GENERAL TERMS AND CONDITIONS

Our terms and conditions apply to the delivery of machines and systems for domestic business to

a person who, when concluding the contract, is acting in the exercise of his commercial or independent professional activity (entrepreneur)
legal entities under public law or a special fund under public law.
Deliveries to consumers are not subject to the terms of delivery

I. General

1. all deliveries and services are subject to these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the customer shall not become part of the contract even if the order is accepted. In the absence of a special agreement, a contract is concluded with the supplier's written order confirmation. Our written order confirmation is decisive for the scope of the delivery and service. Changes and additions shall be invoiced as additional services. A sufficient processing time may be required for such systems between the order and confirmation of the order, during which time the order placed shall remain binding for the customer.

2. the supplier reserves the right of ownership and copyright to samples, cost estimates, drawings, etc., information such as performance or weight specifications, of a physical and non-physical nature - including in electronic form - they may not be made accessible to third parties.
The Supplier undertakes to make information and documents designated by the Purchaser as confidential accessible to third parties only with the Purchaser's consent.

3. as a matter of principle, the scope of delivery does not include
Lifting gear, scaffolding, protective devices, helpers, roof drifts, electrical connections and other ancillary work. This also applies to lump-sum orders, unless they have been expressly agreed and confirmed in writing.
If these are nevertheless performed in order to fulfill the order, they shall always be invoiced and paid for separately.

4 We carry out electrical work on the basis of the VDE regulations.

5. installation work shall be carried out on the basis of our installation conditions.

6. in the case of orders at an all-inclusive fixed price, the calculation shall be made without measurement at the agreed all-inclusive price. However, changes and additions shall be remunerated additionally.

7. we charge 20% of the net purchase price for cleaning and reconditioning for the return of system parts that are not required.
Freight costs shall be borne by the returning party and must always be delivered free works. Custom-made products cannot be taken back.

II Price and payment

1. unless otherwise agreed, prices are ex works including loading at the factory, but excluding packaging, unloading and assembly. Value added tax at the respective statutory rate shall be added to the prices.

2. in the absence of a special agreement, payment shall be made without any deduction to the supplier's account, namely
1/3 down payment after receipt of the order confirmation,
1/3 as soon as the customer has been informed that the main parts are ready for dispatch,
the remaining amount within one month after transfer of risk.

(3) The customer shall only be entitled to withhold payments or offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established.

4. the calculation basis is the day of dispatch, even for systems to be installed by us. For payments received late, the usual bank interest and costs will be charged without the need for a reminder, subject to the assertion of further rights.

5. if assembly is included in the price, this shall only apply if assembly is possible without interruption; in the event of interruption through no fault of our own, additional costs for travel, set-up times, freight etc. shall be payable.

6. unless otherwise agreed, the following terms of payment shall apply: 8 days 2% discount; 30 days net; installation and services immediately upon receipt of invoice.

7. for new customers, we reserve the right to make delivery only against advance payment or cash on delivery.

III Delivery time, delay in delivery

1. the delivery time results from the agreements of the contracting parties. Compliance with the delivery time by the supplier presupposes that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all obligations incumbent on him, such as the provision of the necessary official certificates or approvals or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the supplier is responsible for the delay.

2. compliance with the delivery period is subject to correct and timely delivery to the supplier.

3. the delivery deadline shall be deemed to have been met if the delivery item has left the supplier's works by the time it expires or readiness for dispatch has been notified. If acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - or alternatively the notification of readiness for acceptance.

4. if dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, he shall be charged the costs incurred as a result of the delay, starting one month after notification of readiness for dispatch or acceptance.

5. if non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond the supplier's control, the delivery time shall be extended accordingly. The Supplier shall inform the Purchaser of the beginning and end of such circumstances as soon as possible.

6. the customer may withdraw from the contract without setting a deadline if the entire performance becomes finally impossible for the supplier before the transfer of risk. In addition, the customer may withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and the customer has a justified interest in rejecting the partial delivery. If this is not the case, the purchaser must pay the contractual price for the partial delivery. Otherwise, Section VlI.2 shall apply.
If the impossibility or inability to perform occurs during the delay in acceptance or if the Purchaser is solely or predominantly responsible for these circumstances, it shall remain obliged to provide consideration.

7. if the supplier is in default and the customer suffers damage as a result, he shall be entitled to demand lump-sum compensation for default. This shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.
If the customer grants the supplier in default - taking into account the statutory exceptions - a reasonable period for performance and if the deadline is not met, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions.
Further claims arising from delayed delivery shall be determined exclusively in accordance with Section VlL2 of these Terms and Conditions.

IV. Transfer of risk Acceptance

1. the risk shall pass to the customer when the delivery item has left the factory, even if partial deliveries are made or the supplier has assumed other services, e.g. shipping costs or delivery and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the supplier's notification of readiness for acceptance. The customer may not refuse acceptance in the event of a minor defect.

2. if dispatch or acceptance is delayed or does not take place as a result of circumstances for which the supplier is not responsible, the risk shall pass to the customer from the day of notification of readiness for dispatch or acceptance. The Supplier undertakes to take out any insurance requested by the Purchaser at the latter's expense.

3. partial deliveries are permissible, insofar as reasonable for the purchaser.

V. Retention of title

1. the supplier retains title to the delivery item until all payments arising from the delivery contract have been received.

2. the supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the customer's expense, unless the customer has demonstrably taken out the insurance himself.

3. the customer may not sell, pledge or assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform the supplier immediately.

4. in the event of breach of contract by the customer, in particular default of payment, the supplier shall be entitled to take back the delivery item after a reminder and the customer shall be obliged to surrender it. The assertion of the retention of title and the seizure of the delivery item by the supplier shall not be deemed a withdrawal from the contract.

5. the application for the opening of insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.

VI Warranty

Subject to Section VII, the supplier shall provide the following warranty for material defects and defects of title in the delivery to the exclusion of further claims:
Material defects

1. all those parts which prove to be defective as a result of a circumstance occurring before the transfer of risk shall be repaired or replaced free of charge at the discretion of the supplier. The discovery of such defects must be reported to the supplier in writing without delay, at the latest 2 weeks after receipt of the delivery. Replaced parts shall become the property of the supplier. To this end, the Purchaser must inspect the delivery and service for recognizable defects immediately after receipt. Complaints must be made in writing within a period of eight days after receipt. Hidden defects that cannot be discovered within this period, even with the most careful inspection, must be reported in writing immediately after their discovery, but at the latest within five working days.

2. the customer shall, after consultation with the supplier, give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the supplier deems necessary; otherwise the supplier shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case the Supplier must be notified immediately, shall the Purchaser have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Supplier.

3. of the costs arising from the repair or replacement delivery, the supplier shall bear - insofar as the complaint proves to be justified - the costs of the replacement part including shipping as well as the reasonable costs of dismantling and installation, and, if this can be reasonably demanded in the individual case, the costs of any necessary provision of his fitters and assistants.

4. within the framework of the statutory provisions, the purchaser has the right to withdraw from the contract if the supplier - taking into account the statutory exceptions - allows a reasonable deadline set for him for the repair or replacement delivery due to a material defect to expire fruitlessly. If there is only an insignificant defect, the customer shall only be entitled to a reduction of the contract price. The right to reduce the contract price is otherwise excluded.

5. no warranty is assumed in particular in the following cases
Unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - insofar as the Supplier is not responsible for them.
For wearing parts, i.e. products whose functionality is limited to a certain period of operation for technical reasons, such as hoses, funnels, etc., liability is excluded. Furthermore, liability is excluded for normal wear and tear in the event of an excessive storage period, damage caused by the purchaser, improper use and defects known at the time of delivery. However, the exclusion of liability shall not apply in the event of fraudulent concealment of a defect or the written assumption of a guarantee for the quality of an item in accordance with § 444 BGB. Only the direct purchasers are entitled to any claims and these are not transferable to third parties. The buyer shall only be entitled to claims if the exact conditions of use were known when the order was accepted and the buyer has used the goods for the intended purpose. Verbal and written offers are made to the best of our knowledge and belief, but are only binding if confirmed in writing. In all other respects, the statutory provisions shall apply.

6. in principle, only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.

7. if the customer receives faulty assembly instructions, we shall only be obliged to supply faultless assembly instructions and only if the fault in the assembly instructions prevents proper assembly.

8. the customer shall not receive any guarantees from us in the legal sense. Manufacturer warranties remain unaffected by this.

9. if our system parts are exported by the customer, our warranty shall be limited to the amount of the costs of remedying defects that would have been incurred at the place of the respective border crossing. Any additional costs incurred shall be borne by the customer.

Defects of title

10. if the customer or a third party carries out improper repairs, the supplier shall not be liable for the resulting consequences. The same applies to without prior consent

11. if the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, the Supplier shall, at its own expense, procure the right for the Purchaser to continue using the delivery item or modify the delivery item in a manner that is reasonable for the Purchaser so that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, the Supplier shall also be entitled to withdraw from the contract. In addition, the Supplier shall indemnify the Purchaser against undisputed or legally established claims of the owners of the industrial property rights concerned.

12. subject to section Vll.2, the obligations of the supplier mentioned in section VI. 7 are conclusive in the event of an infringement of property rights or copyrights.
They shall only apply if
- the Buyer informs the Supplier immediately of any asserted infringements of industrial property rights or copyrights,
- the Purchaser supports the Supplier to a reasonable extent in the defense against the asserted claims or enables the Supplier to carry out the modification measures in accordance with Section VI. 7,
- the Supplier reserves the right to take all defensive measures, including out-of-court settlements,- the defect of title is not based on an instruction of the Purchaser and
- the infringement of rights was not caused by the fact that the Purchaser modified the delivery item without authorization or used it in a manner not in accordance with the contract.

VII Liability

1. if the delivery item cannot be used by the customer in accordance with the contract due to the fault of the supplier as a result of omitted or faulty execution of suggestions and advice given before or after conclusion of the contract or due to the breach of other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of sections VI and Vll.2 shall apply accordingly, excluding further claims by the customer.

2. the supplier shall only be liable for damage that has not occurred to the delivery item itself - for whatever legal reasons - in the event of
- in the event of intent,
- in the event of gross negligence on the part of the owner / executive bodies or executive employees,
- in the event of culpable injury to life, limb or health,
- in the event of defects which he has fraudulently concealed or the absence of which he has guaranteed,
- in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.
In the event of culpable breach of material contractual obligations, the Supplier shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract.
Further claims are excluded.

VIII. Statute of limitations

All claims of the customer - on whatever legal grounds - shall become time-barred 12 months after delivery of the item, in the case of one-shift operation. If we have undertaken to manufacture a work, claims for defects shall become time-barred 1 year after acceptance in the case of one-shift operation. The statutory periods shall apply to intentional or fraudulent conduct and to claims under the Product Liability Act. They shall also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.

IX. Use of software

If software is included in the scope of delivery, the customer shall be granted a non-exclusive right to use the software supplied, including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
The customer may only reproduce, revise, translate or convert the software from the object code into the source code to the extent permitted by law (§§69 a ff. UrhG). The Customer undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without the Supplier's prior express consent.
All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicenses is not permitted.

X. Applicable law, place of jurisdiction

1. all legal relationships between the supplier and the customer shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.
2. the place of jurisdiction shall be the court responsible for the Supplier's registered office in Augsburg. However, the Supplier shall be entitled to bring an action at the Customer's principal place of business.