1. General 1.1. The subsequent terms and conditions, and only these terms and conditions, shall apply for all quotations, sales, deliveries and services, as well as for all legal relations with our business partners. Conditions supplied by a contractual partner which may deviate from these shall only become valid if expressly confirmed by us separately and in writing. 1.2. Verbal agreements must be followed by our written confirmation if they are to become effective. We shall also only be bound to any orders placed if they are confirmed in writing. Should modifications/additions to a confirmed order be required, these are also subject to the placement of an additional, written order. 1.3. Should a quotation be accompanied by documents, then the illustrations, pictures, weights and measurements indicated therein are not binding. The ownership and copyright for drawings, layouts and other documents remains with us. These documents shall only be made accessible to third parties upon our authorisation. Our quotations are only valid until the indicated deadline. The business partner may only use it as a reference if the quotation is accepted and the order placed within the time limit. 1.4. The business partner shall be informed of any changes, additions or omissions which may occur during order processing and which shall result in a necessary change to the order confirmation both in good time and in writing. 1.5. We reserve the right to make technical modifications and improvements to the ordered article of sale at any time. The business partner shall not be expressly informed of this if the change does not involve any changes to the price and function of the article in question. 2. Prices and payment 2.1. Unless otherwise agreed, the prices shall be understood as being ex-works, without packaging, transportation, insurance, assembly and commissioning, plus the level of VAT valid at the time of delivery. 2.2. Unless agreed separately, payment shall be made in cash, without deduction, at our payment office in the following instalments: 50 % upon placement of the order, 40 % upon delivery, 10 % upon acceptance 2.3. Unless otherwise arranged, the payments shall be made immediately after the invoice date, without deduction. 2.4. We reserve the right to adjust our prices in such case as, in order to guarantee the proper operation of the article of sale, additional parts, equipment, tools, etc become necessary which were not foreseeable when the quotation was issued and/or when the order was confirmed. 2.5. If payments are made or deferred later than agreed, interest at a rate of 2% above the current market rate operated by the Deutsche Bundesbank shall be charged for the respective period. 2.6. The business partner is not permitted to retain payments nor offset them against any counter demands he may have which are contested by us. The business partner shall only have a claim to offset payments if his counterclaims are recognized by law and are recognized or uncontested by us. 3. Delivery times 3.1. The agreed delivery time shall start on the day when the order confirmation is dispatched, however not before the business partner has provided all of the necessary documents, approvals, releases, nor before the agreed down-payment has been made. The delivery time shall be regarded as having been observed if the article of sale has left the factory, or the customer has been informed that it is ready for delivery, before it expires. 3.2. In cases of force majeure and actions within the framework of labour disputes, in particular strikes and lock-outs, or if unforeseen obstacles for which we are not responsible should arise, the delivery time shall be extended appropriately. This also applies to circumstances and measures at our suppliers and sub-suppliers. Also, we shall not act to rectify the said circumstances and measures if we are already delayed at the decisive point in time. 3.3. The confirmed delivery time shall only be observed under the condition that the business partner has already completely fulfilled all of the conditions necessary for the order to be processed without interruption. The delivery time may be interrupted and extended for an appropriate period should the following circumstances arise: a) If the ordering party does not observe the agreed payment terms, particularly if the down-payment due upon receipt of our order confirmation is delayed. b) If the business partner has not supplied us with the necessary documents immediately upon placement of the order. This particularly applies to sample parts (in sufficient number), drawings of the parts to be processed and all other documents requested by us. c) If the original order is changed at a later stage. 3.4. If the dispatch is delayed at the request of the business partner, we shall be entitled to invoice him for the actual expenses which arise due to their storage, beginning 1 month after he has been informed that the goods are ready for dispatch. The charges shall amount to at least 1% of the amount on the invoice for each started month in which the goods are stored. Should proof be provided that considerably lower costs have arisen, we shall only be entitled to invoice these actual costs. 3.5. The delivery time can only be observed if the business partner has fulfilled his contractual duties. 3.6. Partial deliveries are permitted. 3.7. The business partner is generally excluded from claiming against us for damages due to a delivery delay. 4. Reservation of property rights 4.1. We shall reserve the right of ownership for the supplied goods until we have received all of the payments indicated in the supply contract. 4.2. The business partner is entitled to sell off or to process the retained goods within the framework of ordinary business transactions. If sold to third persons however, he is not permitted to transfer ownership until we have received full payment of the goods. If the goods are processed, an agreement shall be made that this shall done solely to our advantage. If the retained goods are processed, connected, mixed or duplicated using other goods belonging to us, we are entitled to a corresponding percentage of co-ownership in the new article in relation to the ratio of the retained goods to the other goods at the time of processing, connecting, mixing or duplication. The business partner is not permitted to pawn the supplied goods nor to transfer them to third persons as security. 4.3. We must be informed of any attachment of the goods covered by our reserved ownership both immediately and in writing. 4.4. We are entitled to insure the article of sale against theft, breakage, fire, water and other damage at the cost of our business partner, if the partner has not proven to have taken out insurance himself. 4.5. Should the business partner display behaviour which is contrary to the contract, particularly if he delays payment, following a warning we shall be entitled to take back the article of sale, and the business partner shall be expressly obliged to hand over the said article to us. The assertion of our reservation of proprietary rights and our attachment of the article of sale are not regarded as being a withdrawal from the contract, in such case as the Statute covering Instalment Sales does not apply. 4.6. If the article of sale is returned due to a refusal or inability to provide payment on behalf of the business partner, then any down-payments which have already been made by him shall be viewed as compensation and shall not be reimbursed.
5. Transfer of risk 5.1. The risk is transferred to the business partner upon the dispatch of the goods. This also applies to partial deliveries. 5.2. Transport insurance shall only be purchased if the business partner requests and pays for it. 5.3. Should the dispatch be delayed as the result of circumstances for which the business partner is responsible, then the risk shall be transferred from the day on which he is informed that the goods are ready for dispatch. In such case, we are obliged to purchase the insurance requested by the customer once he has informed us of this in writing. The insurance shall be paid by the customer. 5.4. If the business partner does not provide us with any particular dispatch instructions, the dispatch shall be by Federal Post, parcel service, the Federal Railway or by a forwarding company, depending on the type, scope and expediency of the delivery. Should the business partner request express post or express goods delivery, additional costs shall arise which shall also be borne by the business partner. In case of a delivery delay for which we are responsible, the additional charges shall be borne by us. 5.5. The packaging shall be specified by us based on the goods' weight, scope, transportation type and duration if the business partner has not provided us with any particular packaging regulations. As a rule, we shall not take back non-returnable packaging. 5.6. The business partner must report any transport damage directly to the transporting company. If the business partner has contracted us to take out the transport insurance, then the transporting company must immediately send us their official findings on any detected damages and losses so that claims can be made on the transport insurance. 5.7. Supplied articles, even those which have negligible flaws, must be accepted by the business partner irrespective of the rights indicated in section 6. 6. Guarantees provide a replacement definitively fail, the business partner shall be entitled to either demand a cancellation of the contract or a reduction in the price. 6.2. All of those parts, which within an agreed warranty period starting at the time of commissioning, as the result of a circumstance which occurred before the transfer of risk, and which – particularly due to a faulty design, poor material or flawed construction - prove to be unusable or the use of which proves to be considerably impaired, must either be repaired at our discretion without charge, or must be replaced. 6.3. The business partner has an obligation to examine the goods immediately upon delivery. 6.4. If the defect applies to an intrinsic third-party product, then the business partner, who is a trader in terms of the German Commercial Code, must firstly make his warranty claim against our supplier. In such case, we herewith transfer any warranty claims against our supplier, to which we are entitled, on to the business partner. The business partner shall accept this transfer of entitlement. In such case as the business partner cannot enforce his warranty claims against our suppliers, even by taking the legal path, he is entitled to make his warranty claims against us. 6.5. We do not accept liability for damages arising from any of the following reasons: Unsuitable or inappropriate use, faulty assembly or commissioning performed by the business partner or third parties. Non-observance of the operating manual, faulty or neglectful treatment, natural wear, chemical, electrochemical or electrical influences, as long as they cannot be traced back to intention or gross negligence on our part, modifications or repair work which were not authorised by us. 6.6. Further claims of the business partner, particularly because of subsequent damage due to the flaw – in so far as they are not the result of the omission of warranted characteristics – are excluded. This does not apply if we are charged with having acted with intention or gross negligence. 6.7. If the dispatch, assembly or commissioning of the article of sale is delayed for a reason not attributable to us, then our liability to our business partner shall expire nine months after the transfer of risk, at the latest. The same applies in such case as the delivery is not made to the buyer himself, but rather to a reseller or special-machine manufacturer who sells or delivers our article of sale to the final consumer at a later date and with his own invoice. 6.8. The business partner's right to make claims because of defects shall always become invalid 6 months after the date of the duly-timed complaint however, at the latest, once the warranty deadline has elapsed. 6.9. Our liability shall be ruled out if the business partner supplies us with faulty material or prescribes us extraneous designs for manufacturing the order. 6.10. To complete all of the improvements and replacement deliveries which appear necessary at our discretion, the business partner must provide us with the necessary time and opportunity, otherwise we shall be released from our liability for defects. Only in urgent cases, in which the operational safety is at risk and to protect against disproportionately large damages – in which case we must be informed immediately – or if we are delayed in the omission of the defect, the business partner has the right to eliminate the defect himself or have it eliminated by third persons and to claim the reimbursement of the necessary costs from us. 6.11. All of the costs arising from the repair or replacement delivery, including the dispatch costs, shall be borne by us in such case as the complaint made by the business partner turns out to have been justifiable. The business partner shall bear all of the other costs. 6.12. If, depending on the individual case, the customer can request that the improvement or repair work be performed more inexpensively in his factory, we shall carry our charges for the necessary provision of an engineer. The business partner must ensure that our engineer can start with the necessary warranty work immediately upon arrival. If necessary, he must provide qualified assistant personnel without charge. Any waiting and non-productive times for preparation work and other services, which have no relation to the article of sale which is the subject of the complaint, which our engineer accumulates may be invoiced to the business partner. 6.13. Replaced machine parts shall always be retained by us or shall always be returned by the business partner free of charge. They are then transferred to our ownership. 7. Industrial property rights If the business partner prescribes certain designs and configurations, he shall be liable for ensuring that the property rights of third persons are not violated. 6.1. Should the delivered goods and/or the delivered plants display defects, then the business partners must inform us in writing of any obvious defects within 14 days after the transfer of goods to the business partner. If the defects are not immediately apparent, the same should be done once the flaw has been detected. We are entitled to either repair the goods or provide a replacement, as we so choose. Should our attempts to repair the goods or 8. Assembly Unless agreed otherwise, we are entitled to separately invoice any on-site assembly work according to Scheugenpflug's valid hourly and allowance rates. 9. Jurisdiction In case of any disputes arising from the contractual relationship with the business partner, and should he be a registered trader as indicated in the German Commercial Code, it is agreed that Regensburg shall be the Court of Jurisdiction.
GTaC
