Terms and Conditions

1.1 All deliveries and other services are subject exclusively to the following terms and conditions of sale and delivery; they apply only to merchants within the meaning of §24 of the German Standard Contract Terms Act (AGB-Gesetz).

1.2 Any differing terms and conditions of the purchaser which are not expressly accepted by the supplier are non-binding, even if the supplier does not expressly object to them.

1.3 Other agreements, amendments and side agreements require written confirmation.

1.4 The incorporation and interpretation of these terms and conditions of sale and delivery, as well as the conclusion and interpretation of legal transactions with the customer, are governed exclusively by the laws of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods (Federal Law Gazette 1973, p. 868), the Uniform Law on the International Sale of Goods (Federal Law Gazette 1973, p. 856), and the UN Convention on Contracts for the International Sale of Goods is excluded.

1.5 Should any provision of these terms and conditions of sale and delivery prove to be invalid, this shall not affect the validity of the remaining provisions. The buyer and supplier shall replace the invalid provisions with new ones that are legally permissible and come as close as possible to the intended legal and economic purpose.

1.6 The customer authorizes the supplier, without requiring prior notification, to process personal data within the scope of the German Federal Data Protection Act (BDSG) and to the extent necessary for the performance of the contract, and to transmit this data to the relevant departments within the company involved in the performance of the contract. The supplier expressly reserves the right to take out credit insurance for any transactions concluded with the customer and, in this context, to transmit the customer's necessary data to the insurer, to which the customer acknowledges and agrees.

1.7 The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is Gross-Gerau.

1.8 The place of jurisdiction is the court responsible for the supplier's registered office, Gross-Gerau. The supplier is also entitled to bring legal action before a court responsible for the customer's registered office or a branch office.

2.1 All offers are subject to change without notice.

2.2.1 The scope of the contractually agreed services owed is exclusively determined by the order confirmation.

2.2.2 For customer-specific products, deviations from the ordered quantity of up to +/- 10% are permitted, provided that this is unavoidable for technical reasons and is reasonable for the customer.

2.2.3 The supplier reserves the right to change the design, choice of materials, specifications and construction even after sending the order confirmation, provided that these changes do not contradict either the order confirmation or the customer's specifications.

2.2.4 Partial deliveries are permitted.

2.2.5 The customer is obliged to accept the delivered goods without prejudice to his rights regarding liability and warranty.

2.2.6 The documents underlying the offer or order confirmation, such as illustrations, drawings, dimensions and weights, are generally to be understood as approximate values only, unless they are expressly designated as binding.

2.3.1 An order is only considered accepted when it has been confirmed in writing by the supplier, or alternatively, upon delivery if delivery had to be made without prior order confirmation. Orders placed are irrevocable.

2.3.2 If a significant change occurs in the circumstances existing at the time of conclusion of the contract, the supplier may refuse delivery until the purchaser has either made the proportionate payment or provided appropriate security.

3.1 Unless otherwise agreed, prices are ex works, including loading at the factory, but excluding packaging and other shipping and transport costs. Packaging will be charged at cost and is non-returnable. Value-added tax at the applicable statutory rate will be added to the prices.

3.2 Prices can be found in the price list valid at the time of delivery. Quantity-based pricing is indicated in the respective offers and price lists (quantity discounts).

3.3 For devices not intended for "sale from stock", the minimum order value shown in the price list will be charged if the order is less than this minimum order value.

3.4.1 In the event of a significant, unforeseeable change in production costs that is beyond the supplier's control, the supplier reserves the right to agree on a price with the customer that differs from the order confirmation.

3.4.2 If the customer requests changes after order confirmation, the resulting additional costs will be invoiced.

3.5.1 Payments are due within 30 days of the invoice date without any deductions, or within 10 days with a 2% discount. Repair invoices are payable immediately net.

3.5.2 The date of fulfillment for all payments is the day on which the customer has initiated the payment due.

3.5.3 In the event of culpable exceeding of the payment deadline, interest at a rate of 5% or, after delivery of a reminder, at a rate of 4% above the respective discount rate of the ECB will be charged, subject to the assertion of further claims.

3.5.4 Bills of exchange or checks are accepted only as conditional payment and are considered payment only after unconditional credit has been received. Bank, discount, and other charges are borne by the customer.

4.1.1. The supplier will endeavor to meet the stated delivery deadlines. Delivery times are given to the best of the supplier's knowledge and belief, but are not binding unless a specific delivery date has been agreed upon in the order confirmation.

4.1.2. The delivery period begins upon dispatch of the order confirmation. This period will be extended appropriately if the customer fails to provide the necessary documents, permits, etc., in a timely manner or fails to meet its essential contractual and payment obligations. The same applies to industrial action, in particular strikes and lockouts, as well as to unforeseen obstacles beyond the supplier's control—such as delivery delays by a sub-supplier, disruptions to transport or operations, or shortages of materials or energy—that demonstrably have a significant impact on the manufacture or delivery of the goods. The supplier is not responsible for the aforementioned circumstances even if they occur during an existing delivery delay.

4.1.3. The delivery period is considered met if the delivery item has left the factory or notification of readiness for shipment has been given before its expiry.

4.1.4. If, even after the customer has set a reasonable grace period, the supplier remains in default and the customer incurs demonstrable damages as a result, the supplier is entitled, to the exclusion of any further claims, to demand 0.5% for each full week of delay, up to a total of 5% of the value of that part of the delivery or other services that cannot be used in a timely manner or in accordance with the contract due to the delay. Further claims for damages by the customer are excluded in all cases of delayed delivery or performance. This does not apply in cases of intent or gross negligence where liability is mandatory.

4.1.5. The customer's right to withdraw from the contract after the unsuccessful expiry of a grace period set for the supplier remains unaffected.

4.2.1. Unless fixed acceptance deadlines have been agreed, the customer must accept the delivered item within 8 days of notification of completion.

4.2.2. If the purchaser has placed an order on call-off, they must call off the delivery item – or, if multiple items are ordered, all of them – within 12 months of the order date. Section 4.2.1 applies accordingly. Special conditions apply to development contracts.

4.2.3. If the purchaser fails to comply with its obligations as set out in sections 4.2.1 and 4.2.2, the supplier is entitled, without prejudice to any other legal remedies, to demand immediate payment, to store the goods at the purchaser's expense and risk, or to otherwise dispose of the goods and deliver them to the purchaser at the earliest possible opportunity. In these cases, the risk of accidental loss or accidental damage passes to the purchaser upon notification of readiness for shipment.

4.3.1. Shipment is ex works at the buyer's expense and risk. The supplier will only take out transport, breakage, theft and other insurance at the buyer's express request and expense.

4.3.2. If shipment is delayed at the customer's request, the customer will be charged for the resulting storage costs, starting one month after notification of readiness for shipment, if stored at the supplier's plant. These costs will be at least 0.5% of the invoice amount per month. The supplier is entitled, after setting a reasonable deadline and its fruitless expiry, to dispose of the goods elsewhere and to supply the customer within a reasonably extended period.

7.1. In principle, sold goods remain the property of the supplier until all claims arising from the business relationship have been settled. The supplier undertakes to release corresponding securities when at least 90% of the claims have been settled.

7.2. The buyer may neither pledge nor assign as security the goods delivered under retention of title. In the event of attachment, seizure, or other disposition by third parties, the buyer must notify the supplier immediately.

7.3. If the goods are processed or transformed by the customer, the retention of title extends to the entire new item. In the event of processing, combining, or mixing with other goods, the supplier acquires co-ownership in the fraction corresponding to the ratio of the value of its goods to the value of the other items used by the customer in the process. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. If the customer resells these goods without receiving the full purchase price in advance or concurrently with delivery of the goods, it must agree upon a retention of title clause with its customers corresponding to these terms and conditions. The customer hereby assigns to the supplier its claims arising from this resale as well as the rights arising from the retention of title clause agreed upon by the customer. At the supplier's request, the customer is obligated to notify the purchasers of the assignment and to provide the information and documents necessary for the supplier to assert its rights against the purchasers.

8.1. Defects in the goods supplied by the supplier that are reported to the supplier within 6 months of commissioning, but no later than 9 months after the transfer of risk, will be remedied by the supplier at its own discretion, or replaced, which it is entitled to do after unsuccessful attempts at repair. Written notification of defects must reach the supplier no later than 14 days after delivery of the goods to the customer in the case of obvious defects, and immediately upon discovery in the case of latent defects. The customer reserves the right, at its discretion, to demand rescission of the contract or a reduction in price if the attempts at repair or replacement fail. Replacement parts, wear parts, or parts for further processing must be inspected by the customer immediately upon delivery, and any defects must be reported without delay. All warranty claims for defects that could have been detected before installation or processing are void after processing or installation.

8.2. If the customer arranges for an inspection of delivered goods and indicates a defect for which the supplier would be liable according to section 8.1 above, the customer shall bear the corresponding costs if it turns out that there is no defect.

8.3. Further claims by the customer, in particular for consequential damages – unless resulting from the absence of warranted characteristics – are excluded. This does not apply if the supplier is guilty of intent or gross negligence.

8.4. Costs for the delivery and return of the goods as well as for their packaging shall be borne by the supplier, unless otherwise agreed between the customer and the supplier.

9.1 Claims for damages by the customer – regardless of the legal basis, including claims arising from tort or for consequential damages – are excluded. This does not apply if the supplier is guilty of intent or gross negligence, or if the supplier is liable due to the absence of warranted characteristics.

9.2 If the customer asserts claims for personal injury and property damage under the Product Liability Act that are due to a defect in the delivered item, the exclusion of liability does not apply.

9.3 The supplier shall not be liable for damages arising from the following causes: unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, failure to observe the operating instructions, faulty or negligent handling, natural wear and tear, chemical, electrochemical or electrical influences, unless they are due to intent or gross negligence on the part of the supplier, or unauthorized modifications or repairs.

9.4 Advice given by the customer, in particular regarding the use of the delivered item, is only binding for the supplier if it is given or confirmed in writing.

11.1 The supplier retains ownership of all drawings, sketches, cost estimates, and other documents accompanying its offers and order confirmations. The customer may only use them for the agreed purpose and may not reproduce them or make them accessible to third parties without the supplier's consent. Upon request, these documents themselves and all copies thereof must be returned to the supplier.

11.2 Tools and/or equipment manufactured by the supplier remain the supplier's property even if the costs for them have been invoiced in whole or in part. At the customer's request, the supplier is obligated to reimburse the current value or proportionate current value of the tools and/or equipment. If the supplier refuses, the customer may demand their return.