General terms of delivery and payment (export version)

1. General

These general terms of delivery and payment (AGB) supersede all previous general terms of delivery and payment. We can recognise deviations from these terms only if we have concluded a written agreement on the other terms with the purchaser. Our AGB shall also apply if we carry out the order without reservation, even if we are aware that customer’s conditions contradict or deviate from our AGBs.

2. Drawings and descriptions

Where one of the contracting parties provides drawings, sketches or technical descriptions relating to the article to be supplied or its manufacture, those items shall remain the property of the providing party. The receiving party shall be permitted to use them only for the agreed purpose. Where the performance of the contract involves passing technical documents on to third parties, the prior consent of the providing party must be obtained and the third party must be bound to secrecy pursuant to item 2.

3. Quotations

Our quotations are always non-binding in nature and shall be binding only where we have explicitly submitted a binding quotation. We reserve the right to prior sale, as well as the right to modify the technology, appearance or composition of the products. Quotations shall be valid only for a complete package. Part orders will render quotations invalid.

4. Prices

Upon publication of new price lists, all previous price lists will cease to be valid. All prices are net and exclude shipping and packaging costs. Bulk prices only apply to orders involving one article in one particular version. We reserve the right to adjust price, discount or bonus arrangements to current exigencies even prior to the publication of new price lists. Prices of products containing precious metals may be withdrawn by us at any time.

5. Deliveries

The validity of delivery deadlines shall be subject to our express written confirmation. An agreed delivery deadline shall be deemed to have been met if the goods left our factory by the agreed date or if notification was given that they were ready for dispatch. If delivery is delayed by force majeure, or as a result of actions or omissions on the part of the ordering party, which shall include suspension of performance of the contract pursuant to the “payment arrears” clause in item 9 or pursuant to item 6, then an extension of the delivery deadline shall be granted which shall be appropriate to the circumstances. Examples of force majeure are: Industrial disputes and all circumstances beyond the control of the contracting parties such as fire, armed conflict, war, general mobilisation, insurrection, confiscation, embargo, serious trans- port disruptions, restrictions on consumption of raw materials and energy and defective or delayed deliveries by subcontractors owing to force majeure. At the request of the customer we shall specify a date by which we propose to effect delivery or state whether we intend to withdraw from the contract. In the event of our withdrawing from the contract on grounds pursuant to item 5, compensation claims on the part of the customer shall be excluded. Claims against us for delayed delivery shall be excluded unless we have acted with gross negligence. Orders may be delivered in instalments to be paid for separately. Delayed payments shall constitute grounds for suspending delivery of subsequent instalments. Orders placed on the basis of contracts for delivery of goods on call must reach us in time to provide us with reasonable notice. If calls for delivery fail to elicit performance within the agreed time-limit we may withdraw from the contract upon expiry of a reasonable extension of the deadline and reserve the right to claim compensation. If the solvency of the ordering party is in doubt, in particular in the light of failure to pay one time, we reserve the right to withdraw from the contract without compensation.

6. Foreseeable non-performance

Notwithstanding provisions to the contrary contained in these terms of delivery and payment, both parties shall be entitled to suspend performance of their obligations if circumstances indicate beyond doubt that the other party will be unable to perform its obligations. The party suspending performance of its obligations shall notify the other party of the fact in writing without delay.

7. Delay in accepting delivery, return of goods

In the event of the customer failing to accept deliver of the goods for reasons for which cannot be held responsible, we reserve the right to claim compensation up to a maximum of the purchase price. In principle we do not to exchange or take back goods once they have been sold. If ever in exceptional cases, to be subject to our prior written confirmation, we do accept goods returned in factory-fresh condition and still in their original packaging, the customer will be credited for the amount of the value of the goods at the time of invoicing, minus a handling charge equal to 10% of the value of the goods, subject to a minimum charge of € 15,00. In the case of products containing precious metals, the invoice value will be based either on the price as per invoice or on the deposit purchase price valid on the date of return, whichever is the lower. Goods specially manufactured for customers according to their specifications shall be excluded from such exchanges. Goods must be returned carriage-free.

8. Carriage and passing of risk

Carriage shall be at the customer’s expense and risk and insurance will be taken out only at the request and expense of the customer.

9. Payment

Minimum order quantity are agreed upon individually. Our payment deadlines from the date of invoice are as follows:

• a) Deliveries to destinations within the Federal Republic of Germany: 30 days strictly net, minus a 2% discount where payment is made within 8 days.
• b) Deliveries to destinations within the European Union: 60 days strictly net, except where other arrangements have been agreed.
• c) Deliveries to destinations outside the European Union: special terms of payment to be agreed.

Irrespective of the method of payment used, payment shall be deemed to have been made only once the full amount of the invoice has been irrevocably credited to our account. In case of payment all expenses incurred (especially collection charges, discount charges and other bank charges) shall be borne by the customer. In case of payment by cheque separate agreements are required. A payment by bill is not possible.
Payment arrears: If the customer is culpably in arrears on his payments, we shall charge default interest starting from the date on which payment was due. The effective annual default interest shall be determined by the interest rate for short-term loans, but shall be at least 3 percentage points above the Bundesbank’s discount rate at the time.

10. Retention of title

All goods delivered shall remain our property until payment has been received in full for all claims pertaining to previous contracts. The customer shall be entitled to enjoy free possession of the delivered goods within the context of the orderly conduct of business. He may not pledge them as security or transfer ownership of them to third parties. If the customer sells the goods the subject of the retention of title to third parties, from the time of sale onwards he shall assign his claims to us. The customer shall notify us immediately in the event of debt enforcement or other action by third parties. Where the customer processes the goods the subject of the retention of title to produce a new item of moveable property that processing shall be carried out on our behalf. We shall be deemed to be the manufacturer without incurring further obligations. Where the goods the subject of the retention of title are joined or mixed by processing with other items not belonging to us, the customer shall transfer to us a share in the ownership of the item produced by him which corresponds to the value of the goods the subject of the retention of title as a proportion of the other processed goods. The customer shall store and insure items part-owned by us in a proper manner. We undertake to release the securities to which we are entitled or which have been given to us provided that their value does not exceed our corresponding claims by more than 20%.

11. Notification of defects, damage

The customer shall be obliged to examine the goods received without delay for damage or defects and shall notify us forthwith of recognisable defects. Notification of hidden defects shall be given in writing without delay as soon as they are discovered, otherwise the goods shall be deemed to have been received in perfect condition. Any notification given must describe the defect. Goods which are the subject of complaints may be returned to us only after obtaining our consent. Where the defect is our responsibility, we shall eradicate it for the customer free of charge by repair or replacement. If neither option is successful, or if it would take an unreasonable length of time to eradicate the defect, the customer may request a reduction in the purchase price or withdraw from the contract. Claims of a more far-reaching nature shall be excluded, except where we have acted with intent or with gross negligence.

12. Warranty

Technical recommendations given by us in respect of products shall not release the user from his duty to verify whether the product is suitable for his specific application or whether for his specific application it should be processed in a manner other than that recommended. Defects which occur which are demonstrably attributable to material or production defects will be eradicated by us free of charge. The warranty shall exclude the following:

• a) Damage owing to improper use;
• b) Damage resulting from failure to observe the operating inst- ructions and damage resulting from negligent handling or misuse;
• c) Damage resulting from action by persons not authorised by us to undertake such action;
• d) Damage or defects attributable to materials provided by the customer or to a design specified by the customer.

Claims of a more far-reaching nature, in particular in respect of damage sustained outside the equipment, shall be excluded, provided that we have not acted with intent or with gross negligence.

13. Repair terms

All repairs shall be carried out at our factory. Goods shall be returned to us carriage-free. Working time will be charged for on the basis of a statement of hours worked and spare-parts will be charged for on the basis of our price list. Goods will be returned to the customer at his expense and risk and will be insured only at his request. Upon request of an estimate of costs for repairs, we charge an amount of € 30,00, which is not to be applied if the repair is carried out.

14. Applicable law, place of performance, legal venue

All contracts shall be governed by German law. We expressly exclude the application of the Vienna UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance for all goods and services provided shall be Ulm (Danube). For merchants possessing full commercial capacity the legal venue for all disputes arising from this contract shall be Ulm (Danube).

15. Validity of the contract

In the event of one or more of the above provisions being invalid, the legal validity of the remaining provisions shall remain unimpaired. The invalid provisions shall be reinterpreted in such a way as to preserve the recognisable original intention.