Thursday, 23rd of November 2017

General terms

1. Validity

The following General Terms and Conditions of Trade apply to all work that we, as contractors, are obliged to perform under the terms of supply agreements, contracts for work and services and other performance contracts concluded with business enterprises, legal entities under public law or special funds under public law. Deviating terms and conditions, in particular conflicting terms and conditions of business, will not be recognised by us.


2. Underlying terms of contract

2.1 All offers and quotations made by our company are not binding. An order / contract can only become effective if we have agreed to it in writing or have given written confirmation. Any documents that are part of an offer or quotation, such as drawings, specifications, technical details may only be considered approximate unless they are expressly designated as binding. Further, it is required that clients provide us with full information regarding operational conditions, particular location conditions and specific operational circumstances.

2.2 We reserve the right to ownership and exclusive utilization of our documents, unless the contract entered into with the client specifies differently. Our documents, as well as our operational and company secrets that the client becomes aware of, are to be treated as confidential at all times and are not to be used outside the framework of our business relationship without our consent.

2.3 Under the condition that utilization, as laid down in writing, is not adversely affected, technical adjustments and alterations to the work and services undertaken by us can be carried out, provided that the overall quality of our work is not impaired.


3. Execution documents, delegation

3.1 The documents required for the execution of an order are to be submitted to us in due time and free of charge.

3.2 The client vouches for the accuracy and completeness of the documents.

3.3 We are entitled to entrust a third party with the execution of an order.


4. Client´s obligation to cooperate

If the place of contractual performance is the client´s site / premises, then, unless agreed differently, the client is responsible for the provision of necessary auxiliary personnel, tools and equipment, water, electricity, heating, workrooms etc.. Further, the client is to provide for the entire period of assembly, suitable equipment for assembly / installation, such as scaffolding, ladders, fork-lift trucks with driver and workman´s cage, hydraulic ramp with a minimum load capacity of 350 kg (length = 2.2 m, width = 1.0 m with adjustable platform) and sufficient height. If the client fails to fulfil his obligation to cooperate, then we are entitled, but not obliged, to carry out the client´s obligations on his behalf and at his expense, subsequent to having given notification. Further legal or contractual rights and claims remain unaffected.


5. Form of delivery and transport

The client is to bear the costs of transport separately. We are to be responsible for the choice of transit route, the choice and use of transport facility, as well as the declaration of goods, unless the client has given express instructions in this matter. Partial delivery is permitted.


6. Time of performance, delay in performance

6.1 Times of performance / times for performance shall not commence before receipt of a written agreement on all (including the technical) sections of the contract and receipt of an agreed advance payment. We stipulate the precondition that the client fulfils his contractual duties and that all necessary documents, clearances etc. from him are submitted without delay.

6.2 In the event of delay in performance due to industrial disputes, or if circumstances arise for which we are not responsible, then the time of performance shall be extended accordingly; this shall also apply if such circumstances arise after we have become guilty of a delay in performance.

6.3 If the client can prove that he has suffered damage as a result of a delay, then he is entitled to demand compensation for delayed performance; such compensation is, however, limited and for each week of delay shall be fixed at a maximum of 0.5% - in all not more than 5% - of the value of the part of service or work that cannot be used on time due to the delay. Further claims are to be based solely on clause 10.

6.4 If, prior to the point in time when the client bears the risk, the object that represents our contractual performance is lost or deteriorates without intention or negligence on our part, then we are entitled to demand payment of the agreed remuneration, less expenses that we have been spared. The same shall apply if circumstances beyond our control make contractual performance impossible. The client can demand that contractual performance is repeated when and to the extent that this can reasonably be expected of us, particularly in view of other contractual commitments. Remuneration is to be adjusted accordingly, on the basis of the previous price agreement.


7. Contractual penalty

Any claims that may arise on the strength of an agreed contractual penalty can only be asserted subject to reservation and immediately following occurrence of the circumstances that are deemed a contractual penalty. A contractual penalty can, if the case arises, be modified through court ruling under the provisions of section 343 of the German Civil Code (§ 343 Bürgerliches Gesetzbuch).


8. Transfer of risk and acceptance

8.1 Risk is automatically transferred to the ordering party after the delivery has left our plant; this stipulation shall also apply to part delivery and contracts for which we undertake to carry out other services, such as installation. If acceptance is to be conducted, then risk shall be transferred according to statutory provisions.

8.2 If, at the request of the client or for reasons that he is responsible for, final acceptance of the finished work is postponed beyond the date stipulated in the contract, then risk shall be transferred to the client for the period of postponement.

8.3 The client is obliged to accept the work or contractual services as soon as he knows about completion or is notified of completion. If a minor defect is ascertained, then the client is not permitted to refuse acceptance. In the event of non-acceptance, the client is to inform the contractor of the reasons and is to set a new reasonable deadline for acceptance if a correction of the defects is possible and can reasonably be expected of both parties. If the work is not accepted, then the reasons are to be recorded in the inspection report. Acceptance shall be deemed given for defects that are not recorded inasmuch as the work is visually free of defects and subsequent damage is the responsibility of the client.

8.4 If the client has started to use the work, then this will be seen as tacit acceptance. It will be presumed that acceptance was the commencement of utilization.

8.5 If delayed acceptance is not due to our intention or negligence, then acceptance of the work will be assumed after two weeks (14 days) following notification of completion of the work. This notification is also a request to the client to accept the work.

8.6 In the event of acceptance of parts of the work, the above paragraphs apply accordingly.


9. Client´s rights when defects have been ascertained, statutory limitation

9.1 In accordance with the following provisions, we assume liability for the agreed condition of our work when risk is transferred. A so-called quality protection guarantee or guarantee of durability is only given if we have expressly declared this to the client separately in writing.

9.2 We will not assume liability for defects that result from a change in the nature of the work at the request of the client, or for defects that are ascertained on materials supplied or stipulated by the client, or for defects on advanced deliveries requested by him, or as a result of his instructions or as a result of other circumstances for which the client is responsible.

9.3 Subsequent to transfer of risk, we will assume liability in accordance with clause 9.1 for defects that are ascertained within 12 months; this means that we will determine the method of correcting the defects and at our expense, or we will carry out the work in question a second time, or we will partly correct the defects and carry out the remaining work a second time. We must be given written notification of all defects as soon as they are discovered. We must be given sufficient time and opportunity to carry out all steps we consider necessary to correct the defects or for new delivery, otherwise we will not be held responsible in this respect.

9.4. The right to assert defects is statute barred when 12 months have elapsed after acceptance or receipt of the contractual work or service. In the event of willful or fraudulent action or if claims under the Product Liability Act are raised, then the statutory time limits shall apply. They shall also apply if defects are ascertained in a structure, or in the case of supplied items that were used for a structure in accordance with the purpose for which they are intended to be used and which caused that structure´s defectiveness.

9.5 If we are found guilty of allowing the lapse of a reasonable extension granted to us for the remedy of defects, the client may claim a reduction in price. The right to a reduction in price is also valid in other cases of failure to remedy defects, provided that we had already been given at least two opportunities to do so. The client shall only be permitted to cancel the contract after a reasonable period of notification has been given, unless he is not legally obliged to do so, if it can be proved that the work is of no interest to him even when a reduction in price is taken into consideration. This provision does not apply to construction work. Cancellation is ruled out at all times in the case of irrelevant defects.

9.6 We are entitled to refuse to remedy defects if the costs incurred would be disproportionately high.

9.7 If any alterations or repair work are carried out improperly by the client or a third party without our prior consent having been given, then we shall be discharged from our liability for defects. Only if the operational safety is at immediate risk, and to avert excessive damage, of which we are to be informed immediately, or if a defect is not remedied within the set time limit, is the client permitted to remedy the defect himself or arrange for a third party to do this on his behalf.


10. Other liability, exemption from liability

10.1 Claims for damages on the part of the client, regardless of the legal justification, are ruled out. With the exception of fatal injury, physical injury or injury to a person´s health as a result of breach of duty on our part if this is our responsibility, and for other damage that arises from wilful or negligent breach of duty on our part. Breach of duty by our legal representatives or vicarious agents shall be tantamount to breach of duty on our part. Any such cases for which legal liability is obligatory, for instance under the Product Liability Act or under the conditions of a guarantee, shall remain unaffected. In the event of possible compulsory liability regarding negligent violation of essential contractual duties, liability shall be limited to the damage relevant to the type of contract which can reasonably be foreseen.

10.2 If we are guilty of any other breach of duty for which we are responsible and which is not due to a defect in our work, the client can cancel the contract in accordance with legal provisions after a fixed reasonable time limit has lapsed without effect. Any further claims are ruled out.

10.3 The statutory period of limitation for the client´s other rights and claims is set at one year.


11. Client´s liability to effect compensation

If the machines or equipment provided by us are lost or damaged on the client´s site, without intention or negligence on our part, then the client will be obliged to effect compensation.


12. Prices, payment

12.1 Unless otherwise agreed, prices are ex works including loading at the plant, but excluding packaging and unloading. The legally stipulated VAT / sales tax will be added to all prices.

12.2 Unless otherwise agreed, payment is to be free of any deductions and to our account as specified below:

•    1/3 initial payment after receipt of the confirmation of the order,
•    1/3 as soon as we have informed the ordering party / client that
     the main components are ready for dispatch,
•    the remaining balance within a month following transfer of risk.

In any case, payment is to be effected without any deduction within 30 days of receipt of the invoice. The date of receipt of payment is decisive at all times. We are legally entitled to demand progress payment or part payment at any time.

12.3 If a difference of opinion arises when the final settlement is due, then the amount that is undisputedly owing to us is to be paid nevertheless.

12.4 Unreserved acceptance of the final payment, which is marked as such, does not rule out subsequent claims. We will endeavour to stipulate a reservation within 6 weeks of receipt of the final payment, and within a further month we will submit a testable invoice for the reserved outstanding accounts, or, if this is not possible, the reservation will be specified in full.


13. Reservation of ownership

13.1 We reserve the right to ownership of all our services and work until full payment of all outstanding accounts that are either due to us or may still be incurred as a result of the business relationship with the ordering party, regardless of the legal justification. If the ordering party violates their contractual obligations, then we are entitled to demand that the reserved goods be handed over to us. If insolvency proceedings are instituted against the ordering party, then we are entitled to claim possession immediately. The right of possession is given regardless of the right of rescission and exercising that right. Section 449, subsection 2 of the German Civil Code (§ 449, 2 BGB) shall not apply.

13.2 The ordering party is entitled to treat or process (the ordered goods) to the extent required for the regular operation of his business activities. Such procedure is carried out in our name. To the extent that our property is therefore lost, the ordering party hereby transfers to us ownership of the created item in order to secure claims under sentence 1. Following mixing, blending or compounding of components we shall acquire joint ownership of the new item proportionate to the value of our supplied good or service in relation to the other mixed or compounded items. The ordering party is obliged to hold in safe custody, free of charge and on our behalf, the item that was created as a result of compounding, mixing, blending, treating or processing.

13.3 Within the regular operation of his business activities, the ordering party is entitled to resell our supplied good or our work or the item created by compounding, mixing, blending, treating or processing; this right can be revoked at any time. The ordering party hereby transfers to us all of the outstanding trade debts with subsidiary rights that are due to him from the resale or in connection with it. The transferred outstanding trade debts serve as security for all claims laid down in sentence 1.

13.4 If requested to do so by the client, we undertake to release the security that we are entitled to the extent that the realizable value of our security is more than 20% of the value of the debts to be secured.


14. Deposit of security

14.1 Unless otherwise agreed in the contract, security can be provided by depositing cash or by a bank guarantee given by a financial institute or a loan insurance company registered in the European Union. We can select from the different kinds of security and we can replace one form of security by another.

14.2 The client is to return his security immediately as the purpose of the security measures ceases to apply completely or partially.