I. Scope of application

1. the following terms and conditions apply to all contracts concluded by us for the supply of goods and services. They shall also apply to all future business relations, even if they are not expressly agreed again. Deviating terms and conditions of the customer which are not expressly recognized by us are not binding for us, even if we do not expressly object to them. Our terms and conditions shall also apply if the customer accepts our deliveries and services without reservation in the knowledge of conflicting or deviating terms and conditions.
2. verbal agreements made after conclusion of the contract, in particular subsequent amendments and supplements to our Terms and Conditions of Purchase – including this written form clause – must also be confirmed in writing in order to be effective.
3. All agreements made between the Buyer and the Seller in connection with the purchase contracts are set out in writing in the purchase contracts, these Terms and Conditions and the Buyer’s offers.

II Conclusion of contract, offer

1. we shall be bound by our offers for four weeks.
2. quality and/or guarantee agreements shall only apply if these have been agreed in writing or if reference is made in writing to drawings, plans or other descriptions provided in text form and these are available to us.

III Prices, terms of payment, payments on account

1. unless otherwise agreed, our prices are ex works, strictly net, excluding VAT, packaging, postage, shipping and value protection.
2. if there are more than 6 months between order and delivery, we reserve the right to pass on unforeseeable cost increases by upstream suppliers to the customer.
3. deliveries and services invoiced by us are due for payment no later than 14 working days after the invoice date.
4. for order values of more than € 50,000.00, we are entitled to demand an advance payment of 1/3 of the order value after receipt of our order confirmation. In addition, we shall be entitled to demand further reasonable payments on account in accordance with the progress of production.
5. the customer shall only be entitled to offset – even if notices of defects or counterclaims are asserted – if the counterclaims have been legally established and recognized by us or are undisputed. The purchaser is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
6. in the event of late payment, we shall be entitled to charge interest at a rate of 8 percentage points above the respective prime rate of the Deutsche Bundesbank.
7. a payment shall only be deemed to have been made when we can dispose of the amount. In the case of payments by check, payment shall only be deemed to have been made when the check has been cashed by the customer’s bank.

IV. Rights of use

1. in addition to the right of use to the extent permitted by law, the buyer has the right to use software that is part of the scope of delivery of the product, including its documentation, with the agreed performance features and to the extent necessary for the contractual use of the product.
2. the buyer may also make a backup copy without express agreement.

V. Transfer of risk, shipment

1. loading and shipment shall take place uninsured at the risk of the customer. We shall endeavor to take into account the wishes and interests of the buyer with regard to the type and route of shipment; any additional costs incurred as a result – even if carriage paid delivery has been agreed – shall be borne by the buyer.
2. the risk shall pass to the Buyer upon delivery of the goods to the person responsible for carrying out the shipment.
3. transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back by us. Pallets are excluded from this. The customer must dispose of the packaging at his own expense.
4. if dispatch is delayed at the request or through the fault of the customer, we shall store the goods to be delivered at the expense and risk of the customer. In this case, notification of readiness for dispatch shall be deemed equivalent to dispatch.
5. at the request and expense of the customer, we shall insure the delivery by means of transport insurance.

VI Delivery times and delivery periods

1. delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information. The delivery period stated by us shall commence at the earliest with the order confirmation by us and the proper fulfillment of all obligations incumbent on the customer for the execution of the order.
2. if the underlying order is a fixed-date transaction within the meaning of § 286, para. 2, no. 4 BGB or § 376 HGB, we shall be liable in accordance with the statutory provisions. The same shall apply if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert the discontinuation of his interest in the further fulfillment of the contract. In this case, our liability shall be limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents shall be attributed to us.
3. we shall also be liable to the customer in the event of a delay in delivery in accordance with the statutory provisions if this is due to an intentional or grossly negligent breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents shall be attributed to us. Our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which we are responsible.
4. in the event that a delay in delivery for which we are responsible is based on the culpable breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer regularly relies and may rely, whereby a fault of our representatives or vicarious agents is attributable to us, we shall be liable in accordance with the statutory provisions with the proviso that in this case the liability for damages is limited to the foreseeable, typically occurring damage.
5. otherwise, in the event of a delay in delivery for which we are responsible, the customer may claim liquidated damages in the amount of 3% of the delivery value for each completed week of delay, but not more than 15% of the delivery value.
6. any further liability for a delay in delivery for which we are responsible is excluded. The further statutory claims and rights of the customer to which he is entitled in addition to the claim for damages due to a delay in delivery for which we are responsible shall remain unaffected.
7. we are entitled to make reasonable partial deliveries and render partial services at any time, insofar as this is reasonable for the customer.
8. if the customer is in default of acceptance, we shall be entitled to demand compensation for the resulting damage and any additional expenses. The same shall apply if the buyer culpably violates its obligations to cooperate. The risk of accidental deterioration and accidental loss shall pass to the Buyer upon the occurrence of default of acceptance or debtor’s delay.

VII Acceptance, commissioning

1. our delivery shall be deemed to have been accepted if no defects are notified in writing within one week of delivery, but at the latest upon installation at the customer’s premises.
2. if, in addition to acceptance, additional commissioning has been agreed and the customer does not comply with his obligations to cooperate, we shall be entitled to propose three commissioning dates to the customer in writing. There must be at least one week between the first proposed date and the other proposals. If the customer does not accept any of the proposals, acceptance or commissioning shall be deemed to have taken place.
3. acceptance and commissioning shall be deemed to have taken place as soon as the customer puts the work into operation.

VIII Retention of title

1. the delivered goods (reserved goods) shall remain our property until all claims, including all current account balance claims, to which we are entitled against the customer now or in the future, have been settled. In the event of breach of contract by the customer, e.g. default of payment, we shall have the right – after setting a reasonable deadline – to take back the reserved goods. If we take back the reserved goods, this shall constitute a withdrawal from the contract. If we seize the reserved goods, this shall constitute a withdrawal from the contract. We are entitled to utilize the reserved goods after taking them back. After deduction of a reasonable amount for the costs of realization, the proceeds of realization shall be set off against the amounts owed to us by the buyer.
2. the purchaser must treat the reserved goods with care and insure them adequately at his own expense against fire, water damage and theft at replacement value. Any maintenance and inspection work that becomes necessary must be carried out by the purchaser in good time at his own expense.
3. the customer is entitled to sell and/or use the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The customer hereby assigns to us in full by way of security all claims arising from the resale or any other legal grounds (insurance, tort) in respect of the reserved goods (including all current account balance claims); we hereby accept the assignment. We revocably authorize the customer to collect the claims assigned to us in his own name and for his own account. The direct debit authorization can be revoked at any time if the customer does not properly meet his payment obligations. The purchaser is also not authorized to assign this claim for the purpose of debt collection by way of factoring, unless the obligation of the factor is simultaneously established to effect the consideration in the amount of the claims directly to us as long as we still have claims against the purchaser.
4. in the event of resale, the purchaser is obliged to retain title until the purchase price has been paid in full and hereby assigns to us the rights arising from this retention of title; we hereby accept the assignment.
5. any processing or transformation of the reserved goods by the customer shall in any case be carried out on our behalf. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. The same shall apply to the new item created by processing as to the reserved goods. In the event of inseparable mixing of the reserved goods with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other mixed items at the time of mixing. If the purchaser’s item is to be regarded as the main item as a result of the mixing, the purchaser and we agree that the purchaser shall transfer to us proportionate co-ownership of this item; we hereby accept the transfer. Our sole or co-ownership of an item created in this way shall be kept safe for us by the purchaser.
6. in the event of access by third parties to the reserved goods, in particular seizures, the customer is obliged to point out our ownership and to inform us immediately so that we can enforce our ownership rights. If the third party is not in a position to reimburse us for the judicial or extrajudicial costs of enforcing our property rights, the customer shall be liable for these.

IX. Warranty

1. claims for defects on the part of the purchaser shall only exist if the purchaser has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
2. in the event of justified notices of defects, we shall be obliged to provide subsequent performance, unless we are entitled to refuse subsequent performance on the basis of the statutory provisions. The rights of the customer to withdraw from the contract or to reduce the purchase price (reduction) are excluded. The customer shall grant us a reasonable period of time for subsequent performance. Subsequent performance may, at our discretion, take the form of rectification of the defect (repair) or delivery of new goods. In the event of rectification of the defect, we shall bear the necessary expenses insofar as these are not increased because the subject matter of the contract is located at a place other than the place of performance. If the subsequent performance has failed, the customer may, at his discretion, demand a reduction of the purchase price (reduction) or declare his withdrawal from the contract. Rectification shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the customer due to the subject matter of the contract. The purchaser can only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The purchaser’s right to assert further claims for damages under the following conditions remains unaffected by this.
3. the customer’s warranty claims shall expire one year after delivery to the customer, unless we have fraudulently concealed the defect; in this case, the statutory provisions shall apply.
4 Warranty claims are excluded if the defect is due to advertising statements or other contractual agreements that do not originate from us, or if the customer has given a special guarantee to the end customer. The obligation is also excluded if the customer himself was not obliged to exercise the warranty rights vis-à-vis the end customer on the basis of the statutory regulations or did not make this complaint vis-à-vis a claim made against him. This shall also apply if the customer has assumed warranties vis-à-vis the end customer that go beyond the statutory scope.

X. Exclusions and limitations of liability

1. irrespective of the limitations of liability regulated in other sections and the following limitations of liability, we shall be liable in accordance with the statutory provisions for damages to life, body and health which are based on a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents as well as for damages which are covered by liability under the GPSG (Equipment and Product Safety Act) and other protective laws. We shall be liable in accordance with the statutory provisions for damages not covered by sentence 1 and which are based on intentional or grossly negligent breaches of contract and fraudulent intent by us, our legal representatives or our vicarious agents.
2. if we, our legal representatives or vicarious agents have not acted with intent, our liability for damages pursuant to para. 1 shall be limited to the foreseeable, typically occurring damage. To the extent that we have given a guarantee of quality and/or durability in respect of the goods or parts thereof, we shall also be liable under this guarantee. However, we shall only be liable for damages which are based on the absence of the guaranteed quality or durability but which do not occur directly on the goods if the risk of such damage is clearly covered by the quality and durability guarantee.
3. we shall also be liable for damages caused by simple negligent breach of such contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer regularly relies and may rely. However, we shall only be liable insofar as the damages are typically associated with the contract and are foreseeable.
4. any further liability is excluded regardless of the legal nature of the asserted claim; this also applies in particular to tortious claims or claims for reimbursement of futile expenses instead of performance; our liability pursuant to Section. VI of these terms and conditions. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
5. claims for damages by the customer due to a defect shall lapse one year after delivery to the customer. If we, our legal representatives or our vicarious agents are responsible for injury to life, limb or health, if we or our legal representatives have acted with intent or gross negligence or if our ordinary vicarious agents have acted with intent, the statutory limitation periods shall apply to the purchaser’s claims for damages.

XI. Place of performance, place of jurisdiction, applicable law

1. the place of performance and jurisdiction for deliveries and payments (including actions on checks and bills of exchange) as well as all disputes arising between us and the Buyer from the purchase contracts concluded between us and the Buyer shall be our registered office. However, we shall also be entitled to sue the Buyer at his place of residence and/or business.
2. the relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
3. should individual provisions of these General Terms and Conditions of Delivery and Sale be invalid, the remaining provisions shall remain valid.

As of: 01.04.2012