General terms and conditions

§ 1 Scope of application, rights to work materials, partial deliveries

1. All our deliveries and services, including those from future business transactions, are based exclusively on our following terms and conditions. Our services include the provision of advice to the customer (advice), the delivery of products (deliveries), the installation of new systems / products as well as commissioning services together with instruction of the customer’s operating personnel (installation) and the repair of products (repair). The customer’s terms and conditions shall not apply even if we do not expressly object to them and carry out the delivery.
2. We reserve the title and intellectual property rights to all work materials provided to the customer in the context of the initiation and/or execution of a contract or produced by us in accordance with specifications, such as samples, drafts, cost estimates, sketches/drawings and similar information of a physical and non-physical nature – including in electronic form. The customer may not retain any copies or other reproductions. Furthermore, the customer may neither disclose them to third parties nor make them accessible to them; in the event of infringement, the customer shall be obliged to compensate us for damages.
3. Partial deliveries are permissible insofar as they are reasonable for the customer.

§ 2 Offer, conclusion of contract, written form

1. Our offers are always non-binding. Following an order or commission by the customer, the contract is concluded by our written order confirmation – digital form or fax are sufficient.
2. Details provided prior to the order in the course of order processing, in particular regarding services, consumption or other individual data, are only binding if they are confirmed by us as binding with the order confirmation or also thereafter in writing – digital form or fax are sufficient.

§ 3 Prices

1. Our prices for delivery items are generally ex warehouse Waiblingen excluding packaging and loading at the factory (duty unpaid for deliveries abroad), excluding other expenses and plus the applicable statutory value added tax. The minimum order value is € 75.00. Deliveries for which fixed prices have not been expressly agreed shall be invoiced at the list prices valid on the day of delivery. Discounts on list prices shall only be granted subject to timely payment of the purchase price.
2. a) Installation is charged according to time and effort. Invoicing shall be based on our applicable rates. Working hours, waiting times, travelling times, expenses for release, accommodation costs and necessary expenses for travel and transport shall be invoiced. Unless otherwise agreed, the materials used and other expenses for the consumption of materials shall be charged at reasonable prices.
   b) If scheduled assembly personnel cannot work for reasons for which we are not responsible, the waiting time shall be charged as working time. If, for reasons for which we are not responsible, we have to carry out work at times or under circumstances that deviate from the contractually stipulated conditions, the customer shall additionally reimburse the additional expenses incurred as a result. If work is requested to be carried out at times or under circumstances that require additional work (including overtime), we may charge surcharges on our hourly rates at the percentage rates applicable to us.
   c) The instruction of operating personnel shall be charged additionally even if installation is included in the price.
3. a) In the case of pending repairs, we shall – as far as possible – indicate to the customer the expected repair price at the time of conclusion of the contract; in any case, the customer may set cost limits. If the repair cannot be carried out at the costs specified by us or the customer or if the customer deems it necessary to carry out additional work during the repair, the customer’s consent must be obtained if the specified or specified costs are exceeded by more than 15 %.
   b) If a cost estimate with binding price estimates is desired before the repair is carried out, this must be expressly requested by the customer. Such a cost estimate shall only be binding if it is submitted in writing and designated as binding. The customer shall not be charged for the services provided for the submission of the cost estimate insofar as they can be utilised in the performance of the repair.
4. If unforeseeable increases in material, labour or transport costs, taxes or duties occur between conclusion of the contract and delivery or repair, we shall be entitled to make a price adjustment corresponding to these factors in the case of commercial transactions if delivery is not to be made within six weeks of conclusion of the contract. The customer is only entitled to withdraw from the contract if the price increase significantly exceeds the increase in the general cost of living between the order and delivery.

§ 4 Delivery and execution dates as well as delivery and execution deadlines

1. The delivery and execution dates as well as delivery and execution deadlines stated in the order confirmation shall be adhered to by us to the best of our endeavours; however, they only reflect the expected delivery time and not a fixed or calendar-based agreed delivery time.
2. Under no circumstances shall agreed delivery and execution periods commence before all details of the desired delivery and execution have been fully clarified. Compliance with these deadlines requires that all commercial and technical questions between the contracting parties have been clarified and that the customer fulfils all obligations incumbent upon him. This includes in particular the provision of the necessary official certificates or authorisations, if agreed the payment of a deposit, the – in each case timely – answering of all queries, as well as the sending of all necessary or requested drawings, documents and test material to a sufficient extent. If these requirements are not met, the delivery or execution period shall be extended accordingly; this shall not apply if we are responsible for the delay.
3. Compliance with an agreed delivery and execution deadline is subject to correct and timely delivery on our part. We shall inform the customer as soon as possible of any impending delays.
4. The delivery deadline shall be deemed to have been met if the delivery item has left our factory by the time it expires or if we have notified the customer that the goods are ready for dispatch. The deadline for the execution of assembly and repairs shall be deemed to have been met if we are ready for acceptance by the customer by the time it expires or, in the case of a contractually agreed test, if the customer is ready to carry out the test.
5. If non-compliance with an agreed delivery or execution deadline is due to force majeure, mobilisation, war, riot, strike, lockout or other unforeseeable obstacles affecting our business for which we are not responsible and which occurred or became known to us after conclusion of the contract, the deadline shall be extended accordingly.
6. If a contractual penalty is agreed, its amount shall be limited to 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. A reservation of contractual penalty must be declared at the time of acceptance. If a forfeited contractual penalty is unreasonably high, we may demand that it be reduced to a reasonable amount; § 348 HGB does not apply.
7. If we are in default, the customer may – if he can credibly demonstrate that he has suffered damage as a result – demand compensation for each completed week of delay of 0.5%, but not more than 5% of the price for the part of the delivery that could not be put to the intended use due to the delay. The contracting parties reserve the right to prove a lower or higher damage caused by the delay.
8. Both claims for damages by the customer due to delayed delivery and claims for damages in lieu of performance that exceed the limits specified in Section 7 above are excluded in all cases of delayed delivery, even after expiry of any deadline set for delivery. This shall not apply if we are liable in cases of intent, gross negligence or injury to life, limb or health. The customer may only withdraw from the contract within the framework of the statutory provisions if we are responsible for the delay in delivery. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
9. If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, we may demand storage charges of 0.5 % of the invoice amount for each additional month commenced, starting one month after notification of readiness for dispatch, without proof. The contracting parties are at liberty to prove higher or lower storage costs.
10. At our request, the customer is obliged to declare within a reasonable period of time whether it is cancelling the contract due to the delay in delivery or insisting on delivery.

§ 5 Co-operation of the customer

1. The customer must support our employees in carrying out the installation and repair work at his own expense.
2. The customer must take the necessary and, if necessary, special measures to protect persons and property at the repair site. The customer must also inform the repair manager about existing special safety regulations, insofar as these are of significance for our repair personnel. The customer shall notify us of any breaches of such safety regulations by our repair personnel.

§ 6 Transfer of risk and acceptance

1. The risk shall pass to the customer – even if carriage paid delivery has been agreed – when we have dispatched the goods or they have been collected. At the customer’s request and expense, we will insure deliveries against the usual transport risks.
2. If dispatch or collection is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.
3. Insofar as the delivery item is to be accepted under a contract for work and labour, the following shall apply:
   a) The customer is obliged to participate in the preliminary acceptance of the delivery at our works. A record of the preliminary acceptance shall be drawn up.
   b) Acceptance shall be carried out within two weeks of receipt of the delivery by the customer, alternatively two weeks after our notification of the possibility of acceptance. The customer is obliged to confirm acceptance to us in writing. Minor defects do not authorise the customer to refuse acceptance. Irrespective of a written confirmation of acceptance, acceptance shall be deemed to have taken place from the start of use of the delivery by the customer at the latest.
   c) The risk shall pass to the customer as soon as the preliminary acceptance has taken place and the delivery item has left the manufacturer’s works. If dispatch, pre-acceptance or acceptance is delayed or does not take place as a result of circumstances for which we are not responsible, the risk shall pass to the customer from the date of notification of the possibility of dispatch or pre-acceptance.

§ 7 Liability for defects in Goods

1. Subject to clause 2 below, we shall, at our discretion and free of charge, repair, replace, or re-perform any parts or services which are found to be defective, provided that the cause of the defect already existed at the time the risk was transferred.
2. Claims for material defects shall become time-barred within one year from the commencement of the statutory limitation period; the same shall apply to withdrawal and reduction claims. This limitation shall not apply insofar as the law, pursuant to § 438(1) No. 2 of the German Civil Code (BGB) (buildings and items used for buildings), § 479(1) BGB (recourse claims), or § 634a(1) No. 2 BGB (construction defects), prescribes longer periods, nor shall it apply in cases of intent, fraudulent concealment of a defect, or non-compliance with a guarantee as to quality. The statutory provisions regarding suspension, interruption, and restart of limitation periods remain unaffected.
3. The customer shall have no right to claim damages for a defect in the delivered goods. This exclusion shall not apply in cases of injury to life, body or health, or in the event of intentional or grossly negligent breach of duty on our part, or in cases of fraudulent concealment of a defect. A breach of duty on our part shall be deemed equivalent to that of our legal representatives or vicarious agents.
4. The customer must notify us in writing without delay of any material defects. They may not refuse acceptance of the delivery due to minor defects.
5. In the case of defect notifications, the customer may only withhold payments to an extent that is reasonable in relation to the material defects asserted. Payments may only be withheld if a defect has been duly notified and there is no doubt as to its legitimacy. If the notification of defect is unjustified, we shall be entitled to demand reimbursement of any expenses incurred.
6. We must be given the opportunity to remedy the defect within a reasonable period.
7. If the remedy fails, the customer may – without prejudice to any claims for damages pursuant to clause 9 – withdraw from the contract or reduce the remuneration.
8. Claims for defects shall not exist in the case of only minor deviations from the agreed quality, minor impairment of usability, natural wear and tear, or damage arising after the transfer of risk due to incorrect or negligent handling, excessive use, unsuitable operating materials, or special external influences not provided for in the contract. If modifications or repairs are improperly carried out by the customer or third parties, no claims for defects shall exist for these and the consequences arising therefrom.
9. The customer’s claims for reimbursement of expenses incurred for the purpose of subsequent performance – in particular transport, travel, labour, and material costs – shall be excluded to the extent that such expenses are increased because the delivered item was subsequently moved to a location other than the customer’s premises, unless such relocation is in accordance with the intended use of the item.
10. Recourse claims of the customer against us under § 478 BGB (entrepreneur’s right of recourse) shall exist only to the extent that the customer has not agreed with their buyer any provisions exceeding the statutory claims for defects. The scope of the customer’s recourse claims under § 478(2) BGB shall also be governed accordingly by clause 8.

§ 8 Warranty claims arising from repairs

1. After acceptance of the repair, we shall be liable for any resulting defects, to the exclusion of all other claims, and without prejudice to clause 5 and § 9, solely to the extent that we are obligated to remedy such defects. The customer must notify us of any identified defect in writing without undue delay.
2. Warranty claims shall become time-barred within one year from the commencement of the statutory limitation period, unless mandatory legal provisions stipulate longer limitation periods.
3. Our liability is excluded if the defect is insignificant to the customer’s interests or is attributable to circumstances for which the customer is responsible.
4. If modifications or repair work are carried out improperly by the customer or third parties without our prior consent, our liability for the resulting consequences shall be void. In urgent cases – such as danger to operational safety or to prevent disproportionately large damage – or if we fail to meet a reasonable deadline for rectification set by the customer, the customer shall have the right to rectify the defect themselves or through third parties and claim reimbursement for the necessary expenses from us. The customer must notify us immediately in the event of such an urgent case.
5. Should we – taking into account statutory exceptions – let a reasonable period for remedying the defect pass without success, the customer shall have the right, in accordance with statutory provisions, to reduce the price. The right to reduction also applies in other cases where the rectification of defects fails. The customer shall only be entitled to withdraw from the contract if the installation or repair is demonstrably of no interest to them even after the reduction.

§ 9 Other claims for damages

1. Claims by the customer for damages or reimbursement of expenses (hereinafter: claims for damages), regardless of the legal basis – in particular due to breach of duties arising from the contractual relationship or from tort – are excluded.
2. This exclusion does not apply in cases where liability is mandatory, for example under the Product Liability Act, in cases of intent or gross negligence, for injury to life, body or health, or for the breach of essential contractual obligations. In the event of a breach of essential contractual obligations, however, liability shall be limited to the typical and foreseeable damage under the contract, unless caused by intent or gross negligence, or in cases involving injury to life, body or health.
3. Where the customer is entitled to claims for damages under this § 9, such claims shall become time-barred within one year from the commencement of the statutory limitation period. For claims under the Product Liability Act, the statutory limitation periods shall apply.

§ 10 Compensation by the customer

§ 11 Impossibility, adaptation of contract

1. If delivery, installation, or repair becomes impossible, the customer is entitled to claim damages, unless we are not responsible for the impossibility. However, the customer’s claim for damages is limited to 10% of the value of the part of the delivery that cannot be used as intended due to the impossibility. This limitation does not apply in cases of intent, gross negligence, or injury to life, body, or health; no change in the burden of proof to the disadvantage of the customer is associated with this. The customer’s right to withdraw from the contract remains unaffected.
2. If unforeseeable events as defined in § 4 (3) and (5) significantly change the economic importance or content of the delivery or have a significant effect on our operations, the contract shall be reasonably adapted in good faith. If this is not economically feasible, we shall have the right to withdraw from the contract. If we intend to exercise this right of withdrawal, we must notify the customer immediately after recognizing the scope of the event, even if an extension of the delivery period had initially been agreed with the customer.

§ 12 Cancellation costs

§ 13 Terms of payment

1. Our invoices are payable within 14 days with a 2% discount or within 30 days without any deduction, free of charges. A cash discount is excluded if the purchaser is in default with any other payment obligations towards us.
2. If contractually agreed payment deadlines are exceeded, we are entitled to charge interest for default, or in commercial transactions, interest from the due date, at a rate of 8 percentage points above the base interest rate, but at least 8%, without requiring proof of damage. We reserve the right to prove further damages. The payment period is only met if the payment is received by us within the specified timeframe.
3. Bills of exchange will only be accepted by special agreement. Acceptance of bills or cheques is always on account of performance only.
4. The customer may only set off with undisputed or legally established claims and may only withhold payments for such claims arising from the same contractual relationship.
5. For intra-Community deliveries, the customer is obliged to provide us with their VAT identification number and all other information necessary to verify tax exemption, and to submit the required evidence. If the customer fails to meet these obligations in time, we will not treat the delivery as tax-exempt and are entitled to additionally charge the applicable VAT. If we have wrongly treated a delivery as tax-exempt based on incorrect customer information, the customer shall indemnify us from the tax liability and bear all additional costs.
6. If the customer’s financial situation significantly deteriorates, we are entitled to terminate all credit deliveries and demand immediate payment of all outstanding claims if our counterclaims are thereby at risk. The same applies if the customer suspends payments or applies for judicial insolvency proceedings. Rights under § 17 remain unaffected.

§ 14 Retention of title

1. The goods delivered by us remain our property until full payment of all claims arising from the business relationship. This retention of title also applies in the case of payment by bill of exchange.
2. The customer is not entitled to resell the goods without our consent; this does not apply to resale to resellers in the ordinary course of business, provided that the reseller receives payment from their customer or retains title until full payment by the customer. Pledging or transfer by way of security is not permitted.
3. The customer hereby assigns to us by way of security all (future) claims – including any balance claims – arising from the resale of goods subject to retention of title, in the amount of the purchase price agreed with us (including VAT), without requiring further declarations.
4. Until revoked by us, the customer is authorized to collect the assigned claims in their own name on our behalf. This does not permit factoring. We are entitled to revoke this authority for good cause as specified in clause 7 below.
5. If the goods are combined with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of our goods to the value of the other items at the time of combination. If the customer acquires sole ownership of the new item, it is agreed that the customer grants us co-ownership in proportion to the value of our goods. The assignment provision in clause 3 applies to the new item as well, limited to the invoiced value of our integrated, combined, or mixed goods. Upon request, the customer shall provide necessary documentation to determine our share of co-ownership. We agree that the customer shall store our co-owned items free of charge.
6. In the case of payment by cheque-bill transactions, our retention of title and security rights remain until our obligations from the bills have expired.
7. In case of contract violation by the customer, especially in case of payment delay, financial collapse, insolvency filing, or request for an out-of-court settlement, we may demand immediate return of our property without waiving other rights. This shall not constitute a withdrawal from the contract unless we explicitly declare so in writing.
8. We undertake to release securities upon the customer’s request if their value exceeds our secured claims by more than 10%; the selection of securities to be released is at our discretion.
9. In case of attachment, seizure, or other third-party intervention, the customer must notify us immediately.
10. If we reclaim goods under retention of title, we are entitled to sell them privately or through public auction. Repossession occurs at the realized proceeds, but not exceeding the agreed delivery prices. We reserve further claims for damages, particularly for lost profits.

§ 15 Industrial property rights and copyrights; legal defects

1. Unless otherwise agreed, we are only obliged to ensure that the delivery in the country of delivery is free from third-party industrial property rights and copyrights (hereinafter: IP rights). If a third party asserts justified claims against the customer due to an infringement of IP rights by a delivery made by us and used in accordance with the contract, we shall be liable to the customer within the period specified in § 7(2) as follows:
   a) We may, at our discretion and expense, either obtain a right of use for the relevant delivery, modify it to avoid infringement, or replace it. If this is not possible on reasonable terms, the customer shall be entitled to withdraw from the contract or reduce the price.
   b) Our liability for damages shall be governed by § 9.
   c) The above obligations apply only if the customer informs us in writing without delay of any third-party claims, does not acknowledge an infringement, and allows us to conduct all defense measures and settlement negotiations. If the customer stops using the product for damage reduction or other important reasons, they must inform the third party that cessation of use does not constitute an acknowledgment of infringement.
2. Claims by the customer are excluded if they are responsible for the infringement.
3. Claims are also excluded if the infringement results from specific instructions by the customer, unforeseeable use by us, or modifications or combinations with third-party products not supplied by us.
4. For IP right infringements, the provisions of § 7(5, 6) and § 9(2) also apply.
5. For other legal defects, § 7 applies accordingly.
6. Further or other claims by the customer against us or our agents due to legal defects are excluded.

§ 16 Deterioration of financial situation

1. If, after conclusion of the contract, a significant deterioration in the financial circumstances of the customer or affiliated companies becomes known (e.g., payment difficulties, application for creditor protection or insolvency), or if there are other indications that the customer’s ability to pay is endangered, we may withhold performance until the customer provides the consideration or security. If the customer fails to do so within one week of request, we may withdraw from the contract. § 323 BGB applies. We reserve the right to claim damages.
2. If other objectively justified circumstances arise that seriously jeopardize the continuation of a reliable business relationship, we are entitled to withdraw from the contract in whole or in part.

§ 17 Place of performance, jurisdiction, final provisions

1. The place of performance for all obligations under this contract, especially payment, is Waiblingen. The place of jurisdiction is Waiblingen if the customer is a merchant as defined by § 38(1) ZPO. However, we are also entitled to sue at the customer’s place of business.
2. German substantive law applies to the legal relationships arising from this contract, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
3. Assignments of rights and obligations by the customer under this contract require our written consent to be valid.
4. The customer must notify us in writing of any change in shareholders or company name. If the customer intends to cease production entirely, they should inform us in writing.
5. If individual provisions of this contract are or become invalid, the validity of the remaining provisions shall remain unaffected. If a partial clause is invalid, the validity of the remaining clause remains unaffected if the remainder is separable, understandable, and forms a meaningful rule within the contract structure.