general terms and conditions

Terms of delivery and payment

1. Obligation
Our subsequent terms of delivery and payment shall exclusively apply for the contract. Any other terms shall not become subject matter of the contract even if not expressly contradicted by us. Any deviations shall only be valid if expressly confirmed by us. Verbal, telephonic or arrangements made by representa-tives shall obtain validity by a written confirmation.

2. Offers
Our offers shall be subject to change without notice with regard to price, quantity, delivery power and delivery time.

3. Prices
The prices are considered without any deduction ex Bühlertann in €uro; costs of packing and freight shall be borne by the Customer. Price increases which may become necessary shall be reserved. We shall not be liable for the selection of a reasonable dispatch route.

4. Terms of payment
The invoice will be issued on the day of delivery or, at delayed acceptance, on the day of procurement of the goods. Nothwithstanding of notices of defects the invoiced amount shall be due without deduction 7 (seven) days after invoicing, at payments through bank draft less 3 % discount. Cheques and acceptances shall be accepted only as payment, the latter due to special agreements only. For bill of exchanges we shall be entitled to charge at least 2 % beyond the rediscount rate of the German central bank, including bill charges. Setoff by the customer with any counterclaims shall not be permitted.
Subject to enforcement of further claims, interests in arrears of 2 % beyond the bill discount rate of the German central bank shall be paid in case of default of payment.
If the Customer has gotten in arrears with one invoice all liabilities shall become immediately due and the Seller shall not be committed to any additional delivery from any current contract for delivery.
If the Customer falls into default with an invoice all his liabilities will become due immediately and the Seller shall be under no obligation to make any further supplies from any current supply agreement. The Seller may demand cash payment for any outstanding supplies, thereby waiving any credit period, before the goods are despatched. The same applies if the Customer does not encash a bill or cheque, discontin-ues payments, goes bankrupt or seeks a settlement. The Customer falls into default as soon as the Seller’s claim becomes due without a formal letter of reminder being required.

5. Return shipments
In principle, return shipments require our consent. Return shipments, including supplies on approval, shall in principle be sent to us carriage paid. For non-defective goods returned with our consent, 10 % of the invoice amount shall be paid; if we then issue a credit note this amount will be deducted. This applies if more than 14 days have elapsed since delivery of the goods. It also applies to current articles which we have supplied to specialist traders and for which there is recurring demand.

6. Retention of title
The goods are supplied subject to retention of title pursuant to § 455 of the BGB (Bürgerliches Gesetzbuch - German Civil Code -) and subject to the following qualifications:

The Seller shall reserve title in the goods until any claims – including claims which arise in the future – have been paid in full.
Any claims due to the Customer from resale of the reserved goods shall be assigned to the Seller here and now irrespective of whether the reserved goods are resold to one or more customers. The claim which has been assigned only serves as security for the Seller of the reserved goods up to the amount of the value of such reserved goods.
The Customer is entitled and authorised to resell the reserved goods provided that the claim for the purchase price from the resale (pursuant to subclause 2 of this provision) passes to the Seller.
The Customer is authorised to collect any claim arising from the resale despite assignment. The Customer's authorisation to collect has no effect on the Seller's authority to collect. However, the Seller will not collect the claim itself as long as the Customer duly fulfils its obligation to pay.
The Customer is not permitted to pledge our goods or to transfer them as security. The Customer shall notify the Seller without undue delay of any claims exercised by third parties.
We may at any time demand that any items which are our property be surrendered to us. If we exercise this right this only constitutes withdrawal from the contract if we have expressly stated and confirmed this in writing.

7. Delivery time
Any data provided in our offers regarding delivery times are approximate and non-binding. Unless other-wise stated the delivery time stated in our order confirmation commences on the date of the order con-firmation, however not before final agreement on the order has been made. Force majeure and incapacity to perform on our part or on the part of our sub-suppliers for which neither we nor our sub-suppliers are at fault entitle us to extend the delivery time accordingly or to withdraw from the purchase contract with-out the Customer acquiring any claims to compensation. Claims of the Customer for compensation on the grounds of a delay in delivery are excluded even after an extension set by the Customer has expired. The Customer may only withdraw from the contract if we are in default and culpably fail to meet a reasonable deadline set by the Customer of which we have been notified in writing.

8. Passage of risk
Despatch shall be at the risk of the Customer. The risk passes to the Customer as soon as the subject of the order has left the warehouse, even if it is supplied in part-shipments or if we have agreed to render other services, e.g. shipment, export or assembly.

9. Warranty
We provide the statutory warranty as of the date of invoice for defect-free operation of the appliances supplied. This warranty is limited to defects in the appliance which are not due to natural wear and tear or improper use/treatment. The warranty may be honoured by way of repair or replacement of the appliance, at our discretion. The Customer is not entitled to rescission of sale or reduction in price. Replaced parts shall become our property. Freight costs for the parts to be replaced shall be borne by the Customer. The cost of carriage for parts which have been repaired and replaced shall be borne by the Seller. Any warran-ty obligations lapse if the Customer or third parties make changes or carry out repairs to the appliance. Any claims on the grounds of supply defects over and above the warranty claims are thus expressly ex-cluded, in particular we accept no liability for indirect losses incurred by the Customer or third parties as a result of use of a faulty appliance. Compliance with construction and safety provisions of all types (VDE, TÜV, Berufsgenossenschaft - employer's liability insurance association -, etc) is the responsibility of the Customer.

10. Notification of defects
Incomplete or incorrect deliveries or other complaints shall be reported to us without undue delay in writing, no later than 8 (eight) days after receipt of the goods. Any defects which do not become apparent until later shall be reported to us without undue delay after their discovery. Any warranty claims shall lapse if defects are not reported in time.

11. Place of performance and place of jurisdiction
Place of performance and place of jurisdiction shall be Schwäbisch Hall.
If any of the above provisions should be invalid in part this shall not invalidate the whole.

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