GTC

Terms of delivery and payment

Our deliveries and services are provided exclusively on the basis of the following terms and conditions and with the express rejection of any conflicting terms and conditions of purchase.

I.Offer

Our offers are non-binding. The documents belonging to the offers are only approximate unless they are expressly designated as binding. We reserve the right of ownership and copyright to offers, drawings and other documents: they may not be made accessible to third parties. We undertake to make plans designated as confidential by the customer accessible to third parties only with the customer’s consent.

II Scope of delivery

  1. Only our written order confirmation is authoritative for the scope of delivery. Additional agreements and changes require our written confirmation.

  2. Dimensions, weights, illustrations and drawings are only binding for the execution if this is expressly confirmed in writing. Packaging shall be carried out in accordance with standard professional and commercial practice at cost price as disposable packaging.

  3. If deliveries are made in accordance with instructions, drawings, templates and other information provided by the customer, and if the property rights of third parties are infringed as a result, the customer hereby undertakes to indemnify us against all claims of the third party and all claims arising as a result of any legal defense.

  4. If assembly has been agreed and is delayed due to the fault of the customer, the customer shall bear the costs for the waiting time and any necessary additional travel of the assembly personnel.

III Price and payment

  1. Unless otherwise agreed, prices are ex works including loading at the factory, but excluding packaging. Value added tax at the applicable statutory rate shall be added to the prices.

  2. Should changes, deviations and tolerances arise in the workpieces that did not arise or were not recognizable when the offer was submitted, we reserve the right to adjust the price accordingly.

  3. Our invoices are payable within 30 days of the invoice date. However, we may also make delivery dependent on immediate payment. In the case of cash on delivery or payment in cash, by check, bank transfer or direct debit within 10 days of the invoice date, we grant a discount of 2%, provided there is no other outstanding debt at the time of payment. In the case of special machines and systems for feeding and handling technology, payment shall be made net cash 1/3 upon ordering. 1/2 upon notification of readiness for shipment and the remaining amount within a further month.

  4. In the event of late payment, we are entitled to charge interest at a rate of 3% above the respective discount rate of the Deutsche Bundesbank, but at least 8% per year.

  5. We reserve the right to decide on the acceptance of bills of exchange on a case-by-case basis. The credit note shall only be issued subject to the usual reservation. We charge the usual bank discount and collection charges for bills of exchange. A discount deduction for payment by bill of exchange is not recognized.

  6. Withholding or offsetting due to any counterclaims of the customer is hereby decided. This shall also apply if they have been included in a commercial current account.

IV. Delivery time

  1. The delivery period begins with the dispatch of the order confirmation, but not before the customer has provided the documents to be procured (e.g. samples for the installation of the ordered machines and equipment), approvals and releases, and not before receipt of an agreed down payment.

  2. The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.

  3. The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond our control, insofar as such obstacles can be proven to have a significant influence on the completion or delivery of the delivery item. This also applies if the circumstances occur with subcontractors. We shall also not be responsible for the aforementioned circumstances if they arise during an already existing delay. In important cases, we shall inform the customer of the beginning and end of such hindrances as soon as possible.

  4. If shipment is delayed at the customer’s request, the customer shall be charged the costs incurred for storage, starting one month after notification of readiness for shipment, but at least 1/2% of the invoice amount for each month in the case of storage in our factory. However, we shall be entitled to dispose of the delivery item otherwise after setting a reasonable deadline which has expired without result and to supply the customer within a reasonably extended period.

V. Transfer of risk and acceptance

  1. The risk shall pass to the customer at the latest when the delivery parts are dispatched ex works, even if partial deliveries are made or if we have assumed other services, e.g. the shipping costs or transportation and installation. Return shipments also travel at the risk of the customer.
    At the customer’s request and expense, we will insure the shipment against theft, breakage, transport, fire and water damage as well as other insurable risks.

  2. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day on which the goods are ready for dispatch; however, we shall be obliged, at the customer’s request and expense, to take out the insurance requested by the customer.

  3. Delivered items must be accepted by the customer, even if they have minor defects, without prejudice to the rights in Section VII.

  4. Partial deliveries are permitted.

VI Retention of title

  1. The goods delivered by us shall remain our property until all claims have been settled,
    in particular also the balance claims to which we are entitled, irrespective of the legal grounds. We
    are obliged to release the goods insofar as overcollateralization occurs. The purchaser
    undertakes not to assign the expectancies to third parties by way of security. The purchaser is
    entitled to sell the goods to third parties in the ordinary course of business.
    The future sales proceeds are hereby assigned to us in the amount that we still have
    claims against the purchaser, whether from this transaction or from earlier
    transactions. If overcollateralization occurs, we shall release the proceeds again. If the proceeds are paid to the customer by a
    third party, the money must be transferred to us immediately and without regard to any
    other agreed due dates until all our
    claims against the customer have been satisfied. If our goods delivered under retention of title
    are processed, we shall acquire co-ownership of the finished product. The size of the fractional share shall be determined
    from the ratio of the value of the goods subject to retention of title to the value of the finished product. If our
    ownership expires as a result of combining or mixing, the buyer hereby assigns to
    the ownership rights to the new stock or item to the extent of the
    invoice value of the goods subject to retention of title and shall store them for us free of charge. The future
    sales proceeds of the finished product are already now assigned to the fraction of the amount
    of our property. The claim thus assigned shall serve as security for all our claims
    against the customer (balance). After an over-collateralization, a release must take place. If the proceeds
    are paid to the contractual partner by a third party, the money must in turn be transferred to us immediately and without
    consideration of any other agreed due date.

  2. We are entitled to insure the delivery item against theft, breakage, fire, water and other damage at the customer’s expense, unless the customer has demonstrably taken out the insurance himself.

  3. The customer may neither pledge the delivery item nor assign it as security. We must be informed immediately in the event of seizure, confiscation or other dispositions by third parties.

  4. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the goods after issuing a reminder and the customer shall be obliged to surrender them. The assertion of the retention of title and the seizure of the delivery item by us shall not be deemed a withdrawal from the contract, unless the Instalment Purchase Act applies.

VI Retention of title

We shall be liable for defects in the delivery, including the absence of expressly warranted characteristics, to the exclusion of further claims, notwithstanding Section IX. 4. as follows:

  1. All those parts which prove to be unusable or significantly impaired in their usability within 6 months (in the case of multi-shift operation within 3 months) of the delivery date as a result of a circumstance prior to the transfer of risk – in particular due to faulty design, poor materials or defective workmanship – shall be repaired or replaced by us free of charge at our reasonable discretion. The discovery of such defects must be reported to us immediately in writing. We shall only be liable for material defects to the extent that we should have recognized the defect when applying professional care; replaced parts shall become our property.
    Our liability for essential third-party products shall be limited to the assignment of the liability claims to which we are entitled against the supplier of the third-party product.

  2. The customer’s right to assert claims arising from defects shall in all cases expire 6 months after delivery of the item, in the case of multi-shift operation within 3 months after delivery.

  3. No warranty is assumed for damage caused by the following reasons: Unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, insofar as they are not attributable to our fault.

  4. After consultation with us, the customer shall give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary at our reasonable discretion, otherwise we shall be released from liability for defects. Only in urgent cases of danger to operational safety and to prevent disproportionately large damage, in which case we must be notified immediately, or if we are in default with the rectification of the defect, shall the customer have the right to rectify the defect himself or have it rectified by a third party and to demand reimbursement of the necessary costs from us.

  5. Of the direct costs arising from the repair or replacement delivery, we shall bear – insofar as the complaint proves to be justified – the costs of the replacement part including shipment as well as the reasonable costs of dismantling and installation, furthermore, if this can be reasonably demanded in the individual case, the costs of any necessary provision of its fitters and assistants. Otherwise, the customer shall bear the costs.

  6. The warranty period for the replacement part and the repair shall be 3 months, but shall run at least until the expiry of the original warranty period for the delivery item. The period for liability for defects in the delivery item shall be extended by the duration of the interruption of operations caused by the repair work.

  7. Any modifications or repair work carried out improperly by the customer or third parties without our prior approval shall invalidate any liability for the resulting consequences.

  8. Further claims of the customer, in particular a claim for compensation for damages of any kind, including those caused by delayed rectification, are excluded to the extent permitted by law. Excluded from this is the right of the customer to withdraw from the contract in accordance with Section IX. of these terms and conditions.

VIII. Liability for secondary obligations

If, due to our fault, the delivered item cannot be used by the customer in accordance with the contract as a result of omitted or missing execution of suggestions and advice before or after conclusion of the contract as well as other contractual ancillary obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of sections VII. and IX. shall apply accordingly to the exclusion of further claims by the customer.

IX. Right of the customer to withdraw

  1. The customer may withdraw from the contract if the entire performance becomes definitively impossible for us before the transfer of risk. The same shall apply in the event of our inability to perform. The customer may also withdraw from the contract if, in the case of an order for similar items, the execution of part of the delivery becomes impossible in terms of quantity and the customer has a justified interest in refusing a partial delivery; if this is not the case, the customer may reduce the consideration accordingly.

  2. If there is a delay in performance within the meaning of Section IV. of the Terms and Conditions of Delivery and the customer grants us a reasonable grace period with the express declaration that he will refuse to accept the performance after expiry of this period, and if the grace period is not complied with, the customer shall be entitled to withdraw from the contract. Further claims are excluded.

  3. If the impossibility occurs during the delay in acceptance or through the fault of the customer, the latter shall remain obliged to provide consideration.

  4. The customer shall also have a right of withdrawal if we allow a reasonable period of grace granted to us for the repair or replacement delivery with regard to a defect for which we are responsible within the meaning of the terms of delivery to elapse fruitlessly through our fault. The customer shall also have the right to withdraw from the contract if it is impossible or impossible for us to repair or replace the goods.

  5. To the extent permitted by law, all other further claims of the customer, in particular for rescission, termination or reduction as well as for compensation for damage that has not occurred to the delivery item itself, are excluded.

X. Right of the supplier to withdraw

In the event of unforeseen events within the meaning of Section IV. of the Terms and Conditions of Delivery, insofar as they significantly change the economic significance or the content of the service or have a significant impact on our operations, and in the event of subsequent impossibility of performance, the contract shall be adjusted accordingly. If this is not economically justifiable, we shall be entitled to withdraw from the contract in whole or in part. The customer shall not be entitled to claim damages due to such a withdrawal. If we make use of our right of withdrawal, we must inform the customer immediately after recognizing the consequences of the event, even if an extension was initially agreed with the customer.

XI. Place of jurisdiction

The exclusive place of jurisdiction for all disputes arising from this contractual relationship shall be Spaichingen, insofar as the agreement of an exclusive place of jurisdiction is permissible.

XII. Binding nature of the contract

The contract shall remain binding even if individual points are invalid. German law shall be exclusively authoritative for the interpretation.