General Terms and Conditions

Acceptance of delivery terms

All agreements and offers are subject to our business terms and conditions; they are deemed to be accepted by the customer with the placement of his order or receipt of it. Any deviating conditions which stipulated by the purchaser and not expressly accepted by us shall be non-binding for us, even though we haven´t expressly refused to them.

All orders placed by us or our agents shall only become binding upon our written confirmation. Oral agreements with us or our agents shall only be binding upon written confirmation.

Prices

Prices shall be valid ex-works from Essen, exclusive packing, insurance and other charges, if applicable. Orders for which no price has been expressly specified shall be calculated according to the list prices applicable at the date of delivery.

In the event of considerable price changes, each of the contractual parties shall be entitled to ask for a redetermination of the price by way of negotiation.

All changes that have occurred after conclusion of the purchase agreement (date of order confirmation) and are related to the foreign currency agreed upon or exchange rate to the Euro shall apply to the purchaser.

Payment

Unless agreed otherwise, the payments are to be made within 30 days by invoice date without deduction or within 14 days with a cash discount of 2%.

Orders valued at over Euro 25,000,– are bound to the following payment terms: 1/3 down payment upon receipt of the order confirmation, 1/3 upon completion of the delivery, 1/3 within 30 days upon delivery, each without deduction.

Any warranty claims shall not entitle the purchaser to the retention of payments. Setting off against counter-claims are excluded.

If payment becomes overdue or the payment is delayed, we reserve the right to charge default interest in the amount of 2 % above the respective central bank´s discount rate. Non-compliance with payment terms entitles us to withhold the delivery of goods that has yet to be completed as well as to withdraw from the contract in full or in part and without a fixed term.

In case of deliveries to be picked up, the day on which the goods are ready for shipment shall be considered as day of delivery and invoicing. Partial deliveries will be invoiced immediately.

Deliveries to foreign countries and companies that are not known to us shall be subject to particular conditions which will be agreed upon depending on the individual cases.
We are not obliged to accept bills of exchange.

In case that, after conclusion of the contract, we become aware of circumstances, which call the purchaser´s creditworthiness into question, we reserve the right to make subsequent changes of the payment terms, as well as to demand indemnity or, for precautionary reasons, the surrender of the delivered goods, or to withdraw from the contract.

Delivery period

The stated delivery times are estimates and non-binding. The delivery period shall commence on the date of dispatch of the order confirmation, however not until all execution details and other requirements to be fulfilled by the purchaser have been clarified. The delivery period shall be considered observed when the shipment doesn´t take place for reasons we can´t be held responsible for. In case of a delivery ahead of time, the date of effectiveness shall be this day and not the originally agreed upon one.

Partial deliveries shall be permissible. Orders on call are to be purchased not later than 12 months upon the date of the order placement. Correct and timely self-delivery shall be reserved. The delivery term shall be extended – as well applicable with respect to delivery delays – appropriately in the event of unforeseen hindrances, which couldn´t be avoided despite the reasonable care according to the given circumstances – irrespective of whether it occurred at our premises or at one of our sub-suppliers´ – e.g. operating troubles, intervention by authorities, labor disputes, delays in the supply of essential raw- and building materials. The same shall apply in the event of strike and lock-out. We undertake to inform the purchaser immediately on the occurrence of such events.

The purchaser may demand from us a declaration on whether we wish to withdraw from the contract or decide to effect delivery within a reasonable extension of time. If such a declaration is not being made, the purchaser shall be entitled to cancel the contract. Without prejudice to our rights arising from the delay of the purchaser, the agreed delivery period shall be extended by the time of the purchaser´s delay in the performance of his obligations subject to the contract. In case that the delay occurs on our part, the purchaser shall be entitled, after setting an appropriate period of grace, to withdraw from the contract insofar as the work hasn´t started yet.

All new or increased specifications arising from legal or other measures taken during the contractual negotiations or upon conclusion of the contract, which have any direct or indirect effect on the goods shall be charged to the purchaser. This shall also apply in the case of retroactive measures.

Transfer of risk, shipment and freight

If the goods are shipped to the purchaser at his request and irrespective of whether the shipment takes place from the place of fulfillment and by whom the costs for the freight are born, the risk of the accidental loss or deterioration of the goods shall be transferred to the purchaser by the time of the hand-over of the goods to the haulage contractor assigned by us to ship the goods, at the latest, however, when the goods leave our plant or warehouse. In case that the purchased goods are ready for dispatch and the shipment or acceptance of the goods are delayed for reasons beyond our responsibility, the risk shall be transferred to the purchaser as of the receipt of the notification indicating the readiness for dispatch.

In case of a sale by delivery, we undertake to provide for an appropriate and purposeful packing, unless the transport of the goods requires a packing.

The shipment itself shall take place on account and risk of the purchaser, also in case that it was agreed upon a delivery free of carriage charges. Therefore we are not obliged to assume liability for losses and damages of the goods during their transport.

The recipient of the goods shall be responsible to notify the haulage company (forwarding agency, railway, post office etc.) on such defects within the respectively given term, even when these haven´t become apparent until their unpacking.

Complaints regarding the product, quantity and quality of the goods which are, as has been proved, not a result of transport damages and not attributable to the warranty deed, have to be reported to us immediately, at the latest after one week of the receipt of goods.

Unless there aren´t given any particular specifications by the purchaser, the choice of dispatch, transport, and protection means shall be left to us under exclusion of any liability. The object of purchase is only insured on request and to the account of the purchaser.

Goods which have been released for dispatch have to be accepted immediately, otherwise we reserve the right to store them a tour discretion on cost and risk of the purchaser.

Reservation of property rights

The delivered goods shall remain our property until the complete payment of all claims resulting from the business relationship between us and the purchaser has been made. The addition of individual claims to a current invoice, as well as the striking of a balance and its acceptance shall have no effect on the proprietary reservation right. The payment shall be deemed made on the receipt of the counter value a tour company.

The purchaser shall be entitled to resell the reserved goods in the course of common business transactions, however, he shall be not permitted to effect pawning or safety transfers. The purchaser shall be obliged to secure our rights upon any reselling activities on a credit basis.
The claims of the purchaser resulting from the resale of the reserved goods are already being assigned to us; this assignment is accepted by us. Irrespective of the assignment to us and our collection right, the purchaser shall remain entitled to collect the claims for so long as he is capable of meeting his obligations towards us and his financial status doesn´t collapse. Upon our request the purchaser is obliged to provide us with the information necessary for the collection of the assigned claim and to notify the debtors of the assignment.

Any modifications or processing of the reserved goods are to be carried out by the purchaser for us and without imposing any obligations on us. If the purchaser processes, connects, mixes or combines the reserved goods with other goods not belonging to us, we shall be entitled to a co-ownership share in the resulting new product which corresponds to the proportion of the reserved goods´ value to the remaining processed goods at that time, when the processing, connection, mixture or combination took place. If the purchaser acquires the sole ownership of the item, the contractual partners agree that the purchaser is going to grant us the right of co-ownership according to the proportion of the value of the processed resp. connected, mixed or combined reserved goods and that these are gratuitously held in custody by him for us.

In case that the reserved goods are resold together with other goods, irrespective whether the resale takes place with or without processing, connection, mixture or combination, the above agreed advance assignment shall apply, however, only in the amount of the value of the reserved goods that are being resold together with other goods.

In the event of compulsory enforcement measures against the reserved goods or the claim assigned in advance through third parties, the purchaser shall be obliged to provide immediate report to us whilst handing out all documents that might be relevant or an intervention.

Upon request of the purchaser and subject to our own discretion, we undertake to release the secured claims to which we are entitled according to the aforesaid provisions insofar as the value exceeds the claim to be secured by more than 20 %.

Weight and quantity

The calculation is based on our specifications regarding the weight and quantity. Dimensions and weights contained in our illustrations, drawings, catalogs, and documents shall only serve as rough approximations. Amendments may occur at any time. Deviations of the quantity amounting up to more or less than 10% from the order shall be permissible.

Warranty, liability and notice of defects

Complaints against incomplete or incorrect delivery or complaints due to visible defects shall be reported in writing as soon as possible and at the latest one week after delivery has taken place.

If the purchaser fails to submit complaints or notifications of defects within the given term, the delivery shall be deemed as accepted. In case of timely notification, we commit to ensure warranty subject to the provisions of the following section.

Upon fulfillment of the agreed payment term, we assume liability for claims resulting from demonstrably faulty parts under exclusion of other claims as follows:

We provide guarantee for flawless material and flawless production of every part manufactured by us and being operated under the technical conditions known by us at the time when the order has been placed. The warranty period is 18 months commencing on the day of delivery and being applicable from the initial operation subject to normal operating conditions. However the warranty period shall not last longer than 24 months. Normal wear and damages which are the result of improper handling such as overstress, insufficient maintenance, accidents, faulty works, unsuitable working ground, improper operation, climatic, chemical, electrical or other impacts such as e.g. aggressive media and other destructive influences on the material, are excluded from the warranty. The same applies for consequential damages that arise from the operation of a defect plant. In addition to the aforesaid, the warranty period shall be deemed expired, when there are made any modifications on one of the aggregates.

Warranty for parts which are related to our products as customary in the trade or other foreign products including drives (electrical, pneumatic or hydraulic) is only provided by us to that extent as this corresponds with the warranty provisions of the individual manufacturers. In order to carry out all repair work and to provide compensation delivery deemed necessary by us according to our own discretion, the purchaser shall upon agreement with us grant the time and opportunity required for the execution of the above mentioned measures. Otherwise we shall be relieved from our liability for defects.

All services and deliveries carried out by us within the warranty period shall be subject to a charge, all defect parts shall be immediately and at no cost returned to us or to the place of inspection determined by us. Upon completed inspection and if the warranty obligation has been accepted, the purchaser shall receive a credit in the amount of the costs for the part to be replaced. Any further obligations shall not apply to us. Any claims for conversion, reduction or compensation for damages shall be excluded. The warranty claim shall expire, if the defective parts haven´t arrived at the determined return destination after expiration of a term of 4 weeks.

Models

Models, model platforms and installations that are manufactured or supplied by us by order of the purchaser shall remain our property also in the event that the costs incurred for the model are charged unless agreed otherwise.

Provided that the purchaser submits drawings or data relevant for the models to be produced or supplied, he shall bear responsibility for the execution carried out according to the documents provided by him.

The purchaser may exercise any claims with regard to copyright or industrial property protection arising from models that are produced or supplied by his order or according to the one that he has submitted to us to such an extent as that he informed us on the existence of such rights and would expressly reserve these.

The models shall be stored at the risk of the owner.

Place of fulfillment, place of jurisdiction and applicable law

The place of fulfillment of all obligations arising from the contractual relationship shall be Essen. The place of jurisdiction for all legal disputes resulting from the contractual relationship including its creation and validity shall be Essen or, to our choice, also through the domicile of the purchaser.

The contractual relationship is subject to the law of the Federal Republic of Germany.