Documents that are part of the quotation, such as illustrations, drawings, weight and size data, are only approximate unless explicitly stated as binding. We reserve all proprietary rights and copyright to quotations, drawings and other documentation. These may not be made available to third parties. We shall be obligated to ensure that plans which the purchaser marks as
II. Scope of delivery
Our written confirmation of the order shall determine the scope of delivery and agreement of delivery deadlines. In the event of our issuing a time-limited quotation which is accepted within the time stipulated, the quotation shall be binding provided that there is no order confirmation within that time frame. Guarantees of characteristics, supplementary agreements and modifications require our written confirmation. Design modifications to the delivery item in the course of technical developments are permissible. Items sold and delivered at the time of invoicing represent all the goods and services promised under the agreement and terms of the contract. There is no outstanding obligation to deliver any future product or services as part of this transaction. The warranty, however, related to the product delivered will stay enforced and effective.
III. Price and payment
In the absence of a separate agreement, prices apply ex works (EXW Incoterms 2010), including loading at works but excluding packaging. In the event of reductions to delivery times, rush surcharges (4 weeks - 40%, 3 weeks - 60%) shall be levied in accordance with Section IV. Prices are net and do not include VAT at the applicable legal rate.
The purchaser waives their withholding rights unless these arise from the same contractual relationship, and their right to offset against counterclaims unless these are undisputed or have been established by force of law.
Unless otherwise agreed, the seller’s invoices are payable without deduction 30 days after the invoice date.
Partial payments are only possible on prior written agreement. Payments shall be credited towards the oldest invoice, but first and foremost against costs and interest. Money orders, cheques and bills of exchange shall only be accepted as payment if they contain all collection and discount fees.
If the purchaser is in default of a payment, the seller is entitled to charge interest at a rate of 5% above the basic interest rate of the European Central Bank. For legal transactions not involving consumers, the interest rate for accounts receivable shall be 8% above the basic interest rate. The seller shall otherwise remain entitled to levy higher interest rates on other legal grounds. The right to assert further damages caused by the delay shall remain unaffected.
If the purchaser’s payments are overdue, the seller may, after expiry of a grace period, withdraw from the contract and claim for damages in lieu of delivery or reimbursement of futile expenses.
IV. Delivery time
The delivery deadline pepends on our offer, beginning with dispatch of the order confirmation, but not before the purchaser has provided the necessary documents, approvals and releases or before receipt of an agreed advance payment. The delivery deadline shall be considered as met if prior to the deadline the delivery item has left the factory or has been reported as ready for dispatch. The delivery deadline shall be reasonably extended in the event of action in the context of labour disputes, particularly strikes and lock-outs, and in the event of unforeseeable obstacles that are beyond our control, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the delivery item. The same shall apply if subcontractors experience these circumstances.
We shall not be held responsible for the abovementioned circumstances should they occur during an existing delay. We shall notify the purchaser of the start and end of such obstacles as soon as possible.
We shall endeavour to meet the given delivery deadline; however, the delivery deadline shall be non-binding. If the delivery deadline is not met and is exceeded by more than 4 weeks, the purchaser shall have the right to withdraw from the contract in the event of non-delivery after a further grace period of no less than 3 weeks. No other claims for damages due to delayed or non-delivery will be accepted.
If dispatch is postponed at the purchaser’s request, storage costs will be charged starting from one month after notice of readiness for dispatch was given. However, after specification and expiry of a reasonable grace period, we shall be entitled to otherwise dispose of the delivery item and to supply the purchaser within a reasonably extended timeframe.
Adherence to a delivery deadline shall require fulfilment of the purchaser’s contractual obligations.
V. Transfer of risk and receipt
If the purchaser is not a consumer, the risk of paying the purchase price shall be transferred to the purchaser on dispatch of the delivery items, even in the event of partial deliveries or if the supplier has taken on other services, e.g. shipping charges or delivery and installation. If, during shipping, the goods are damaged, lost or delayed by a commercial carrier, the purchaser must pay the purchase price and is referred to their rights against the carrier pursuant to § 421 I 2 of the German Commercial Code. At the purchaser’s request and at their expense, the supplier will insure the shipment against theft, breakage, transport damage, fire and water damage and other insurable risks.
If dispatch is delayed due to circumstances that can be attributed to the purchaser, the risk shall be transferred to the purchaser on the day the items become ready to ship; however, we shall be obliged to take out the insurance required by the purchaser, on their request and at their expense. Delivered items must be accepted by the purchaser even if slight defects are apparent, notwithstanding the rights set out in Section VII. Partial deliveries are permissible.
VI. Title retention
We retain the title to the delivered goods until complete payment of any receivables still due to us resulting from the business relationship, regardless of the legal basis.
The purchaser is entitled to process our products or connect them with other products in the course of their regular business. We will acquire joint ownership of property resulting from the processing or connection of products, as security to the receivables referred to in the first paragraph, which the purchaser shall immediately transfer to us. The purchaser shall hold the jointly owned items free of charge. Our share of joint ownership is determined by the ratio between the value of the product and the item created by processing or connection.
We grant the purchaser revocable reselling rights in the course of their normal business. This right lapses in the event of a suspension of payment. The purchaser shall immediately assign to us all receivables due to them from the resale, with subsidiary rights. The assigned receivables serve as security for all receivables according to the first paragraph. The purchaser shall be entitled to collect the assigned receivables as long as we have not revoked this authorisation. The authorisation for collection shall also lapse without explicit revocation if the purchaser stops their payment. At our request, the purchaser shall declare in writing to whom they sold the goods and what receivables arose from the sale, and present publicly certified documentation of the assignment of receivables.
The purchaser is not entitled to otherwise dispose of items/receivables to which we retain the title or joint ownership, or receivables assigned to us. The purchaser shall immediately inform us of seizure or other legal restrictions with respect to items belonging wholly or partly to us.
We are entitled to demand the return of goods belonging to us at any time if the purchaser’s payment is late or their financial situation significantly deteriorates. If we exercise this right, then, notwithstanding other mandatory statutory provisions, withdrawal from the contract shall only occur if we explicitly confirm this in writing.
The seller guarantees that the products are free from manufacturing and material defects. In the case of the sale of consumer goods, this warranty extends for 2 years. Outside of the sale of consumer goods, this warranty shall last for 1 year from delivery of the item. The purchaser’s rights are restricted to that of supplementary performance. In the event of failed supplementary performance, the purchaser may choose to reduce their order or withdraw from the contract. The seller reserves the right to choose to effect subsequent performance by rectifying the defect or supplying a faultless item. Replaced parts are the property of the seller. The seller may refuse supplementary performance if this is associated with disproportionate costs.
The purchaser is responsible for incoming goods inspection and must inform the seller in writing of any defects immediately, and no later than one week after receipt of the goods. The seller should be notified of defects which were not discovered within this time period despite careful inspection as soon as the purchaser becomes aware of these.
No liability is accepted for ordinary wear and tear, particularly for wearing parts. Wearing parts are parts with a normal lifespan shorter than the warranty period.
If shipping, installation or commissioning is delayed without fault on our part, liability shall lapse no later than 18 months after the transfer of risk. Our liability for essential third-party products is limited to the assignment of liability claims to which we are entitled against the supplier of the third-party product.
No responsibility is accepted for damages incurred by the purchaser for the following reasons: unsuitable or incorrect use; incorrect installation or commissioning by the purchaser or a third party; natural wear and tear; incorrect or negligent handling; unsuitable resources; alternative materials; chemical, electrochemical or electrical impact, unless these are attributable to a fault on our part.
The purchaser shall grant us, by agreement, the necessary time and opportunity to effect any repairs or replacements that we consider are reasonably required, otherwise we shall be released from liability for defects. Only in urgent cases where operational safety is compromised and to prevent disproportionately large damages (of which we shall be informed immediately) or if we delay in rectifying the defect, shall the purchaser have the right to arrange for rectification of the defect by themselves or a third party and to demand reimbursement from us for the resulting costs. Insofar as the complaint is found to be justified, we will pay costs arising directly from repair or replacement delivery, the cost of the replacement goods including shipping (haulier, parcel service or similar inexpensive method). All other costs shall be borne by the purchaser.
The guarantee period for replacement parts or repaired work is three months, but no less than the end of the original guarantee period for the delivery item. The period of liability for delivery item defects shall be extended by the duration of the service interruption caused by the rectification of said defects. We shall not be held liable for consequences arising from modifications or repair work improperly performed by the purchaser or a third party without our prior consent.
The seller accepts no liability for damage other than personal injury arising as a result of negligent breach of duty on the part of the seller or their legal representative or agents. This non-liability does not apply in the absence of explicitly guaranteed characteristics if the object of this guarantee was to protect the purchaser against any losses not deriving from the delivery item itself. At the current level of technology, despite painstaking efforts, it is not possible to create flawless software in all combinations and application situations. We therefore cannot guarantee particular programme features. We strive to significantly reduce risks through prior field tests with the purchaser.
The same shall apply insofar as the purchaser is unable to use the delivery item in the agreed manner due to fault on the part of the seller resulting from omission or incorrect execution of suggestions or advice provided before or after the contract was signed or other secondary contractual duties (especially instructions for operating and servicing the delivery item). Otherwise the provisions in Sections VII, IX and X shall apply, to the exclusion of any and all other claims by the purchaser.
IX. Purchaser’s right to withdraw
The purchaser may withdraw from the contract if performance becomes impossible before the transference of risk. The same shall apply to our inability to perform. Should performance be delayed as defined in Section IV of these delivery terms and conditions, and the purchaser grants us a reasonable extension, they are entitled to withdraw after expiry of this extension. If the impossibility arises during a delay in acceptance or through the purchaser’s fault, they shall remain obligated to make payment. The purchaser shall be further entitled to withdraw if the seller does not meet a grace period granted to us for repair or replacement delivery concerning a defect for which we are responsible under these terms and conditions. The purchaser’s right to withdraw shall remain in the event that it is impossible or we are unable to effect repair or replacement.
X. Seller’s right to withdraw
In the event of unforeseeable events as defined in Section IV of these delivery terms and conditions, insofar as they substantially alter the economic significance or the content of the services or significantly affect the seller’s business, and in the event of subsequently emerging impossibility of execution, the contract shall be adapted accordingly. Where this is not economically reasonable, we shall have the right to partially or fully withdraw from the contract.
The purchaser shall have no right to claim compensation from such a withdrawal. Should we wish to exercise this right to withdrawal, we shall inform the purchaser immediately upon realising the consequences of the event, including where an extension of the delivery deadline was first agreed with the purchaser.
In all disputes arising from this contractual relationship, if the purchaser is a registered trader, legal entity under public law, or a special asset under public law, complaints should be lodged at the court under whose jurisdiction our headquarters stands (Neustadt/Saxony). We are also entitled to lodge a complaint at the purchaser’s headquarters. If any provision in these terms and conditions is held to be null and void, the legal validity of the remaining provisions shall remain unaffected.
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