& Conditions
1. Scope
1.1 All our deliveries, services, and offers are exclusively governed by these General Terms and Conditions of sale. These terms constitute an integral part of every contract established with our customers and remain applicable to all subsequent deliveries, services, and offers, irrespective of any separate agreements made.
1.2 We do not acknowledge conflicting, deviating, or supplementary terms and conditions from customers unless we have provided explicit consent. Merely referencing a letter containing customer or third-party terms and conditions, or making reference to them, does not imply our agreement to their validity.
2. Power of Employees
2.1 Our employees are not authorized to make oral representations in the course of the formation of the contract or agree orally upon additional clauses or amendments of the contract with our customer unless their authorization is prescribed by law. Such representations, additional clauses, or amendments of contracts made by employees have to be in written form or signed with a qualified electronic signature unless they are not made at the time of the formation of the contract. Delivery persons or others involved in the contract's performance, whether occasionally or as part of their duties, do not possess such authorizations
3. Offer, Order, Detail, Document
3.1 Our offers are subject to change and are non-binding, unless they have been expressly designated as a binding offer.
3.2 Additions and amendments to the relevant agreements, including to these General Terms and Conditions, must be in written form to be considered valid.
3.3 Our specifications related to the delivery or service's nature (such as weights, dimensions, utility values, load capacity, tolerances, and technical data), along with our depictions of the same (including drawings and illustrations), are approximations unless precision is essential for the contractually intended purpose. These are not assured features but rather descriptions or identifications of the delivery or service. Standard variations, discrepancies mandated by legal regulations, those constituting technical enhancements, and the substitution of components with equivalent parts are allowed, as long as they do not negatively impact usability for the contractually intended purpose.
3.4 We retain ownership and copyrights for all offers and quotations presented by us, as well as for drawings, illustrations, calculations, prospectuses, catalogs, models, tools, and other documents and supplementary materials provided to the customer. Without our explicit consent, the customer is prohibited from making these items accessible to third parties, in their original form or in terms of content, disclosing them, using or reproducing them personally, or permitting their use or reproduction by third parties. Upon request, the customer must return these items to us in their entirety and eliminate any copies if they are no longer necessary in the regular course of business or if negotiations do not result in a contract.
4. Price and Payment
4.1 These prices are valid only for the scope of service and supply stated in the order confirmation. Extra or special work will be charged for separately
4.2 Insofar as unforeseeable cost increases occur for us in the period after conclusion of the contract until the execution of the order, e.g. due to increases in wage or material costs or the introduction of substantial increase of taxes or customs duties, we shall be entitled to adjust the prices within the framework of the altered circumstances and without calculating any additional profit. This does not apply if we are in delay with delivery.
4.3 We shall be entitled to only carry out or provide outstanding deliveries or services against advance payment or payment of a security deposit if, after conclusion of the contract, we become aware of circumstances that are likely to substantially reduce the creditworthiness of the customer or jeopardize the payment of our outstanding receivables by the customer arising from the contractual relationship in question. In this case, we can also prohibit the resale and further processing of items delivered under reservation of title.
5. Delivery
5.1 Periods and dates planned for our deliveries and services are always only approximate, unless a fixed period or fixed deadline has been promised or agreed. If shipping has been agreed, the delivery periods and delivery dates refer to the time that we hand over the delivery item to the carrier, freight forwarder or other third party commissioned with the transportation.
5.2 The delivery period shall be extended accordingly in the case of actions in the context of industrial disputes as well in the case of the occurrence of unforeseeable obstacles over which we have no influence, insofar as such obstacles delay the completion or delivery of the delivery item. This also applies if these circumstances occur with a subcontractor. In important cases, we will inform the customer immediately of when such obstacles begin and end.
6. Retention of Title
6.1 We shall retain title to all goods delivered by us until such time as all receivables from contracts to date have been paid in full. The receivables also include cheques and bills of exchange receivable as well as receivables from open invoices. If a liability from a bill of exchange is established for us in connection with the payment, the retention of title expires only once the claim against us on the basis of the bill of exchange has been excluded
6.2 If the customer is in default of payment or it becomes apparent that our payment claims are jeopardized due to the customer’s lack of ability to pay, we shall be entitled to demand that the goods be returned on the basis of the retention of title.
7. Inspection and Acceptance
7.1 Upon receipt of each delivery, the customer must check that the packaging is complete and undamaged. Complaints must be sent to us immediately in written form.
7.2 The customer is obliged to examine the delivery item immediately and to immediately notify us in text form of any recognizable defects. The obligation in respect of examination and notification also extends to deviations in relation to quantity and identity. Hidden defects must be notified in text form immediately once they have been discovered. If the customer breaches the obligation regarding immediate examination and notification, the delivery item shall be deemed approved.
8. Material Defect
8.1 Customer claims on account of material defects become time-barred after 7 days from delivery.
8.2 Claims for defects by the customer especially do not exist in the following cases: Normal wear and tear, unsuitable or improper operation or usage, incorrect assembly or commissioning, unsuitable or improper storage by the customer or third parties; incorrect or negligent handling, improper maintenance, unsuitable equipment, defective assembly work, unsuitable areas of application; chemical, electrochemical or electrical influences; defects based on designs specified or determined by the customer or based on materials, or also other items, provided, specified or determined by the customer. In these cases, customer claims for defects only come into consideration if the customer proves that the defects were neither wholly or partially caused by the aforementioned effects.
8.3 Insofar as a defect exists for which we are responsible, we are entitled to provide supplementary performance by, at our discretion, either removing the defect or providing a delivery item that is free of defects. Delivery items replaced within the framework of redelivery become our property. A new limitation period shall not begin on account of the supplementary performance. If supplementary performance is refused by us, has failed or is unacceptable to the customer, the customer can assert further rights, and can, in particular, demand a reduction in price or withdrawal from the contract.
8.4 The customer must grant us the required time and opportunity to carry out the supplementary performance. In the event of supplementary performance, we shall be obliged to bear all of the expenses necessary for the purpose of the supplementary performance, especially transport, travel, labor and material costs. If these costs are higher on account of the fact that the delivery item was transported to a location other than the place of delivery, the customer shall bear these costs. If a defect does not actually exist, we can demand compensation from the customer for the costs incurred by us as a result of the unjustified demand for removal of defects (especially inspection and transport costs), unless the lack of defectiveness was undetectable for the customer.
8.5 Changes in the design, color and/or execution that do not adversely affect either the functioning or the value of the delivery item remain reserved and do not constitute defects. Defects that do not adversely affect or only marginally affect the value and/or fitness for use of the delivery items shall not constitute grounds for claims for defects.
9. Warranty
9.1 The warranty is not applicable to consumables and wear materials.
9.2 The warranty does not cover defects caused by; normal wear and tear, unsuitable or improper operation or usage, incorrect assembly or commissioning, unsuitable or improper storage by the customer or third parties; incorrect or negligent handling, improper maintenance, unsuitable equipment, defective assembly work, unsuitable areas of application; chemical, electrochemical or electrical influences.
9.3 In case of warranty, we are entitled to provide supplementary performance by, at our discretion, either removing the defect or providing a delivery item that is free of defects. Delivery items replaced within the framework of redelivery become our property.
10. Severability
The invalidity or unenforceability of any part of the present General Conditions of Sale and Supply and of any contract between the parties which refers thereto shall not affect the validity of the remaining terms and conditions thereof. Invalid or non-enforceable provisions have to be replaced by such provisions, which – within the legally admissible – come economically as close as possible to the effect desired by the parties.