1.1 These Conditions of Delivery and Payment shall apply as binding conditions to the business relationship as a whole,
to the present agreement, to all deliveries arising from future business transactions between the parties and to other
1.2 Other conditions applied by Customer and not expressly acknowledged by us in writing shall remain non-binding for us,
even if not expressly refused by us.
1.3 All other agreements, changes or supplements to agreements and ancillary agreements must be confirmed by us in writing.
Statements by our staff and representatives shall be deemed effective in law only when confirmed by us in writing.
2. Offer and Order Confirmation
2.1 Our offers are subject to confirmation. The scope of our obligation to perform shall be determined solely by our written
2.2 Any documents forming the basis of an offer or order confirmation, such as sketches, drawings, cost estimates and other
documentation, shall be utilised by Customer for the agreed purpose only and shall not be reproduced or made available to third
parties by Customer without our express permission. Said documents shall be returned to us at our request.
3. Delivery and Delay
3.1 Punctual adherence to delivery deadlines assumes the timely supply of documentation and other necessary information to us
by Customer and furthermore assumes that payment obligations on behalf of Customer do not fall into default.
3.2 In the case of our inability to comply with binding delivery dates for reasons of force majeure or other unavoidable
circumstances such as war, industrial action, lockout or delay in the provision to us of parts, goods or services ordered from
third parties, Customer shall be entitled to specify an appropriate extension of the delivery period with a minimum of four
weeks, after the expiry of which Customer shall be entitled to withdraw from the contractual agreement in the form of
a registered letter.
3.3 Should our delivery of the goods or services be rendered impossible under the circumstances given for reasons beyond our
control, we shall be deemed exempt from our obligation to deliver. This shall also apply if said circumstances affect our
operations to such an extent that our fulfilment of the agreement is hindered.
3.4 Customer shall be entitled to claim compensation against us, whether for withdrawal from the agreement or delay in delivery,
in the circumstances given above. This shall not apply in cases where gross negligence or intention is imputed to us.
3.5 We shall be entitled to execute part-deliveries.
4. Acceptance and Transfer of Risk
4.1 Unless fixed acceptance periods are agreed, Customer shall undertake to accept the delivery item within eight days of
notification of its completion.
4.2 If Customer has submitted an order on call, he shall undertake to call up the delivery item – or all items, in the case
of multiple orders – within a period of twelve months from the date of ordering. If Customer fails to call up the order within
this period we shall be entitled to undertake unsolicited dispatch and invoicing of the goods, or to withdraw from the contract
and demand the return of any bulk discount already granted on the basis of the on-call order for earlier orders.
4.3 Risk shall be transferred to Customer on acceptance of the delivery item, in the case of groundless refusal on the part of
Customer to accept the delivery item, or in the case of inaction on the part of Customer after the expiry of the time limit
given in 4.1 and 4.2 above or a specifically agreed time limit for acceptance. If dispatch of the delivery item to Customer or
a third party is agreed, risk shall be transferred when the delivery item is passed to the carriage agent (mail, rail, carrier etc.).
In all cases risk is transferred with the commencement of use of the delivery item. If we accept goods returned for reasons
over which we have no control, risk shall lie with Customer until the delivery item arrives at our premises.
5. Prices and Conditions of Payment
5.1 Unless otherwise specified, prices given by us are ex works exclusive of statutory Value Added Tax and packing costs.
Packing of our choice will be invoiced.
5.2 Our invoices are due net cash 30 days after invoice date. Invoices for repairs are due immediately, strictly in full.
5.3 Prices are valid for a period of four months after receipt of our order confirmation. If longer delivery times have been
agreed and prices of raw materials, wages and salaries, freight or public duties increase after conclusion of the agreement,
shall be entitled to increase prices by an appropriate amount. 5.4 If Customer exceeds the time limit for payments, he shall
be deemed to be in default from receipt of our first reminder. We reserve the right to charge default interest to the amount
of 3% above the German Central Bank discount rate applicable at the time.
5.5 We are under no obligation to accept bills of exchange, which in all cases shall be deemed to be accepted only when
the amount has been credited to our account. We accept no liability for the timely presentation, protest, notification or
returning of the bill in the case of non-redemption. In case of default we shall reserve the right to exercise the claims
specified in 5.4.
5.6 If Customer fails to meet his obligations of payment to a significant extent, ceases to render payment instalments or fails
to redeem a cheque or bill of exchange, or if any serious deterioration in Customer's business status comes to our knowledge,
we shall be entitled to demand payment in advance and call in all deliveries outstanding.
5.7 In the case of requests for modification or alteration issued on the part of Customer after order confirmation, we shall
invoice Customer for any resulting additional costs.
6. Retention of Title
6.1 The goods delivered shall remain our property until all accounts arising from our business transactions with Customer
have been settled in full. Retention of title shall be upheld if individual claims against Customer are included in an open
account. A Customer indicating his status as reseller when ordering shall be entitled to resell the reserved goods as part of
normal business transactions; however, pledging or cession by security shall not be permitted. In the case of resale of the
reserved goods on credit, Customer shall undertake to secure our rights. 6.2 Claims arising from resale of the reserved goods shall
be transferred to us by Customer at the time of conclusion of the agreement concerning resale of our delivery; we accept said transfer.
7.1 Defects in the delivery items about which we are informed after the transfer of risk shall be repaired by us at our own
option or replaced by us. We shall also be entitled to replace the goods if repair proves unsuccessful. Written notification of
defects must be received by us within fourteen days of transfer of the delivery items to the Customer in the case of visible
defects, or immediately after discovery in the case of hidden defects.
7.2 Any alterations or modifications to the goods undertaken by the recipient of the goods shall render null and void all
obligation on our part to replace the goods. Defective items shall be returned freight and carriage free and shall be retained
for our inspection. If the complaint proves justified we shall, at our own option, replace the goods free of charge and carriage
free after return of the defective goods, or repair the defective goods. Claims concerning rescission of the contract, price
reduction or compensation shall be excluded.
7.3 We accept no liability for damages arising for the following reasons: Faulty operation by Customer or a third party,
inappropriate or im-proper use, non-observance of our operating instructions, chemical, electrochemical or electrical influence,
alterations or maintenance work not approved by us.
7.4 Further claims on the part of Orderer shall be excluded, particularly claims concerning the reimbursement of damages not
arising from the delivery item itself. This shall not apply in cases where intention or gross negligence are imputed to us.
8. Place of Fulfilment, Place of Jurisdiction
8.1 The place of fulfilment for delivery and payment shall be Ingolstadt.
The place of jurisdiction for all disputes, including those involving bills of exchange or cheque processes, shall be Ingolstadt.
8.2 If a condition of these Terms and Conditions is or becomes invalid, the validity of all other conditions remains unaffected.