Terms and Conditions

1 Introduction

1.1 The following conditions apply to all our deliveries and services to customers, and are provided solely based on our terms and conditions statements. These are valid in particular for all future businesses with our customers, even in case they are not explicitly negotiated again. The conditions shall be deemed to have been accepted at the latest at reception of goods or services. Customers' conflicting business terms and conditions, delivery or payment conditions are excluded, even when we do not explicitly contradict. Contractual partner's confirmations to the contrary referring to his business- or conditions of purchase are herewith rejected.

1.2 Deviations from these terms and conditions are only valid if they are confirmed by us in writing.

1.3 Contracts with us are concluded at first with our consignment in writing or by cable. The same applies to agreements made by phone or verbally, as well as for amendments, changes or collateral agreements. We reserve the right, especially in case of urgent cases, to accept orders directed to us, silently, by direct performance.

1.4 We reserve the right for construction and form changes, as long as the item to be delivered is not altered in a way which would make it no longer acceptable for the customer, and the changes are caused by technological evolution or feature changes initiated by us or our suppliers. The right for deviations over provided samples and materials is reserved.

2 Prices

2.1 Prices agreed with us are valid when and as far as the agreed deliveries and services are performed at the longest of three months. Decisive are the prices stated in our order confirmation; prices are 'ex works' and excluding packaging.

2.2 Our prices are quoted exclusive of currently applicable legal value-added tax, if it is a domestic delivery (Germany).

2.3 If the customer is more than 30 days behind schedule with the payment then we are entitled to declare all debits from the business relationship with the customer to be immediately due, including committed deferment and instalment payment agreements, in order to recover the total claim. We reserve the right to withhold additional pending services. Binding delivery deadlines in the scope of the total business relationship expire.

3 Reservation of Ownership

3.1 We reserve ownership of delivered items until receipt of all payments from the business relationship with the client. In case of customer's behaviour being contrary to contract, especially with deferred payment, we reserve the right to take back the delivered items.

3.2 The customer has the right to process and sell the conditional goods in orderly business practices as long as he is not behind schedule. Hypothecations and chattel mortgages are not prohibited. The customer assigns the claim rising from resale or other invoice reason (insurance, prohibited action) related to the conditional goods already now to us by way of security. We accept this assignment and entitle him in a manner, which is revocable at any time, to collect the debits or claims assigned to us in his own name. Upon our demand, customer shall disclose the assignment and hand over all required information and documentation to us.

3.3 Customer shall notify us immediately in writing about seizures or other interventions from third parties, to enable us filing a suit in accordance with 771 ZPO. If the third party is unable to reimburse us for the judicial and extra-judicial cost of a suit in accordance with 771 ZPO then the customer shall be liable for the loss we incur.

3.4 Goods remain in our property. Workmanship or remodelling take place always for us as manufacturer, but without obligation for us. If our (co-)ownership expires by connection then it shall already be agreed that the (co-)ownership of our customer on the resulting item is transferred partially by value (invoice value) to us, the customer safeguards our (co-) ownership at no charge. Goods, where we are entitled for a (co-) ownership, are in the following named 'reserved goods'.

3.5 In case of customer behaviour contrary to contract - in particular delay of payment - we are entitled to take back the reserved goods at customer's cost, or request the assignment of customer's surrender claims to third parties to us. The retraction as well as the seizure of the reserved goods by us is - as far as the German Instalment Act (Abzahlungsgesetz) will not apply - not a resignation from the contract.

4 Delivery

4.1 Dates and deadlines mentioned by us are not binding, provided that nothing different was agreed specifically in writing. If we are hindered by higher force or unusual unpreventable incidents (such as strike, traffic disruption) to deliver in time, even if this occurs at our suppliers or their sub-suppliers, then agreed delivery dates and deadlines shall be adjusted appropriately. If the obstruction lasts more than three months then our client has the right to withdraw from the contract for the not yet fulfilled part after an appropriate grace period has been set.

4.2 The delivery deadline starts with clarification of all order details and applies to the completion in the factory. The fulfilment requires that our customer obeyed all agreed payment conditions.

4.3 Our delivery obligation is set under the proviso of correct and timely self-delivery by our suppliers, unless we are responsible for the non-delivery. The customer will be immediately informed about the service being not available. In this case we will reimburse for already rendered service in return.

4.4 As far as we are responsible for breach of committed dates and deadlines or being behind schedule, our customer it entitled for a delay compensation of half percent for each completed week of delay, but in total not more than 5 percent of the invoice value of the deliveries and services affected by the delay. Furthermore demands, in particular claims for damages of any kind, shall be excluded.

5 Transfer of Risk

The risk of accidental loss and/or of deterioration of the delivery item shall pass to the customer as soon as the shipment is handed over to the person in charge of executing the transport, in case of collection by the customer in our facilities at the time of loading, or otherwise when the shipment has left our warehouse for shipment. If shipment is impossible without us being responsible then the risk is transferred with notification to our customer that the shipment is ready.

6 Warranty

6.1 We guarantee our products are free from manufacturing and material defects. The warranty period for mechanical parts of products is one year, for electronic parts 90 days. The warranty period starts with the delivery date. Any warranty becomes obsolete if our operating or maintenance instructions are neglected, changes made to the products, parts replaced or consumable supplies used, which are not in compliance with the original specifications.

6.2 Our customer must notify us in writing about defects without delay, at least within one week after receipt of the delivered item. Defects, which cannot be identified within this deadline, even with thorough examination, must be reported immediately after discovery. In case of notification by our customer about products not being compliant with the warranty, we have the right to request at our option that

  1. the defective part or device be sent to us at prepaid freight, for repair and subsequent return
  2. our customer shall hold the defective part or device ready for one of our service technicians sent to him to carry out the repair.
If a customer requests the work for breach of warranty to be done at a place determined by him, we can comply with this demand, whereby the parts falling under warranty are not charged, while working time and travel expenses shall be paid at our standard rates.

6.3 Warranty does not apply to wearing parts, such as electric bulbs. Only our direct customer is entitled for warranty claims against us and these claims are not transferable. We are not liable for warranty as long as our customer has not fulfilled his payment obligations.

6.4 The above-mentioned terms contain concluding the warranty for our products and services and exclude other warranty claims of any kind.

6.5 In case of intent or gross negligence we are liable according to legal regulations for compensation. In case of gross negligence the liability for compensation shall be limited to the foreseeable typically occurring damage.

6.6 We are liable according to legal regulations in case of a culpable breach of a fundamental duty by us, where the duty had been required to fulfil the contract properly (essential contractual obligation); the liability shall be limited to the foreseeable, typically occurring damage.

6.7 The liability for culpable injury of life, limb, or health remains unaffected; this applies also to the mandatory liability according to the product liability law (German: Produkthaftungsgesetz).

6.8 Otherwise liability is excluded.

8 Payment

8.1 Unless agreed otherwise in writing, all payments are due strictly net, at our firm's site, with one third of the contract value at order, another third at notification of shipment being ready, and the rest within thirty days after invoicing. Cheques and bills of exchange will only be accepted on account of performance. All expenses and costs in particular discounting and for collection, will be paid by the customer. We have the right to return bills of exchange prior to the final maturity and act of protest, and can request cash payment.

8.2 We shall be entitled, even with different terms of the customer, to credit payments first to older debits of the customer. If cost and interest accrued already then we shall be entitled to credit the payment first to the cost, then the interest and at last to the main service.

8.3 A payment shall be considered complete when we can freely dispose of the amount. In case of cheques, a payment shall be considered complete when the cheque is cashed.

8.4 If payments are deferred or made later than agreed or the customer is behind schedule, then we shall be entitled, starting with the due date or the delay, to charge interest at the commercial bank interest rate for open account credits, at a minimum of 5 percent over the prime rate defined by the Federal Reserve Bank (Deutsche Bundesbank), plus value added tax.

8.5 If the customer does not fulfil his payment obligations, especially when a cheque cannot be cashed or payments are stopped, or if we become aware of other circumstances which make the credit standing of the customer questionable then we shall be entitled to set the total remaining debit due for immediate payment, even if we accepted cheques. In this case we shall further be entitled to request prepayments or other security deposits.

8.6 The customer is only entitled for compensation, retention or reduction, even if notices of defects or counterclaims are made, when we explicitly agreed in writing or when the counterclaims have been confirmed as legally binding.

8.7 The customer agrees on compensation of his claims and liabilities to us and our group subsidiaries. In the same way, claims and liabilities of group subsidiaries of our customers can be compensated.

9 Secrecy

Unless not specifically agreed differently in writing, all information provided to us with orders are not considered confidential.

10 Risk and Limitation of Liability

10.1 Insurance coverage against risk of any kind (destruction, damage, loss) for delivered materials is responsibility of the orderer (owner) and he has to arrange this by himself, at his cost. Shipment to an agreed destination takes place at customer's expense and risk.

10.2 Claims for damages arising from impossibility of service, from positive breach of obligation, from violation of contractual duty and from prohibited action against us or our agents or vicarious agents, are excluded, as long as no intent or gross negligence exists.

11 Applicable Right, Legal Venue, Partial Invalidity

11.1 These terms and conditions and all legal relationships between us and our customers are covered by the law of the Federal Republic of Germany (Bundesrepublik Deutschland). Application of uniform international purchase law is excluded, unless not specifically otherwise agreed in writing.

11.2 As far as legally permitted, Munich shall be the sole place of juristiction for all directly and indirectly arising disputes from the contractual relationship.

Should one condition in the terms and conditions or a condition in the course of other agreements with our customers be invalid or become invalid then the effectiveness of all other conditions and agreements shall not be affected.