General Terms and Conditions of Sale and Delivery for Deliveries to Business Entities

These conditions apply to:

A person acting in the exercise of their commercial or independent professional activities when concluding the contract (Entrepreneur); Public-law legal entities or a special fund under public law.

1. General Provisions

1.1. These General Terms and Conditions of Sale and Delivery, or the current General Terms and Conditions for Maintenance Services and Repairs, apply to all deliveries and services performed by us. Any exclusions or amendments to these provisions, even if they pertain to individual clauses, require an express written agreement in the delivery contract.

1.2. Any deviating purchasing conditions of the customer will only be effective if we confirm them in writing.

1.3. The customer acknowledges our terms and conditions as legally binding upon placing the order. This also applies to subsequent maintenance and repair orders, which we undertake based on our General Terms for Maintenance Services and Repairs.

1.4. All agreements require written form to be valid, including ancillary agreements.

1.5. These terms and our maintenance terms apply regardless of the underlying contractual relationship's qualification. All claims arising from contractual relationships that the customer has against us are subject to a prohibition on assignment under Section 399 of the German Civil Code (BGB).

1.6.1. Any documents associated with our offer, such as illustrations, drawings, weight, and dimension specifications, are only approximate unless expressly designated as binding. We retain ownership and copyright for samples, cost estimates, drawings, and similar, as well as for additional information in physical or electronic form. These may not be disclosed to third parties without our express written consent. We agree to make confidential information and documents designated as such by the buyer available to third parties only with the buyer's consent.

1.6.2. None of our statements constitutes a warranty of quality within the meaning of Section 276, Paragraph 1, of the German Civil Code (BGB), unless we have expressly provided written warranty declarations in our order confirmation.

2. Scope of Delivery and Obligation to Deliver

2.1. The scope of delivery is defined by our written order confirmation. If no written order confirmation exists, our written offer is authoritative.

2.2. We reserve the right to make constructive or formal changes to the delivery item, provided it does not fundamentally change its function or appearance. For serial products, the delivery item is always the current model at the time of delivery.

2.3. Performance data we provide relate to operation at an ambient temperature of +20 degrees Celsius and on a stable, dry surface. Variations of up to +/- 15% from the stated performance data are permissible under normal conditions.

3. Price and Payment

3.1. The agreed prices are only considered binding if our deliveries and services are rendered within four months of the contract conclusion. Otherwise, they remain open and are calculated based on the price list valid on the day of delivery.

3.2. All prices are in EURO, unless otherwise agreed in writing. VAT is added at the statutory rate.

3.3. Prices apply, unless otherwise agreed:

For domestic deliveries: from Station Wetter/Ruhr or from the Wetter/Ruhr plant for truck deliveries. For international deliveries: from the Wetter/Ruhr plant, unpacked and untaxed.

3.4. Packaging material is charged at cost and is not returnable.

3.5. All ancillary costs, such as transport insurance, loading and transfer, customs duties, and TÜV fees, are borne by the customer.

3.6. Unless otherwise agreed, payment must be made in cash without any deductions to our headquarters in Wetter/Ruhr. The following payment terms are agreed upon:

1/3 down payment upon receipt of order confirmation;
1/3 upon delivery readiness notification, communicated through invoice or otherwise in writing.
1/3 within 30 days after notification of delivery readiness.

3.7. For international deliveries or if the business partner's principal place of business is abroad, order processing requires an irrevocable letter of credit upon receipt of our order confirmation. The letter of credit must cover the full scope of services, regardless of any differing or later due dates.

3.8. We are entitled to demand immediate payment of all claims if there is a significant reason, particularly if a payment deadline is exceeded by ten days, payments are suspended, protests against bills or checks occur, or applications for insolvency proceedings are filed.

3.9. In the event of late payment, interest of 8 percentage points above the applicable base rate per year is charged from the due date, without prejudice to higher damages for delay.

3.10. Payment instructions, checks, and bills of exchange are accepted only with special agreement and for collection only, not in lieu of payment.

3.11. The customer may only offset or exercise retention rights against our claims if the counterclaims are undisputed or legally established.

3.12. All payments should only be made directly to our headquarters in Wetter/Ruhr and not to branches or sales representatives.

4. Delivery Time and Delays

4.1. The delivery period commences on the date the order confirmation is sent, provided that all commercial and technical details have been clarified and any advance payments or securities agreed upon are made by the customer.

4.2. The delivery period is extended by a reasonable amount if delays occur due to:
Force majeure or other events beyond our control, including but not limited to strikes, lockouts, or disruptions in the supplier's operation.
Lack of necessary export or import permits or approvals from authorities, if requested late or denied.
Amendments requested by the customer or additional orders made after the original agreement.

4.3. If we are unable to deliver by the agreed delivery date, we shall notify the customer as soon as possible.

4.4. Should we be responsible for a delay, the customer may demand compensation for damages caused by the delay, capped at 0.5% of the delivery's net value for each completed week of delay but not exceeding 5% of the net value.

4.5. After a reasonable grace period, the customer may withdraw from the contract if the delay is due to our negligence, excluding cases of force majeure.

5. Transfer of Risk

5.1. The risk is transferred to the customer when the goods are dispatched, even if delivery includes installation or other services.

5.2. If dispatch is delayed due to circumstances for which we are not responsible, risk passes to the customer from the date of readiness for dispatch.

5.3. Partial deliveries are permissible unless the customer cannot reasonably be expected to accept them.

6. Retention of Title

6.1. We retain ownership of the delivery item until all claims arising from the delivery contract are fully settled. This applies to all future deliveries, even if not always explicitly referenced.

6.2. The customer is obliged to handle the delivery item with care during the retention period and must insure it adequately at its own expense.

6.3. If the customer behaves contrary to the terms of the contract, especially in cases of payment default, we have the right to repossess the delivery item after a grace period has been given.

6.4. If the customer combines or processes the retained goods with other items, we acquire joint ownership in proportion to the retained goods' value at the time of combination or processing.

6.5. The customer may resell the retained goods in the ordinary course of business, provided that it reserves ownership to us until full payment is made.

7. Warranty and Liability for Defects

7.1. The customer must examine the goods upon delivery and immediately report any defects in writing.

7.2. If there is a defect, we are entitled, at our discretion, to repair or replace the goods free of charge.

7.3. The customer must give us the necessary time and opportunity to rectify the defect; otherwise, we are released from any warranty obligations.

7.4. Warranty claims are not valid for natural wear and tear or damage resulting from improper handling, excessive stress, or other reasons not attributable to us.

7.5. Warranty claims expire after 12 months from the delivery date unless otherwise agreed in writing.

8. Liability

8.1. Our liability for damages is limited to cases of intent or gross negligence. In cases of slight negligence, we are liable only for breach of essential contractual obligations, with liability limited to foreseeable damage.

8.2. Liability limitations do not apply to claims arising under the Product Liability Act or for damages to life, body, or health.

8.3. We are not liable for indirect or consequential damages, especially lost profits, unless we have caused such damages intentionally or with gross negligence.

9. Final Provisions

9.1. The place of performance for deliveries and payments is Wetter/Ruhr, Germany.

9.2. The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany.

9.3. If any provision of these terms and conditions is or becomes invalid, the validity of the remaining provisions remains unaffected. The parties agree to replace the invalid provision with a legally valid one that comes as close as possible to the economic purpose of the invalid provision.

9.4. Any disputes arising from this contract will be settled exclusively in the courts of our headquarters in Wetter/Ruhr, Germany, provided the customer is a business entity as defined under these terms.

10. Confidentiality

10.1. Both parties agree to treat all commercial and technical details not in the public domain and which become known to them through the business relationship as confidential. This obligation remains in force even after the contractual relationship has ended.

10.2. If either party subcontracts any part of its performance to third parties, they must ensure these third parties also comply with this confidentiality obligation.

10.3. This confidentiality obligation does not apply to information that:
Was already known to the receiving party without any breach of confidentiality,
Becomes publicly accessible through no fault of the receiving party,
Is disclosed to the receiving party by a third party lawfully and without a confidentiality obligation, or
Is independently developed by the receiving party.

11. Data Protection

11.1. Both parties agree to comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) and any relevant national regulations, when handling personal data related to the business relationship.

11.2. Each party is responsible for implementing appropriate technical and organizational measures to protect personal data in line with legal requirements.

11.3. The customer agrees that we may collect, process, and use personal data provided for contract execution and fulfilling legal requirements.

12. Force Majeure

12.1. Neither party shall be liable for any failure to perform any obligation if prevented from doing so by force majeure events, such as natural disasters, strikes, wars, pandemics, governmental restrictions, or any event outside its reasonable control.

12.2. Each party shall promptly inform the other of the force majeure event and its anticipated effect on the contractual obligations.

12.3. If the force majeure event persists for more than three months, either party may terminate the contract with written notice.

13. Severability Clause

13.1. If any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.2. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the invalid provision.