GERMANY-64807 Dieburg - Lagerstrasse 49c


Art. 1 Scope

Our general terms and conditions apply exclusively.

They apply to entrepreneurs (14 BGB), legal entities under public law and special funds under public law.
Divergent general terms and conditions of the customer are not recognized by us, unless we have agreed to their validity in writing.

Our general terms and conditions apply even if we carry out the delivery without reservation in knowledge of deviating general terms and conditions of the customer.

Art. 2 Offers, documents

1. Our offers are non-binding.

2. We reserve ownership rights and copyrights to illustrations and drawings, calculations and other files and documents;
they may not be made accessible to third parties.

3. Travel costs and dough technology are not included in our offers.

This applies in particular to files and documents marked as confidential; before being passed on to third parties, the customer requires our express consent.

Art. 3 Prices, terms of payment, prepayment, right of withdrawal, arrears, right of retention, set-off, counterclaim

1. Unless otherwise agreed, all prices ex works Dieburg, excluding freight, insurance, customs duties, agreed installation, foreign taxes, etc. plus applicable VAT. In the case of agreed delivery, delivery will be made free of curbside at the agreed unloading point. For installation services, supply connections, in particular for electricity and water, must be provided by the customer at the customer's expense.

Stemming, masonry and electrical work are to be carried out by the customer. If an agreed installation, assembly or commissioning is delayed without our fault, the customer shall bear the additional costs incurred thereby, in particular the costs for waiting time and further travel of our assigned personnel.

2. For orders, the price list valid on the day of the order applies, unless otherwise agreed. If installation, assembly or commissioning has been agreed, the rates valid on the day of the order also apply.

3. Unless otherwise agreed, invoices shall be settled net within 8 days of the date of invoice less 2% discount or at the latest within 30 days of the invoice date. Money orders, checks or bills of exchange are only accepted after special agreement and only on account of fulfillment. The costs for discounting and collection are borne by the customer.

4. If the customer defaults on partial payments with at least two installments, we are entitled to call the entire claim due or assert our reservation of title and return the machine or plant to the Dieburg factory.

5. If after conclusion of the financial circumstances of the customer a significant deterioration or change occurs, through which our claim is endangered on the consideration, or if indeed such a situation the customer has existed since the time of the contract, but became known only after the fact, can We refuse our services until the payment in return.

This is especially present in cases in which unsuccessful foreclosure measures, exchange or check protests, the customer files for bankruptcy endeavors, liquidation or similar.

In these cases, we can set a deadline for the customer to provide the consideration or security deposit. If then the consideration or security is not provided, we are entitled to resign.

6. Against our demands can be set off only with recognized or legally established demands.

The counterclaim is excluded. The customer is only authorized to assert a right of retention insofar as his claim is based on the same contractual relationship.

7. The supplier has the right to sell claims to the factor.

This informs the customer that payments can only be made to the factor debt-exempting on his account.

Art. 4 Freedom of performance, delivery time, partial delivery, right of withdrawal

1. Timely and correct self-supply remains reserved, as far as we have not taken over a guarantee of a performance success, furthermore, as far as we did not take over a procurement risk.

2. The start of the delivery time specified by us requires the timely receipt of all documents to be supplied by the customer, information as well as the clarification of all details of the order, in particular all technical questions, approval of drawings, delivery of any necessary parts.

This also applies to installation services. Partial deliveries are permitted as far as they are reasonable.

3. Delivery delays due to force majeure or other circumstances not caused by us, in particular traffic and not for our fault, stoppages, lockouts, raw material shortages, war, we have no warranty in terms of performance and further, as far as we do not Procurement risk are not responsible.

If we can not deliver in this case within the agreed delivery time, the delivery time will be extended accordingly. In this case, if there is a delivery impediment beyond the reasonably extended delivery period, we are entitled to withdraw from the contract.

4. If we can not meet the agreed delivery time, the customer is obliged to declare at our request within a reasonable period of time whether he continues to insist on the delivery. If he does not declare himself, we are entitled to withdraw from the contract or to cancel the contract after the expiry of a reasonable period.

Art. 5 Transfer of risk, delivery

1. Unless otherwise stated in the order confirmation, delivery is agreed "ex works Dieburg".

The dispatch always takes place, also with delivery from a place other than the place of performance - and also with freight-free forwarding and / or sending by own people or vehicles - on danger of the customer.

2. If delivery has been agreed by us, to ensure a smooth unloading from the customer, expert personnel must be provided in good time and any necessary technical equipment (eg forklifts).

It is assumed that the vehicle can be driven directly to the unloading point and unloaded immediately. If these prerequisites are not met, the resulting additional costs will be charged separately.

Art. 6 Claims for defects

1. Delivered goods are to be examined by the customer, as far as this is in the ordinary course of business, without delay, at the latest within one week after delivery. If a defect shows up, we must be notified immediately, at the latest within one week of delivery.

If the customer fails to do so, the goods are deemed to have been approved unless it is a defect that was not identifiable during the investigation. If such a deficiency arises later, the notification must be made immediately after the discovery, otherwise the goods will be deemed approved also in view of this defect. Sections 377 and 381 HGB remain unaffected.

The customer is not exempted from his obligation to inspect, even in the case of recourse of the entrepreneur according to § 478 BGB. If, in such cases, he does not immediately indicate the defect claimed by his customer, the goods shall also be considered as approved in view of this defect.

2. In the case of supplementary performance in the case of defects, we shall only be obliged to bear the expenses required for this, in particular transport, travel, labor and material costs, as these are not increased by the item being moved to a location other than the registered office or the commercial branch of the customer to whom the delivery was made. (This number does not apply in the case of recourse to § 478 BGB).

3. The claims for defects of the customer, including the claims for damages, become statute-barred in one year. This does not apply in the case of recourse to § 478 BGB, this also does not apply in the cases of §§ 438 para. 1 no. 2 BGB and § 634a para. 1 no. 2 BGB. This also does not apply to claims for damages for injury to life, limb or health or due to a grossly negligent or intentional breach of duty by us or our vicarious agents.

Art. 7 Liability for damages and reimbursement of expenses

1. In the case of our liability for damages the following applies: a. If the claims are based on an intentional or grossly negligent breach of duty by us or our representatives or vicarious agents, we shall be liable for damages in accordance with the statutory provisions. b. So far under a. nothing else is determined, our liability for damages is excluded.

2. The disclaimers and limitations under no. 1 are not only valid for contractual, but also for other, especially tort claims. They also apply to claims for reimbursement of futile expenses instead of performance.

3. The disclaimers and limitations under no. 1 do not apply to any existing claims acc. §§ 1, 4 Product Liability Act or for culpable injury to life, body or health.

Nor do they apply insofar as we have assumed a guarantee for the quality of our goods or a performance or procurement risk and the warranty claim has occurred or the procurement risk has materialized.

4. Liability arising from the assumption of a procurement risk only applies to us if we have explicitly accepted the procurement risk in writing.

5. As far as our liability is excluded or limited, this also applies to the personal liability of our employees, employees, employees, representatives and vicarious agents. 6. A reversal of the burden of proof is not associated with the above provisions.

Art. 8 Supplementary and divergent regulations in international contracts

1. If the customer has his branch outside the Federal Republic of Germany, in addition to Artt. 1-7 and 9 the following regulations: a. We are not liable for the admissibility of the use of the delivered goods as required by the contract according to the regulations of the recipient country. We are also not liable for taxes incurred there. b. We are not liable for any obstacles to delivery caused by government measures, in particular import or export restrictions.

2. If the customer has his place of business outside the Federal Republic of Germany and applies the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna UN Sales Convention) in its currently valid version, the following provisions shall also apply: a. Contract changes or cancellations must be made in writing. b. Instead of Artt. 6 and 7 applies: aa.

We are liable to the customer for damages under the statutory provisions only if a breach of contract is based on one of us, our representatives or vicarious agents for intentional or grossly negligent breach of contract.

We are also liable according to the legal provisions, as far as we violate an essential contractual obligation. The above limitation of liability does not apply to any existing claims under §§ 1, 4 of the German Product Liability Act or claims due to injury to the life or body of a person caused by the goods. bb.

If delivered goods are in breach of contract, the customer has the right to cancel the contract or replacement only if claims for damages against us are excluded or if it is unreasonable for the customer to recycle the goods contrary to the contract and assert the remaining damage.

In these cases, we are first entitled to remedy the defect. If the removal of the defect fails and / or leads to an unreasonable delay, the customer is entitled, at his discretion, to declare the termination of the contract or to demand replacement delivery. For this purpose, the customer is also entitled, if the removal of the defect causes an unreasonable inconvenience or there is uncertainty about the reimbursement of any expenses of the buyer. cc. The claims of the customer for defects expire in one year.

Art. 9 Retention of title security

1. The ownership of the delivered goods is reserved until all payments from the contract have been received.

2. In the case of seizure and other interventions by third parties, the customer must notify us immediately in writing in order to safeguard our rights (for example, claim from § 771 ZPO). As far as the third party is not able to us the judicial or extrajudicial costs of a lawsuit gem. § 771 ZPO to refund, the customer is liable for the loss incurred by us.

3. The customer is entitled to continue to sell and use delivered goods in the ordinary course of business; however, he hereby assigns to us all claims arising from the resale against his customers or third parties in the amount of the value of the reserved goods, irrespective of whether the delivered goods were resold without or after processing. The value of the goods subject to retention of title shall be the agreed final invoice amount (including VAT).

If the resold reserved goods in our co-ownership, the assignment of the claims extends to the amount that corresponds to our share in the co-ownership.

The customer is not entitled to any other sale of the goods, in particular pledging or transfer by way of security.

4. To collect the claim from the resale, the customer remains authorized even after the assignment until further notice by us. Our authority to collect the claim itself remains unaffected.

However, we undertake not to collect the claim and not to revoke the customer's collection authorization, as long as the customer meets his payment obligations from the proceeds received, is not in default of payment, no petition for opening insolvency proceedings or no cessation of payments.

However, if this is the case, we can demand that the customer notify us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtor of the assignment.

5. The processing or transformation of the delivered goods by the customer is always carried out for us. The client's entitlement to the delivered goods continues with the remodeled thing.

If the delivered goods are processed further with other objects not belonging to us, we acquire co-ownership of the new object in proportion of the objective value of the delivered goods to the other processed objects at the time of processing.

The same applies to the goods resulting from processing as for the goods delivered under reserve.

6. If delivered goods are inseparably mixed, blended or combined with other objects not belonging to us, we acquire co-ownership of the new object in proportion of the objective value of the delivered goods to the other objects at the time of mixing, blending or combination.

If the transaction is carried out in such a way that the customer's item is to be regarded as the main item, it is hereby agreed that the customer transfers pro rata co-ownership to us and holds the sole or co-ownership for us free of charge.

7. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; the selection of the securities to be released is our responsibility.

Art. 10 Applicable law, place of performance, place of jurisdiction

1. The law of the Federal Republic of Germany applies to this contract.

2. Place of performance for all services from this contract is 64807 Dieburg.

3. For contracts with merchants, legal entities under public law, special funds under public law and with foreigners who have no domestic place of jurisdiction, jurisdiction is 64807 Dieburg. However, we reserve the right to sue at the customer's location.

Art. 11 Miscellaneous

Should any provision of this contract be or become ineffective, this shall not affect the validity of the other provisions of this contract.

In this case, the parties are obliged to replace the ineffective provision with a provision that economically corresponds to what the parties would have agreed if they had known the ineffectiveness.