Terms and Conditions (AGB)
Clause 1: General
The provisions set out below shall exclusively apply to all our offers, sales and deliveries. By placing an order, the customer fully accepts those provisions. Any deviating provisions shall only be valid if specially agreed upon and confirmed by us in writing. Changes to individual provisions shall not affect the remaining provisions. Purchaser's acknowledgments containing references to the applicability of Purchaser's Terms and Conditions are hereby contradicted. Any rights and obligations resulting from the sales contract must not be transferred to others without our express consent. In the absence of any agreement to the contrary, the present General Terms and Conditions shall apply to any and all present and future business, even if no specific reference is made to them when an individual order is placed under an existing business relationship.
Clause 2: Offers
Even if not specifically agreed upon, offers shall always be non-binding.
Clause 3: Orders
Orders shall be deemed accepted only if confirmed by us in writing.
Clause 4: Prices
Our prices will be quoted in € net of any applicable value-added tax. They shall be non-binding and apply from the place of delivery, excluding packaging, postage, freight, other shipping charges, insurance, customs duties and installation. Insofar as is permitted by law, we shall be entitled to raise prices in a reasonable manner, whenever increases in costs occur between the signing of the contract and delivery that affect wages, raw materials, freight, taxes, customs duties, levies or other charges or when provisions come into force that result in new expenses of this type. Prices will be calculated on the basis of the quantities recorded by us.
Clause 5: Delivery
We reserve the right to individually agree the delivery time for each order. Should dispatch prove impossible with no fault of ours, the delivery time shall be deemed observed when readiness for dispatch is notified in due time. Partial deliveries must not be rejected by Purchaser. Any obligation for the observance of agreed delivery times can be assumed only on the condition that the manufacturing process runs undisturbed. The effects of force majeure, operational breakdowns, strike, lockout, interference by authorities, lack of raw and auxiliary material at the time of manufacturing, as well as other unforeseen circumstances occurring at our plants or at our suppliers shall entitle us to withdraw from supply obligations in whole or in part. Non-observance of agreed delivery times shall not entitle Purchaser to claim any damages or to cancel any order. We shall have the right, without being obligated to do so, to effect a later delivery of the quantity of goods not delivered. Any claims for damage on grounds of non-performance or delayed performance shall be excluded. Risk shall pass to Purchaser when the goods leave the manufacturing facility or readiness for dispatch is notified. In the absence of any specific instructions, we shall choose the route or means of transportation at our own discretion without any liability for the cheapest and quickest method of transportation. Shipment shall always be at Purchaser's risk, even in the event of postage paid delivery or reservation of ownership. Unless otherwise agreed upon, packaging shall be at our discretion.
Clause 6: Complaints
Unless voided by our Terms and Conditions of Sale, complaints concerning the weight, quantity, quality or features of the goods can only be taken into consideration if they are brought to our attention in writing immediately after such defects are detected, but no later than one week after the goods arrived at the receiving location. Any defects, which despite careful inspection cannot be detected within this period of time, shall be reported in writing immediately after their detection.
Clause 7: Warranty
We warrant our products to be free from defects in workmanship and material. The period within which Purchaser may lodge claims relating to defects shall be limited to one year. This shall not apply to users' claims arising from defects or claims for damages on grounds of injury to life, body or health and/or claims resulting from any damage caused by us in a grossly negligent or willful manner.
The warranty shall commence upon delivery to the customer. We shall not be liable for damage resulting from the following causes: Inappropriate or improper use and/or storage; incorrect installation and/or start-up by Purchaser or third parties; natural wear and tear, particularly when it comes to parts liable to wear prematurely as a result of their physical characteristics and their specific use; incorrect and negligent treatment; excessive strain; as well as influences incompatible with the intended use or other factors. The warranty shall be voided if the seal affixed to the product is broken. In the event of warranty, we shall be obligated to replace free of charge any defective unit or defective parts by a suitable unit or by suitable parts. If we so request, the parts complained about shall be returned to us postage paid. Purchaser may repair defects only with our consent. We shall not assume any liability whatsoever for repair work performed by Purchaser or third parties without our permission. Our warranty does not cover consumables or parts liable to wear prematurely as a result of their physical characteristics and their specific use. Warranty claims to Seller may be made by the direct purchaser only and shall not be assignable. The preceding paragraphs contain all the warranties for the products and exclude any other warranty claims of any kind.
Clause 8: Technical Advice on Product Use and Reservation of Changes
Purchaser shall be exclusively responsible for the application, use and further processing of the goods delivered. The technical advice provided by Seller orally and in writing shall only be understood as recommendations and/or non-binding suggestions, also with respect to property rights that any third party may have, and shall not release Purchaser from his obligation to verify on his own the concrete suitability of the products for the intended processes and purposes. We reserve the right to make changes to the technical design. For example, this shall apply to explosion protection, UL, CSA, DVGW, Germanischer Lloyd, Norske Veritas and others. The availability of desired or required approvals should to be ascertained through a request to be made to Seller prior to the placement of any order.
Clause 9: Reservation of Ownership
Ownership shall not pass to Purchaser until he has settled all his liabilities incurred under the existing business relationship. The reservation of ownership shall not lapse when the goods or parts thereof are installed in any other object. Rather, a pro-rata co-ownership share in the new object shall be deemed agreed upon. Purchaser shall be entitled, in the ordinary course of business, to process further or resell the goods delivered under reservation of ownership. On the other hand, he must not pledge the goods or assign them as security. In the event of any resale or further processing, Purchaser shall, already at this time, cede to us any and all claims arising from the resale, including any ancillary rights against any third-party debtor, up to the amount invoiced, with authorization for pro-rata collection of the receivables. Should Purchaser collect the assigned claim himself, he shall do so in a fiduciary capacity only. The proceeds collected for us shall be passed on to us immediately. If we so request, Purchaser shall advise any second buyer of such assignment and provide us with the information required for the assertion of our rights against the second buyer. Purchaser shall notify us without delay whenever our rights are pledged or impaired by any third party. Should the second buyer fail to pay in cash immediately, Purchaser shall retain extended ownership for us.
Clause 10: Payment
Payments net of any deductions shall be made ex paying agent of Seller within 30 days of the date of invoice. However, the purchase price shall be due immediately if Purchaser gets into arrears with other payments to us or if we receive knowledge of Purchaser's uncertain financial situation as a result of the institution of insolvency proceedings, an in-court or out-of-court application for composition proceedings, levy of execution or loss of a guarantor or other events specified in Section 321 of the German Civil Code (BGB). If the latter is the case, we shall be entitled to effect outstanding deliveries only against payment in advance or to withdraw from the contract. If several accounts due are outstanding, incoming payments shall always be applied to the oldest outstanding balance regardless of what Purchaser may have stated. A default in payment shall be deemed to have occurred if the 30-day payment period is exceeded, without any prior reminder sent. In the event of any counterclaim, Purchaser shall not be entitled to retain payments or offset them against such counterclaim.
Clause 11: Drawings and Other Records
Drawing, records and designs, even in digital form, shall not be disclosed by the recipient to any third party. Violations shall entail compulsory payment of damages. Any drawings or records provided together with offers shall be returned without delay by the receiving party if no order is placed.
Clause 12: Limitation of Liability
Claims for damages, e.g., from positive breach of an obligation, from culpa in contrahendo and from unlawful acts, shall be excluded both against us and our assistants and/or vicarious agents, unless such claims pertain to intentional acts.
Clause 13: Governing Law, Place of Jurisdiction and Severability
German law shall apply to the present General Terms and Conditions, as well as to all and any legal relationships between Seller and Purchaser. To the extent permitted by law, Erfurt shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Erfurt shall be the place of performance for delivery and payment. Should any provision contained in the present General Terms and Conditions or any provision laid down in other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby.
Status: December 1, 2016