§ 1 General; Application

( 1 ) Our General Terms and Conditions apply exclusively. Other terms and conditions,  which contradict or depart from our General Terms and Conditions, are not recognized by us unless we would have agreed to same expressly in writing. Our General Terms and Conditions also apply if we make delivery to the Purchaser with knowledge of Purchaser's said terms and conditions, contradicting or departing from our General Terms and Conditions.

( 2 ) This written Agreement contains all agreements and understandings pertaining to the contract between us and the Purchaser.

§ 2 Offer; Offer Documentation

( 1 ) Our offer is freely revocable.

( 2 ) We retain all property rights and copyrights to pictures, drawings, calculations and other documents that we provide to Customers and Purchasers. Our offers and documents may not be made available to third parties, particularly competing companies. They shall be returned upon demand.

§ 3 Prices; Payment Terms

( 1 ) Unless otherwise provided in the order confirmation, our prices are quoted ex works, excluding packaging for shipment.  Packaging for shipment is separately shown in the invoice.

( 2 ) Statutory value-added tax is not included in our prices. It is separately itemized in the invoice as of the date of invoice per the statutory amount.

( 3 ) The application of a cash discount must be provided for in writing. If a down payment has been agreed, we are not obligated to deliver the goods until the agreed down payment has been credited to our bank account or until it has been paid to us in cash.

( 4 ) Unless otherwise provided in the order confirmation, the purchase price is due and payable within 30 days following the date of invoice. If the Purchaser's payment is delinquent, we are entitled to charge a per annum interest in the amount of 6% above the prime lending rate then prevailing in the FRG. If the delinquency has caused damages in a greater amount, we are entitled to recover same.

( 5 ) The Purchaser has the right of setoff only if its offsetting claims have been affirmed by a court of competent jurisdiction or recognized by us. Moreover, it may only exercise any right to withhold payment based on non-performance by us, if the right arises out of the same contract.

( 6 ) Changes requested in the design of the goods after order confirmation are without charge only if we incur no additional costs. Any additional costs incurred shall be paid by the Purchaser. The additional costs of any changes made at the request of the Purchaser after manufacture of the goods shall paid for wholly by the Purchaser.

§ 4 Delivery Time

( 1 ) The commencement of the delivery time set by us presupposes that all technical questions have been resolved.

( 2 ) The performance of our delivery obligation further presupposes the timely and correct fulfillment by the Purchaser of its duties of cooperation. In particular, the Purchaser must submit all documentation necessary to the execution of the order in a timely manner.

( 3 ) If the Purchaser is delinquent with payment, or if it breaches any other duties of cooperation, we may demand that our damages be compensated. We also reserve the any affirmative defense based on failure to perform.

( 4 ) If the elements of section 3 hereinabove are established, the risk of accidental loss or other accidental damage to the goods passes to the Purchaser at the time the Purchaser is in delay of acceptance or performance.

( 5 ) We may reasonably prolong the agreed delivery time by unilateral notice if the performance of the order is delayed by an Act of God or an event, or events, for which we cannot be held responsible. The Purchaser is not entitled to terminate the Agreement or demand damages if the delivery time is exceeded for said reasons. We may make only partial delivery of the goods.

§ 5 Risk of Loss; Costs of Packaging

( 1 ) Unless otherwise provided in the order confirmation, the goods are delivered ex works.

(2) Packaging for shipment and all other packaging in accordance with the German packaging regulation [Verpackungsordnung] are not returnable, except for palettes. The Purchaser is obligated to properly dispose of the packaging at its own expense.

( 3 ) On written request of the Purchaser, insurance against the risks of transport will be purchased at Purchaser's expense.

§ 6 Warranty

( 1 ) If the goods delivered do not conform to the contract for reasons for which we are responsible, we may elect to cure the delivery by repairing the goods or replacing them. In the event of repair, we shall bear the costs of repair, not to exceed the purchase price.

( 2 ) If the repair or replacement of the goods fails, the Purchaser may elect between rescission of the purchase contract or an appropriate reduction in the purchase price. Damages for consequential or special damages are excluded. Liability for damages is limited to foreseeable, typically arising damages, except in the case of an intentional breach.

( 3 ) If product transport information is provided by the Purchaser, there shall be no warranty liability if the product information is incorrect and, consequently, the product cannot be transported in an adequate manner.

( 4 ) There shall be no warranty liability for a non-conforming delivery (defect) and for the absence of promise qualities in the product, if the Purchaser performs, or has a third party perform, alterations or repair work to the goods without our authorization. The Purchaser shall grant us a reasonable time for such work on the goods as appears necessary to us and the delivery of replacement products or parts. If the time granted is too short, we are released from the warranty obligations. We disclaim any liability for replacement parts that are subject to premature wear due to their material composition or to the way they are used. Liability is further disclaimed in the event of improper maintenance or service actions, improper overloading by the Purchaser, and the effects of temperature and exposure to the elements and other effects of a chemical, electrochemical or electrical kind. With respect to chains, wires, conveyor belts and other third-party products, we assume only that liability which the third-party manufacturer of these items has assumed vis-à-vis us. However, we assume potential liability for the correct selection and calibration of these third-party products. We shall be liable for the proper functionality of our equipment only if its installation was performed with care and the needed product knowledge, or by our own install technicians.

( 5 ) For other than claims based on tort, the warranty period is six months, commencing when the risk of loss passes. For claims in tort, the warranty period is the statutory period.

§ 7 Liability Limitations 

( 1 ) Except as otherwise provided in §6 herein, all liability for damages, no matter the legal characterization of the asserted claim, is excluded. This exclusion applies particularly to claims for damages that are based on the doctrines of negligence during contract negotiations (culpa in contrahendo), breach of implied collateral duties of care, or claims based on the tort standard of §823 BGB [German Civil Code].

( 2 ) Liability claims for damages based on objective or subjective impossibility remain available.

( 3 ) This applies as well for such liability based on the provisions of the German Product Liability Act that, under said Act, may not be contracted out of.

( 4 ) The damages-liability disclaimers or limitations herein that have application to us apply equally with respect to the personal liability of our employees.