General conditions of sales and delivery

- for commercial use only -

General
1. Modifications and amendments to these General Terms and Conditions, particularly as part of any general terms and conditions of the Customer, shall only be binding if confirmed by us in writing. The supply of any goods or services or the acceptance of any payment without reservation may not be construed as an acceptance of deviating general terms and conditions.
Offers, Orders, Assignment
1. All offers are subject to confirmation. A contract shall only be deemed as being formed if it is either confirmed by us in writing or has been executed.
2. Modifications of or amendments to the contractual agreement or to these General Terms and Conditions shall only be binding if confirmed by us in writing. The same applies to any waiver or loosening of the written form requirement.
3. Any notice or statement issued by the Customer after the contract comes into effect shall only be effective in writing.
Prices
1. Prices do not include costs for e.g. packing, insurance, freight, customs duties, VAT or any other charges or costs. In case such costs, fees, duties or taxes increase after the contract comes into effect we are entitled to claim these additional costs from the Customer.
Tools, Machinery Fittings, Special Installations and Models
1. Tools, machinery fittings, special installations and models shall remain our exclusive property at all times even if we are partly or fully remunerated for them by the Customer.
Prepayment, Security, Deductions
1. Unless agreed otherwise payment of the contract price shall be effected to our designated account within 30 days after the date of invoice net and without any deduction whatsoever. The Invoice will be issued by us together with the delivery.
2. In case of reasonable doubts about the ability to pay, the financial solvency or the Customer's willingness to pay, in particular if the Customer does not fulfill his duty of payment or if his financial conditions deteriorate, we are entitled to request prepayment or payment security acceptable to us. In case of non-compliance within a reasonable period of time, we are entitled to rescission of the contract („Rücktritt“).
3. The Customer is only entitled to withhold payments or to set them off against counterclaims provided such claims are either undisputed or subject to a final and binding judgement.
Place of Performance
1. Supplies and services shall be effected ex works Alzenau/Karlstein (INCOTERMS 2000)
Shipment and Delivery
1. Unless agreed otherwise supplies will be effected at the Customers` risk. We are entitled to determine the type of dispatch, its mode and the carrier. Partial shipment is permitted. Clause no. 6 shall not be affected hereby.
Time of Delivery
1. Delays in shipment and delivery due to reasons not attributable to us, shall extend the delivery dates by such period of time during which the delivery is hindered due to such reasons. In case an agreed delivery date is not met by us, we are entitled to an extension of time of three weeks or an appropriate longer period of time, as the case may be. A statutory right to rescission of contract (“Rücktritt”) arises only in case the delay is due to reasons attributable to us.
Transport Insurance
1. We are entitled to arrange for transport insurance at the Customers` expense, such insurance covering not less than the invoice amount.
Retention of Title
1. The title to the supplies delivered to the Customer shall not pass to the Customer until he has fulfilled all obligations arising out of the contract and the supplies have been fully paid. If goods to which we retain title are processed into a new product or item by the Customer, Customer surrenders his title to the new product or item to us.
2. If goods to which title is retained by us are processed together with, mixed with or attached to goods to which title is retained by third parties, we shall acquire co-title to the resulting products in proportion of our invoice value relating to such goods to the invoice value of the goods owned by such third parties and the Customer herewith transfers and assigns all rights relating thereto to us. If the goods are combined or mixed with a principal item to which title is held by the Customer, the aforesaid, by accepting these conditions, herewith transfers and assigns his claims for remuneration relating to the new item to us.
3. The Customer shall have the right to in the normal course of business sell the goods to which we retain title. If the Customer sells the goods without receiving full payment in advance or upon delivery, the Customer shall make the passing of title to such buyer subject to full payment of the goods by such buyer. The Customer herewith transfers and assigns in advance to us any claims and rights which may arise from a resale of the goods to which we retain title. The Customer shall at our request inform such buyers of the assignment of his claims to us and supply us with all information and documents necessary to enable us to assert any of our rights under our title. The Customer is entitled to collect claims from a resale of goods to which we have retained title only as long as he duly meets his obligations hereunder.
Force Majeure
1. In the event of Force Majeure of any kind or any other impediment beyond our reasonable control, we shall be excused from our contractual obligations as long as the impediment prevails. The same applies in case of any shortage of energy or raw materials, industrial actions, official orders, and in the event that we are not or not sufficiently supplied by our sub-suppliers for the aforesaid reasons. If the impediment lasts longer than 6 months the parties will undertake to find a mutually agreeable solution to the situation. In case of fundamental changes of the circumstances prevailing at the time of formation of contract, we are entitled to rescind the contract (“Rücktritt”).
Product Descriptions and Technical Advice
1. The information regarding our products, equipment, machinery and the respective underlying processes are based on extensive research and experience. Such information provided orally and in writing by us is given in good faith and to our reasonable knowledge but without any warranty or liability. We retain the right to further develop and technically change our products in the ordinary course of product development. Information passed to the Customer shall not release him from the obligation to test the products and processes supplied by us as to their suitability for the intended purpose and use. Customer shall also check and inform himself about the possible infringement of any third party intellectual property rights.
Notification of Defects
1. We are to be notified in writing of any objections and particularly of any defects immediately but not later than ten days after receipt of the respective goods (in case of any hidden defects immediately but not later than ten days upon discovery).
Warranty
1. Unless expressly agreed otherwise in writing, we warrant that the supplies and services conform to technical rules and standards valid in Germany on the date of our offer and are free from any defects attributable to non-conformity with agreed specifications, unsuitable material or faulty manufacture. Defects are to be notified to us in writing without delay, but in no event later than 2 weeks after delivery or acceptance of the goods and services. Any rights or claims not made in writing and received by us within the time periods specified above shall be excluded.
2. Defective goods shall be repaired or replaced at our choice and expense within a reasonable period of time. In case Customer does not provide us with time required or ample opportunity to carry out the necessary repair or replacement we shall be deemed discharged from any consequences arising therefrom. In case the repair or replacement fails, Customer may require – in consideration of any statutory exceptions – either a reduction of the contract price or rescission of the contract („Rücktritt“). Further rights and remedies of Customer to reduce the contract price shall be excluded.
3. In the event that the use of the goods causes an infringement of third party intellectual property rights or copyrights, we shall at our own cost make that right available to Customer or modify the supplies in such a way reasonably acceptable to Customer so as to avoid the infringement. As far as this is either not reasonably achievable in an economical manner or in an adequate period of time, both parties are entitled to rescind the contract.
Shortfalls
1. We will deliver any shortfalls as far as such delivery is reasonable. Otherwise we shall issue a corresponding credit note.
Limitation of Liability and Limitation of Claims
1. Any claims for damages or loss by Customer based on breach of contractual, pre- or post-contractual or statutory obligations or duties are, regardless of the cause, the character and extent of any damages or loss occurred, excluded unless caused by gross negligence or willful misconduct. However, in case of a negligent breach of material contractual obligations, we are also liable for damages, provided, however, that we shall only be liable for such damage or loss that is both typical for the type of contract and reasonably foreseeable.
2. For damages outside or beyond the supplies themselves we shall – based on whatever legal grounds – only be liable in case of gross negligence or willful misconduct, in case of negligent injury to life, body and health, in case of defects fraudulently concealed the absence of which we guaranteed and in case of defects as far as there exists a liability for personal injuries and property damage (to privately used objects) under the Product Liability Act. Any warranties shall not be construed as “Guarantees” (“Garantien”) unless expressly referred to as such. Any further claims for damages are excluded.
3. Any claims by the Customer on whatsoever legal grounds must be brought within and become statute-barred after 12 months upon delivery. Any claims for damages for supplies commonly designed for use in buildings shall be subject to the limitation periods provided by applicable law in case such defects are attributable to us.
Balance of Accounts
1. Customer is obliged to audit any balance of accounts, particularly any balance confirmation and further bill of costs and statements as to their completeness and correctness. Objections against balance confirmations are to be made within a period of one month after receipt thereof. Other objections are to be made immediately. If Customer does not object in time, the omission of an objection shall be deemed as approval of the respective balance. This shall not affect any statutory rights of Customer in case of justified objections after expiry of above said period of time.
Place of Jurisdiction
1. Exclusive place of jurisdiction shall be Aschaffenburg. We are furthermore entitled to bring action at the seat of the Customer.
Applicable Law
1. The contract shall in all respects be governed by German law (without regard to the principles on conflict of laws). The UN Convention on Contracts for the International Sale of Goods shall not apply.
Validity
1. If one of the provisions of these General Terms and Conditions is invalid, in whole or in part, the validity of the remaining provisions shall not be affected.