General Terms of Sale, Delivery and Payment

§1 Scope of Application

These general terms and conditions shall apply exclusively to deliveries, services and offers made by the Seller. They are also applicable to all future business relations, even if the parties have not expressly agreed upon them again. These terms and conditions are deemed accepted at the latest with the acceptance of the goods or the service. Counter-confirmations made by the Buyer with reference to its own terms and conditions of purchase are hereby rejected.
All agreements made between the Seller and the Buyer with regard to performance of this contract must be in writing.

§2 Offer and Entry into Contract

Offers made by the Seller are not binding and subject to confirmation. Declarations of acceptance and all orders require our confirmation in writing or by fax in order to be legally valid.
Drawings, illustrations, measurements, weights or other information provided are only binding if they are expressly agreed upon in writing.
The Seller's sales personnel are not authorized to accept any verbal collateral agreements or make any verbal assurances that go beyond the contents of the written contract.

§3 Pricing

Unless specified otherwise, the prices proposed by the Seller in its offer are binding for thirty days starting on the date of the offer. Relevant are the prices cited in the Seller's order confirmation plus the applicable statutory sales tax. Additional deliveries and services will be charged separately.
Unless specified otherwise, the prices include normal packaging but not carriage.

§4 Period of Delivery and Performance

Delivery dates or deadlines that may have been arranged as binding or without commitment must be made in writing for legal validity.
With regard to contractually binding dates and deadlines the Seller shall not be held liable for delays in deliveries and performance resulting from force majeure and other events which make impossible or significantly impede performance temporarily, for instance strike, lockout, official decrees, etc. even if they occur to the Seller's suppliers or their subcontractors. Such occurrences entitle the Seller to extend the performance and/or delivery date by the period of the disturbance plus an appropriate start-up period or to cancel the agreement either completely or partially for the part which has not been completed.
If the problem lasts longer than three months, the Buyer is entitled after setting a reasonable grace period to withdraw from the contract with regard to the part that had not been fulfilled. The Buyer shall not be authorized to claim any compensation for damages if the delivery period is extended or if the Seller is released from its obligation. The Seller may only plead the described circumstances if it has notified the Buyer immediately.
Should the Seller fail to meet contractually arranged dates and deadlines or is in default, the Buyer is entitled to compensation for damages resulting from delay in the amount of 1/2% for every completed week of delay, however no more than 5% of the invoiced amount of the deliveries and services affected by the delay. More extensive claims will not be granted, unless the delay is the result of at least gross negligence on part of the Seller.
The Seller is authorized to make partial deliveries and services at all times, unless the partial delivery or service is unreasonable for the Buyer.
The Seller's ability to comply with its delivery and service commitments presupposes the Buyer's punctual and proper fulfillment of its commitments.
Should the Buyer fail to accept the delivery or service, the Seller is entitled to seek compensation for damages incurred; in such case the risk of accidental deterioration or accidental loss is passed on to the Buyer.

§5 Passage of Risk

The risk is transferred to the Buyer as soon as the consignment is handed over to the person taking care of transport or when it leaves the Seller's warehouse for the purpose of shipment. If the shipment is delayed at the Buyer's request, the risk is passed on to the Buyer with the notice of readiness for shipment.

§6 Buyer's Rights due to Defects

The products are delivered free of manufacturing and material defects; the period for asserting warranty claims is one year after delivery of the products.
If the operating or maintenance instructions of the Seller are not complied with, or if the products have been modified, parts replaced or consumables used that do conform with the original specifications, claims with regard to product defects are not valid if the Buyer cannot disprove a corresponding substantiated claim that the problem was caused by one of the said circumstances.
The Buyer must inform the Seller's customer service department about defects in writing immediately, however no later than one week after receipt of the object of delivery. Defects that could not be identified within this period even after careful inspection have to be reported to the Seller in writing immediately after their discovery.
In case the Buyer reports that the products have a defect, the Seller may demand at its discretion and at its expense that:
- the defective part or device be sent back to the Seller for repair and then returned;
- the Buyer have the defective part or device available so that repairs can be carried out by a service technician sent by the Seller to the Buyer.
If the Buyer requests that the repairs be carried out at a location determined by the Buyer, the Seller may comply with this request, in such case the replaced parts will not be charged while the hours of work and travel expenses will be charged at the Seller's standard rates.
If the repairs are not successful after a reasonable period, the Buyer may at its discretion either demand a price reduction or withdraw from the contract.
Liability for normal wear and tear is not assumed.
Only the actual Buyer is entitled to claims against the Seller for defects; such claims are not transferable.

§7 Spare Parts

The Seller will supply spare parts at spare parts prices applicable at that time for a period of five years commencing with the delivery of the machine.

§8 Retention of Ownership

Until the Buyer fulfills all its obligations due to the Seller now or in the future (including any balance claims from the current account), the Seller is entitled to the following securities that it may release on request at its discretion so long as their value continues to exceed the claims by more than 20%.
The goods remain the property of the Seller. If the goods are processed or redesigned, this is regarded as done for the Seller as manufacturer, without any obligation occurring on its part however. Should the (co-) ownership of the Seller elapse as a result of combination, it is hereby agreed that the Buyer's right to (co-)ownership of the combined product is transferred to the Seller to an extent that corresponds to the amount of the invoice value of the goods. The Buyer shall hold the (co-)ownership of the Seller without legal consideration. Goods which the Seller is entitled to (co-)own are designated hereinafter as goods subject to retention of ownership.
The Buyer is entitled to process and sell the goods subject to retention of ownership as part of the normal course of business, unless the Buyer is in default. Pledging and assignment of the goods as security is not permitted. The Buyer hereby assigns to the Seller any claims (including any balance claims from the current account) resulting from the resale or any other legal grounds (insurance, unlawful act) relating to the goods subject to retention of ownership in full for the sake of collateral security. The Seller revocably authorizes the Buyer to collect in its name claims assigned to the Seller on the Seller's behalf. This authorization to collect may only be revoked if the Buyer fails to properly fulfill its obligations to pay.
In case of third party access to the goods subject to retention of ownership, in particular distraint, the Buyer must point out that the goods are owned by the Seller and shall inform the Seller immediately so that it can insist on its rights of ownership. If the third party is not in the position of reimbursing the Seller for court and private expenses occurring in this context, the Buyer shall be held liable.

§9 Payment

Unless specified otherwise, the Seller's invoices are due and payable ten (10) days after presentation of invoice without any discount.
The Seller is entitled to apply payments to its existing debts notwithstanding any provisions by the Buyer to the contrary and will inform the Buyer about the type of set-off. If costs and interests have already been incurred, the Seller is entitled to apply the payment first to the costs, and then the interests and finally the main performance.
Payment is only deemed made if the Buyer has the amount at its disposal. In case of checks, payment is deemed made only after the check is cased.
Should the Buyer default, the Seller is entitled to demand interests as flat-rate compensation in damages in the amount of eight percent over the base interest rate starting on the day the Buyer is in default. The flat-rate compensation may be reduced if the Buyer can prove that damages are less. The Seller is entitled to prove more extensive damages.
Should the Seller become aware of circumstances that adversely affect the Buyer's credit standing, especially a check could not be redeemed or payment is stopped or if the Seller becomes aware of other circumstances that make the Buyer's credit standing questionable, the Seller is authorized to demand payment of the remaining balance due even if it has accepted checks. In such cases the Seller is also entitled to demand advance payments or provision of collateral security.
The Buyer is only authorized to set off, exercise right of retention or reduce purchase price, even if complaints or counterclaims have been filed, if the counterclaims have become final or are uncontested. The Buyer is entitled to exercise a right of retention due to counterclaims involving the same contractual relation.

§10 Design Modifications

The Seller reserves the right to modify the design at any time; it is however not obligated to make such modifications to the products that have already been delivered.

§11 Patents

The Seller indemnifies the Buyer and its customer against claims of breach of copyrights, trademarks or patents, unless the design for the object of delivery comes from the Buyer. The Seller's indemnification obligation is limited as regards the amount to the foreseeable damages.
Additional condition for indemnification is that the Seller is responsible for handling the lawsuits and that the claimed infringement of a right is based exclusively on the design of the Seller's object of delivery without combination or use with other products.
The Seller reserves the right at its discretion to exempt itself from the obligations accepted in Clause 1 by either
- obtaining the necessary licenses with regard to the patents allegedly infringed,
  or
- providing the Buyer with a modified object of delivery or parts thereof that eliminate the infringement allegation regarding the object of delivery in case of exchange against the infringing object of delivery or part thereof.

§12 Secrecy

Unless expressly agreed otherwise in writing, the information provided to the Seller in connection with the orders is not confidential.

§13 Liability

No claims for compensation of damages may be asserted regardless of the type of violation of duties, including unlawful acts, unless there is a case of intent or gross negligence.
If significant contractual obligations are violated, the Seller is liable for each case of negligence, however, limited to the extent of the foreseeable damage. Claims for lost profits, reduced expenses, or other direct and consequential damages or claims arising from third party claims for damages may not be asserted, unless a characteristic feature warranted by the Seller is specifically aimed to protect the Buyer against such damages.
The liability limitations and exclusions in Clauses 1 and 2 do not apply to claims that are the result of malicious behavior on part of the Seller, to liability for warranted characteristics, to claims based on Germany's Product Liability Act (ProdHaftG) or damages resulting from life-endangering injuries, bodily harm or risk to one's health.
Insofar as the Seller's liability is excluded or limited, this shall also apply to the Seller's employees, staff, representatives and assistants.

§14 Applicable Law, Jurisdiction and Severability

These terms and conditions and the entire legal relations between the Seller and the Buyer are governed by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) has no applicability.
If the Buyer is a businessperson, a legal entity of public law or a public special assets, (LOCATION) is the exclusive competent court for all disputes arising directly or indirectly from the contractual relation.
Should any individual provision or any part of any provision hereof or a provision within the framework of other agreements be or become void or invalid, the validity of the remaining provisions or agreements shall in no way be affected.