Terms and Conditions

General Terms and Conditions

I. General Provisions | Scope of Application

1. Our offers, deliveries, and other services — including future ones — to the persons referred to in section I.2 shall be governed exclusively by these General Terms and Conditions of Delivery and Sale for domestic transactions. We do not recognize any terms and conditions of the customer that conflict with or deviate from our conditions unless we have expressly agreed to them in writing.

2. These General Terms and Conditions apply only to individuals or legal entities located in Germany acting in the exercise of their commercial or independent professional activities (entrepreneurs), as well as to legal entities under public law and special public law funds.

3. For customers located outside Germany, our “Terms and Conditions of Sale and Delivery for International Transactions” shall apply.

II. Product Descriptions | Offer Documents | Scope of Delivery | Right of Modification

1. Product descriptions in catalogs, brochures, quotations, etc. do not constitute guarantees of certain properties.

2. We retain all ownership rights, copyrights, and industrial property rights (including the right to register such rights) to our offer documents, particularly drawings, models, samples, cost estimates, and any software. Disclosure to third parties is only permitted if the documents are not evidently confidential. If our offer is not accepted, all documents must be returned to us immediately upon request.

3. Our offers are non-binding and merely invitations to the customer to submit a purchase offer. The customer’s order constitutes a binding offer. A contract is only concluded upon our written order confirmation.

4. We reserve the right to make design and material modifications, provided they do not significantly impair or alter the use of the delivery item as contractually stipulated or customary and are reasonable for the customer.

III. Prices

1. Unless otherwise agreed, prices are ex works and do not include freight, installation, packaging, insurance, or VAT. VAT will be charged at the applicable statutory rate.

2. We are bound to the prices agreed for an order for four months from contract conclusion. If a longer delivery/performance period is agreed, we are entitled to a reasonable price adjustment based on our original price calculation in the event of rising material or labor costs.

IV. Delivery Time | Customer’s Lack of Performance | Default in Acceptance

1. Agreed delivery times begin with the dispatch of the order confirmation, but not before all necessary documents, approvals, releases, and technical clarifications to be provided by the customer are received. Delivery periods do not include periods during which the customer is in payment default; the delivery period is extended accordingly.

2. Meeting delivery times presupposes timely and proper fulfillment of the customer’s obligations. If the customer initiates changes making adherence to the original delivery time impossible, the delivery period shall be extended accordingly.

3. The delivery period shall also be extended appropriately — even during a delay — in the event of force majeure or unforeseen obstacles occurring after contract conclusion (e.g., operational disruptions, governmental measures, unforeseen shortages of raw materials, energy supply issues, labor disputes), provided we are not responsible and such events demonstrably impact our delivery. This also applies to similar circumstances at our suppliers. We shall notify the customer promptly of the beginning and end of such delays. If a delay lasts or is expected to last longer than three months, both parties may withdraw from the contract.

4. We shall be in default only if the customer grants us a written grace period of two weeks.

5. If the customer is in default with a payment or if their financial circumstances significantly deteriorate, we are entitled to withhold deliveries and demand prepayment. A deterioration is presumed in particular if bills of exchange or checks are protested or if a credit limit set by a credit insurer is exceeded.

6. If the customer is in default of acceptance or payment, we are entitled to withdraw from the contract and/or demand damages after a reasonable grace period expires without success.

7. In case of damages in lieu of performance, we may demand:

   • for standard or serial products: 20% of the purchase price without proof of damage,

   • for custom-made products: 100% of the purchase price, provided we have already incurred corresponding expenses.

   The right to prove higher or significantly lower damages remains unaffected. Statutory provisions on calculating damages also apply where we have already fully performed. We are also entitled to reimbursement of additional costs (e.g., storage fees) resulting from default of acceptance.

8. The delivery period is considered met if the condition for the transfer of risk under section V.4 has been met within the agreed timeframe.

9. Our liability for delays is limited as per section IX.

V. Delivery | Shipment | Transfer of Risk | Transport Insurance

1. Deliveries and services are EXW (Ex Works, Incoterms 2010).

2. Partial deliveries are permissible if reasonable for the customer.

3. In the absence of specific instructions, we choose the type and route of shipment at our discretion — without guarantee for the cheapest or fastest transport.

4. Risk transfers to the customer as soon as the goods leave our factory or warehouse, even in the case of partial deliveries. If shipment is delayed for reasons not attributable to us, the risk passes to the customer upon notification of readiness for dispatch.

5. Deliveries will be insured against transport damage at the customer’s request and expense.

VI. Terms of Payment

1. Unless otherwise agreed, our invoices are due as follows: 30% upon order placement, 60% upon notification of readiness for delivery, and 10% within 30 days. Payment is deemed received only when the amount is irrevocably credited to our account.

2. Checks and bills of exchange are accepted only on account of performance and are only considered payment once honored without reservation. All associated costs (e.g., bank charges, discount and collection fees, plus VAT) are borne by the customer and are due immediately.

3. Offsetting or withholding payments is only permissible for claims that are undisputed, acknowledged by us, ready for decision, or legally established.

4. From the onset of default, we are entitled to default interest at 9 percentage points above the applicable base interest rate. We may claim further damages if proven. We also reserve the right to charge interest on due payments from the due date at 3.0% p.a. above the base rate (but at least 5.0% p.a.), alongside our rights under section IV.4.

VII. Retention of Title and Other Security Rights

1. We retain ownership of all delivered goods until full settlement of all present and future claims arising from the business relationship, including ancillary claims (e.g., interest, financing and bill charges). In the case of a current account, the retention applies to the acknowledged balance. Payment by check or bill is not deemed performance until irrevocably credited.

2. If payment is made via check/bill of exchange, ownership is retained until our bill is honored.

3. The customer must treat the reserved goods with care and immediately notify us in case of seizure, confiscation, damage, or loss. Failure to comply entitles us to withdraw from the contract.

4. The customer must insure the reserved goods at replacement value against theft, fire, and water damage. If no proof of insurance is provided, we are entitled to insure the goods at the customer’s expense.

5. The customer is entitled to process and resell the reserved goods in the ordinary course of business, under extended or expanded retention of title. Other dispositions are not permitted.

6. The right to process/resell ends if the customer is in payment default, seriously violates the contract, or suffers financial collapse (e.g., insolvency, over-indebtedness, filing for insolvency).

7. Processing is carried out on our behalf. In cases of joint processing, we acquire co-ownership under §§ 947 ff. BGB. If goods are combined or mixed and the customer’s goods are considered the main item, the customer hereby assigns us proportional co-ownership.

8. The customer assigns to us now already all claims arising from resale of the reserved goods, with priority over any remaining balance.

   The assignment is subject to the following:
   a) If resale occurs after processing/combination, the assigned claim corresponds to our co-ownership share.
   b) If resale occurs together with third-party goods, and it’s unclear which portion relates to us, the assignment equals the value of our goods relative to others.
   c) If the exact amount of the assigned claim is unclear at the time of accrual, the customer assigns claims up to the gross invoice amount of our goods.

9. Partial payments by the customer’s customer are first credited to unsecured parts of the claim and only then to our assigned claim.

10. The customer is authorized to collect assigned claims unless and until this right is revoked as per point 6. The customer must assist in collection as required.

11. The customer also assigns to us all claims from the resale of such receivables to a factoring company. This assignment is only allowed in the course of genuine factoring, where the factor assumes the default risk.

12. Additionally, the customer assigns to us any claims for compensation from credit insurers related to the assigned receivables.

13. If the realizable value of our securities exceeds our claims by more than 10% (not just temporarily), we will release securities at our discretion upon the customer’s request. If we are subject to VAT in realizing the collateral, the 110% limit is increased by the VAT amount.

VIII. Complaints | Claims for Defects

1. The supplier warrants that the delivered items are free from material and legal defects. The standard for conformity of the delivered products is the contractual description of the products and their intended use as set forth in the agreement with the customer. The customer is solely responsible for the accuracy of specifications and data provided to the supplier. The supplier is not obligated to verify such customer specifications.

2. The customer must accept minor changes to the goods in terms of design, shape, execution, or values stated in the product description, as well as minor changes in performance, provided they are reasonable or involve customary tolerances in quantity, quality, or execution. Such deviations do not constitute grounds for warranty claims.

3. In the event of a defect, we are initially entitled, at our discretion, to either rectify the defect or deliver a defect-free item (subsequent performance). In the case of subsequent performance, we shall bear all transport, travel, labor, and material costs, unless these are increased because the goods were transported to a location other than the delivery address.

4. Parts objected to by the customer must, upon our request and if necessary, be returned to us at our expense in proper packaging and with a packing slip indicating the order number.

5. Unless otherwise mandatorily stipulated by law, the customer is required to first set a reasonable deadline for subsequent performance in writing before asserting any other warranty rights. As a rule, we must be granted a period of at least three weeks for devices and components, and 20 business days for spare parts. This does not apply if another period has been contractually agreed upon in individual cases or if a shorter period is mandatory — e.g., in urgent cases where disproportionate damage or operational hazards are imminent.

6. No deadline is required if we have definitively and seriously refused subsequent performance or if subsequent performance is impossible.

7. If a grace period for subsequent performance lapses unsuccessfully, we are entitled to request the customer, with a one-week deadline, to declare what further warranty rights they intend to pursue. If no declaration is made within this deadline, we may again choose between rectification or replacement.

8. Withdrawal from the contract is excluded if the purchased item has only minor defects. Minor defects particularly include insignificant deviations from the agreed condition or from the usability expected under the contract.

9. Furthermore, warranty claims are excluded if the defects arise from natural wear and tear, improper or negligent handling, inadequate or incorrect maintenance, improper use, incorrect installation, excessive stress, or use of unsuitable operating materials after the transfer of risk, or due to external influences not foreseen in the contract. Warranty claims are also excluded if the purchaser or third parties perform repairs that were not strictly necessary.

10. The same applies if the chemicals prescribed or recommended by us are not used during maintenance, or if maintenance intervals are not observed.

11. For systems that only fulfill their intended function in combination with chemical usage, the supplier only warrants the delivered equipment and guarantees its machine capability. Responsibility for chemical processes is excluded.

12. Claims for damages due to collateral losses (e.g., production downtime, lost profits, liability for delayed delivery to the customer’s buyers) that occur independently of subsequent performance (§ 280 BGB) may only be asserted if a reasonable written deadline for subsequent performance has expired without success. For all other claims for damages, section IX applies.

13. The warranty period is 12 months from the transfer of risk.

14. In the case of defects we are responsible for that result in injury to life, body, or health, or in cases of intent or gross negligence, the warranty period is two years.

15. For subsequent performance work performed or replacement parts delivered, the warranty is valid only until the expiration of the original warranty period.

16. We may demand compensation for our efforts at reasonable rates if we act on a defect notification and it turns out that our performance does not contain any warranty-covered defect.

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IX. Damages

1. We are liable for damages — regardless of legal grounds — if:

   • we, our legal representatives, or vicarious agents acted intentionally or with gross negligence;

   • we or the aforementioned parties acted with slight negligence under the conditions of paragraph 2;

   • we have given guarantees, and only to the extent of such guarantees; guarantees must be in writing and explicitly labeled as such;

   • in cases of injury to life, body, or health;

   • in all other cases of mandatory statutory liability (e.g., under the Product Liability Act).

2. In cases of slight negligence, we are only liable for damages if essential contractual obligations are breached and no situation from paragraph 1 applies.

3. Essential contractual obligations are those whose fulfillment is a prerequisite for the proper execution of the contract and upon which the contractual partner regularly relies. Our obligation to provide defect-free performance is not considered an essential contractual obligation in this sense.

4. In the event of slightly negligent breaches of essential contractual obligations, our liability is limited to typical, foreseeable damages.

5. The customer is obligated to inform us in writing before the contract is concluded about special risks, atypical damage possibilities, and unusual levels of damage.

6. Liability for any further consequential damage, lack of economic success, indirect damages, and damages from third-party claims is excluded.

7. The above liability provisions also apply to statutory claims for reimbursement of futile expenses and to any personal liability of employees, workers, staff, representatives, and vicarious agents.

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X. Third-Party Intellectual Property Rights

1. If third-party intellectual property rights are infringed during the manufacture of goods according to the customer’s specifications, the customer shall indemnify us against all resulting claims.

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XI. Data Storage | Place of Performance | Jurisdiction | Applicable Law

1. The customer agrees that, to the extent necessary for business processing, their data may be stored and further processed.

2. Unless otherwise agreed, the place of performance is Detmold (Federal Republic of Germany).

3. These General Terms and Conditions of Sale and Delivery and all legal relationships between us and the customer shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

4. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special public law fund, the place of jurisdiction for all disputes — including those relating to checks and bills of exchange — shall be Detmold (Federal Republic of Germany). The same applies if the customer has no general place of jurisdiction in Germany, relocates their domicile or usual residence abroad after contract conclusion, or if their domicile or usual residence is unknown at the time the action is filed. However, we are also entitled to sue the customer at their general place of jurisdiction.