General Terms of Sale
1. An entity acting in a commercial or self-employed occupational position at the time of contract conclusion (merchant);
2. Legal entities under public law or a special fund under public law.
1. All deliveries and services are subject to these Terms or to separate conditions possibly agreed. Deviating purchasing terms
of the Buyer do not become part of the Contract as a result of order acceptance.
In the absence of an agreement to the contrary, the Contract is concluded after the order confirmation by the Supplier.
2. The Supplier retains the property and copyrights to all samples, estimates, drawings and similar information of
both physical and non-physical kind including in electronic form; they may not be made available to a third party.
The Supplier undertakes to make available to a third party information and records designated as confidential by the Buyer
only with the latter’s consent.
II. Price and Payment
1. In the absence of a separate agreement, prices are valid ex works including loading at the factory but
excluding packing and unloading. Value-added tax in the current statutory amount must be added to the prices.
For order totals of less than € 500 before tax, a handling fee of € 25 is charged.
2. Payment must be made by the contractually agreed payment term. The payment term starts as of the date of invoice.
The receipt of payment by the Supplier is relevant for the observation of the payment term. In case of late payment, the
Buyer must pay late-payment interest of 8 % above the basic interest rate.
3. The Buyer is entitled to withhold payments only when and to the extent that his counterclaims are
undisputed or have been declared legally final.
4. The right of the Buyer to offset under other agreements may be invoked only when his counterclaims
are undisputed or declared with legal finality.
III. Delivery Times and Delays
1. Delivery times are a function of the agreement between the Contract Parties. Their observation by the Supplier
assumes that all commercial and technical questions have been clarified between the Contract Parties and that the
Buyer has met all obligations incumbent on him such as the submission of any official certifications or permits
required or made an advance payment. When this is not the case, the delivery date shall be adequately extended.
This does not apply when the delay is attributable to the Supplier.
2. The observation of a delivery term is subject to the proviso of correct and timely delivery by subsuppliers
of the Supplier. Imminent delays will be notified by the Supplier as soon as possible.
3. A delivery term is considered met when the shipment has left the plant of the Supplier or shipping readiness
has been notified prior to its expiry. Where an acceptance is required, the acceptance date is relevant – except in
the case of justified refusal of acceptance – or alternatively, a report of acceptance readiness.
4. If the dispatch or acceptance of a shipment is delayed for reasons attributable to the Buyer, the costs resulting
from the delay will be charged to the latter starting one month from the report of shipping or acceptance readiness.
5. If the non-observation of a delivery term is the result of force majeure, labour unrest or other events beyond the
control of the Supplier, the delivery term shall be adequately extended. The Supplier will inform the Buyer of the start and
end of such circumstances as early as possible.
6. The Buyer is entitled to withdraw from the Contract without notice if the order can no longer be shipped by the
Supplier in its entirety before the transfer of the risk. The Buyer may moreover withdraw from the Contract when the shipment
of a part of the delivery is no longer possible or if he can demonstrate a legitimate interest in refusing a partial shipment.
When this is not the case, the Buyer must pay the contractual price for the partial shipment. The same applies in the event
of an incapacity of the Supplier. In all other matters, Subsection VII.2 shall apply.
If the impossibility or incapacity occurs during late acceptance or if the Buyer is solely or mainly responsible for these circumstances,
he remains obligated to render the counterperformance.
7. If the Supplier is in arrears and if this results in a loss to the Buyer, the latter is entitled to demand a
flat-rate late delivery penalty. It shall be 0.5 % for every full week of delay but no more than
5 % of the value of the part of the total shipment which can no longer be used contractually
or in time as a result of the delay.
If the Buyer sets the Supplier an adequate grace period for performance taking the legally provided exceptions into account and
if this limit date is not observed, the Buyer is entitled to rescission within the limits of the statutory provisions. He
undertakes on demand of the Supplier to declare within a reasonable period whether the right of rescission will be
invoked or not.
Further claims out of late delivery shall be subject exclusively to Subsection VII.2 of these Terms.
IV. Transfer of Risk and Acceptance
1. The risk passes to the Buyer as soon as the shipment has left the factory, also in the case of partial shipments
or when the Supplier has also assumed other services such as shipping costs, delivery and assembly. An acceptance,
where required, is relevant for the transfer of the risk. It must be performed promptly at the date of acceptance or
alternatively after a report of acceptance readiness by the Supplier. The Buyer may not refuse acceptance on account of a
2. If shipment or acceptance is delayed or not performed due to circumstances beyond the control of the Supplier,
the risk passes to the Buyer on the day of the report of shipping or acceptance readiness. The Supplier undertakes to take
out insurance coverage for account of the Buyer when so requested by the latter.
3. Partial shipments are permitted as far as reasonable to the Buyer.
V. Reservation of Title
1. The Supplier retains ownership to the delivery object up to the receipt of all payments under the delivery contract including for any
additional ancillary services possibly rendered.
2. The Supplier is entitled to ensure the shipment for account of the Buyer against theft, breakage, fire, water and other damage except
when the Buyer can demonstrate to have concluded such insurance separately.
3. The Buyer may not sell, pledge as collateral or hand over as collateral the delivery object. In case of an attachment, confiscation
or other types of disposal by a third party, the Supplier must be informed thereof promptly.
4. In the case of non-contractual conduct of the Buyer, in particular of default, the Supplier is entitled to retrieve the shipment
after a notice and the Buyer is required to surrender it.
5. Due to the reservation of title, the Supplier may demand the surrender of the shipment only in the event of his withdrawal
from the Contract.
6. An application for the opening of insolvency proceedings entitles the Supplier to withdraw from the Contract and demand the
immediate surrender of the shipment.
VI. Defect Claims
Subject to Section VII, the Supplier is liable for physical and legal vices of the shipment as follows:
1. All parts found to be defective due to circumstances prior to the transfer of risk must either be repaired
or replaced by flawless products at the option of the Supplier. The detection of such defects must be promptly notified
to the Supplier in writing. Replaced parts become the property of the Supplier.
2. To undertake repairs or to make a substitute delivery which the Supplier believes are required, the Buyer must
give the Supplier the required time and opportunity; otherwise, the Supplier is exempted from liability for the resulting
consequences. The Buyer has the right to have the defect repaired himself or by a third party and to demand the reimbursement
of the resulting expenses from the Supplier only in urgent cases of a risk to operating safety or to avert disproportional
damage whereby the Supplier must be notified thereof promptly.
3. The Supplier shall bear all direct costs of a repair or substitute delivery including the shipping costs if the claim
is found to be warranted. He shall furthermore bear the costs for the disassembly and reinstallation and the wages of
possibly required assemblers and auxiliaries including their travel expenses provided that this does not constitute an
unreasonable charge on the Supplier.
4. The Buyer has the right to withdraw from the Contract within the limits of the statutory provisions
if the Supplier allows an adequate grace period for the repair or replacement delivery due to a physical defect
to pass without result, with due allowance being made for any exceptions granted by law. When the defect is only minor,
the Buyer only has a right to a reduction of the contractual price. In all other case, the right to a reduction of the
contractual price shall be excluded.
5. Further claims are subject to the provisions in Section VII.2.
6. No liability is assumed in the following cases:
Inadequate or improper use, faulty assembly or start-up by the Buyer or third party, natural wear, defective or negligent
treatment, improper maintenance, unsuitable operating media, faulty construction works, unsuitable building ground,
adverse chemical, electrochemical or electrical factors except where these are attributable to the Supplier.
7. If the Buyer or a third party performs repairs improperly, the Supplier assumes no liability for the resulting
consequences. The same applies to modifications of the delivery object made without the prior consent of the Supplier.
8. If the use of the delivery object results in a breach of commercial patents or copyrights in Germany, the Supplier
must in principle obtain at his expense for the Buyer the right of subsequent use or modify the delivery object in a way
acceptable to the Buyer so that the breach of the patent no longer occurs.
When this is not possible at economically viable conditions or within a reasonable period of time, the Buyer is entitled to
withdraw from the Contract. Under these conditions, the Supplier likewise has the right to withdraw from the Contract.
In addition, the Supplier shall keep the Buyer harmless from claims asserted by the patent holders in question when these are
undisputed or declared legally final.
9. In the event of a patent or copyright violation, the obligations of the Supplier quoted in Section VI.8 are
final subject to Section VII.2.
They are valid only if
– the Buyer has promptly informed
the Supplier of any patent or
copyright violations asserted,
– the Buyer has supported the
Supplier to a reasonable extent
with the defence against any
claims asserted or allows the
Supplier to carry
out the modifications as per
– the Supplier is entitled to take
any countermeasures including
– title defect does not result from
an instruction of the Buyer and
– the violation was not caused in
that the Buyer has modified the
delivery object without
authorization or has used it in
a non-contractual manner.
VII. Liability of Supplier and Liability Limitations
1. If the delivery object can no longer be used by the Buyer as contractually intended as a result of flawed suggestions
or advice supplied or culpably omitted by the Supplier before or after contract conclusion or due to a culpable violation of
other ancillary contractual obligations, in particular instructions for the operation and maintenance of the delivery object,
the provisions of Sections VI and VII.2 shall apply and other claims of the Buyer be excluded.
2. For any damage not suffered by the delivery object itself, the Supplier is liable – irrespective of the legal
reason – only in the event of
b) gross negligence of the holder,
his corporate agents or executives,
c) a culpable injury to health, life
d) maliciously concealed defects,
e) a guarantee undertaking
f) for defects of the delivery object
when liability is assumed under
the Product Liability Act for
property damage or personal injury
involving objects for use by the
For a culpable breach of material contract obligations, the Supplier is also liable in the case of premeditated or gross
negligence on part of his executives as well as for slight negligence, in the latter case limited to the contract-typical
and reasonably foreseeable damage.
Further claims are excluded.
VIII. Time-Barred Limit
All claims of the Buyer – irrespective of the legal reason – lapse within 12 months. Compensation claims and
Section VII.2 a–d and f shall be subject to the statutory limits. They also apply to defects in a building or to
products when used in a construction project in line with their customary purpose and having caused a defect in the latter.
IX. Use of Software
When software is part of the delivery, the Buyer is granted the non-exclusive right to use the supplied software
including its documentation. It is supplied for use with the delivery object in question. The use of the software on more
than one system is not allowed.
The Buyer may reproduce, reprocess, translate or reverse-engineer the software from object code to source code only
to the extent permitted by law (Sec 69 a ff. UrhG). The Buyer undertakes not to remove any manufacturing data, in
particular copyright notices, or to modify them without the prior explicit consent of the Supplier.
All other rights to the software and documentation including any copies remain with the Supplier or software supplier.
The granting of sublicenses is not permitted.
X. Applicable Law and Jurisdiction
1. All legal relationships between the Supplier and the Buyer shall be subject exclusively to the laws of the
Federal Republic of Germany governing the legal relations between domestic parties.
2. Place of jurisdiction is the court competent for the seat of the Supplier. The Supplier, however, is entitled
to start proceedings at the registered domicile of the Buyer.
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