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Terms & conditions
General terms of payment and deliveries
§ 1 Scope of responsibilities
(1) All deliveries, services, and offers of the seller take place only in accordance with general terms of deliveries. These terms are an integral part of all contracts signed by the seller with his distributors (hereinafter also referred to as "orderers") with respect to offered shipments and services. They are also valid for future shipments, services, or offers in relation to the orderer, even when this is not specifically described.
(2) The terms of the orderer's cooperation or cooperation of third parties are not applicable, even when the seller breaks these rules in certain cases. Even in the case where the seller refers to a certain document containing the principles of cooperation of the orderer or a third part or indicates these principles of cooperation, this does not signify consent to cooperation under such terms.
§ 2 Offer and signing of the contract
(1) All of the seller's offers are invalid and non-binding if they have not unequivocally been designated as binding or contain certain deadlines for receipt. The seller is able to accept orders by a deadline of fourteen days from their issue.
(2) The only legally binding document is the purchase-sale agreement signed in written form between the seller and the orderer or written confirmation of acceptance of the order, including these general terms of deliveries. The contract contains all arrangements made the parties to it concerning the object of the contract. Oral arrangements of the seller before the signing of this contract are not legally binding, and the oral arrangements of the parties are replaced by the written version of the contract if it does not unequivocally arise from them that they are also binding in the future.
(3) An order for additional services as well as orders for quantities and dimensions that are not part of our catalogue require a written form. The advance payment that was agreed upon should be paid. When accepting an order for a large quantity of non-standard items, we have the right to make a shipment of a quantity of items reduced or increased by the appropriate amount (±10% as a rule). Shipped packages are included in the price of purchase as a rule.
(4) Supplementations and changes of signed contracts, including these general terms of deliveries require a written form to be valid. With the exception of presidents and authorized agents, the employees of the seller are not authorized to make oral arrangements other than those specified herein. Writing sent by means of telecommunications is valid as a written form, meaning fax or e-mail above all, if such writing contains a copy of the signed contract.
(5) The information given by the seller on the subject of the object of a shipment or service (e.g. weight, dimension, functional data, strength, tolerances and technical data) as well as our description of this (e.g. drawings and photographs) are only approximate if their application is not required for the specific application according to the contract. They do not signify guaranteed features but are only a description or designation of a shipment or service. Customary deviations and deviations related to legal guidelines or indicating technical corrections as well as replacement of construction elements with equivalent elements are acceptable if they do not have an impact on their application for the intended purpose.
(6) The seller retains right of ownership or copyrights to all quotations and cost calculations sent by him as well as to drawings, photographs, calculations, prospectuses, catalogues, models, tools, and other data as well as supporting data used by the orderer. The orderer may not makes these items available to third parties, disseminate them, use them himself or with the help of third parties, or duplicate them without the seller's unequivocal consent. The orderer is obligated to return these items in full at the seller's request and to destroy any compies that were potentially made if, according to the contract, they no longer serve a purpose or in the situation where negotiations do not lead to signing of the contract.
§ 3 Prices and payment
(1) Prices are applicable to the scope of services and deliveries described in confirmations of order reception. Additional or non-standard services are calculated separately. The prices are in the EUR currency for EXW + packaging, VAT tax, and in export shipments, also customs as well as fees and other public fees.
(2) If determined prices are based on the seller's price lists and the shipment is to take place after more than four months have passed, the seller's price lists that are valid during delivery are binding (reduced by the agreed upon percentage or fixed discount).
(3) As a rule, shipments take place with cash on delivery or after advance payment. Invoiced shipments with a payment deadline are to be precisely agreed upon. The terms contained in the confirmation of order reception are binding. The binding date of payment is the date on which funds appear in the seller's account. Checks are considered a completed payment only after they are cashed. If the orderer does not make payment by the binding deadline, interest in the amount of 5% will be charged on amount remaining to be paid ; this does not affect the possibility that higher interest and further compensation will be demanded in the event of delay.
(4) Deducting the orderer's claims from payments or leaving amounts unpaid due to such claims is unacceptable if the demands of the counterparty have been deemed legally incontrovertible.
(5) The seller has the right to demand an advance payment or bank guarantee for future shipments and services if, after the contract is signed, facts come to light that significantly reduce the orderer's credit rating and threaten the orderer's future payments to the seller (including individual payments within the framework of a single contract).
(6) In the event described in paragraph (5), we are entitled to the right to send missing shipments only after advance payment or a bank guarantee is made or to withdraw from the contract after the expiration of a specific deadline or to demand compensation for failure to perform obligations. Besides this, we may prohibit the use of delivered goods, demand their return or transfer of movables at the orderer's expense, or rescind the direct withdrawal. It is not possible to take advantage of the percentage discount if the orderer is in arrears with payments for earlier services. The right to refuse performance of the order on the side of the orderer is ruled out in commercial dealings with traders. The orderer is not entitled to the right to keep goods. This is not possible in commercial turnover with persons who are not traders if return accusations pertain to the same contract. Addition of charges by the orderer is not possible if his return claims have been unequivocally and incontrovertibly been deemed in accordance with the law. We are not obliged to accept promissory notes.
§ 4 Delivery and time of delivery
(1) Deliveries take place by EXW. The minimum order value for delivery is 50 EUR in Germany (net, not including VAT) and 250 outside of the borders of Germany. For small deliveries below the minimum amount, we charge a handling fee in the amount of 10 EUR (not including VAT) besides costs of packaging and shipping. Deliveries outside of the borders of Germany below the minimum shipment value are not performed.
(2) The deadlines introduced by the seller and the deadlines for shipments and services are always approximate in their meaning, however they do not always precisely specify all details of performance. If shipments have been agreed upon, shipment deadlines pertain to the deadline of transfer of goods to the forwarder, carrier or third parties responsible for transport of goods.
(3) Agreed upon deadlines for delivery are extended – not in relation to rights arising from the orderer's delays – by a period equal to the period of the orderer's arrears in performing obligations. Naturally, this pertains to situations where the shipment deadline is agreed upon.
(4) The seller will not be held liable for a lack of possibility of deliver or for delays in delivery if they are caused by forces majeures, by random events that could not have been foreseen at the time at which the contract was signed (e.g. plant failures in the general meaning of the word, difficulties in deliveries of materials and power, delays in deliveries, strikes, legal disqualifications, lack of employees, power and raw materials, difficulties in obtaining indispensable official permits, official procedures or difficulties or a lack of deliveries of subsuppliers or deliveries from subsuppliers that are non-compliant or delayed) over which the seller has no control. If such events significantly obstruct or disable delivery or the performance of a service by the seller and the lack of deliveries is not temporary, the seller has the right to withdraw from the contract. Claiming damages is ruled out.
(5) During transitional difficulties that are not the fault of the seller, deadlines of deliveries and deadlines for performance of services are extended by the duration of difficulties and additionally by the appropriate production start-up period. If reception of deliveries or services by the orderer is not possible due to delays, the orderer may withdraw from the contract by making a written declaration. Claiming damages is ruled out.
(6) In the event where it is impossible to complete the delivery or perform services for reasons for which the seller is not responsible, the orderer is entitled to the right to claim compensation, and this applies to a situation where a trader is a party to the contract. For the buyer, the right to claim compensation is limited to 10% of this part of the shipment or service that cannot be completed due to difficulties at the plant. Any of the orderer's claims for compensation exceeding 10% of the value of the part of the order, as specified above, are ruled out. This does not apply to the case where there is suspicion of gross negligence. The right of the orderer to withdraw from the contract remains intact and limited to the part of the shipment or service that cannot be completed.
(7) The seller is entitled to the right to make a partial shipment in the following cases:
• the partial shipment to the order has applications for the intended purpose,
• the shipment of the remaining ordered goods is guaranteed and
• no additional costs or actions arise from this fact on the side of the orderer (unless the seller declares that he will cover such additional costs).
(8) If we ourselves are delayed, the orderer must appoint an acceptable additional deadline for us. After the expiration of this additional deadline, the orderer may withdraw from completion if goods have not been reported to him as ready for shipment by this deadline. Claims for compensation arising from failure to meet delivery deadlines are ruled out. Ruling out of claims is not applicable if, during business contacts with traders, one of our lead employees in a management position has made a gross error in contacts with non-traders, which caused the delay.
§ 5 Place of performance, shipment, packaging, transfer of risk, reception
(1) The place of performance for all obligations arising from the contract is the seller's location.
(2) The method of shipment and type of packaging are at the seller's discretion.
(3) Risk is transferred to the orderer, at the latest, at the time at which goods are handed over to the forwarder (where the loading time is a significant point), carrier, or other third party hired for this purpose. This is also the case for partial shipments or when the seller has taken on other services (e.g. delivery or installation). When shipment or transfer of goods is delayed as a result of an incident that is the fault of the orderer, liability is transferred to the orderer on the day on which the object of delivery is ready for shipment and the seller has informed the orderer of this fact.
(4) The costs of storage and risk transfer are covered by the orderer. During storage by the seller, storage costs amount to [0.25]% of the amount of the invoice for stored objects for every week that passes. Stating and listing of greater or lesser storage costs is within the seller's rights.
(5) If the orderer has not prohibited this, all shipments are insured against risk during transport by us. The seller insures goods against theft, destruction, fire and water damage or other events only at the request and expense of the orderer.
(6) When reception is to take place, the object of the contract is recognized as having been received in the following cases:
• the shipment and installation, if installation was also agreed upon, have been completed
• the seller has notified the orderer of the necessity of reception according to § 5 (6) and instructed him to receive the object of the contract
• delivery has taken place more than seven workdays ago or when the orderer is using the object of purchase (e.g. Start-up of the machine at the plant) and in the event when six workdays have passed from the time of shipment to the time of completion of installation or
• the orderer has neglected to receive the shipment during this period for a reason other than the shortcomings indicated to the seller that make it impossible to use the object of delivery
§ 6 Guarantee, defects
(1) In contractual relations with non-traders (end user), the seller provides a guarantee on his products for a period of two years from the time of delivery. In contractual relations with traders (between enterprises), we provide a guarantee that our products will be failure-free for a period of one year. We provide a guarantee on our milling spindles that they will be failure-free for 6 months. This 6-month guarantee period is also applicable to milling spindles that are an integral part of a system of machines.
(2) The delivered objects must be inspected thoroughly immediately after delivery to the orderer or to third parties indicated by the orderer. The orderer must file claims in writing within seven days upon receiving the goods at their destination. Claims pertain to visible defects or other defects that are detected immediately after inspections. If not detected, such defects are considered to have been accepted if a claim is not filed to the seller within seven days from shipment. In relation to other defects, shipped objects will be considered to have been accepted if a claim is not sent to the seller within seven workdays from the time at which the defect is detected; if the defect was detected by the orderer over the course of normal use at an earlier time, this time is considered to be the time from which expiration of the deadline for filing claims is counted. Claims will only be taken into consideration when goods are in the same condition as during delivery. This concerns contractual relations with non-traders only when this pertains to visible defects.
(3) The seller may decide to perform a substitute shipment, repairs, or to reduce the value of goods by the specified acceptable time. If repairs or substitute shipment are not successful, non-traders then have the right to make a decision concerning reduction of value or voiding of the contract. Further demands concerning damages caused by the defect at the orderer's facility are ruled out if they are not caused by an error of one of the machine's guaranteed properties.
(4) The orderer shall give the seller the time necessary to perform repairs accordingly to the incident. If the orderer does not provide the necessary time for the seller, the seller is released from the obligation to perform repairs. Return shipment of the goods subject to the claim may only take place with out consent. Shipping costs are presented by the orderer. In the case of a justified claim, the seller covers the costs of the least expensive shipment; this does not pertain to a situation where costs are increased because the object of shipment is found at a location other than the location of delivery.
(5) If the orderer orders inspection of delivered goods and the inspection reveals a defect for which the seller is responsible, we charge a handling fee for every inspected machine if no defect is found. Our liability is limited to the intent of gross negligence, regardless of legal grounds. We give advice on technical application in accordance with our knowledge. All data and information on the subject of the purpose of our products are not binding, however, and do not release the orderer from conducting his own inspections and tests. The orderer is responsible for adhering to legal and official regulations during use of goods. We may only be held liable for the purpose of goods for the performance of specific tasks in the case of an unequivocal written assurance from our side. Return shipments are to be performed in the original packaging or full-value replacement packaging meeting the necessary requirements.
(6) In the case of defects of the parts of other manufacturers that the seller cannot remove due to licensing or factual reasons, after making a decision, the seller will file a claim to the manufacturer and supplier with indication of the orderer's account or will transfer rights to make claims to the orderer. Guarantee claims against the seller in the case of defects of this type, if general terms of cooperation are upheld, are only applicable when a claim toward the supplier or manufacturer has not been recognized or when it cannot be recognized e.g. due to bankruptcy proceedings of the manufacturer. Throughout the duration of the legal dispute, expiration of the orderer's rights to make claims against the seller are suspended.
(7) The right to make claims expires when the orderer changes the object of delivery or orders its modification from third parties without the seller's consent, making removal of defects impossible or very difficult. In such a case, the orderer covers the additional costs arising from modification of the machine.
(8) In individual cases, the delivery of used objects, agreed upon with the orderer, takes place with the exclusion of any guarantee on defects.
§ 7 Legal protection
(1) The seller is always responsible, in accordance with § 7, for releasing the object of delivery from copyrights or property rights of third parties. Each party to the contract shall inform the counterparty to the contract immediately if it is accused of violating such rights.
(2) In such an event where the object of delivery violates commercial property rights or copyrights of a third party, the seller, after making a decision, shall change or replace the object of delivery at his own expense in such a way that the rights of third parties are not violated. However, the object of the contract must continue to perform its intended functions. If this is impossible, the seller shall provide the orderer with the rights to use the object by signing a license agreement. If the seller is not successful in doing so within a reasonable time, the orderer has the right to withdraw from the contract or demand reduction of the price of purchase. Potential demands of the orderer for damages are subject to the restrictions specified in § 8 of the general terms of deliveries.
(3) In the event where the law is broken by products of other manufacturers delivered by the seller, the seller, after making a decision, shall raise a claim against manufacturers and subsuppliers with indication of the orderer's account or will transfer such rights to the orderer. In such a case, claims against the seller only apply according to § 7 when claims against manufacturers and subsuppliers have been rejected or are not possible e.g. due to bankruptcy proceedings.
§ 8 Liability arising from compensation demanded due to a fault
(1) The seller's liability arising from a demand for compensation, regardless of the legal grounds, above all, due to the impossibility, delay, incompleteness, or impropriety of the delivery, breach of the contract, breach of obligations in contractual actions and improper behavior, is limited, in the case of only one fault, to the principles of § 8.
(2) The seller is only held liable in the event of a gross, premeditated breach by his organizational units, legal representatives, employees or other assistants and only in the event of a breach of obligations concerning the contract. The following are significant to the contract: the obligation of punctual shipment and installation of the object of delivery, free from defects and faults that would have a significant impact on its use, as well as consulting, the obligation of protection and diligence that will ensure application and use of the object of delivery by the orderer or serve to ensure protection against bodily injury or loss of life of the orderer's personnel or serve to protect property against significant losses. Liability is ruled out for obligations outside of the contract unless otherwise specified in par. (5).
(3) In the case where the seller is liable for damages in accordance with § 8 (2), this liability is solely limited to damages that the seller has foreseen after the completion of the contract as possible consequences of breach of contract or such that should be detected in the case of proper use. Indirect damages or consequential damages that are the result of defects of the object of the contract are ruled out.
(4) When the seller provides technical consultation or conducts consulting activities and this information is not included in the package of services specified in the contract, this information is free and released from any liability.
(5) The restrictions of this § 8 also pertain to the seller's liability arising from purposeful behavior, guaranteed features of the machine, bodily injury or loss of life or health, or from legal defects of the product. In the case of liability for simple failures to perform obligations, the seller's obligation to perform obligations in the case of damage to property and property losses related to this is limited, in every instance, to a single claim for damages in the amount equal to the amount that an insurance agency would pay out as a result of civil liability insurance, even when obligations being the object of the contract are breached.
§ 9 Reservation of property
(1) The reservation of property agreed upon below has the purpose of protecting all current and future demands of the seller against the orderer under the agreement between the parties of the contract, including demands pertaining to the balance of the current account of this contract.
(2) The goods delivered by the seller to the orderer remain the property of the seller until such time as all demands are paid in full. The goods as well as substitute goods classified as a reserved goods according to the following principles are hereinafter referred to as reserved goods.
(3) The orderer stores the reserved goods for the seller free of charge.
(4) The orderer is authorized to process and sell the reserved goods (par. 9) until such time as the reservation period expires. Enforcement seizures and takeovers of goods are unacceptable.
(5) If the reserved goods are processed by the orderer, it is agreed that such processing shall take place in the name of and to the account of the seller as the manufacturer, and the property or – if the processing occurs with materials of multiple owners or when the value of the processed object is greater than the value of the reserved goods - share (percentage share) in the new creation according to the value of the reserved goods shall be purchased immediately by the seller. In the event where such purchase of property did not take place on the side of the seller, the orderer is now already transferring his future property – according to the aforementioned proportions – co-ownership of the new creation to the seller for certainty. As of the time of combination of the reserved goods with the new creation or at the time of final combination, one of the parts of such a creation is perceived as the main part. If the main part belongs to the seller, the seller transfers co-ownership of the joint creation to the orderer according to the aforementioned Division.
(6) In the case of resale of the reserved goods, the orderer, for certainty, is now already transferring his financial right to the buyer – in the case of co-ownership with the seller of the reserved goods, with a percentage division according to shares - to the seller. The same pertains to other receivables that enter into the place of the reserved goods or are created in relation to them, such as e.g. insurance receivables or receivables for prohibited actions in the case of loss or destruction. The seller authorizes the buyer, revocably, to collect, in his name, receivables transferred to the seller. The seller may revoke this authorization only in the event of liquidation.
(7) If third parties have access to the reserved goods, then the enforcement officer or orderer immediately inform third parties of the seller's co-ownership and inform the seller of this fact to enable him to pursue his own property rights. If the third party is not able to return to the seller the court and extrajudicial costs related to thism the orderer is responsible for refunding the seller's costs.
(8) The seller shall make available the reserved goods as well as the creations made in its place or receivables, if their value exceeds certain receivables by more than 50%. The selection of objects free for returning lies on the side of the seller.
(9) If the seller withdraws from the contract due to prohibited actions of the buyer – above all delays in payments, the seller is entitled to the right to demand return of the reserved goods.
§ 10 Repairs
If, before repairs are performed, a cost estimate of the service is desired, this must be unequivocally expressed. The costs of the shipment and packaging are covered by the orderer. The amount of the invoice for repairs is subject to immediate payment without any reductions. Repairs, including within the framework of guarantee repairs, take place at our facility as a rule – if not otherwise specified in writing.
§ 11 Returns
Returns of delivered non-defective or sealed goods are only possible after the appropriate costs are agreed upon and charged. By opening the sealed good/packaging you commit to purchase it.
Non-standard orders as well as software cannot be returned! A shipping list or copy of the invoice needsreturn to be attached to all shipments and returns. The costs of the return shipment are covered by the orderer or DDP.
§ 12 Assembly
Assembly work is a paid service unless otherwise specified.
The costs of assembly include, above all, travel costs, daily food and accommodation, as well as standard fees for worktime as well as additional fees for overtime, work at night, work on Sundays and holidays, work under heavy conditions, as well as planning and inspection. Costs for preparation, travel, waiting times, and travel times are invoiced separately. If start-up is delayed due to our fault, the customer covers costs for the waiting time and further travel that is necessary.
The customer, at his own expense, makes available the required assisting personnel, equipped with the appropriate tools in the appropriate quantity. In addition, the customer provides storage of machine parts, equipment, materials, tools, etc. in a sufficiently large, dry, and closed room. The customer shall ensure the same protection for personnel and equipment as he would for his own assets. If the customer's facility requires the appropriate protective clothing or equipment for assembly personnel, the customer shall naturally make the required equipment and gear available.
Our assembly personnel and their assistants are not authorized to perform works that do not fall within the responsibility of performing obligations arising from delivery and setup or assembly of the object of delivery. They are also not authorized to order work from third parties without the consent of the customer or our consent. We are not liable for works that do not fall within the scope of our responsibilities. If assembly is performed by the customer or third parties appointed by him, applicable company and assembly regulations must always be followed.
§ 13 Final stipulations
(1) If the orderer is a trader, jurist of public law or does not have a relevant court in Germany, the court with jurisdiction to settle disputes between the seller and orderer is the court for the seller's location (Fulda) or for the orderer's locations. For complaints of the seller against the orderer, the only relevant court is Fulda. Necessary legal regulations concerning courts with jurisdiction do not apply to these arrangements.
(2) Relations between the seller and orderer are subject only to German law. The United Nations Convention on Contracts for the International Sale of Goods dated April 11th, 1980 is not applicable.
(3) If the contract or general arrangements of deliveries contain gaps in regulation, regulations that the parties to the contract would have chosen according to the purposes of the contract or purposes of the general terms of delivery if they had knowledge of the gaps in regulation are accepted.
(4) In the case of export of our goods by our recipients to areas outside of the Federal Republic of Germany, we are not liable in any way if our goods violate the property rights of third parties. The orderer is obligated to pay damages caused by the export of goods not unequivocally intended for export by us.
(5) Changes and additions to the general terms are only binding in written form. Abolition of the written form clause also requires a written form.
The orderer accepts that the seller records data from the contract according to § 28 of the Protective Law of the Federal Republic of Germany for administrative purposes and reserves the right to transfer data to third parties if this is required for performance of the contract (e.g. insurance agencies).
End of form
Date: February 2020