General Sales and Supply Conditions

§ 1 General - Scope of Validity

1. Our sales conditions apply exclusively; conditions of the orderer being in contrary to or deviating from our sales conditions are not accepted by us, unless we had expressly agreed to their applicability in writing. Our sales conditions apply even if execute the delivery to the orderer without reserve, knowing of conditions of the orderer in contrary to our sales conditions or deviating from them.
2. All agreements closed between us and the orderer for execution of this contract must be recorded in this contract in writing.
3. Our sales conditions also apply to all future transactions with the orderer.

§ 2 Bid - Bid Documentation

1. If the order is to be qualified as an offer as per §145 BGB, then we may accept it within 2 weeks.
2. We reserve our title and copyright in illustrations, drawings, cost estimates and other documentation; they may not be made accessible to third parties. This especially applies to such written documentation designated as „confidential“; before passing them on to third parties, the orderer requires our express written approval.

§ 3 Pricing - Payment Conditions

1. If the order confirmation does not state differently, then our prices are deemed „ex works“, excluding packaging, which will be billed separately.
2. Statutory value added tax is not included in our prices; it is separately shown in the statutory amount in the invoice on the day of invoicing.
3. If the order confirmation does not show differently, then the net purchasing price (without deduction) is due for payment within 30 days after invoice date without deduction or within 10 days at a discount of 2%. If the orderer is in default for payment, then we are entitled to charge interest on arrears at the rate of 8 percentage points annually above the respective base interest rate. If we are able to prove higher damage from default, then we are entitled to assert this.
4. Rights of set-off are due to the orderer only if his counter claims are final and conclusive, undisputed or accepted by us. He is also only authorized to exercise the right of set-off to the extent as his counter claim is based on the same contractual relationship.

§ 4 Delivery Period

1. Start of the delivery period stated by us assumes clarification of all technical issues.
2. If the orderer in case of default in delivery would like to repudiate the contract and/or claim damages instead of performance, then he must set us a reasonable period for delivery. Damages instead of performance is excluded only in case of simple negligence on our part.
3. Compliance with our delivery obligation requires proper fulfillment of the obligations of the orderer in due time.
4. If the orderer is in default for acceptance or if he violates other duties of cooperation, then we are authorized to claim the damage incurred by us, including possible additional expenses. In this case, the hazard of accidental loss or accidential deterioration of the purchased goods passes to the orderer on the date on which he is in default for acceptance.

§ 5 Passage of Risk

1. If the order confirmation does not show differently, then delivery „ex works“ is agreed.
2. If the orderer so desires, then we will cover the delivery by transport insurance; the cost incurred in this respect is borne by the orderer.

§ 6 Warranty for Defects

1. In case of defective goods, we will at first, by our choice, perform warranty by repair or replacement delivery.
2. If subsequent fulfillment fails, then the orderer generally may, by his choice, claim reduction of reimbursement (diminution) or cancellation of the contract (repudiation). In case of only minor violation of the contract, especially in case of only negligible defects, the orderer is not due a right of repudiation.
3. The orderer must notify us of evident defects within a period of one week from receipt of goods in writing; otherwise, assertion of warranty claims is excluded. Dispatch in due time is sufficient for observing the period of notice. The orderer is subject to full burden of proof for all preconditions for claims, especially for the defect itself, for the date of determination of the defect and for timeliness of the notification of defect.
4. If the orderer due to defects of quality or legal imperfection in title after subsequent fulfillment has failed selects repudiation of contract, then he is not due claim for additional damages due to the defect.
5. If the orderer, after subsequent fulfillment has failed, selects damages, then the goods remain with the orderer if this is reasonable for him. Damages are limited to the difference between the purchasing price and the value of the defective goods. This does not apply if we have caused the violation of contract malisciously.
6. The warranty period amounts to one year from delivery of the goods.
   This does not apply if the orderer has not notified us in due time about the defect (item 3 of this regulation).
7. Generally, for the conditions of the goods, only the product description of the manufacturer is deemed agreed. Public statements, sales talk or advertising of the manufacturer do not represent an ancillary information on the contractual condition of the goods.
8. If the orderer receives faulty assembly instructions, then we are only obliged to delivery of fault-free assembly instructions and this only if the fault of the assembly instructions impairs proper assembly.
9. The order does not receive guarantees from us in the legal sense. Manufacturer‘s guarantees remain untouched by this.

§ 7 Limitation of Liability

1. In case of breach of duty due to ordinary negligence, our liability is limited to the direct average damage foreseeable as per the type of goods and typical for the contract. This also applies in case of breach of duty due to ordinary negligence by our statutory representatives or servants. We are not liable in case of violation of immaterial contractual duties due to ordinary negligence.
2. The above limitation of liability does not apply to the claims of the orderer from product liability. Furthermore, the limitation of liability does not apply in case of damage to body or health or in case of loss of life of the orderer attributable to us.
3. Claims for damages of the customers due to a defect are limited in time to one year from delivery of the goods. This does not apply if we can be blamed for malice.

§ 8 Reservation of Title

1. We reserve title in the purchased goods until receipt of all payments from the delivery contract. We are entitled, in case of behaviour of the orderer in violation of the contract, especially in case of default in payment or in case of violation of a duty as per items 2 and 3 of this regulation, to repudiate the contract and request surrender of the goods.
2. The orderer is obliged to treat the purchased goods carefully; he is especially obliged to sufficiently insure them at his own cost against fire and water damage and theft at the original value. If maintenance and inspection work is required, then the orderer must perform this at his own cost in due time.
3. In case of levies of execution or other intervention of third parties, the orderer must immediately notify us in writing, so that we may raise suite as per §771 ZPO. If the third party is not able to reimburse us for the judicial or extrajudicial cost of suite as per article 771 ZPO, then the orderer is liable for the loss incurred by us.
4. The orderer is authorized to resell the purchased goods in the ordinary course of business; but even now, he assigns to us all claims in the amount of the final amount of the invoice (including VAT), which he is entitled to from resale against his customers or third parties, and this independent of the fact whether the purchased goods were resold without or after processing. The orderer remains authorized for collection of these receivables even after assignment. Our authority of collecting the receivables ourselves remains untouched by this. But we oblige not to collect the receivables for as long as the orderer fulfills his payment obligations from the revenues received, is not in default for payment and especially no application for insolvency proceedings has been filed or cessation of payments exists. But should this be the case, then we can request that the orderer discloses to us the receivables assigned and their debtors, gives all information required for collection, surrenders associated documentation and notifies the debtors (third parties) about assignment.
5. Processing or transformation of the purchased goods by the orderer is in each case performed for us. If the purchased goods are processed jointly with other items not being our property, then we acquire co-ownership in the new items in relation of the value of the purchased goods to the other objects processed at the time of processing. Otherwise, the same applies to the item created by processing as applies to the purchased goods delivered under reservation of title.
6. If the purchased goods are inseparably mixed with other items not our property, then we acquire co-ownership in the new items in relation of the value of the purchased goods to the other mixed items at the time of mixing. If mixing is performed in such a manner that the item of the orderer is to be regarded as the principal item, then it is deemed agreed that the orderer transfers to us a prorate co-ownership. The orderer keeps in safe custody the so created sole ownership or co-ownership for us.
7. The orderer also assigns to us the receivables for securing our claims against him, which are created against a third party by the combination of the purchased goods with real property.
8. We oblige to release the collateral due to us upon request of the orderer to such an extent as the value of our collateral exceeds the claims to be secured by more than 10 %; the selection of the collateral to be released is incumbent upon us.

§ 9 Miscellaneous Regulations

1. The laws of the Federal Republic of Germany apply. The regulations of UN purchasing law are not applied.
2. Exclusive place of jurisdiction for all disputes under this contract is our domicile. But we are entitled to lodge suite against the customer at his general place of jurisdiction as well.