GTC

§ 1 Validity of the condition

1. The deliveries, services and offers of the seller are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon acceptance of the goods or services. Counter-confirmations by the buyer with reference to his terms and conditions of business or purchase are hereby rejected.
2. Deviations from these terms and conditions are only effective if the seller confirms them in writing.

§ 2 Offer and conclusion of contract

1. The Seller’s offers are subject to change and non-binding. Declarations of acceptance and all orders require the written or telex confirmation (order confirmation) of the seller to be legally effective. The same applies to supplements, amendments or collateral agreements
2. Drawings, illustrations, dimensions, weights or other performance data are only binding if this has been expressly agreed in writing. Offer documents of this type shall in any case remain the property of the seller.

§ 3 Prices

1. The prices stated in the Seller’s order confirmation plus the respective statutory value added tax shall apply. Additional deliveries and services shall be invoiced separately. This shall also apply in the event of a fixed price agreement. Subsequent invoicing shall be based on the Seller’s usual market prices. If price increases for goods and services occur four months after conclusion of the contract, the contracting parties undertake to renegotiate the increases in material and labor costs that have occurred.
2. Unless otherwise agreed, prices are ex works. Shipment, freight and packaging shall in all cases be at the expense and risk of the purchaser.
3. Services not expressly estimated in the offer which are necessary for the execution of the order or which are carried out at the request of the buyer shall be invoiced additionally. This applies in particular to assembly costs etc.
4. If the buyer requests changes after the order has been confirmed, any additional costs incurred as a result will be invoiced separately.

§ 4 Delivery and performance time

1. The dates and deadlines specified by the Buyer are non-binding unless expressly agreed otherwise in writing with the order confirmation.
2. The Seller shall not be responsible for delays in delivery and performance due to force majeure and due to events that make performance significantly more difficult or impossible for the Seller – this also includes subsequently occurring difficulties in procuring materials, operational disruptions, strikes, lockouts, personnel shortages, lack of means of transportation, official orders, etc., even if they occur at the Seller’s suppliers or their subcontractors – even if deadlines and dates have been agreed. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled. The above provisions shall also apply if the seller is already in default
3. If the hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled.
4. If the Seller is responsible for the failure to comply with bindingly agreed deadlines and dates or is in default, the Buyer shall be entitled to compensation for default in the amount of 0.5% for each completed month of default, but not exceeding a total of 5% of the invoice value of the deliveries and services affected by the default. Any further claims, in particular claims for damages of any kind, are excluded.
5. The seller is entitled to partial deliveries and partial services at any time. The fees due for these can be requested immediately – even in the case of fixed price agreements.
6. The delivery period begins with the dispatch of the order confirmation. If the Buyer has to obtain approvals, releases or other documents or make a down payment, the delivery period shall not commence before the Buyer has fulfilled these obligations. The delivery period shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the end of the delivery period.
7. If the delivery forwarder fails to meet the confirmed fixed date, the seller shall not be obliged to take recourse.

§ 5 Transfer of risk

1. The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transportation or has left the Seller’s warehouse or the manufacturer’s works for the purpose of shipment. If shipment becomes impossible through no fault of the Seller, the risk shall pass to the Buyer upon notification of readiness for shipment. This shall also apply if partial deliveries are made or if the seller has assumed other services, e.g. installation and assembly. The transportation and the delivery item shall be insured against theft, breakage, transport, fire and water damage as well as other insurable risks at the Buyer’s expense if the Buyer so requests. If the consignment is handed over to a packaging company, the risk shall pass to the buyer upon dispatch to the packaging company.
2. Delivered items are to be accepted by the buyer in any case, without prejudice to the warranty rights according to § 6.
3. The provision in paragraph 1 applies accordingly to transportation by the seller himself or his vicarious agents.

§ 6 Warranty

1. The seller warrants that the products are free from manufacturing and material defects; the warranty period is six months.
2. The warranty period begins on the date of delivery. If the seller’s operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used that do not comply with the original specifications, any warranty shall be void. This applies in particular to unsuitable or improper use, incorrect assembly or commissioning by the Buyer or third parties, incorrect or negligent handling, unsuitable operating materials, replacement materials, defective construction work, chemical, electrochemical or electrical influences, unless they are attributable to the Seller’s fault.
3. The buyer must notify the seller of defects in writing without delay, but at the latest within 5 days of receipt of the delivery item. Defects that cannot be discovered within this period, even after careful inspection, must be reported to the seller in writing immediately after discovery. In the case of transportation by Deutsche Bahn AG or Post AG, the correctness of the goods must be checked immediately upon acceptance. Notices of defects shall only be justified if the usability of the subject matter of the contract is significantly impaired. Breakage and shrinkage within the customary limits cannot be objected to.
4. In the event that the buyer notifies us that the products do not comply with the warranty, the following shall apply:
   1. For delivery items or parts of delivery items for which it becomes apparent within six months of commissioning as a result of a circumstance prior to the transfer of risk – in particular due to faulty design, poor materials or defective workmanship – that they are unusable or significantly impaired in their usability, the seller shall have the choice, at its reasonable discretion, to repair or replace these items free of charge.
   2. For the purpose of such repair work or replacement deliveries, the Buyer shall, after consultation with the Seller, provide the necessary time and opportunity. In the event of a breach of these obligations to cooperate, the Seller shall be released from the warranty obligation. Only in the event of imminent danger (e.g. danger to operational safety) and to avoid the occurrence of disproportionately large damage, whereby the Seller must be informed immediately and in any case before commissioning a third party, or if the Seller is in default with the rectification of the defect, shall the Buyer have the right to rectify the defect itself or have it rectified by a third party and to demand reimbursement of the necessary costs from the Seller.
   3. Of the direct costs of the warranty, the Seller shall bear the costs of the spare parts, including the costs of shipment, as well as the reasonable costs of removal and installation, if this can be reasonably demanded in individual cases, the costs of any necessary provision of his fitters and assistants; otherwise the costs shall be borne by the Buyer.
   4. The warranty period for deliveries or services provided under warranty shall be three months, but shall run at least until the expiry of the original warranty period for the object of purchase. Further claims of the buyer, in particular a claim for compensation for damages that have not occurred to the delivery item itself, i.e. indirect damages and loss of profit, are excluded.
5. If the Buyer requests that the warranty work be carried out at a location specified by him, the Seller may comply with this request, whereby parts covered by the warranty shall not be charged, while working time and travel expenses shall be paid at the Seller’s standard rates.
6. The warranty does not apply to wearing parts, i.e. items subject to natural wear and tear.
7. Warranty claims against the seller are only available to the direct buyer and are not transferable.

§ 7 Retention of title

1. The seller shall be granted the following securities until all claims (including balances) to which the seller and its companies are entitled against the buyer and its (group) companies now or in the future for any legal reason have been satisfied.
2. The goods remain the property of the seller. Processing or transformation shall always be carried out for the seller as manufacturer, but without any obligation for him. If the (co-)ownership of the seller expires due to combination, it is hereby agreed that the (co-)ownership of the buyer in the uniform item shall be transferred to the seller in proportion to the value (invoice value). The Buyer shall store the (co-)ownership of the Seller free of charge. Goods to which the Seller is entitled to (co-)ownership are hereinafter referred to as reserved goods.
3. Pledging or transfer by way of security of the reserved goods is not permitted. The Buyer hereby assigns to the Seller by way of security in full all claims arising from all legal grounds (insurance, tort) in respect of the goods subject to retention of title. The seller revocably authorizes him to collect the claims assigned to the seller for the seller’s account in his own name. At the Seller’s request, the Buyer shall disclose the assignment and provide the Seller with the necessary information and documents.
4. In the event of access by third parties to the reserved goods, the Buyer shall draw attention to the Seller’s ownership and inform the Seller immediately. Costs and damages shall be borne by the Buyer.
5. In the event of breach of contract by the Buyer – in particular default of payment – the Seller shall be entitled to take back the goods subject to retention of title at the Buyer’s expense or, if applicable, to demand assignment of the Buyer’s claims for restitution against third parties. The repossession or seizure of the reserved goods by the Seller shall not constitute a withdrawal from the contract, unless the German Instalment Purchase Act applies.

§ 8 Payment

1. Unless otherwise stipulated in the order confirmation, the Seller’s invoices are payable without deduction 30 days after invoicing. The Seller shall be entitled, notwithstanding any provisions of the Seller to the contrary, to first offset payments against the Seller’s older debts. If costs and interest have already been incurred, the seller shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal performance.
2. Payment shall only be deemed to have been made when the seller can dispose of the amount. In the case of checks or bills of exchange, payment shall not be deemed to have been made until the check has been cashed or the bill of exchange has been discounted.
3. If the Buyer is in default, the Seller shall be entitled to charge interest from the relevant date at the interest rate charged by the commercial banks for open overdraft facilities, but at least 5% above the respective discount rate of the Deutsche Bundesbank plus the statutory value added tax.
4. If the buyer does not meet his payment obligations, in particular if a check is not honored or a bill of exchange is not discounted or if he ceases payment, or if the seller becomes aware of other circumstances that call the buyer’s creditworthiness into question, the seller is entitled to declare the entire remaining debt due, even if he has accepted checks or bills of exchange. In this case, the seller is also entitled to demand advance payments or the provision of security.
5. The Buyer shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the Seller has expressly agreed to this in writing or if the counterclaims have been legally established.
6. The buyer agrees to the offsetting of his claims and liabilities against the seller and his company. Receivables and liabilities of the buyer’s companies may also be offset in the same way.

§ 9 Design changes

• The seller reserves the right to make design changes at any time; however, he is not obliged to make such changes to products that have already been delivered.

§ 10 Limitation of liability

• Claims for damages arising from impossibility of performance, from positive breach of contract, from culpa in contrahendo and from tort are excluded both against the seller and against his vicarious agents, unless intentional or grossly negligent action is involved.

§ 11 Applicable law, place of jurisdiction, place of performance, partial invalidity

1. The law of the Federal Republic of Germany shall apply to this business relationship and the entire legal relationship between the seller and the buyer.
2. To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the court responsible for the registered office of the seller.
3. Should one or more provisions of these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
4. The place of fulfillment is Rinteln.