2. Delivery time

Delivery dates and deadlines are not binding for us, unless they have been confirmed by us in writing as binding in individual cases. Except in the latter case, exceeding the delivery time does not entitle the buyer to any claims. In the event of force majeure, we shall be entitled to postpone our performance for the duration of the hindrance and a subsequent start-up period or, if it makes performance impossible or substantially more difficult for us, to withdraw from the contract in whole or in part. Force majeure shall be deemed to include, in particular, unforeseeable operational disruptions, shortages of raw materials and all failures and/or delays concerning our self-supply that were unforeseeable for us at the time the contract was concluded with the Buyer. As soon as the effects of such an event are known to us, we shall notify the Buyer thereof and state whether we withdraw from the contract or within what period we expect to be able to deliver. If this period is unreasonably long, the buyer may withdraw from the contract. Other claims of the buyer are excluded in all cases.
We reserve the right to make deliveries and render services to the buyer only if all our due claims from previous deliveries and services have been settled. In the event of default of acceptance on the part of the Buyer, we shall also be entitled to otherwise dispose of the goods purchased from the Buyer and to deliver similar goods under the agreed conditions within a reasonable period to be determined by us.

3. Transfer of risk

The risk shall pass to the Buyer as soon as we have delivered the goods to the forwarding agent, carrier or any other person or institution designated to carry out the shipment. In the event of any return shipments by the Buyer to us, the Buyer shall bear the risk until the goods are handed over at our business premises. Any return shipments by the Buyer shall in any case be made freight prepaid.

4. Price

Our prices are exclusive of the costs of shipping and transport insurance and exclusive of the statutory value added tax.

5. Payment

Unless otherwise agreed, our invoices are due for payment without any deductions within 10 days from the date of invoice. Our invoices for repair services are, in deviation from the aforementioned, due immediately upon receipt without deduction. Payments shall be made to one of the accounts specified in our invoices. Cheques shall only be accepted on account of performance, whereby payment shall only be deemed to be in accordance with the contract if the amount of the cheque has been credited to our account without reservation before expiry of the relevant payment period.
If the relevant payment deadline is exceeded, we shall be entitled, without prejudice to further claims, to demand interest on arrears in the amount of 5% above the respective discount rate of the Deutsche Bundesbank, without the need for a reminder. If partial payments have been agreed, the entire outstanding balance shall become due immediately if the purchaser is in arrears with 1 installment for more than 1 week. The purchaser shall only be entitled to set-off or retention if his counterclaim is undisputed or has been legally established.

6. Retention of title

We retain title to all goods until all claims arising from the business relationship – including future claims – have been paid in full. If goods delivered by us which are subject to our retention of title are combined or mixed with goods which do not belong to us, we shall become co-owners of the new item in the ratio of our goods to the goods which do not belong to us. The new item created shall be deemed to be our goods subject to retention of title.

7. General exclusion of liability

Unless otherwise stipulated in the above conditions, any liability on our part, in particular also from culpa in contrahendo, non-performance or poor performance, including liability for consequential or indirect damages, shall be excluded, except in cases of intent or gross negligence on the part of our legal representatives or executives.

8. Warranty

In the case of timely raised and justified notices of defect, we are obligated, at our discretion, to repair or to deliver defect-free replacements. The prerequisite in any case is that the purchased goods have been operated in accordance with our respective product specifications and maintained in accordance with our guidelines. With regard to software, we do not warrant that it will operate without interruption or error, or that the functions contained in the software will be performed in all combinations selected by the purchaser and will meet the purchaser’s requirements. In the case of software errors which impair the contractual use not only insignificantly, we will eliminate the error – insofar as we are in a position to eliminate it – depending on its significance, by installing another software version or by giving instructions on how to eliminate or avoid the effects of the error. The purchaser shall grant us the time and opportunity necessary to remedy the defect, if any, in our reasonable discretion. On the other hand, we shall be released from any warranty obligation. The latter shall also apply in the event that the buyer or a third party carries out interventions of any kind, in particular modifications or repairs to the goods delivered by us or if the goods are otherwise improperly handled. In the event that a defect for which we are responsible is not remedied by repair and/or replacement delivery, the purchaser may demand a reduction of the purchase price and, if no agreement is reached on the reduction, withdraw from the contract. Any further claims are excluded.

9. Miscellaneous

The exclusive place of jurisdiction is Sonthofen, unless another place of jurisdiction is prescribed by law. This also applies to actions on bills of exchange and cheques and generally to proceedings for documentary evidence. The law of the Federal Republic of Germany shall apply to the purchase contract as well as other legal relationships between the buyer and us, to the exclusion of the Uniform Laws on the International Sale of Goods.

Should one or more provisions of the contract, including these General Terms and Conditions, be invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties shall replace invalid provisions by valid provisions which come as close as possible to the economic purpose of the invalid provisions. The same shall apply in the event of a loophole in the contract.