deadline, the contractual partner may demand a reduction in the price, withdraw from the contract or carry out the necessary rectification itself or have it carried out by a third party at our expense and risk. If the rectification was successfully carried out by the contractual partner or a third party, all claims of the contractual partner are settled with reimbursement of the necessary costs incurred by him. Reimbursement of costs is excluded insofar as the expenses increase because the goods have been taken to another location after our delivery, unless this corresponds to the intended use of the goods.

11. Other claims, liability

1. Unless otherwise stated below, other and further claims of the contractual partner against us are excluded. This applies in particular to claims for damages arising from delay, from impossibility of performance, from culpable breach of secondary contractual obligations, from culpa in contrahendo and from tort. We shall therefore not be liable for damage that has not occurred to the delivered goods themselves. In particular, we shall not be liable for loss of profit or other financial losses of the contractual partner.
2. The above limitations of liability shall not apply in the event of intent or gross negligence on the part of our legal representatives or senior employees and vicarious agents, or in the event of culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, we shall be liable - except in cases of intent or gross negligence on the part of our legal representatives or executive employees and vicarious agents - only for reasonably foreseeable damage typical of the contract.
3. Furthermore, the limitation of liability shall not apply in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivered goods. It shall also not apply in the event of injury to life, limb or health and in the absence of warranted characteristics if and to the extent that the purpose of the warranty was precisely to protect the contractual partner against damage that did not occur to the delivered goods themselves.
4. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, legal representatives and vicarious agents.
5. The statutory provisions on the burden of proof shall remain unaffected.

12. Confidentiality

1. Each contracting party shall use all documents (including samples, models and data) and knowledge which it receives from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in keeping them secret. This obligation begins with the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.
2. The obligation shall not apply to documents and knowledge which are generally known or which were already known to the contracting party at the time of receipt without the contracting party being obliged to maintain secrecy, or which are subsequently transmitted by a third party entitled to pass them on, or which are developed by the receiving contracting party without making use of documents or knowledge of the other contracting party which are to be kept secret.

13. Drawings and descriptions

1. If a contracting party provides the other party with drawings or technical documents relating to the goods to be delivered or their manufacture, these drawings and/or technical documents shall remain the property of the submitting contracting party.

14. Force majeure, pandemic, epidemic

Force majeure, industrial disputes, unrest, official measures, failure of our suppliers to deliver and other unforeseeable, unavoidable and serious events shall release us from our performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when we are in default of performance. In this case, the contractual partner shall also be released from its performance obligations for the duration of the disruption and to the extent of its effect. The contracting parties are obliged to provide the necessary information without delay within the bounds of what is reasonable and to adjust their obligations to the changed circumstances in good faith.
 

15. Place of performance, jurisdiction and applicable law

1. Unless otherwise stated in the order confirmation, our registered office in Braunschweig shall be the place of performance.
2. Our registered office in Braunschweig shall be the place of jurisdiction for all legal disputes if the contractual partner is a merchant, a legal entity under public law or a special fund under public law. We are also entitled to take legal action at the registered office of the contractual partner.
3. The law of the Federal Republic of Germany shall apply exclusively to the contractual relationship.
4. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG - "Vienna Sales Convention") is excluded.