General terms and conditions of payment and delivery (as of March 2018)
1. Conclusion of contract
1.1 These terms and conditions apply exclusively to all transactions with the customer; other conditions only apply to the extent that we issue our express consent. Any separate agreements shall be in writing.
1.2 Our offers are non-binding offers intended for the negotiation of contracts. Any documents relating to our offers remain our property; the customer waives all rights of retention and possession. Contracts are concluded by way of our written confirmation. All oral agreements require separate written confirmation to become valid.
2. Sales prices
2.1 All prices are subject to change if there is a period of more than four months between conclusion of the contract and the agreed date of delivery. If wages or material costs increase thereafter up until time of completion of delivery we reserve the right to increase our prices reasonably and accordingly.
2.2 The prices specified in the confirmation of order plus the valid rate of VAT are decisive.
3. Condition of goods, design and model changes
3.1 The condition of goods is exclusively determined by the details specified in the confirmation of order or the offer; the suitability for a specific purpose as determined by the customer is only then a factor in determining the condition of the goods if this is explicitly agreed.
3.2 Deviations from the condition described in brochures or comparable descriptions are contractually agreed insofar as they are subject to the natural properties of the material used or the time of product application in particular with regard to compliance with specific technical performance data.
3.3 The technical consultation with respect to customer details concerning possible deployments of our products and all other related information shall not be deemed a description of a contractual nature but solely constitutes a non-legally binding recommendation.
3.4 The basis for the contractual condition are the relevant European legal regulations and standards: compliance with other regulations and standards is the responsibility of the customer. Instructions for use shall be issued exclusively in German and/or English.
3.5 Design or form changes due to technical improvements or to comply with changed legal requirements are reserved, provided the delivered product is not changed to such an extent that changes would be considered unreasonable for the customer.
4.1 Delivery shall take place ex stores Hannover (ex works Incoterms 2010).
Dates and deadlines are not binding unless otherwise expressly stated/agreed. Any delays in deliveries/performance due to force majeure and/or due to events that make delivery difficult or impossible for us for example late deliveries to us without the possibility of reasonable replacement are not our responsibility. They entitle us to postpone the delivery or performance by the duration of the hindrance plus a reasonable re-start period or to withdraw from the contract in whole or in part.
4.2 In the event of default, any claims for damages are limited to 0.5 % for each full week of delay, and in total no more than 5 % of the invoice value of the delivery or performance affected by the delay.
4.3 We are entitled to deliver/provide performance in parts insofar as this does not represent an unreasonable burden for the customer.
5. Acceptance and transfer of risk
5.1 The customer is obliged to check the delivery immediately after transfer of risk unless he is prevented from so doing for reasons beyond his control.
5.2 In the event of delayed acceptance of longer than 14 days from notification of availability, we are entitled to withdraw from the contract after a further period of 14 days and to claim damages. A period of a grace is not required if the customer earnestly/absolutely refuses acceptance or is apparently unable to pay the purchase price within that time.
5.3 The price risk transfers to the customer at time of readiness for collection (ex works).
6. Retention of title and securing of receivables (securitisation)
6.1 We reserve ownership to delivery until full payment. The customer may resell delivery items in the ordinary course of business. At this time, he has already assigned his claims to us: we accept said assignment.
6.2 The customer may collect debts, which action does not affect our authority to collect debts ourselves. However, we shall not collect debts provided the customer meets his payment obligations. In the event of default in payment, the customer must disclose his debtor, provide all necessary information and documents and immediately and without delay notify third party debtors of said assignment. The customer may neither pledge nor transfer the goods. In the event of seizure or other dispositions he must notify us immediately and provide all information/documents to ensure our legal protection. Enforcement officers or third parties must be informed of our ownership.
6.4 If mandatory law of the domicile/branch office of the customer does not permit retention of title pursuant to points 6.1 – 6.3, the customer herewith at this time grants a reservation of title to the extent permitted under the law.
6.5 The assertion of the reservation of proprietary rights by us shall not be deemed as withdrawal.
7.1 The invoice shall be issued at time of readiness of the goods.
7.2 Our claim is due upon collection, unless otherwise expressly agreed. Payments are always offset against the oldest debits plus accrued interests and costs. Cheques are not accepted as fulfilment but only as a conditional payment. In the event of delayed payment, default interest to the amount of 9 % above the applicable base interest rate shall be payable. In the event of default of payment, or our becoming aware of a deterioration in the economic situation of the customer, in particular insolvency proceedings, we are entitled to claim all outstanding receivables immediately. Only undisputed/legally established claims entitle to offsetting/retention.
8.1 In the event of defects the following applies: the warranty period is 24 months after date of delivery. We shall remedy defects at our discretion by repair or re-delivery. Defects will only then be deemed as a material breach of contract if they render the item unsuitable for use. The customer shall not itself undertake remedies/procure replacements. The right of withdrawal only exists in the event of a material breach of contract, i.e. in the case of defects which invalidate usability.
8.2 Any obvious defects shall be reported immediately after delivery, otherwise we are exempted from liability for defects.
8.3 Failure to observe the operating or assembly instructions, changes/tampering with the products, replacement of parts or use of materials that do not conform with the original specifications shall void any warranty. The warranty does not apply to wearing parts.
8.4 In the event of damage in transit, the customer shall ensure all necessary determination of facts and secure evidence. Such defects shall immediately be reported in writing by the customer to the transporting party. We are to be informed accordingly.
8.5 Invoices, delivery notes and packing slips are to be added in duplicate to accompany each rejected item. These documents must provide the following information: order number, quantities and units, gross, net and if applicable calculated weight, item description and article number and the remaining quantity in the case of partial deliveries.
9. Liability, warranty liability
9.1 We shall only be liable for damages other than injuries to life, body and health, insofar as these damages are based on intent or acts of gross negligence or culpable violation of cardinal duties by us or our agents. Any further liability for damages is excluded. In the case of merely negligent breach of duty, liability is limited to typical contractual, foreseeable damages. The provisions of the product liability act remain unaffected.
9.2 If the customer does not execute suggestions or recommendations arising from consultations and if this results in nullifying of the contractually agreed usage, the warranty is void.
9.3 If the customer withdraws without authorisation from an order placed, we may demand without prejudice the option of asserting damages higher than actual damages, 10 % of the selling price in lieu of costs incurred in processing the order and for loss of profit. The customer retains the right to provide evidence of a lower level of damages.
10. Repair and maintenance orders and other services
10.1 With respect to maintenance, repair and other services, the following also applies: troubleshooting time is working hours and shall be invoiced if an order cannot be executed because the defect in question did not occur during the check, a required spare part can no longer be procured, the customer is not present at the agreed time due to his own fault, the order was withdrawn during the period of execution, the reception conditions are not properly satisfied.
10.2 If the customer requests a cost estimate and if such repair is not carried out at customer’s request, we will not return the examined item into its original condition if this is not reasonable for technical/economic reasons.
10.3 With respect to repairs and maintenance and other services for which we are responsible for success, a warranty period of 24 months applies.
10.4 Maintenance, repair or care services help maintain readiness for operation. The object of our contractually obligated services is not the permanent ensuring of trouble-free operation of the system.
10.5 With respect to field work, the warranty may be withdrawn under specific contractual agreements insofar as the typical workshop inspection of the repaired item is not possible.
10.6 We shall issue repaired items upon presentation of the order confirmation or pick-up slip. If items are not collected within four weeks of being requested, we may demand reasonable fees for storage.
10.7 We have a lien on goods of the customer. If collection does not take place by latest three months after the demand to collect, any obligation for further safekeeping and all liabilities with respect to minor damage due to minor negligence or loss are extinguished. We shall advise of the sale one month prior to expiry of the deadline and shall sell the item after expiry of the deadline.
10.8 With respect to items owned by the customer which are subject to the warranty, the customer shall pay outbound transport and we shall pay for return transport costs in the event of repairs.
11. Industrial property rights and copyrights, replicas
11.1 We have exploitation, ownership and copyrights on illustrations, drawings, samples, patterns, models, drafts, calculations, descriptions and comparable documents: any disclosure to third parties requires our consent.
11.2 The customer shall undertake to not copy, remanufacture or distribute our articles. In the event of non-compliance, we are entitled to claim a contractual penalty to the value of 100% of the price of the corresponding item for each replicated item; the price list valid at the time of the infringement is decisive. This does not affect our rights to damages.
12. Disposal of electronic waste
In Germany we shall ensure proper disposal of the delivered goods after end of life.
The customer shall inform us in writing of termination of use and deliver the end of life devices in complete condition to their own account to a destination specified by us. We shall advise of such destination after we have been informed of the termination of use.
The customer is under a contractual obligation to advise any third parties to whom he delivers the provided goods of their obligation to proceed in a similar fashion after termination of use and to impose a corresponding obligation in the case of further transfer.
If the customer omits this further contractual obligation he shall accept return of the delivered goods after the termination of use at his own expense and is responsible for disposing of the items in accordance with the statutory provisions.
The right to return/accept expires no earlier than two years after final termination of use of the equipment. This two-year period of expiry suspension starts at the earliest upon receipt of a written notification of the termination of use by the customer addressed to us. With respect to disposal in countries other than the Federal Republic of Germany, the importer bears sole responsibility in the respective country. The importer shall bear and assume all costs and obligations resulting from the respective national regulations.
13. Partial invalidity, place of fulfilment and court of jurisdiction
13.1 If any provisions are or become invalid, the remaining provisions retain their validity.
13.2 With respect to disputes arising from the contractual relationship, the place of fulfilment and the exclusive place of jurisdiction is Hannover.
13.3 This contract is subject exclusively to German law and excludes explicitly the provisions of the convention on the international sale of movable goods (CISG