1.1. The following conditions shall apply to our offers and deliveries; our offers are not binding, any other conditions, in particular those that modify them shall only be valid if agreed and confirmed by us in writing. Terms of purchase and other commercial conditions of the purchaser will not be binding upon us, even if we do not disagree to it. Complaints to our order confirmation must be immediately communicated, but not later than eight calendar days.
1.2. These conditions apply to all current and future business transactions, whether or not any reference is herein made to a particular case.
2.1. Unless otherwise agreed, the amount of invoice must be paid within 30 days net as of the date of invoice.
2.2. The purchaser is not entitled to withhold or set off any payments on the grounds of any counterclaims it may have.
2.3. Checks or drafts are only accepted conditionally and shall only be deemed as valid payment after being properly cashed. Any costs relating to the encashment shall be paid by the purchaser.
2.4. In the event of late payment, interest and fees are calculated according to the respective banks’ rates for short-term loans, but at an interest rate of 2.5% over the respective discount rate of the German Federal Bank. Accepted discounts shall not be granted if the purchaser is in default with payment for previous services.
2.5. We are entitled to set off any claims we may have against the purchaser and any claims the purchaser may have against us.
3. Delivery/Dates and Deadlines
3.1. The agreed delivery times shall be applicable; the period shall begin with the dispatch of the order confirmation. If any documents from the purchaser are needed for the execution of the order, the delivery period shall begin upon its receipt; the aforementioned shall apply to any licenses, clearances and agreed payments.
3.2. Partial deliveries may not be rejected by the purchaser.
3.3. The delivery deadline is extended for the period of obstruction, if this is due to the occurrence of unforeseen events, such as war, civil unrest, strikes, lockouts, act of war, natural disasters, accidents, delays in the supply of materials from our suppliers or other similar situations. We are entitled to withdraw from the contract, if the delivery is made impossible by the obstruction; the aforementioned also applies to the purchaser if the acceptance of the delay is not reasonable and if we, considering the circumstances, still cannot deliver it after a reasonable length of time.
4. Transfer of Risk and Shipping
4.1. Upon delivering the goods as ex works or upon notification of its readiness for shipment the risk shall be incumbent upon the purchaser. For lack of instructions by the purchaser, the choice of route or transportation type is carried out at our discretion, without any liability for the cheapest and fastest shipping.
4.2. We are entitled to provide partial deliveries. Goods ready for shipment must be moved immediately, otherwise we shall be entitled to store them at the expense and risk of the purchaser, at its discretion and costs to be calculated upon delivery.
4.3. Unless otherwise agreed, transportation insurance will only be arranged at the expense of the purchaser and upon explicit request. Damages to the goods in transit are to be reported to the carrier upon receipt and to us within 24 hours at the latest.
5. Warranty and Liability for Defects
5.1. The warranty period shall be of one year from the date of invoice for static parts, and six month from the date of invoice for movable parts.
5.2. Complaints concerning quality and design of the goods shall only be considered if they are made immediately upon discovery, but not later than one week after receipt by written notice. Defects that could not have been discovered during this period must be reported immediately after their discovery, at the latest 12 or six months after the date of invoice. Our technical advice, in particular with regard to recommended use, is given to the best of our knowledge, but without warranty, which we only provide it if it has been granted by us in writing. The warranty will expire in case modifications or repairs to the delivered goods are made without our expressed approval.
5.3. For defects of the goods, including the lack of assured characteristics, we shall only be liable to the following extent:
5.4. The rectification of defects is limited to the obligation to replace the defective parts without costs as far as is possible. Compensation for damages of any kind, on account of defective delivery, particularly compensation for loss of profits, consequential damages, rights to reduction, change, rescission or withdrawal are excluded.
5.5. Our liability does not apply if the purchaser without our expressed agreement repairs the defect itself or does it through a third party.
6. Retention of Title
6.1. The delivered goods shall remain our property (reserved goods) until all payables are settled, in particular the respective balance due to us by the purchaser, regardless of any legal ground; therefore the title of each purchased item shall remain so until the final payment of the purchase order, including all costs related to shipping.
6.2. If the delivered reserved goods or its parts are incorporated into a different object, the retention of title does not expire, and it is agreed that the following applies: In principle, the extended retention of title remains binding in all phases of processing and resale until the final customer.
6.3. If the object belonging to the supplier on the basis of the reservation of ownership is connected with a building or land as an essential component, the supplier is entitled to the rights specified in § 951 of the German Civil Code.
6.4. The purchaser may sell the reserved goods only in the ordinary course of business under its normal business conditions and as long as it is not in default. However, it must not pawn or assign the goods as collateral. In the event of resale or processing, the purchaser transfers all claims arising from the resale with all subsidiary rights against the third party debtor to us up to the amount of the invoice with the power of the pro rata collection of the claims. If the purchaser collects the assigned claim itself, this is done for us in trust; the proceeds collected must be transferred to us immediately.
7. Dimensions and Weight
7.1. Although the dimensions and weights given in offers, order confirmations or other documentation are provided to our best knowledge, it does not release the purchaser from any verification. Deviations in dimensions, weights and other technical specifications are permissible as long as they are in line with industry standards or do not exceed the DIN tolerances.
7.2. All technical documents, particularly drawings of goods offered or delivered by us, shall remain our property and may only be used without our consent for contractually intended purposes; they may not be made available to third parties and must be returned upon request.
8. Design Protection
8.1. In case we manufacture and deliver according to drawings, designs and other specifications made by the purchaser, the purchaser accepts all liability, in the event it thereby infringes any rights of third parties. The purchaser shall be liable for such infringements and any damages arising therefrom.
9.1. If any of these terms and conditions are considered invalid, the validity and enforceability of the remaining provisions shall remain unaffected.
10. Legal Venue/Form
10.1. The jurisdiction for all obligations arising from this contract shall be Bochum.
10.2. The exclusive jurisdiction, also for check and exchange processes, shall be Bochum.
10.3. This instrument shall be governed exclusively by the laws governing the relation between domestic parties of the Federal Republic of Germany.
10.4. For international orders, all disputes arising from this contract shall be excluded from the ordinary courts and shall be finally settled by the rules of conciliation and arbitration of the International Chamber of Commerce of Paris, by three arbitrators appointed by the chamber. For this judgment, the above conditions shall be legally binding in their version in the German language.
11.1. Our assembly prices include the complete assembly, including wages, travel and transportation expenses for our technicians, unless otherwise noted in the offer. Furthermore, assembly prices are based on an interference-free assembly in normal working conditions without interruption. Incidental disturbances, interruptions, delays or overtime to which we are not responsible, will be invoiced by us according to the respective and valid hourly wage rates. The same applies to any incidental cleaning and acidity works, which shall be invoiced based on the tariff terms.
11.2. Masonry, chiseling and electrical works are not included and are to be performed on site, as well as the establishment of foundations, major fixtures, consoles, substructures and the provision of any necessary cranes.
11.3. Scaffolds and ladders up to two meters height shall be provided by us. If higher scaffolds are required, they must be sufficiently and promptly provided without any cost.
11.4. Electrical power supply with 230 AC voltage are available on site for our assembly devices; the costs related to energy usage are not included in our price.
11.5. When determining the prices of assembly it has been assumed that the construction site is such that a truck access is available close to the point of use and the delivered material can be properly stored. Moreover, it has been assumed that a locked room for our technicians and for tool storage is provided on site.