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Gerneral Terms and Conditions


§1 General provisions

Only the general terms and conditions stipulated by our company shall apply to our services, except as otherwise provided in a written agreement. Any terms and conditions, which conflict with our general terms and conditions, will not be recognized, unless this is expressly confirmed in writing by our company.

§ 2 Offers, prices and data protection

(1) All prices shall apply to standard working hours and standard work performed. Additional pay will be charged for night work, Sunday work, work on public holidays and overtime work as well as for work done under more difficult conditions. All prices are in Euro plus the prevailing rate of statutory value-added tax.

(2) The prices quoted in offers are not binding and are subject to change without notice until the confirmation of the order. Any incoming order shall be regarded as an offer. The customer or the party ordering is bound by this offer up to two weeks following the receipt of the offer. The acceptance of the offer shall be effected either through the confirmation of the order or through the execution of the order which is based on the offer. In the event of any written confirmation of order, the text of the said confirmation shall serve as the criterion for the stipulation of the contents of the contract. Any objection to our letter of confirmation must be in writing and must be raised within one week at the latest. Flat-rate prices are valid, only if these are specified as such by our company.

(3) If the performance of the contract is effected later than four months after the date of the order confirmation, our company shall have the right to adjust the prices specified in the order confirmation in accordance with the current wages and cost of materials at the time of performance of the contract.

(4) Our company shall have the right to issue partial invoices, if the order stipulates that several obligations are to be performed within a total period of time amounting to more than a month.

(5) The customer shall consent to the EDP-based storage of its data for our company’s customer file.

§ 3 Delivery period and installation

(1) The execution of the order shall be effected according to the date specified in the order confirmation. The date specified in the order confirmation should not be considered as a fixed date, but only as the approximate date agreed upon, unless the order confirmation expressly stipulates that the aforementioned date is binding. Any business on fixed terms or fixed-date purchase is permissible, only if our company issues its express written approval. This type of business must be specified as such. We shall have the right to effect partial deliveries any time.

(2) All disruptive events, which are beyond our control, e.g. industrial disputes, natural disasters, traffic disturbances, fire and other cases of force majeure, shall release our company from the punctual performance of an obligation.

(3) During the execution of the order, a lockable storage room for the safekeeping of tools and materials shall be provided to us by the customer free of charge. The tools and materials shall be transferred to the custody of the customer.

(4) In the event of any delay in delivery or installation, a reasonable grace period for the subsequent performance of an obligation shall be granted to us by the customer in each case; the minimum grace period, however, shall be four weeks. All claims for damages due to non-performance as well as for damages due to delayed delivery or installation shall be excluded. The same shall apply to lost profits and consequential damages. In case of the termination of the contract, our company shall be entitled to the reimbursement of stand-by costs in addition to the remuneration which accrued until the date of termination of the contract.

§ 4 Reservation of ownership

(1) We will expressly retain the title to the goods which were delivered to the customer by our company as well as the title to the products resulting from the processing or conversion of such goods until their full payment. Any aforementioned processing or conversion carried out by the customer or its agent shall result only in the creation of rights, not obligations for the company. If the aforementioned processing or conversion of the goods subject to reservation of ownership is carried out in combination with other goods, our company shall acquire joint ownership to the new products according to the ratio of the value of the processed or converted reserved goods to the value of the other goods at the time of processing or conversion. The joint ownership shares resulting therefrom will be transferred by the customer to our company and held in custody by the customer free of charge. If the items delivered by our company become immovable fixtures of a piece of real property, and if the customer fails to comply with the stipulated periods of payment, the customer shall give us the permission to remove the items delivered and installed by our company as well as retransfer the ownership to our company. All costs resulting from the installation will be paid by the customer.

(2) If the goods, which are subject to reservation of ownership, are sold by the customer in the ordinary course of business to a third party, all claims of the customer arising from the resale or from any legal ground relating to the reserved goods, shall be assigned to us by the customer on account of performance and in accordance with the amount of our claims. We hereby accept this assignment of claims. Our company shall authorize the customer to collect the assigned claims. However, this authorization is subject to revocation.

§ 5 Payments and setoffs

(1) Payments are to be effected in cash, without discount, within 14 days after the receipt of the invoice, unless otherwise agreed upon. Installation costs are immediately payable after the receipt of the invoice.

(2) The payment of the invoice amount into one of our business accounts shall be the decisive factor for determining the punctuality of each payment. In the event of any default in payment by the customer, our company shall have the right to charge interest on arrears amounting to 5% above the prevailing base interest rate published by the Federal Bank of Germany (Deutsche Bundesbank) at the time of maturity. Our company reserves the right to claim further damages due to delayed performance.

(3) The customer shall have the right to offset against the amount stated in the invoice, only in the case of undisputed and res judicata (final and absolute) claims. The customer shall be entitled to the right of retention, only if such right is based on the same concrete contractual relationship.

(4) If several outstanding receivables are due from the customer, incoming payments shall be offset first against the liability with the earliest maturity date.

(5) If the payment for any current delivery and installation is not effected within the stipulated maturity dates, our company shall have the right to suspend subsequent delivery or installation until the receipt of payment or give the buyer a time limit for payment. Upon the expiration of this time limit, our company may refuse any further performance of obligations or claim damages. The same shall apply in case of the dishonoring or non-payment of a check or bill of exchange which was issued on account of performance.

§ 6 Place of performance and passage of risk

(1) The place of performance for all claims asserted by both parties shall be Bielefeld, unless otherwise agreed upon.

(2) The dispatch of goods shall be carried out for the account and at the risk of the customer. The goods will be dispatched from Bielefeld, unless otherwise agreed upon. The choice of packaging and transportation will be left to our discretion. The customer shall pay for all the costs incurred for packaging and transportation.

(3) The risk is transferred to the customer as soon as the goods have been handed over to the forwarding agent or carrier. The same shall also apply, if our company allows its own personnel to carry out the dispatch of goods.

§ 7 Acceptance, liability and warranty

(1) The warranty period shall be one year. This period shall commence upon acceptance of the completed work, if the law governing contracts for work and services is applicable to the contract. The acceptance of goods shall be carried out by the customer within two weeks after the provision of goods and confirmed through the acceptance certificate, unless otherwise agreed upon. According to the acceptance certificate, our company shall immediately rectify any defects which may be discovered. Minor defects should not prevent the acceptance of goods nor bring about any postponement of the acceptance date.

(2) If the law governing the sale of goods applies to the contract, the customer is under obligation to inspect the goods immediately upon the receipt of such goods. Any complaints, which are connected with apparent defects, must be immediately reported to us by the customer; at the latest, however, within one week after the receipt of goods. The complaint or notice of defects must be made in writing in each case. The receipt of the notice of defects by our company shall be the decisive factor in determining the punctuality of such notice. Any defects relating to a part of the delivery should not result in the rejection of the entire delivery. Expendable materials and so-called depreciable parts are excluded from the warranty.

(3) The warranty shall not apply to defects or faulty functions which are connected with the lack of compatibility of an additional product delivered by the customer together with the product delivered by our company, unless this was specifically agreed upon in the order confirmation. Furthermore, our company shall not assume liability for damages which are attributable to improper use, faulty operation and handling, non-compliance with installation requirements, natural wear and tear, failure to carry out repairs, inappropriate production facilities, chemical, electrochemical or electrical forces, etc., provided that these occurrences are not caused by our company or by a person employed by our company in the performance of an obligation.

(4) Each warranty shall be revoked in the event of any improper repair work executed without the approval of our company as well as any other customer or third-party intervention which is connected with the asserted defects.

(5) Notwithstanding the legal ground, all claims of the customer shall be restricted to cases involving intentional or grossly negligent action committed by our company, our statutory representative or persons employed by our company in the performance of an obligation. This shall not apply to damages resulting from death, physical injuries or health injuries which are caused by a negligent breach of duty by our company, or by an intentional or negligent breach of duty by our statutory representative or by persons employed by our company in the performance of an obligation. Furthermore, this paragraph shall not apply to the fundamental contractual obligations which are indispensable for attaining the purpose of this contract (“cardinal obligations”). The same shall apply to mandatory liability, e. g. according to the Product Liability Law (ProdHaftG or “Produkthaftungsgesetz”).

§ 8 Collateral agreements and written form

Collateral agreements must be made in writing in order to be valid. This shall also apply to any waiver of the written-form requirement.

§ 9 Applicable law and place of jurisdiction

(1) The law of the Federal Republic of Germany shall prevail. The terms of the UN Convention on Contracts for the International Sale of Goods shall be excluded.

(2) The place of jurisdiction for merchants, legal persons under public law, special assets of the Federal Government shall be Bielefeld. However, our company shall be at liberty to sue the customer at its general place of jurisdiction.

§ 10 Final provisions

If any provision of these general terms and conditions ceases to be effective or becomes invalid, then this shall not affect the validity of the remaining provisions. However, the parties shall undertake to replace the invalid provision by another provision which comes as close as possible to the essence and purpose of this invalid provision.