Terms of Delivery and Payment

This is a translation of the German terms. Only the German version of these terms is legally binding.

1. Offers

Offers are subject to change unless expressly agreed otherwise.

2. Orders

An order becomes accepted and legally binding only upon written confirmation; verbal side agreements are not binding. Conditions of the purchaser that conflict with these conditions of sale are valid only if they have been acknowledged in writing in the order confirmation.

3. Packaging

Packaging is charged at cost price and is not taken back.

4. Terms of payment

Prices are net cash within 30 days. The payment period is deemed agreed from the invoice date. Payments are set off against the oldest debt in each case.

Withholding payments on account of any counterclaims of the purchaser that have not been acknowledged is not permitted, nor is set-off against such claims.

Cheques are deemed payment only once they have been cashed.

In the event of default in payment, default interest of 2 % above the discount rate of the Deutsche Bundesbank is charged from the due date.

5. Notice of defects

Defects identified by the buyer must be reported to the supplier in writing within 8 days of receipt of the goods.

6. Warranty

All products are carefully inspected at the factory before dispatch. For a period of six months, calculated from the date of dispatch, the obligation is assumed to repair or replace free of charge any parts that become defective during this period as a result of faulty design, defective material or improper workmanship. Such parts or machines are to be returned in unaltered condition. Repairs are carried out only at the factory by the approved repair workshops. Any other claims for damages of whatever kind and on whatever legal grounds, including on account of faulty instructions, are not recognised.

Damage caused by impermissible stress, incorrect operation, incorrect installation or other non-observance of prescribed installation and operating instructions or of generally recognised technical rules, as well as normal operational wear, does not give rise to any warranty obligation.

The supplier may refuse to remedy defects for as long as the purchaser fails to meet its obligations.

7. Dispatch and transfer of risk

Deliveries are made ex works.

Risk passes to the purchaser upon dispatch of the delivery items, including where partial deliveries are made or further services have been undertaken. If dispatch is delayed as a result of circumstances for which the supplier is not responsible, risk passes to the purchaser from the day of readiness for dispatch.

Unless agreed otherwise, the route of dispatch and the means of transport are left to the supplier's choice.

Transport insurance is taken out only at the express request of the purchaser, in which case for the purchaser's account and subject to separate agreement.

8. Acceptance

If acceptance testing is desired, its conditions must be laid down at the latest upon conclusion of the contract. Acceptance testing always takes place at the factory. The costs of acceptance testing are borne by the buyer.

If the buyer omits acceptance testing, the goods are deemed to have been delivered in accordance with the contract upon leaving the factory.

9. Price

Prices are based on the cost factors applicable when the offer is submitted or the order is accepted. Should these change before delivery, a corresponding adjustment is reserved. Prices are strictly net ex works, excluding packaging, freight, postage and insurance.

10. Right of withdrawal or price reduction

If performance of the contract becomes wholly or partly impossible for the supplier as a result of force majeure, the purchaser may withdraw from the contract in the event of complete impossibility, or demand a reasonable reduction of the price in the event of partial impossibility.

The supplier may withdraw from the contract if the financial circumstances of the purchaser deteriorate substantially.

11. Delivery period

All statements regarding delivery periods are given to the best of judgement but without any binding effect. The period begins on the day after the order confirmation, but not before all technical details have been clarified.

Operational disruptions, war, strikes, lock-outs and generally any events of force majeure, that is, impediments beyond the supplier's control, entitle the supplier to postpone delivery or to cancel the delivery obligations in whole or in part.

In the event of subsequent amendments to the contract that may affect the delivery period, the delivery period is extended to a reasonable extent unless specific agreements are made in this respect.

In all cases the buyer has no claim to damages for non-performance or delayed delivery.

12. Retention of title

The seller retains title to the goods until all claims to which the seller is entitled against the buyer arising from the business relationship between them have been satisfied. In the case of a current account, the retained title serves as security for the seller's respective balance claim until the balance has been settled in full. This applies even if the purchase price for a particular delivery designated by the buyer has been paid.

If the goods are mixed or combined with other items, the seller becomes co-owner in proportion to the value of its share. The buyer assigns to the seller in advance the title or co-title to the mixed items or to the new item and stores these for the seller free of charge and with due care.

Any processing of the delivered goods is carried out for the seller as manufacturer, without obligation on the seller's part. The goods remain the property of the seller at every stage of processing and also as finished goods. Acquisition of title by the buyer pursuant to Section 950 of the German Civil Code is excluded. The buyer is obliged to store the goods for the seller free of charge and with due care.

Until payment in full, the goods may neither be pledged nor assigned as security without the seller's written consent. Sale in the ordinary course of business is permitted, provided the buyer is not in default towards the seller and the seller does not therefore assert its rights under the retention of title. The buyer undertakes to resell the delivered goods only subject to retention of title until the purchase price has been paid in full (extended retention of title).

The buyer assigns to the seller the claims accruing to it from the resale against its customers, as well as compensation claims against third parties, in full or, in the case of combination or mixing, in the amount of the seller's co-ownership share. The buyer will inform the seller at any time on request of the whereabouts of the goods (names and addresses of customers, amount of the outstanding claims). The buyer remains authorised to collect the assigned claims for as long as it meets its own payment obligations towards the seller. If the buyer fails to do so, the seller may disclose the assignments and demand payment directly from the buyer's customers or other parties liable for payment.

The exercise of the retention of title by the seller does not constitute withdrawal from the contract. If the value of the securities permanently exceeds the seller's claims by more than 30 %, the seller will, at the buyer's request, release securities of its choice to that extent.

The buyer will notify the seller immediately of any access by third parties to the goods subject to retention of title. The retention of title expires upon payment in full of all claims arising from the business relationship between the parties to the purchase contract.

13. Third-party property

Third-party property stored at the supplier's premises is not covered by the supplier's insurance.

14. Liability

The supplier's liability is limited to the sum insured under the liability insurance taken out.

15. Place of performance and jurisdiction

For all obligations arising from the transactions, the place of performance and jurisdiction for both parties is Pinneberg.