General Terms and Conditions

Date of the GTC: 28.06.2022

1.       The following terms and conditions of sale and delivery apply to all present and future business relations. 

2.       The following terms and conditions of sale and delivery shall apply exclusively. Terms and conditions of the customer which conflict with or deviate from or supplement the following terms and conditions of sale and delivery shall not form part of the contract, even if known, unless their validity is expressly agreed to in writing. The following terms and conditions of sale and delivery shall also apply if delivery to the customer is effected without reservation despite knowledge of conflicting or deviating terms and conditions of sale and delivery of the customer.

3.       All agreements made for the purpose of executing this contract are set down in writing in this contract. 

4.       The following terms and conditions of sale and delivery shall apply only to entrepreneurs. Entrepreneurs, within the meaning of these terms and conditions, are natural or legal persons or partnerships with legal capacity who, upon conclusion of the legal transaction, act in the exercise of their commercial or independent professional activity.

1.       If the customer's order qualifies as an offer within the meaning of § 145 BGB, we can accept it within two weeks. Our offers are non-binding and subject to confirmation, unless otherwise stated in the order confirmation. Subject to prior sale. 

2.       The information contained in our printed matter, offers and other documents, such as dimension, weight and space specifications, illustrations, properties, type designations, years of construction and descriptions is given to the best of our knowledge and is non-binding. 

3.       The delivery includes only those items which are expressly listed in our order confirmation. We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as "confidential". The customer shall require our express written consent before passing them on to third parties. 

4.       By ordering the goods, the customer bindingly declares that he wishes to purchase the ordered goods. The customer's order shall not be deemed to have been accepted by us until it has been confirmed by us. Telegraphic, telephonic and oral amendments or collateral agreements must be made in writing. 

5.       If the customer orders the goods electronically, we shall immediately confirm receipt of the order. The confirmation of receipt does not constitute a binding acceptance of the order. The latter shall be effected exclusively by our written order confirmation.

6.       The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall apply in the event that we are not responsible for the non-delivery, in particular, if an implicit hedging transaction is concluded with our supplier. The customer will be informed immediately about the non-availability of the service. The consideration shall be refunded immediately.

1.       Unless otherwise stated in the order confirmation, the prices are “ex works”. Costs for freight, customs, postage, packaging, insurance and other expenses are not included in the price. These shall be invoiced separately. 

2.       The statutory value added tax is also not included in the prices. It will be shown separately in the invoice at the statutory rate on the day of invoicing. 

3.       The deduction of discounts shall require a special written agreement. Cheques or bills of exchange shall be accepted only on account of payment. The costs of discounting and redemption shall be borne by the customer.

4.       Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 10 days of the invoice date. After expiry of this term, the customer shall be in default of payment. During the period of default, the customer shall pay interest on the debt at a rate of 8% p.a. above the respective discount rate of the Deutsche Bundesbank. We reserve the right to prove and assert a higher damage caused by default against the customer. However, the customer shall be entitled to prove that no damage or substantially less damage has been incurred by us as a result of the delay in payment. 

5.       The customer shall be entitled to offset rights only if his counterclaims have been legally established, undisputed or acknowledged. The customer is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

1.       The dispatch always takes place on the account and at the risk of the customer. The loading procedure at the delivery location forms part of the dispatch. We do not assume any liability for transport damage.

2.       The start of the delivery period stated by us presupposes the clarification of all details of the execution. Compliance with our delivery obligation further presupposes the timely and proper fulfilment of the customer's obligation. We reserve the right to plead non-fulfilment of contract. 

3.       At the customer's request and expense, we shall insure the delivery against theft, breakage, transport, fire and water damage, as well as other insurable risks. 

4.       If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. 

5.       If the preconditions of paragraph 4 are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

6.       We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible. Fault on the part of our representatives or vicarious agents shall be attributable to us. If the delay in delivery is due to a slightly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

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

2.       Transport and all other packaging in accordance with the Packaging Ordinance shall not be taken back. In this respect, the customer shall be obliged to dispose of the packaging at his own expense. 

3.       Upon customer request, the delivery shall be covered by transport insurance. The costs incurred shall be borne by the customer. 

4.       The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery, in the case of sale by dispatch, upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.

1.       We reserve title to the object of sale until all claims arising from a business relationship have been settled in full. 

2.       The treatment and processing of machines, accessories, etc., by foundation or the like with land, parts of buildings, or in any other way with other objects shall always be carried out in our name and on our behalf. If the processing is carried out with objects not belonging to us, we shall acquire co-ownership of the new object in proportion to the value of the goods delivered by us to the other processed objects. The same shall apply if the goods are mixed with other objects not belonging to us. 
In order to secure our claims against him, the customer also assigns to us those claims which accrue to him against a third party through the combination of the object of sale with land. 
We undertake to release the securities to which we are entitled at the customer's request insofar as the realisable value of our securities exceeds the claims to be secured by more than 10 %. The choice of the securities to be released shall be incumbent on us.

3.       In the event of breach of contract by the customer, in particular, default in payment, we shall be entitled to take back the object of sale. The taking back of the object of sale by us does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. The seizure of the object of sale by us shall always constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to sell it. The proceeds of such sale shall be set off against the customer's liabilities - minus reasonable selling costs. The customer is obliged to handle the object of sale with care. In particular, he is obliged to insure it sufficiently at his own expense against damage due to fire, water and theft at replacement value. If maintenance and inspection work is necessary, the customer must carry this out in good time at his own expense. In the event of seizure or other interventions by third parties, the customer must inform us immediately so that we can file a suit in accordance with § 771 ZPO (Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a suit pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us. The customer shall be entitled to resell the object of sale in the ordinary course of business. In this respect, the customer hereby assigns to us all claims amounting to the invoice amount accruing to him from the resale against his customer or a third party, irrespective of whether the object of sale has been resold without or after processing. We accept the assignment. After the assignment, the customer is authorised to collect the claim. Our authority to collect the claim ourselves remains unaffected.

1.       The customer's warranty rights presuppose that he has duly complied with his obligation to examine and complain owed in accordance with § 377 HGB (German Commercial Code). 

2.       In the event of defects in new machines, we shall, at our discretion, provide a warranty by repair or replacement (subsequent performance).

3.       If the supplementary performance fails, the customer may, at his option, demand a reduction of the purchase price or cancellation of the contract (withdrawal). In the event of only a minor breach of contract, in particular, in the event of minor defects, the customer shall not be entitled to withdraw from the contract. 

4.       The customer is obliged to inspect the delivered object of sale for obvious defects which an average customer would easily notice. Obvious defects also include the absence of manuals and considerable, easily visible damage to the goods. It also includes cases in which a different item or an insufficient quantity is delivered. Such obvious defects shall be notified to us in writing within two weeks of delivery. Otherwise, the assertion of warranty rights shall be excluded.
Defects which become apparent only later must be notified to us by the user within two weeks of their discovery. In the event of violation of the obligation to inspect and complain, the goods shall be deemed to have been approved with regard to the defect in question.

5.       The customer shall bear the complete burden of proof for all claim prerequisites, in particular, the defect itself, for the time of discovery of the defect, and for the timeliness of the notice of defect. 

6.       If the customer chooses to withdraw from the contract in accordance with paragraph 3 due to a material defect or defect of title after failed subsequent performance, he shall not be entitled to any additional claim for damages due to the defect.

7.       The warranty period shall be one year from delivery of the object of sale. This shall not apply if the customer has not notified us of the defect in good time in accordance with paragraph 4.

8.       Only the manufacturer's product description shall be deemed agreed as the condition of the object of sale. Public statements, recommendations or advertising by the manufacturer do not represent a contractual description of the quality of the object of sale.

9.       The customer does not receive guarantees in the legal sense from us. Manufacturer guarantees remain unaffected by this.

10.   If - even in the absence of a defect - a request by the customer to cancel the contract is exceptionally granted by us as a gesture of goodwill, the customer shall reimburse us for the costs incurred in this respect, in particular, transport costs and lost profit.

1.       If the customer asserts claims for damages which are based on intent or gross negligence on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions. Insofar as there is no intentional breach of duty on our part, the liability for damages shall be limited to the foreseeable, typically occurring damage.

2.       We shall be liable in accordance with the statutory provisions insofar as we have culpably breached an essential contractual obligation. In this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.

3.       Any further liability for damages than provided for in the previous provisions shall be excluded - irrespective of the legal nature of the asserted claim. Claims for damages due to impossibility remain unaffected. The same shall apply if liability is mandatory due to the provisions of the Product Liability Act.
Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, co-workers, representatives and vicarious agents.

4.       The customer's claims for damages due to a defect shall become statute-barred one year after delivery of the object of sale. This shall not apply if we can be accused of fraudulent intent.

1. In implementation of Art. 5k paragraph 1 of the Council Regulation (EU) 2022/576 of April 8th, 2022 (Russian sanctions), we declare that we will not conclude any contractual relationships with the persons listed in the cited regulation. At our request, the customer must declare and, if there is justified doubt, prove that he does not belong to the group of people listed in the aforementioned regulation.
2. Contractual relationships that are concluded contrary to the provisions of paragraph 1 are not binding on us and can be terminated by us with immediate effect. Claims for damages by the customer do not arise for this reason. The customer is obliged to reimburse us for any damage that we incur as a result of concluding a contract contrary to paragraph 1.

1.       The law of the Federal Republic of Germany applies exclusively. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.

2.       If the customer is a merchant, a legal person under public law, or a special fund under public law, the place of jurisdiction and performance for all disputes arising from this contractual relationship shall be our registered office in Senftenberg, Germany, as well as for actions on bills of exchange and cheques. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or usual abode is not known at the time the suit is filed. We are also entitled to sue the customer at his place of residence.

3.       Should individual provisions of the contract with the customer, including these general terms and conditions of sale and delivery, be or become invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision. Until the creation of a corresponding new provision, dispositive law shall apply.