Standard Terms and Conditions of Sale and Delivery

§ 1 General Provision

(1) These standard terms of sale and delivery set forth herein (shortly referred to as “STC”) shall apply exclusively for all our deliveries and services. Deviating, conflicting or supplementary standard terms and conditions of the Buyer do not form part of the contract, unless they are expressly accepted in writing by us.
(2) Within the scope of a continuing business relationship in the future, our STC shall apply to future deliveries and services, even if they are not expressly agreed upon in each individual case.


§ 2 Offer

(1) Our Offer is not binding and is to be understood solely as an invitation to place an order.
(2) Unless expressly confirmed by us in writing as binding as an integral part of our offer, statements made – whatsoever -  are to be considered only as approximately definitive.
(3) We reserve the right to make technical and constructive customary changes to the ordered goods which may deviate from the descriptions contained in offers or brochures as far as they neither unreasonably impair the Buyer nor affect the functionality of the ordered goods.
(4) Models, samples, drawings, plans, descriptions, offers and other documents which we hand over to the Buyer remain our property and are covered by our copyright. They may not be passed on or made available to third parties.


§ 3 Effectiveness of the Contract

(1) The Buyer shall be bound by his order for a period of 4 weeks from the date of dispatch of the order.
(2) The contract shall come into effect only on the basis of our written acknowledgement or the delivery of the goods and/or services, whichever is earlier.
(3) Additional agreements as well as telephonic or oral changes and supplements with respect to already acknowledged orders require our written confirmation to become effective.


§ 4 Prices

(1) Orders for which no prices have been agreed upon shall be invoiced according to our list prices valid on the day of delivery.
(2) Our prices shall be understood as for delivery ex works (INCOTERMS 2010) excluding packaging for transport, transport costs and costs for transport insurance. Those costs as well as costs for an ordered transport insurance, costs for installation and operation materials will be invoiced separately if not covered by a fix price according to our Order confirmation.
(3) Technical changes requested by the Buyer after our confirmation are without charge only if we incur no additional costs. Any additional und/or further costs in connection with subsequent requested and confirmed technical changes of the goods shall be borne by the Buyer.
(4) The sales tax (VAT) – if applicable - valid on the day of payment is due will be invoiced separately.


§ 5 Payment, Payment Delay, Set-Off

(1) The concrete way of payment other than by cash or bank transfer will only be accepted if agreed upon in advance, and even then only on account of performance.
(2) Discounts or cash discounts may only be deducted when they have been agreed upon in writing. A cash discount may only be deducted when all payments associated with the contract have been received by us by the specified deadline.
(3) If no special agreement has been made the payment has to be effected within 14 days after the invoice date.
(4) If the Buyer delays payment we shall be entitled to claim interest at the rate of 9 percentage points above the basic rate of interest. Our claims for damages that are actually higher remain unaffected.
(5) The Buyer may only set off those claims which are no appealable or undisputed or have been recognized by us.
(6) If the Buyer delays payment for more than 8 weeks or if enforcement procedures have been taken against him, we are entitled to make outstanding deliveries that arise from the running order or other orders only upon advanced payment.
(7) The Buyer is only entitled to a retention, if his counterclaim is based on the same contractual relationship.


§ 6 Delivery Times

(1) Delivery times begin with the dispatching of the order acknowledgement, however not before the Buyer has provided the necessary documents, approvals or releases and not before any agreed down payment has been made.
(2) Agreed delivery times shall be reasonably extended in case of labor disputes, in particular strikes and lockouts, as well as in cases of force majeure or unforeseen
events beyond our control, as far as such events can be proven to have an influence on the production or delivery of the ordered goods. This also applies if sub-suppliers are affected by such circumstances. If our operations are influenced by the circumstances above in a way that we cannot reasonably be expected to carry out the order, we shall be entitled to rescind the contract.
(3) At our request, the Buyer shall declare within a reasonable period of time whether he, due to the delayed delivery, withdraws from the contract or insists on the delivery.


§ 7 Shipment, Passing of Risk and Default of Acceptance

(1) The choice of the shipping route, the type of carriage as well as of the carrying agent will be determined by us in our sole discretion, unless otherwise expressly agreed in writing. We assume no guarantee for the lowest shipping costs.
(2) The risk will pass to the Buyer as soon as we hand over the ordered goods to the forwarder or to another person specified to carry out the shipment, even if we assumed the later installation of the equipment at the Buyer’s premises. If shipment is delayed due to circumstances for which the Buyer is responsible then the risk shall pass to the Buyer on the day on which the Buyer was given notification of readiness of shipment.
(3) Buyer has to compensate all costs and damages resulting from default of acceptance. Irrespective of higher damages we may charge storage costs of at least 2 % of the net value of the stored goods for every month commenced, but in no case more than a total of 5 %.
(4) In case of default of acceptance as well as in other cases in which we are prompted by the Buyer’s behavior to store the ordered goods, our respective claim is due 14 days after occurrence of default.


§ 8 Warranty  / Period of Limitation

(1) We guarantee the contractual goods to be free of constructive or material defects in accordance with the respective state of the art as well as with the technical standards valid in the Federal Republic of Germany. We do not guarantee compliance with any foreign standards unless this has been expressly agreed upon in writing for each individual case.
(2) Claims for repair or replacement are subject to a period of limitation of 12 months calculated from the start of the statutory period of limitation; the same shall apply in the case of rescission or reduction. This period shall not apply where longer periods for guarantee are binding by law.


§ 9 Notification of Defects

(1) Buyer is required to inspect the delivered goods directly after receipt and notify us of any apparent defects within three days. Non-apparent defects have to be notified immediately after their discovery. Failure to give timely written notification of defects will generate the goods being regarded as accepted. Buyer bears the burden of proof for all prerequisites of the claim, in particular the defect itself, for the point of time the defect was discovered and for the timeliness of the notification.


§ 10 Defects Liability

(1) Buyer is not entitled to refuse deliveries due to immaterial defects.
(2) In case of defects we are entitled and obliged, at our own decision, to repair the defect or to deliver goods free of defects within a reasonable period of time (“supplementary performance”). We may refuse supplementary performance, as long as the Buyer does not fulfill his payment obligations to an extent which corresponds to the part of the performance that is free of defects.
(3) If a repair is from our point of view impossible, attempts of repair have been unsuccessful twice, or the repair or new delivery has not been carried out or only with culpable delay, Buyer may, at his option, demand the statutory reduction in price or withdraw from the contract. In case of immaterial defects rescission is not permitted.
(4) If we provide services in searching or repairing defects on demand of Buyer without being obliged to do so, we are entitled to charge remuneration pursuant to our respective current price list. In particular, this applies, if a notified defect may not be proved or is not attributable to us, unless the Buyer proves that he has not recognized the absence of a defect and that he is not responsible for that.
(5) Buyer shall have no claim with respect to expenses incurred in the course of supplementary performance, including costs of travel, transport, labor, and material, to the extent that expenses are increased because the contractual goods have subsequently been brought to another location than the Buyer’s branch office, unless doing so complies with the normal use of the supplies.


§ 11 General Liability

(1) Unless otherwise provided for in these STC, Buyer’s claims for damages whatsoever are excluded irrespective of their legal grounds, in particular on account of breach of obligations resulting from the contractual relationship and from tort.
(2) Exclusions and limitations of liability do not apply
A) in case of intent and gross negligence;
B) as far as we have assumed a guarantee;
C) in case of breach of an essential obligation the breach of which jeopardizes the achievement of the purpose of the contract and the fulfillment of which the Buyer may therefore regularly rely on.
Insofar we are only liable for the typical and foreseeable damage.
(3) Liability for injury to life, limb or health as well as liability based on the German Product Liability Act and from recourse against the manufacturer remains unaffected by the provisions above.
(4) We do not assume any liability for damages resulting from the following circumstances: inappropriate or improper usage, faulty installation by the Buyer or a third party, natural wear and tear, incorrect or careless handling, use of inappropriate equipment, faulty construction works, chemical, electrochemical or electrical influences, improper alterations or repairs by the Buyer or a third party without our consent.


§ 12 Retention of Title

(1) We retain title to the contractual goods until receipt of all payments in full. In case of breach of contract by the Buyer including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The Buyer shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, Buyer shall immediately inform us in writing if the goods become subject to rights of third parties or other encumbrances.
(4) Buyer may resell goods subject to the above retention of title only in the course of his regular business. For this case, Buyer hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment Buyer shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent Buyer complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 15 %, we are obligated, according to our sole decision, to release such securities upon the Buyer’s request.


§ 13 Conditional Performance

(1) The performance of the contract is subject to the condition that no hindrance attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or any embargos or other sanctions exist.
(2) The Buyer shall provide any information and documents required for export, transport and import purposes.


§ 14 Installation and Erection

(1) Buyer is obliged to assume the costs of all works not normally within the scope of our services and to ensure the timely availability of the same.
(2) Buyer is obliged to take all necessary measures for the protection of our property and our installation personnel on the construction site.
(3) Prior to the start of the installation works Buyer is obliged to provide all necessary information relating to the location of concealed power, gas or water lines or similar facilities.
(4) If the erection, installation or commissioning is delayed through circumstances beyond our control then Buyer shall be liable for all the costs associated with the waiting period and further travel necessary for the erection or installation staff.
(5) We shall be liable only for the proper handling and erection or installation of the delivered goods. We are not responsible for the work performed by the installers or of our erection and other auxiliary personnel as long as their work is not directly associated with the delivery and erection of our goods and was assigned by Buyer.
(6) Buyer will compensate us for the costs of labor, travel and travel-related expenses including surcharges for overtime, night work and work on Sundays and holidays in accordance with the agreements made on signing the contract. Buyer shall promptly and weekly confirm to us the working times of the installation stuff as well as the finalization of the erection, installation or commissioning.


§ 15 Applicable Law, Jurisdiction

(1) Oldenburg is the sole venue for all disputes arising from or in relation to the contractual relation. Alternatively, we are entitled to file a lawsuit at the Buyer’s principal place of business.
(2) The contract including its interpretation shall be governed by German law; the UN Convention on the International Sale of Goods shall be excluded.


§ 16 Miscellaneous

(1) If one or more provisions of these terms are or become invalid, or void, or if it contains a gap, the validity of these terms shall not be affected. The parties are obliged to replace any invalid or void provision with a valid provision which comes closest to what the parties had intended with respect to the purpose under the invalid or void provision.