Our general sale conditions apply to all contracts, deliveries and miscellaneous agreements between us and any third parties, now and in the future. The contents of our order confirmations will be deemed as tacitly approved by the reference partner as well as these General Sale Conditions or any other statement of acceptance, unless a written claim is raised against all or parts of the order confirmation and served at our offices within one week from the confirmation date (date of the Post Office stamp). All contracts are meant as validly enforced from the date of sending of our written order confirmation.
Eventual purchase terms and conditions of our buyers and business partners will be deemed as binding on us, strictly if specifically accepted and attached in writing to the reference contract. Our general sale conditions are, therefore, binding and fully in place starting as of the shipment or order confirmation date.
In case of discrepancies between our general sale conditions and those of the reference partners, our AGB will prevail even in the absence of our previous and explicit rejection of said discrepant terms.
Moreover, we reserve ourselves the right of any technical innovation, change or improvement in the construction, size, weight, material and design of our products even without prior notice. The same applies also to the contents of our sale literature, including brochures and catalogues. The foregoing changes and modifications may eventually take place, if required, even after the sending of our order confirmation.
For materials, products, construction/engineering/design data, samples, capacities,
pictures and any other product-related literature we reserve ourselves all industrial and intellectual property as well as copyright and ownership rights. The foregoing literature may not be reproduced or released to thirds without our express consent.
2. Our partners are to explicitly commit to treat as strictly confidential all information brought to their understanding during the regular business relationship with us and is beyond the scope of the normal commercial and technical information that is already of public domain.
3. Our order confirmation is the only document applicable for quantity and description of a shipment. Any shipment-related claim should be placed by the customer in writing latest within 8 working days after the date of the reference shipment document. Later claims will be disregarded in spite of any other written provisions of ours stating any eventually different arrangement.
Eventual other statements or allowances made by our sale representative are always subject to our written confirmation for validity. In the event of any infringement of a sale contract, we are entitled to claim for the damage/loss incurred to us by recovering the order value either in full or in part.
In the latter case, we shall recover 25% of the sale price, however without any obligation to submit evidence of the loss incurred and even if the defaulting party provided written evidence of any smaller loss.
4. Unless differently provided for in the contract, our prices are all meant exworks excluded packing, freight and custom clearance. All prices are subject to additional application of the VAT at the applicable rate at the time of invoicing.
Packaging is charged at cost price. No packaging returns are accepted.
5. Payments of our orders are to be executed within one month from the date of the invoice. Invoices are deemed as successfully sent against our internal evidence/receipt of a sent invoice plus two work days. Eventual term-based discounts must be shown on the invoice. Discounts for special payment terms are computed on the net order value, and can be strictly granted to customers having no outstanding credit with us.
All payments must be transferred to us as the only beneficiary allowed. Any amount paid to the sales representatives without our written collection mandate shall not release the payer from his payment obligations to us. Payments from our contract partners are deemed as fully executed strictly on the crediting of the entire invoice amount to our bank account.
Settlement of invoices by bank cheques and/or drafts shall only be accepted on account of payment. Bills of exchange will be strictly accepted for payment only and only if bankable and with the charging of all bank charges related to the discounting of the bills or protesting of a cheque dishonoured for a reason, which will always be paid in cash and immediately.
In the event of a late payment, we are entitled to the application of interest charges at the current bank rate and no less than 3% of the actual discount rate of the Deutsche Bank, and this without any need of a formal previous notice of late-payment default.
The purchase price becomes due forthwith irrespective of the term of any bills of exchange taken on deposit, in the following events:
a) The starting of a seizure proceeding against the reference customer, a major payment delay by the latter, or the receipt of a bad rating about him;
b) The customer transfers or pledges any asset or goods that are actually under a reserved-property arrangement with us.
To any of the foregoing events, all outstanding (even not yet due) amounts will become due at once whilst pending shipments will be strictly released against advanced payment in cash. Moreover, these occurrences, we will immediately trigger our right to request an efficient guarantee for our credits. This includes our right to terminate the contract after an adequate notice time and/or to claim for damages resulting from contract infringement. At the same time, we will be entitled to forbid the defaulting partner to stop transferring in whatsoever way the goods, we delivered with a retained-property clause and request the immediate recovery of any transferred property. In the event we accepted a return of the
goods, our right of contract termination will be strictly and validly enforced by our written request to do so. All costs for the returning of the goods will be in charge of the defaulting contract party.
6. Delivery terms and conditions as well as lead times are always accounted exworks.
Delivery terms and time that was mentioned, but not confirmed in writing by us, will be binding on us in any case.
Delivery terms as well as any other delivery time granted, will be strictly accounted from the successful receipt of all export documents to be supplied by the customer.
A delivery term is considered as fully met as of the date of the collection notice sent, even if the goods could not be picked up on time and for any reason not directly related to us.
We are not liable for shipment delays due to late or deferred deliveries of our sub-suppliers.
Our delivery terms will automatically extend by an equal amount time as taken by the customer to fulfil his obligations in terms, for example, Of handing over to us the required delivery documents. A late-delivery fault of ours will only occur when the deadline is past and we failed to react within the new deadline stated in the written reminder of our customer and this without any good reason of ours.
Should any loss or damage be incurred by our customer as a result of our failure to provide on-time delivery as mentioned before, our customer will be entitled to claim for a late-delivery penalty in the amount of the loss actually suffered by him and to be proven to us by means of written evidence and with the exclusion of all further claims.
7. If any unpredictable event occurs (i.e. Major force, strikes, production discontinuance,
lack of raw materials, wars, embargoes, state bans and any other such condition impairing our delivery service) that is not resulting from a fault of ours, we will no longer be bound by our delivery obligations for the time of lasting of the event. Major force events include, for instance import/export bans, fire, shortage of fuels or energy supplies, barricades, riots and any other similar situations that are not controlled by or due to us.
Should the reference delivery and/or service be fully or partly made impossible, or unlikely to be executed, we will be released from all our shipment obligations.
8. Basically, we do not perform any assembly service of the goods delivered to any destination or place of use. However, we are available to do so and send our skilled installers against a formal written request of the customers,who will be charged for the cost of this extra service. Our staff, assigned to any installation service on customers‘ request, will be treated on site as own staff or helpers of the party having requested them. Our contract partners are not entitled to assign our assembly/installation personnel to other works that are beyond the scope of the original assembly request.
9.The type of shipment and transport vehicles are strictly selected by us, unless other special agreements are taken by the parties in writing. Goods that we notify as ready for collection, must be collected promptly and in no case later than 8 days after the date of notification. Alternatively, we may decide at our own discretion to ship the goods by any means as we may deem as most appropriate.
If the pick-up or collection of the goods is delayed for any reason beyond our control, we are entitled (but not obliged) to store or let someone for us store the reference goods and charge all costs and risks related to this operation to the defaulting contract partner.
In this case, we will decide at our own discretion on how to store the delayed
goods and carry no liability for the latter during storage.
Moreover, we will be entitled to take all measures that we may deem as most appropriate to properly maintain them as if they had been shipped. This is also the case of partial shipments or deliveries of other services of ours as for instance, freight, carriage, and assembly/installation.
Although we always put our best endeavours for the complete shipment of each order in one lot, we are entitled to eventually arrange partial shipments if acceptable for the customer. In this case, each partial shipment will account as an independent case. Unloading of the goods at destination is entirely up to the customer who shall also bear all costs incurred.
10. Customers can rely on written representations concerning the quality of the goods, only if any such representations were officially made to them in writing and expressly handed over to them in their name.
Customers using our products for any special application of their own, are supposed and obliged to check on their own the suitability of the products for such applications. Customers are to inform us in writing and in advance about any special application requirement and eventually they are to notify us the outcome of their trials and tests carried out with our products.
Any assessment of the goods quality will be done on the status of the goods on the day of leaving our premises. Customers are to inspect the machines and products immediately as they are received and unloaded.
Claims must be notified to us in writing by and within 8 days from the day of handing-over at destination. This applies to any claim, including external flaws and defects detected during the first visual control of the complete lot delivered.
Eventual transport damages must be notified to the driver in writing by adding a note of conditional acceptance on the delivery bill and taking care of giving a copy of this bill to the driver and sending another copy to us along with their claim.
Failure of the customer to submit extensive evidence, we will not accept any claim for any damage or loss whatsoever.
Moreover, customers are to settle eventual transport damages directly with our insurance company to whom we will send due written report of the event occurred and for which a reimbursement was claimed.
Any other claim related to problems and defects that could not possibly be detected at first, even most accurate inspection, are to be reported in writing to us immediately on the date of the findings, making sure to fully describe the event, the consequent claim and the exact time of the occurrence.
11. Any such claim is subject to a limitation period of one month at the latest after the written refusal of the claim by us. Warranty claims of the customers are not valid for goods that have been mishandled, reprocessed or changed/reworked by other third without our prior permission.
The warranty validity period starts on the date of invoicing and no earlier of the date of the property risks transferred to the customer. Repairs and replacements will not reset the warranty period that will continue over the remaining original time.
Defective goods or the missing of any quality feature ensured by us will receive 6-month warranty. The warranty period for replacement goods and improvement works is also of 6 months, but at least until the elapsing of the original warranty for goods delivered.
For outsourced, third-party products, our liability shall be limited to the further assignment of liability claims to the supplier of the third-party product. We undertake to supply our customers all information needed for the follow-up of their claims and especially eventual documentary evidence, if available. Of course, this provision does not refer to cases in which the claim is due to a fault of ourselves. Our warranty obligations are conditioned by the utmost compliance of the customer with our user‘s manuals, installation guides and other general specifications and recommendations concerning setup and use of our products. We will no longer be bound by our warranty commitments, if a written claim raised on us relates to a faulty or unauthorized change, reworking or use of the products. We will accept no warranty claims and no liability for damages resulting from normal or use-related machine wear, excessive stress, improper maintenance, acts of vandalism, non-compliance with our user‘s manuals, misuse or faulty operation.
We will not accept any liability for faults and problems caused to our products by modifications or alterations of any person other than our authorized service dealers and staff. Our warranty strictly covers those products and parts thereof, that show a clearly evidenced material or production defect. The warranty service is moreover strictly limited to the free-of-charge replacement or repair of the defective item. Alternatively, we may decide to reimburse the value of the degraded price. We will accept no other obligation on us than the mere replacement or repair of the defective parts. Handling and freight costs will not be reimbursed. Customers are to allow access to the site of defective goods, so that either the manufacturer or his representatives may inspect and survey the reference material claimed. In order for us to undertake the repairs or replacements which appear
to be necessary at our sole discretion, customers are to allow in their claim a sufficient time and opportunity.
In order for us to undertake the repairs or replacements which appear to be necessary at our sole discretion, customers are to allow in their claim a sufficient time and opportunity. During our service interventions we are allowed to ask and customer are to provide adequate help as required. Customers may refuse to accept or decide to degrade the goods claimed and ask for compensation, if it was not possible to remove the problems claimed, or if the problems claimed remained even after our second intervention, or second parts supply, or any additional intervention of any other skilled labour appointed by any of the parties, providing that the term offered by the customer for successful remedy has been exceeded.
Customers are only entitled to receive a damage compensation in the case of premeditation or gross negligence of ours. We are not liable for any damage that is not strictly and directly related to goods shipped.
This is also true for eventual consequential damage of any kind and nature,as long as not due to premeditation or gross negligence of ours and providing that our quality warrant does not include a consequential-damages clause.
Unless different written provisions, the warranty does not cover customers‘ claims related to product defects that result from improper handling, infringement of our specifications and other contract conditions, providing that no premeditation and gross negligence is evidenced on our account. Similarly, we will not respond to claims placed by customers after the warranty validity period or for failure of compliance with the written form obligation. No further claims will be accepted for outsourced items, and especially claims due to production faults for which the original manufacturer is solely liable. However, we will transfer customers our rights against the reference manufacturer or sub-supplier providing that customers submit us a formal written request. Our effective disclaimer includes a waiver of liability on account of all our employees, service and installation staff.
12. All goods delivered will remain our sole property up to successful settlement of the complete payment. Our retained property right will remain validly in force until complete settlement of payment as well as eventual other receivables of ours from the customer. Customers are not allowed to integrate the goods with/on other items or transform them into other products subject to any right whatsoever of other thirds (i.e. collateral assignment, liens etc…). Should our goods be integrated/transformed with/into a different item, we will automatically gain co-property right of the new item obtained from our product.
The extent of this right will be based on the ratio between the purchase price of our product and the value of the new item. Customers are to keep and maintain the new item on our behalf without any remuneration. Customers may transfer the goods delivered with a retained property clause in the course of their normal business, providing that they have not previously assigned their rights to other thirds, or that these rights are not encumbered in any other way. In this case, customers assign us all claims arising from the sale of retained items in order to secure our credits. If our claims arising from the sale of retained items collide with similar rights of other suppliers, we will acquire a co-title thereto in the same proportion as aforesaid co-property right. Customers shall be obliged to keep the proceeds from sales subject to retention of title in a separate deposit and strictly use these
proceeds for the settlement of our outstanding credits. Should the value of securities exceed our credits by more than 20%, we will release the balance of the secured amounts against a written request of the customer to do so.
In case of a payment delay by the customer, all other outstanding payments will become due at once. We are entitled to forbid the customers any further reworking of the products in combination with other items and especially the sale of retained-property goods. Moreover, we are entitled to retrieve eventual retained-property goods. Customers have insofar no right of possession in the retained property goods. On our request, customers are to promptly inform us the date when retained-property goods were sold and the name/details of the buyer.
13. Basically, we will not accept the return of any goods that were regularly ordered and supplied by us without defects. Should any extraordinary situation lead us to decide to accept a return from a customer, we will only pay 80% back of the net invoice amount less any outlay or expenditure for freight, transport damages etc…
14. Should any contract clause become partly or fully invalid or no longer applicable, this will not affect the validity of the remaining parts of the contract between us and the customer that will remain fully in place. The parties agree to replace any such invalid or not enforceable clauses by other provisions that may better match their requirements and the purpose of the contract.
15. All contract relationships between us and our customers are strictly subject to the German Law, with express waiver of the United Nations Convention on Contracts for the International Sale of Goods.
16. The parties agree that all rights and obligations (payment and delivery) under this contract shall be deemed as executed at the place of our premises in 99734 Nordhausen, unless other written provisions apply. The exclusive local place of jurisdiction for any disputes under this Contract shall be the Court of the Nordhausen, Germany. However, we reserve ourselves the right to conduct legal proceeding against our partners at their jurisdictions.
17. In the framework of, or in connection with our business operations, we will collect data on our partners and process them in accordance with the German privacy rules, regardless of whether the data were supplied by our partners or other thirds.