Sale and delivery terms

GENERAL INFORMATION

1.1 Our offers are always non-binding. In any case, the delivery contract is only concluded upon receipt of a written order confirmation from us.

1.2 Business relations with our customers are governed exclusively by the following conditions, even where the customer discloses or has previously disclosed their own – potentially deviating – terms and conditions of business. These alternative conditions are hereby expressly rejected.

1.3 Assembly/installation to be carried out by the customer on items supplied by us is governed by the document “Special conditions for plant engineering”.

1.4 Our employees or other assigned personnel are not entitled or authorised to make verbal agreements outside of the contents of the contract as laid down in writing. Therefore the contents of the contract includes only that which has been put down by us in writing as having been agreed upon, or is confirmed as such.

1.5 The information provided in catalogues, brochures, circulars, advertisements, figures, and price lists as to weight, dimensions, capacity, price, performance, and similar are only intended as a guideline. They shall become binding by being referred to explicitly in the contract.

DELIVERY TIME

2.1 An agreed delivery period is only to be taken as an approximation, and shall not be deemed exceeded until a additional period of two weeks has elapsed. It begins on the day the order confirmation is sent, and is deemed to have been met provided that the goods have left our premises by the end of the delivery period or the customer has been notified that the goods are ready for dispatch.

2.2 The delivery period shall be extended – including in the course of an existing delay to delivery – reasonably in the event of unforeseeable impediments, which we are unable to avoid despite reasonable care being taken in accordance with the circumstances of the case. This applies particularly to disruptions to operations – both in our own company as well as in third-party companies on which we depend for production and transport – caused for example by war, strikes, lock-outs, riots, coal and energy supply issues, failure of transport equipment, labour restrictions, and all other cases of force majeure. We will inform the customer of such impediments immediately as they become known to us, provided that the impediment is not already generally known.

2.3 The agreed delivery period shall also be extended by any period of time in which the customer is in default of their obligations resulting from this or any other contract with us. This shall have no impact on our remaining rights in respect of the default of the customer.

2.4 The customer shall only be entitled to withdraw from the contract due failure to comply with the delivery period if they have set a reasonable additional period in writing, taking account of the rules under 2.2. An additional two weeks is deemed to be a reasonable period. Once this period has elapsed, the customer may assert their statutory rights, provided that – if the default of performance can be traced back to simple negligence on our part – our compensation obligation is limited to the amount of the purchase price, and to the losses incurred from having to obtain the goods by other means. Further claims are excluded.

2.5 If the contract is changed after sending of our order confirmation, this shall invalidate the originally agreed delivery period. Instead, a new delivery period shall commence with our sending of the confirmation of the change to the contract, according to the new order confirmation.

2.6 In case of premature delivery, the time of this delivery – and not the time originally agreed upon – is authoritative.

2.7 In any case, correct and punctual delivery from our own suppliers is a prerequisite for maintaining delivery times.

PRICES

3.1 Orders for which not fixed prices are explicitly agreed upon are billed at the prices valid on the day of delivery.

.2 If prices have been agreed, we reserve the right to demand a corresponding adjustment to the agreed price in response to any changes in materials prices, wage costs, freight rates, energy costs, VAT, or customs charges, unless the delivery is to occur within six weeks of sending the order confirmation (for non-merchants, four months). Where cost increases occur in the factors relating to price adjustments, especially those determined by raw materials procured from the supplier, we may increase the agreed price accordingly under the above conditions, provided that the cost increases have occurred by the delivery date.

3.3 All changes in the agreed currency or exchange rate to the EURO, which occur after the contract is concluded, shall be borne by the customer.

3.4 The specified prices are for delivery ex works, exclusive of packaging and freight costs, and plus the respective statutory VAT.

PAYMENTS

4.1 Payments must be made in the currency indicated, within 30 days of the invoice date, with no cash discount offered. Once a period of 30 days from the invoice date has elapsed, provided that a reminder is issued giving a deadline of one week for payment and this subsequent deadline has elapsed without effect, we shall be entitled to charge interest on arrears in the amount of 5% above the current discount rate of the Deutsche Bundesbank, unless we can prove higher damages due to the default or the supplier is able to prove losses of a lesser amount.

4.2 Bills of exchange, cheques and other instructions of payment will only be accepted upon prior agreement, on account of performance, without guarantee for protest, and subject to their discountability. Discount charges shall be calculated on the day the invoice falls due. The costs for collection, bank interest and charges shall be borne by the customer.

4.3 For larger order volumes, we may demand pre-payments or appropriate instalments for the partial performances rendered.

4.4 The customer shall not be entitled to offset counterclaims not recognised by us, unless such counterclaims have been legally recognised in favour of the customer. Furthermore the customer has no right to delay payments for performances not based on the same contractual relationship.

4.5 Payments will be accounted to the respective older receivable amount due to us by the customer, even if the payment is intended for certain designated goods.

4.6 If we become aware of circumstances that lead to the conclusion that the customer has low creditworthiness, then we have the right to demand the immediate provision of sufficient security or payment of the receivable amount. If the customer is in arrears with a not insignificant portion of their obligations, we are entitled to declare that all our claims against the customer are due immediately.

Delivery, dispatch, freight, transfer of risk

5.1 Our written order confirmation is solely binding for the execution of the order. The dimensional, weight, and performance information that it contains, as well as the figures, are only to be taken as non-binding approximations, unless they have been explicitly identified as binding; we especially reserve the right to make technical modifications in the interests of improving our products.

5.2 If the goods are dispatched at the request of the customer, once they are handed over to the dispatch agents of the customer – however no later than upon leaving the supplier's factory or warehouse – the risk for accidental loss and deterioration of the goods is transferred to the customer, even if they are not dispatched from the place of performance.

5.3 If the goods are ready for dispatch and dispatch or acceptance are delayed for reasons for which we are not responsible, then the risk is transferred to the customer upon their receipt of the notification of readiness for dispatch. Our duty to provide this notification is sufficed by sending it by fax and obtaining the receipt from the fax protocol.

5.4 If the customer does not accept the delivery within a reasonable period of time after notification of completion or promptly upon advice of dispatch, we are entitled to either store the goods in our own warehouse at the cost and risk of the customer, or to put them into storage at a third-party haulier or warehouse. The same applies if the handover or dispatch of the goods is postponed at the customer's wishes or is not possible for an extended period due to circumstances for which we are not responsible.

5.5 If for certain products transport insurance has not been contracted by us on the purchaser's account, we will only obtain such insurance at the customer's request and expense.

5.6 If the customer delays acceptance of the goods, in addition to our rights stemming from § 326 BGB (German Civil Code), we have the right to partially withdraw from the contract and to demand compensation for the remaining part.

5.7 We are entitled, to a reasonable extent, to undertake partial deliveries of the total order and invoice for each separately.

5.8 Since we procure some of the goods we sell from other firms, we must reserve the right to withdraw from the contract with the customer if and insofar as our sub-supplier is released from their own delivery obligation under law or due to their business relationship with us. If this occurs, we will notify the customer without delay.

RETENTION OF TITLE

6.1 The supplied goods remain our property until the customer has paid all current and future receivables from the business relationship with us, especially including any current account balance. Payment by bill of exchange or cheque only counts as a payment once the paper has been cashed. While the goods are subject to retention of title, the customer shall bear the risk for its loss and deterioration until they have paid in full.

6.2 We retain all rights, especially property rights, copyrights, and similar, to technical drawings, installation manuals, and other documents supplied or otherwise handed out to the customer, and these are not transferred to the customer. The customer is not entitled to pass these documents on to third parties, unless this is strictly necessary to fulfil the purpose of the contract.

6.3 Our ownership extends to new goods or items produced by processing, mixing, blending, or filling. Until the customer has paid their outstanding receivables in full, any machining, processing, blending, or combining of the goods subject to retention of title is done on our behalf. Where our goods are combined with goods from a third party who retains their own ownership rights, then we shall acquire co-ownership in the proportionate amount. The customer is obligated to secure and keep safe the goods subject to retention of title on our behalf. The customer must notify us immediately by fax in advance of a seizure or any other infringement of their or our rights by a third party.

6.4 The customer is entitled and authorised to resell the goods subject to retention of title in the course of normal operations, however not to pledge them or transfer them by way of security, provided that they ensure the claim from the resale is transferred to us. To this end, the customer hereby transfers the purchase price claims due to them from the resale of the goods to us, together with all ancillary rights, to the extent stipulated in point 6.5. If the purchase price claim from the resale is added to an ongoing invoice (current account), the customer hereby transfers their claims to payment of the amount of the following statement balance to us. We hereby accept this transfer.

6.5 Regardless of this transfer, which should not initially be disclosed to the customer's third-party purchaser, the customer is entitled to collect the transferred claims, provided that they meet their obligation to us, and do not suffer from deterioration of assets. However, we have the right, at any time, to revoke authorisation to collect this claim and to assert the claim ourselves. On demand, the customer must issue an individual declaration of transfer, show it to the third-party purchaser, and confirm to or notify them of the transfer. Moreover, the customer must provide us with all of the information necessary to assert the transferred claims.

6.6 If the goods subject to retention of title are sold on with other goods, then the rule laid out under points 6.4 and 6.5 only applies in the amount of the value of the retained goods used by us as a security and which is sold on with the other goods.

6.7 The rights granted to us according to point 6.1 and 6.3 as well the claims transferred to us according to point 6.4 serve – up to the amount of the total outstanding claims plus 15% – as a security for all claims owed to us from the business relationship. If the realisable value of the securities exceeds the claims being secured by more than 15%, we shall release securities of our choosing when requested to do so by the customer.

6.8 The customer must inform us without delay of any physical or legal access to the goods subject to retention of title by third parties or to the claims already transferred, by submitting to us the documents necessary for an intervention. In the same way, they must inform us immediately in writing of any damage or loss occurring to good subject to retention of title. In the event of access by third parties, the seizure report or writ of seizure must be submitted to us.

6.9 The authorisation of the customer to sell on the goods subject to retention of title in the course of ordinary business operations is void if the customer is in default of their obligation, if they are unable to pay, or if judicial insolvency or bankruptcy proceedings, or similar, are filed against them.

Warranty

7.1 If the supplied goods are defective or lack their promised characteristics, the customer must notify us of this in writing: for obvious defects, immediately but no later than 10 days after receipt, for defects not immediately apparent, without delay upon their discovery, but no later than six month after receipt, even where reference samples had previously been sent to the customer.

7.2 Where prompt notification of defects is given, we have the right to make a repair, supply a replacement, or refund an amount equal to the value of the goods, at our own discretion. If we fail to exercise this right within a reasonable period of time to be determined by the customer, then the customer is entitled to a price reduction or to withdraw from the contract. If we opt to make a repair and this fails, then the customer also has the right to termination and to a price reduction.

7.3 Further warranty claims and claims for damages of any kind, including consequential loss, are excluded insofar as that do not rest on the lack of any expressly warranted characteristic, and provided that they cannot be traced back to intentional or grossly negligent behaviour on our part.

7.4 Differences in colour on subsequent deliveries are excluded from any warranty provided.

7.5 If no written guarantee is issued for individual items, we only provide a guarantee on delivery items if an explicit written guarantee promise exists.

LEGAL RELATIONSHIPS, PLACE OF PERFORMANCE, AND PLACE OF JUSISDICTION

8.1 The contractual relationships are solely subject to the laws of the Federal Republic of Germany. The application of the laws on the international sale of goods is excluded.

8.2 The place of performance for deliveries and payments is exclusively Alsfeld, Germany, unless we explicitly define a different place of performance.

8.3 If the customer if a merchant not among the tradesmen identified in § 4 HGB (German Civil Code), a legal entity under public law, or a special fund under public law, then the place of jurisdiction is Gießen, Germany. Incidentally, Gießen is also the place of jurisdiction if the customer relocates their place of residence or habitual abode outside of the Federal Republic of Germany after the contract is concluded, or if their place of residence or habitual abode is unknown at the time the complaint is filed.

8.4 According to § 26 of the German Federal Data Protection Act (BDSG), we hereby notify you that your data will be stored using EDP systems.

9. SEVERABILITY CLAUSE

9.1 Should individual provisions of these sale and delivery conditions be invalid, this shall have no effect on the validity of the remaining provisions.