Terms of Use

1.0 Offers and Order Processing
1.1 All offers remain subject to confirmation until conclusion of contract.
1.2 Orders are subject to written confirmation and are only considered accepted when our written order confirmation has been received.

The same applies to immediate delivery without order confirmation.

2.0 Prices       
Prices are quoted ex place of performance for the delivery, in Euro, plus the value added tax applicable at the day of delivery.

3.0 Place of Performance
3.1 Place of performance for the payment of the purchasing price as well as for all other performances of the buyer is Senden - Hittistetten.
3.2 Place of performance for our delivery is the location of the goods for the purpose of delivery or the agreed handover to the buyer.

4.0 Shipment and Packaging
4.1 All shipments shall be made at best discretion and at the buyer's own expense and risk, even when delivery has been agreed freight-free.
4.2 We reserve the right to select the type of shipment. No claims shall be asserted against us due to our choice of shipment.
4.3 Due to a lack of deviating written agreements, all costs for freight and shipment shall be charged to the buyer.

5.0 Risk of Conveyance and Transportation Insurance    
Irrespective of section 4.1., the transfer of risk is affected when passing the goods to the person, company or institution responsible for the shipment and working in accordance with its individual general or contractual terms and conditions.

6.0 Scope and Capacities
6.1 Measurements, weight and capacities displayed in images and brochures are non-binding unless they have been expressly recognized as binding and are in written form.
6.2 Due to technical reasons, in case of customized goods, excess or short deliveries of up to 10 % are admissible.

7.0 Period of Delivery and Delivery Obligation
7.1 The period of delivery starts with the posting of the order confirmation.
7.2 The fixed period of delivery is complied with when the goods have left the place of shipment or notice of the readiness for shipment has been given before its expiry.
7.3 The fixed period of delivery shall be reasonably prolonged if labour disputes, operational disruptions, lack of raw materials, traffic disruptions, decrees of public authorities and all kinds of force majeure occur as well as in case of unexpected obstacles beyond our control, unless there is insufficient proof that these obstacles have a significantly adverse effect on the completion of production or the delivery of goods. This is also applicable if these conditions occur with subcontractors and/or contractual sellers. Moreover, if these conditions modify the content of our performance significantly, we will be exempted from our delivery obligation for the duration of the disturbance and in the scope of its effects.
7.4 In case of unsatisfactory information about buyers we shall be entitled to cancel contracts or delivery obligations both partially and completely.

8.0 Conterbalancing or Retention        
Any counterbalancing of the buyer with any counterclaims which we have contested and declared invalid is not admissible. This is also applicable to commercial transactions including the retention of payments.

9.0 Notice of Defects (Complaints)
9.1 In case of complaints regarding the quality and quantity of the goods delivered, we only assume liability if the buyer notifies us about these defects immediately, in written form and within 8 days.
9.2 The right of the buyer to assert these claims falls under the statute of limitations 6 months after delivery.
9.3 Unless at least one item of the rejected goods has been received from the buyer or any third party within 8 days after the written complaint for the purpose of an analysis, any claims of the buyer regarding abatement (reduction in price) or cancellation of sale (cancellation of contract) become ineffective.
9.4 We assume no liability for damages resulting from the following: unsuitable or inappropriate use, misassembly and/or faulty commissioning, faulty or negligent handling, unsuitable operating material, chemical, electrochemical or electrical influences unless they can be attributed to a fault by the seller.
9.5 Through any improper modifications or maintenance work made by the buyer or any third party without the prior agreement of the seller, the liability for the resulting consequences shall be suspended.
9.6 In case of reasonable complaints, the buyer is entitled to claim a rework or replacement of the goods delivered. Complaints do not entitle the buyer to refuse or delay the acceptance of the goods.
9.7 Should any rework or replacement of the goods remain undone, be unsuccessful or impossible although a reasonable grace period has been fixed, the buyer can choose between abatement (reduction in price) and cancellation of sale (cancellation of contract). The buyer is not entitled to any further claims unless the seller is liable for the lack of guaranteed qualities.

10.0 Claims for Damages                 
Any claims of the buyer regarding the replacement of all kinds of damages, including damages which do not affect the goods themselves, shall be excluded, unless the damages are the result of a grossly negligent breach of contract on our part.

11.0 Guarantee
11.1 Guarantee may be declared for all damages occurring within two years from the transfer of risks which can be evidently attributed to a material or production defect. The entitlement to guarantee payments belongs to the buyer and cannot be transferred.
11.2 The following items are excluded from the guarantee: - utility products - products which are subject to wear due to usage or any other natural wear as well as - defects of the product, which can be attributed to noncompliance with the user manual, unsuitable use, abnormal environmental conditions, irrelevant operating conditions, congestion or a lack of maintenance or care. - defects of the product, which can be attributed to the usage of accessory, integral or spare parts which are not original parts. - products which have been modified or supplemented. - minor deviations of the reference quality, which are irrelevant regarding the value and usability of the product.
11.3 The remedy of defects shall take place in such a way that we repair the faulty product free of charge or substitute it with a faultless product (successor if applicable). Products or parts which have been substituted become our property.
11.4 Guarantee claims shall be raised within the fixed guarantee period. For this purpose, the product affected has to be returned together with the original invoice. Here, the period of notice of 6 months is also applicable for a reversal of the burden of proof for a possibly existing defect in production.

12.0 Payment, Default, Maturity
12.1 In the absence of any special agreements, payment has to be made without any deductions free seller's payment office within 30 days after the date of the invoice (also with partial deliveries).
12.2 Cheques and bills of exchange are only accepted on account of payment; the latter only in case of a prior written agreement.
12.3 If the terms of payment are not complied with, we are entitled to charge interests corresponding to the standard bank debit interest rate.
12.4 If any payment of the buyer is delayed, we are entitled to choose between withdrawing from the contract, demanding cash settlement or taking back the goods delivered under reservation of title at the original invoice value minus the costs incurred in this action. For the purpose of inspecting and collecting the goods we are entitled to access the facilities of the buyer during normal business hours.
12.5 Any possible claims regarding the payment of damages remain unaffected by these measures in any case.
12.6 If we are notified about a deterioration of the financial situation of the buyer or if we learn that the buyer is pledging inventories, receivables etc. or uses them as security for other debtors, we are entitled to demand immediate cash settlement and/or payment in advance, securities or a return of the goods or cash-on-delivery or to withdraw from contract while revoking all possible other agreed terms of payment. If a bill of exchange or an agreed rate is not paid on time, all circulating bills of exchange and all residual claims towards the buyer become immediately payable while all agreed terms of payment are being revoked.

13.0 Reservation of title
13.1 The seller reserves his title in the object of delivery until all claims of the seller towards the buyer resulting from the business relationship, including future claims resulting from contracts entered at the same time or later, have been settled. If the buyer violates the contract, especially in case of delayed payment, the seller is entitled to take back the object of delivery after a warning letter has been sent while the buyer is obliged to surrender the object of delivery. In case of seizure or other intervention of third parties, the buyer is obliged to notify the seller immediately.
13.2 The buyer is entitled to resell the object of delivery in the orderly course of business. However, it is already at that point of time that he is conveying all claims arising from this resale, including ancillary rights towards the purchaser or third parties, to the seller.
13.3 The reservation of title and the securities to which the seller is entitled remain applicable until full release from contingent liabilities, which the seller has contracted in the interest of the buyer.

14.0 Place of jurisdiction                
Irrespective of the importance, place of jurisdiction shall be exclusively Amtsgericht Memmingen [Memmingen District Court], if the buyer is a merchant according to the commercial code, a legal entity or a public separate estate.

15.0 Acknowledgement        
The above-mentioned terms and conditions are applicable to all sales. The buyer acknowledges them on completion of sale as well as if he accepts a copy without contradiction. Regulations to the contrary shall not be acknowledged unless they are confirmed in writing.

Senden, February 2009