§ 1 General provisions
(1) Our supplies and services are provided exclusively under our general terms of sale. The client’s general terms of business, where these differ, shall not apply unless accepted by us in writing. Our terms of sale shall even apply if we supply the client without reservation, knowing of contradictory client terms or terms of the client that deviate from our terms of sale.
(2) Any agreements made between us and the client for the purpose of execution of this contract shall be stipulated in writing. This shall not apply if the parties, after conclusion of the contract, make express verbal agreements, mutually thereby modifying the requirement for written confirmation.
(3) Our terms of sale shall also apply to future business with the client.
(4) We reserve unrestricted rights of ownership and user rights over all drawings, approval documents and other records. The records shall only be made available to third parties after our prior approval.
 
§ 2 Prices and terms of payment
(1) All prices are based on the acceptance of complete consignments net ex works or dispatching warehouse together with lawful turnover tax provided that there are no contradictory stipulations in the order confirmation.
(2) Packaging is charged for at cost. Within Germany, supplies are free of packaging and delivery charges provided that the invoiced amount per delivery is above 500 Euros.
(3) If the client fails to accept a complete consignment, a 5 % supplement fee will be charged on our selling price.
(4) Our invoices for transactions within Germany are payable within 8 days of the date of invoice with 3 % discount or within 30 days of the invoice date net. Payments are always used to settle the oldest due items owing. Should the client fall into arrears, interest on arrears will be charged at flat rate of 8 percentage points above the appropriate basic interest rate of the European Central Bank. If we are able to prove higher damages on account of default, we are entitled to enforce this claim.
(5) The client shall only have the right to offset payments if his counterclaims have been legally established, are undisputed or are recognised by us. Apart from this, he can only exert the right to retain payment if his counterclaim is based on the same contract.
 
§ 3 Delivery
(1) The delivery times quoted by us shall be considered to be approximate if nothing has been expressly agreed to the contrary.
(2) Should we delay for reasons for which we are responsible, the client – provided that he can provide credible evidence that he has suffered losses because of this – shall be entitled to compensation, for each complete week of delay, of 0.5 % to a maximum of 5 % for the proportion of the supplies that are the subject of delay.
(3) Any claims beyond those referred to in paragraph (2) shall be ruled out. Moreover, other claims to compensation by the client due to delayed delivery shall be governed exclusively by § 6 of these terms. There shall be no claims for compensation on account of delayed delivery if we are not responsible for the delayed delivery.
(4) Adherence to our obligation to deliver shall be based on timely and proper fulfilment of the client’s obligations.
(5) If non-compliance with delivery times is attributable to force majeure, e.g. mobilisation, war, insurrection or similar events e.g. strike, lock-out etc., the delivery times shall be extended accordingly at least over the duration of the disruption. Should the disruption last longer than 6 weeks, we are entitled to withdraw from the uncompleted part of the contract.
 
§ 4 Complaints
(1) We must be notified immediately in writing of complaints on account of recognisable defects or on account of the recognition of incomplete or incorrect supplies.
(2) We shall be notified of other defects immediately in writing once they are discovered.
(3) In the event of failure to notify us of complaints or defects in good time, the supply shall be considered to have been accepted.
(4) The client shall not refuse to receive supplies on account of insignificant defects.
  
§ 5 Guarantee
(1) For physical defects that shall have been present on transfer of risk we take responsibility as follows:
1. We shall carry out rectification by repair unless the supply of an object free of defects is absolutely necessary for the client and supplied at reasonable cost to us. We shall be granted an appropriate period of time and opportunity to carry out rectification. If such opportunity is not granted to us, we are to this extent released from the obligation to carry out rectification or from other claims on account of defects.
2. If rectification does not take place within the set period, the client is entitled to demand a reduction and, although only in the case of significant defects, compensation instead of supply and/or withdrawal from the contract.
No period has to be set if we have refused to carry out rectification, if at least three attempts at rectification have failed or if it is not reasonable to expect rectification from us. Claim for compensation on account of defects, save in cases of malicious intent and gross negligence, shall be ruled out unless a material contractual obligation is affected by our infringement of duty.
3. This restriction of liability shall not apply in the event of death and injury to body and health on account of the defective nature of the product supplied or in all other cases in which the liability of the seller to pay compensation is compulsory under law.
4. Rectification and other claims on account of defects do not extend to natural wear or damages arising after the transfer of risk as a result of defective or negligent operations, excessive stress or which arise on account of unusual external factors that are not provided for in the contract.
5. The client’s claim for defects shall expire one year from delivery to him. This shall not apply to the client’s right of recourse under §§ 478 and 479 of the German Civil Code.
6. The client, in the event of a defect asserted by the end user, shall be obliged to record the defect/s asserted and to send us the record asserting a right of recourse.
(2) The client is obliged to issue the end user with the instructions for use and declaration of guarantee accompanying the equipment. If he makes supplies to wholesalers or retailers, he shall draw their attention to our terms of guarantee.
(3) We guarantee our equipment covering the end user to the extent of the guarantee declaration applicable for the appropriate equipment. This guarantee does not affect the client’s obligations of guarantee towards his customers.
(4) Repairs under guarantee to equipment supplied by us shall only be made by our own and authorised workshops.
(5) We are only liable under a guarantee issued by us if the guarantee of quality or durability is issued by us in writing using the term “guarantee”.
  
§ 6 Other claims
If nothing to the contrary is stipulated in these terms, claims for damages and indemnity claims for expenses for any reason whatsoever, in particular under § § 280, 282, 283, 284, 286 and 311 and the German Civil Code shall be ruled out. This does not apply if limitation of liability is compulsorily excluded, e.g. under the product liability law or in cases of claims arising from death and injury to body and health or in the event of malicious intent or gross negligence, the making of a guarantee or the infringement of essential contractual obligations. Compensation for damages for the infringement of essential contractual obligations is however restricted to contract-typical, foreseeable damages where there is no malicious intent or gross negligence. Withdrawal from the contract by the purchaser in cases other than the cases provided for in these terms shall only be possible in the event of a breach of contract on our part.
  
§ 7 Reservation of ownership
(1) The goods shall remain our property until they are completely paid for. This reservation of ownership shall apply until fulfilment of all other claims accruing to us on the basis of the business relationship with the client.
(2) Should the value of securities exceed the receivables by more than 20 %, we are under obligation to release the securities available to us at the request of the client to the appropriate extent; the choice of the securities to be released shall be at our discretion.
(3) Reservation of ownership does not preclude the client’s right to sell the good supplied in the context of his ordinary course of business. The client shall, however, for as long as reservation of ownership applies, neither assign them as security or pledge them.
(4) The client is entitled to resell the goods supplied during the normal course of his business; however he hereby assigns to us all claims, to the value of the amount of the invoice (including turnover tax) for our claim, accrued due to him from reselling to his customer or third parties.
(5) The client is obliged to oppose any attachments by third parties to collateral (goods reserved and assigned claims), informing them of our rights and shall notify us immediately of such instances. Furthermore, he is obliged to insure the reserved goods to the normal extent.

§ 8 Applicable law, place of performance and jurisdiction
(1) All legal relationships are exclusively subject to the law of the Federal Republic of Germany. The UN Convention on the Sale of International Goods shall not apply to contracts concluded with us.
(2) Should the customer be a businessman or a public sector corporation, the location of our seat of business shall determine jurisdiction; we are however also entitled to take action against the client in his local courts.
(3) Where nothing is stipulated to the contrary in the order confirmation, our company seat shall be the place of performance.