Terms and Conditions of Business and Delivery

1. Exclusive Applicability

The purchaser’s terms and conditions of purchase are hereby categorically rejected; they do not bind us, even if we do not expressly object to them in individual cases. Terms and conditions that deviate from our Terms and Conditions of Business and Delivery shall apply only if we have expressly confirmed them in writing. All of our deliveries and services are based on these Terms and Conditions of Business and Delivery. Changes and/or additions are effective only if we have confirmed them in writing.

2. Offer

Offers are subject to change. Contracts and agreements become binding for us only upon our written confirmation. The information, drawings, illustrations, technical data, and descriptions of weight, dimensions, and performance contained in brochures, catalogs, newsletters, advertisements, price lists, or in the documents accompanying the offer are non-binding unless they are expressly designated as binding in the order confirmation. We reserve the right to make changes in the interest of technical advancement. We reserve ownership and copyright to these documents. Drawings and, in particular, structural documents must be returned upon request. Samples and specimens are considered approximate illustrations of quality, dimensions, and color.

3. Conclusion of the Contract

The processing of all orders placed with us is always based on our order confirmation, unless otherwise agreed in writing in individual cases. Side agreements and amendments are binding on us only to the extent that we have confirmed them in writing. Acceptance of orders presupposes the purchaser’s creditworthiness. Our order confirmations are exclusively decisive for the nature and scope of our obligations. This also applies in the event of a reference to the purchase order. We reserve the right to make minor changes to design, materials, color, and shape—which are reasonable for the purchaser—until delivery. If, after the conclusion of the contract, it comes to our attention that the purchaser is in an unfavorable financial situation—in particular, if bankruptcy or composition proceedings have been opened or are pending against the purchaser’s assets—we may demand advance payment of the invoice amount or withdraw from the contract, offsetting the services we have already rendered.

4. Prices

All prices are based on today’s production costs. A calculation error entitles the customer to contest the contract. All prices quoted are ex-works, plus the applicable value-added tax.

5. Terms of Payment

The terms of payment listed in the offer or order confirmation apply. If no terms of payment are explicitly listed in the offer or order confirmation, payment in full must generally be made prior to delivery of the goods. The purchaser is not entitled to a right of retention beyond that provided for in § 320 of the German Civil Code (BGB). Set-offs are permitted only against undisputed or legally established counterclaims. In the event of late payment, interest at a rate of 3% above the respective discount rate of the Deutsche Bundesbank, but at least 8% per annum, shall be due, without prejudice to our right to assert further claims. Failure to comply with the terms of payment or circumstances that are likely to impair the purchaser’s creditworthiness shall result in our claims becoming due immediately. They also entitle us to perform any outstanding services only against advance payment or the provision of security, as well as to withdraw from the order after a reasonable grace period and to claim damages in the amount of lost profits due to non-performance, without prejudice to our right to take back the goods at the purchaser’s expense. For cash sales, the purchase price is payable immediately upon receipt of the goods, without any deductions. Credit sales require a prior agreement. In cases where credit is granted, invoices are generally due 10 days after the invoice date, without any deductions, unless a different due date is specified on the invoice. A discount will be granted only if the buyer’s account has no other outstanding invoice amounts. Only the value of the goods, excluding freight, is eligible for a discount. The seller’s invoices are deemed accepted unless a written objection is raised within 10 days. The seller will inform the buyer of this with each invoice.

6. Retention of Title

We reserve title to the delivered goods until full payment has been made of all claims to which we are entitled and that may arise from our business relationship with the purchaser, regardless of the legal basis. The inclusion of individual claims in a running account, as well as the offsetting and acknowledgment thereof, do not affect the retention of title. The customer is entitled, at any time and subject to revocation, to resell the goods delivered by us within the scope of its ordinary business operations. The customer is prohibited from pledging the goods or transferring them as security. The customer must notify us immediately prior to any attachment or any other impairment of our rights. The purchaser hereby assigns to us, as of now, all claims arising from the resale of the goods we have delivered, together with all ancillary and dispositive rights. We hereby accept this assignment. The purchaser is entitled and obligated to collect the claims assigned to us as long as we have not revoked this authorization. The authorization to collect expires even without express revocation if and as soon as the purchaser fails to fulfill its obligations to us or if it becomes insolvent. Upon request, the purchaser must immediately notify us in writing of the parties to whom it has sold the goods and the claims to which it is entitled arising from such sale. Furthermore, the purchaser must provide us with the documents necessary for the enforcement of the claims assigned to us (in particular, the customer list, etc.). We are entitled to notify the purchaser’s customers of the assignment of the purchaser’s claims to us and to collect the claims. If the purchaser defaults on its payment obligations to us, if there is a material deterioration in its financial circumstances, or if it breaches other contractual obligations, the entire remaining debt shall become due immediately. In such cases, without prejudice to our other rights and while maintaining the contract, we are entitled to demand the return of the goods and to collect them. The purchaser has no right of possession. We undertake to transfer or reassign to the purchaser, at the purchaser’s request, the ownership of the goods and of any claims assigned to us, if and to the extent that their value exceeds the total value of the claims due to us (including any interest and incidental costs) by 20%. If goods subject to retention of title are processed by the buyer into a new movable item, such processing shall be carried out on behalf of the seller without imposing any obligations on the seller; the new item shall become the property of the seller. If processed together with goods not belonging to the seller, the seller shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the other goods at the time of processing. If goods subject to retention of title are combined, mixed, or blended with goods not belonging to the seller in accordance with Sections 947–948 of the German Civil Code (BGB), the seller becomes a co-owner in accordance with the statutory provisions. If the buyer acquires sole ownership through combination, mixing, or blending, the buyer hereby transfers to the seller co-ownership in proportion to the value of the goods subject to retention of title relative to the other goods at the time of the combination, mixing, or blending. In such cases, the buyer must store the item owned or co-owned by the seller—which is also considered goods subject to retention of title within the meaning of the following provisions—free of charge. If goods subject to retention of title are incorporated by the buyer as an essential component into the real property of a third party, the buyer hereby assigns to the seller any claims for payment arising against the third party or any other party concerned, in the amount of the value of the goods subject to retention of title, together with all ancillary rights, including the right to the establishment of a security mortgage with priority over all other claims, and the seller hereby accepts such assignment. If goods subject to retention of title are incorporated by the buyer as an integral part into the buyer’s real property, the buyer hereby assigns any claims arising from the commercial sale of the real property or of rights in real property in an amount equal to the value of the goods subject to retention of title, together with all ancillary rights, and with priority over all other claims; the seller hereby accepts such assignment. The right to resell shall expire upon suspension of payments, the filing of or the opening of bankruptcy proceedings, or the initiation of judicial or extrajudicial composition proceedings.

7. Delivery Times

Events of force majeure and operational disruptions—whether caused by strikes, material shortages, machine breakdowns, power outages, delayed or insufficient railcar availability, or other causes—release us from the obligation to meet delivery deadlines or dates on time. Delivery periods shall not commence until all details of the order have been fully clarified and the purchaser has provided any necessary documentation. The agreed-upon delivery period or delivery date shall therefore be extended—without prejudice to our rights arising from the purchaser’s default—by the period during which the purchaser is in default of its relevant obligations, plus a reasonable lead time. The purchaser may not reject partial deliveries. The foregoing also applies if fixed delivery periods or dates have been agreed upon. Verifiable claims for damages due to delayed delivery may only be asserted after proper notice of default has been given by means of a written reminder and a four-week written grace period. Compliance with the agreed-upon delivery periods or dates is contingent upon the purchaser having fulfilled its contractual obligations. If shipment is delayed at the purchaser’s request or for other reasons for which the purchaser is responsible, we are entitled to charge the purchaser the costs incurred for storage at the shipping plant, but at least 0.5% of the agreed-upon gross price for each month. We reserve the right to assert further claims for damages. We are entitled, after setting and allowing a reasonable deadline to expire without result, to dispose of the delivery item as we see fit and to deliver to the customer within a timeframe appropriate to the circumstances. Agreed delivery periods and dates shall be extended appropriately if details of the order have not been clarified or are changed by the customer, as well as in the event of labor disputes and the occurrence of obstacles beyond our control, regardless of whether they arise at the shipping plant or at our suppliers. We shall not be held responsible for the aforementioned circumstances even if they arise during a period of delay that has already begun. Delivery periods are subject to correct and timely supply to us. The place of performance for deliveries by the seller is the shipping plant. Upon delivery, the risk passes to the buyer. Delivery shall be made to the agreed location. If instructions are changed, the buyer shall bear the costs. Delivery free to the buyer’s premises, warehouse, or construction site means delivery without unloading, provided that an access road suitable for heavy trucks is available. If the delivery vehicle leaves the accessible access road at the buyer’s instruction, the buyer shall be liable for any resulting damage. Unloading must be carried out promptly and properly by the buyer. Waiting times will be charged to the buyer.

8. Notice of Defects, Warranty, Liability

The obligations set forth in Sections 377 and 378 of the German Commercial Code (HGB) apply, with the proviso that a buyer who is a merchant within the meaning of the HGB must report all recognizable defects, and a buyer who is not a merchant must report all obvious defects, shortages, or incorrect deliveries within 5 business days of delivery, but in any case before processing or installation. Damage incurred during transport must be reported to the seller immediately and noted in writing on the waybill upon delivery to the carrier. If the buyer fails to do so, there is no claim for rectification or compensation in the event of transport damage. In the case of delivery by rail, by commercial local or long-distance freight vehicles, or by other modes of transport, the buyer must complete the necessary formalities with the carrier. Normal commercial breakage and shrinkage cannot be the subject of a complaint. In the event of a timely and justified complaint regarding defective goods within the meaning of Section 459(1) of the German Civil Code (BGB), the buyer is entitled to the statutory warranty rights, to the exclusion of claims for damages. Guaranteed characteristics within the meaning of Section 459(2) of the German Civil Code (BGB) must be expressly identified as a guarantee. A reference to DIN standards generally includes a more detailed description of the goods and does not constitute a representation by the seller, unless a representation has been expressly agreed upon. Claims for damages by the buyer arising from positive contractual. A reference to DIN standards generally includes a more detailed description of the goods and does not constitute a warranty by the seller, unless a warranty has been expressly agreed upon. Claims for damages by the buyer arising from positive breach of contract, fault during contract negotiations, or tort are excluded, unless they are based on willful misconduct or gross negligence on the part of the seller, a legal representative, or a vicarious agent. The warranty claim expires as soon as modifications or repairs are carried out by the purchaser or by third parties without our prior written consent. The warranty also does not cover defects caused by natural influences, force majeure, or improper use or handling. Furthermore, the warranty expires if necessary maintenance and follow-up work are not performed.

9. Damages

If the contract cannot be fulfilled for reasons attributable to the customer, we may claim damages in accordance with § 325 of the German Civil Code (BGB). In this case, we are entitled to claim damages for non-performance in the amount of 25% of the agreed gross price. If the ordered goods or parts thereof had already been produced at our plant at the time of the breach of contract, they shall be valued at their corresponding cost of production and an additional amount of damages for lost profits (25% of the gross price) shall be added. This total amount is then payable to us. The same applies to supplier parts that had already been ordered at that time.

10. Insurance

As a general rule, delivery is ex works. In this case, and when the buyer picks up the goods in person, the goods are not covered by cargo insurance. Even if delivery free on the door is part of the contract, the delivery is not covered by cargo insurance on our part. In any case, the buyer is responsible for obtaining cargo insurance on their own.

11. Severability Clause

If any provision in these Terms and Conditions of Delivery or any provision under other agreements is or becomes invalid, this shall not affect the validity of all other provisions or agreements.

12. Place of Performance and Jurisdiction

The place of performance for all rights and obligations is Schlüchtern, Hesse. All agreements are governed by German law; the venue for all disputes arising from any agreement is Gelnhausen, Hesse.

13. Special Terms and Conditions

All verbal and telephone statements, as well as any statements made by our sales representatives and agents that deviate from the agreements set forth above, require our written confirmation to be valid.