General conditions of sale, delivery and installation to be applied for companies as defined in § 14 BGB

1. General information

1.1 All deliveries and services are subject to our conditions and separate contractual agreements, which require the written form.
1.2 Deviating purchasing terms on the part of the ordering party shall not become part of the contract, even when an order is accepted. A contract is concluded upon our confirmation of the order.
1.3 Our General Terms & Conditions shall also apply for all future business with the same ordering party, without them having to be issued again, and even if we have not expressly referred to them in the individual case.
1.4 The documents associated with the order, such as images, diagrams, samples, cost proposals, information of a tangible or intangible nature and weight specifications are binding. Minor deviations are still considered compliant with the contract.
1.5 Furthermore, we reserve the right, in particular, to make constructive design changes, improvements to the construction and design, to the proprietary rights and copyrights to all quotation documents, cost proposals, diagrams and the like.
1.6 Our quotation documents must not be copied or made accessible to third parties. They must be returned to us immediately if the contract is not concluded.

2. Prices and payments

2.1 The prices stated in our quotations are in euros. They apply – unless otherwise agreed in the contract – “ex works” (EXW) exclusive of packaging.
2.2 With regard to prices, only are order confirmations are decisive. Any non-quoted additional deliveries and changes, including those made as the result of a structural situation not previously known shall be invoiced separately.
2.3 Shipping shall take place at the expense and risk of the ordering party. Additional auxiliary costs such as packaging, insurance and all customs fees and taxes shall be borne by the ordering party.
2.4 Payments must be made to us directly. They must be made within 30 days (labour fees within 10 days). Should a customer fall into arrears with a payment, all other claims will immediately become due without this requiring a separate notice of default.
2.5 In the case of the payment term being exceeded, it will be subject to annual interest at an rate of 3% above the respective discount interest rate, without this requiring a separate notice of default.
2.6 In the case of the moving of delivery dates at the request of the ordering party or for other reasons, payment must be made as if delivery had been made in accordance with contract.

3. Delivery date

3.1 The delivery date shall be determined based on agreements between ourselves and the ordering party.
3.2 Our adherence to the delivery date requires that all technical and commercial details between the contractual parties and that the ordering party has fulfilled all of the obligations incumbent upon it.
3.3 Force majeure, labour disputes or other events that lie outside of our sphere of influence shall entitled us to an extension of the delivery time or to withdraw from the contract entirely, even in the case of the delivery date having been guaranteed, without the ordering party having the right to claim compensation.
3.4 In the event that the ordering party refuses to accept the goods, we can demand compensation in place of the fulfilment of the purchase contract.
3.5 The delivery term is deemed to have been adhered to if the delivery item has left our plant prior to its expiry or if we have issued notification that the item is ready for dispatch.
3.6 If the shipping or the acceptance of the delivery item is delayed for reasons for which the ordering party is responsible, it will be invoiced for the costs incurred as a result of the delay, starting from one month after notification that the item is ready for dispatch or acceptance.

4. Transfer of risk and acceptance

4.1 The delivery shall be “ex works” (EXW).
4.2 Risk shall be transferred to the ordering party as soon as the delivery item has left the plant.
4.3 Partial deliveries are permitted provided deemed reasonable by the ordering party.

5. Retention of ownership

5.1 We reserve ownership of all goods we delivery until all claims against the ordering party, pursuant to the supply contract have been settled .
5.2 Should the delivery item or the property on which they are placed be seized, confiscated or otherwise claimed by third parties – e.g. as a result of forced administration – then the ordering party shall be obliged to provide instant notification of out rights of ownership and to notify us immediately in writing.

6. Rights to claim damages

6.1 Delivery notes, certificates of acceptance and installation reports must be confirmed by the customer by means of a signature. Any complaints must be noted on the certificates or outlined in writing within 8 days. If a complaint is not raised within the deadline, then the deliveries and all work shall be deemed to have been accepted and approved.
6.2 Liability for defects applies neither to natural wear, neither to damages resulting from improper construction work, unsuitable equipment, faulty construction work, improper handling, excessive strain or other influences.
6.3 Should the ordering party or a third party make changes or perform maintenance work without our consent, we shall not be liable for the resulting consequences. The warranty shall thus be voided accordingly.
6.4 Unless otherwise agreed, the warranty period shall be 12 months from delivery/provision of service.

7. Installation work

Our conditions in the case of installation work can be found in the VDMA Sheet entitled “Montagebedingungen im Inland” (Installation Conditions within Domestic Territory). These conditions are stated on our website.

8. Place of jurisdiction

The place of jurisdiction for both parties, for potential disputes of any kind, is Bochum.

Bochum, 01.10.2012