Conditions of Delivery and Payment
1. General provisions
The Terms and Conditions of Delivery and Payment set out below apply exclusively to contracts entered into with our customers. Divergent agreements shall only be valid insofar as expressly confirmed by us. Insofar as the customer may have put contrary terms of engagement into place, the customer waives any such contrary terms of engagement by accepting delivery. Confirmations made by customers which contain divergent conditions are hereby excluded.
We do not conclude contracts with consumers/private persons.
2. Scope of delivery
In the event of conclusion of a contract, the seller shall be required to deliver goods as described in the respective offer (such as in the catalogue or on the website). All information and depictions included in printed materials regarding characteristics which do not relate to the technical suitability or to the dimensions of a machine are presented for illustrative purposes only. This information and these depictions do not constitute an assurance of characteristics such as colouring, arrangement of control elements and so forth. Deviations which do not influence the intended functionality of machines do not amount to a defect.
3. Conclusion of contract and confirmation of order
Our online offers represent a non-binding invitation for the customer to order goods or services. In placing an order on our website, the customer submits a binding offer for the conclusion of a contract. Confirmation of receipt of order takes place directly after transmission of the order. This does not yet constitute contractual acceptance. We may declare acceptance within a period of five days.
The statutory stipulations apply in respect of contracts that are concluded via a means other than online sale.
The prices applicable are those which are stated in our current price list or cited on our website at the time when the order is made. Unless an agreement to the contrary has expressly been made, prices quoted are ex works and do not include packaging, value added tax and dispatch.
We shall be entitled to annual penalty interest in the amount of five percentage points above the base rate of the European Central Bank in the event that a customer is in default of payment. In the event that we assert a higher claim for damages caused by a delay in payment, the ordering party shall be afforded the opportunity to prove that the damages caused by a delay in payment did not occur or else occurred at a materially lower level.
5. Dispatch and transfer of risk
We will provide you with notification of delivery times when the contract is concluded. Commencement of the lead time stated by us is contingent on timely and proper fulfilment of obligations on the part of the customer, in particular with regard to correct stating of the delivery address within the scope of the order.
In the event that the seller is not in a position to deliver goods ordered through no fault of its own because the seller’s supplier has failed to meet contractual obligations, the customer will be notified without delay that the goods ordered are not available. In such a circumstance, both the seller and the customer shall be entitled to withdraw from the contract, and any considerations paid by the contractual partners will be immediately reimbursed. The above shall be without prejudice to the statutory rights of the customer.
Risk of impairment or destruction of goods is transferred to the customer at the time when the object of delivery is passed on to the transport company. The same shall apply in the case of transport by the seller’s own staff insofar as destruction or impairment of the goods is accidental, insofar as no subsequent installation of the object of purchase is carried out and insofar as destruction or impairment of the goods is not the result of a culpable act by the seller’s own staff. In the case of carriage paid delivery, risk of impairment or destruction of goods is also transferred to the customer at the time when the object of delivery is passed on to the transport company. We accept no guarantee that the cheapest freight method will be provided.
In the event of a delay in handover or dispatch of goods for reasons which are the fault of the customer, transfer of risk shall take place on the day on which the customer is notified that the object of delivery is ready for dispatch.
6. Default of acceptance
In the event that the customer is in default of acceptance or in culpable breach of other duties to cooperate, we shall be entitled to require compensation for damages suffered as well as in respect of any additional expenses which may have been incurred. This is without prejudice to the right to assert further claims. The above does not apply if the customer exercises a right of withdrawal, if the customer was not responsible for the circumstance which has led to impossibility of delivery or if the customer has been prevented from acceptance of the performance offered unless the seller has provided appropriate prior notification of execution of performance.
The sale price shall be subject to interest during the period of default of acceptance. The amount of such penalty interest chargeable shall be five percentage points above base rate per annum. In the case of legal transactions between entrepreneurs, the interest rate will be nine percentage points above base rate.
The customer shall retain the right to prove that damages did not occur in the amount claimed or else at least occurred at a materially lower level. The risk of accidental destruction of or accidental impairment to the goods shall be transferred to the ordering party as soon as the ordering party is in default of acceptance or in default of payment.
Payments must be made in accordance with the terms and conditions set out in the order forms or on the invoices. Debtors shall be deemed to be in default of payment 30 days after the due date of the invoice without any requirement for a reminder. Penalty interest in the statutory amount will be charged in the case of overdue payments. Banker’s drafts, cheques or bills of exchange are only accepted by separate agreement. Such acceptance shall be subject to the usual reservations and does not constitute fulfilment of the payment obligation. Exchange fees and interest incurred will be charged to the customer.
8. Compensation claims
The seller shall be liable to an unlimited extent and regardless of the legal basis for such liability in the event of intent or gross negligence, in the event of an intentional or negligent act resulting in injury to life, limb or health, in respect of a guarantee commitment given insofar as such a commitment is not governed by other provisions and on the basis of statutory liability such as pursuant to the German Product Liability Act.
In the event that the seller acts negligently in breaching a material contractual obligation, liability shall be limited to foreseeable damages typical to the type of contract insofar as the seller is not liable to an unlimited extent pursuant to the paragraph above. Material contractual duties are defined as such duties which the content of the agreement imposes upon the seller for the purpose of achievement of the contractual purpose, duties which are required to be fulfilled for the proper execution of the contract and duties which the customer may ordinarily rely upon to be so fulfilled.
Liability of the seller is otherwise excluded.
The above liability provisions also apply with respect to liability of the seller for the seller’s vicarious agents and legal representatives.
The customer shall indemnify the seller against any claims asserted by third parties against the seller on the basis of unlawful acts or breaches of contract committed by the customer. Said indemnification shall include the costs of a legal defence in the respective statutory amount.
9. Retention of title
Goods supplied (goods subject to retention of title) shall remain our property until such time as all present and future claims due to us from the customer have been settled. This further includes any current account balance claims which may be outstanding. If the customer acts in a manner which is in breach of contract, in particular to the extent that the customer is in default of payment of a remuneration claim, we shall have the right to withdraw from the contract after having set an appropriate deadline for subsequent performance. A circumstance in which we take back goods subject to retention of title shall in itself constitute withdrawal from the contract. Transport costs incurred in connection with such a taking back of goods shall be borne by the customer. A circumstance in which we seize goods subject to retention of title shall also represent withdrawal from the contract. We shall be entitled to sell goods subject to retention of title which we have taken back. The proceeds of such a sale will be set off against the sums owing to us by the customer once we have subtracted an appropriate amount for the costs of sale.
The customer is required to treat goods subject to retention of title with due care. The customer shall insure goods subject to retention of title to their full replacement value against fire, water damage and theft and shall bear the costs of such insurance. Insofar as maintenance and inspection works become necessary, the customer is required to bear the costs of conducting such maintenance and inspection works in a timely manner.
The customer must notify us in writing without delay in the event of seizures of goods subject to retention of title or in the case of other such interventions by third parties in order to enable us to assert our ownership rights. Insofar as a third party acting in this way is unable to reimburse us for any court or out-of-court costs incurred, the customer shall be liable for such costs.
At the request of the customer, we shall commit to release collateral due to us to the extent that the realisable value of such collateral exceeds the claims to be secured against the customer by more than ten percent. We are entitled to select the collateral to be released.
10. Warranty for defects
The statutory provisions relating to liability for defects shall apply in circumstances where the object of purchase is defective. Notwithstanding this, the following exclusions apply. Minor defects shall not give rise to claims for defects. The seller shall have choice of the type of subsequent performance. The limitation period for defects shall be one year following transfer of risk. In the case of used goods, rights and claims in respect of defects are fundamentally excluded. The period of limitation does not recommence if a replacement delivery is made within the scope of liability for defects.
The exemptions from liability and reductions in limitation periods set out above do not apply to damage to life, limb or health caused by an intentional or negligent breach of duty on the part of the seller or on the part of a legal representative or vicarious agent of the seller. They are also not applicable in the event of other damages which are incurred as a result of an intentional or grossly negligent breach of duty on the part of the seller or on the part of a legal representative or vicarious agent of the user and further do not apply in circumstances where the seller has wilfully concealed a defect. The above is without prejudice to the statutory limitation periods for recourse claims by entrepreneurs pursuant to § 478 German Civil Code (BGB). Insofar as the customer is a Registered Trader under German Law within the meaning of § 1 German Commercial Code (HGB), proper fulfilment of all obligations incumbent on the ordering party to examine goods and provide notification of defects pursuant to § 377 German Commercial Code (HGB) shall be incumbent on such a customer. Goods shall be deemed to have been approved if the customer fails to fulfil said duty to provide notification.
11. Final provisions
Place of jurisdiction in respect of all disputes arising from or in conjunction with our customers shall be Bad Homburg v. d. Höhe insofar as the customer is a Registered Trader under German law, a legal entity under German public law or a special fund under German public law or insofar as the customer does not have a Registered Office within the European Union. We may also assert a claim at courts having jurisdiction at the location of the Registered Office of the customer. This shall be without prejudice to a circumstance in which a dispute is governed by a sole place of jurisdiction.
Legal relations are governed by German law exclusively. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
12. Validity of provisions
In the event that individual provisions contained within the present General Terms and Conditions of Delivery and Payment shall be or shall become invalid in whole or in part, this shall be without prejudice to the validity of the other provisions herein contained.