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General Terms and Conditions

1. Conclusion of Contract
Our offers in catalogues and sales documents as well as on the internet are subject to change. Orders are solely accepted according to these General Terms and Conditions provided that we did not expressly confirm other or additional conditions. We do not accept the validity of the buyer’s terms and conditions of purchase. We are not bound to said terms and conditions even if we do not explicitly object to them. This also applies to orders, which are accepted by our sales agencies. Subsidiary agreements with our agencies require our written confirmation to become effective.

2. Deliveries
2.1. We are entitled to make partial deliveries. We are only obligated to pay compensation for delays in delivery if we caused said delays due to gross negligence or culpably.
2.2. If the buyer is in default of payment for a previous delivery, we are entitled to conduct further deliveries on the basis of DvP (delivery vs. payment) and after the payment of all amounts due or to withdraw from the contract after setting a final deadline for the payment of amounts due, without be obligated to compensate for damages.
2.3. Upon determining an appropriate deadline, we can retrospectively make a delivery dependent on advance payment or collateral securities if after contract conclusion the situation arises that our payment claims are at risk.
2.4. In the event of force majeure such as operational disturbances at sub-suppliers’, blockades of transportation routes, strikes and epidemics, we are entitled to cancel the contract.
2.5. Cancellation by the buyer is excluded for custom or special designs.
2.6. Customary excess or short deliveries must be accepted by the buyer.
2.7. If shipment is delayed upon request by the buyer or for reasons the buyer is responsible for, the goods are stored at the buyer’s expense and risk. In this case, the notice of readiness for shipment is equivalent to shipment.
2.8. Models and drawings remain our property even if the buyer fully or partially bears the costs for said items. We also maintain the copyrights. For deliveries according to drawings or other specifications by the buyer, the buyer must indemnify us from any claims for damages due to the possible violation of third party property rights.
2.9. The return of properly supplied goods can only take place with our prior consent. These shipments must be free of transportation charges for us. Credit is only granted after reutilisation less reutilisation costs accrued.

3. Assembly 
3.1. Assemblies are only conducted upon specific agreement and as soon as the sites allow for unhindered work conditions. They are calculated for speedy installation. Expenses due to delays or interruptions, which we did not culpably cause, must be borne by the buyer according to separate invoice. The buyer bears the costs for required scaffolding or equipment as well as power supply for power tools, costs for the use of electricity and water furthermore, for punching and closing holes as well as costs for construction site clean-up and contractors’ all risk insurance.
3.2. The buyer is obligated to accept partial-assembly. If the buyer does not comply with the corresponding request, acceptance is deemed effected one week after receipt of the request if we indicated this to the buyer in the request.
3.3. The risk is transferred to the buyer with installation. The buyer is liable for non-skilled workers, who the buyer makes available for assembly.

4. Prices 
4.1. Prices on the delivery date are charged provided that it is more than four months after contract conclusion and the
buyer is responsible for the delay in delivery. We are entitled to bill partial deliveries, if applicable by billing corresponding partial payments.
4.2. Unless otherwise stipulated, our prices are quoted ex works, excluding value added tax, not including packaging in Euros.
4.3. The goods are delivered at recipient’s risk ex works.
4.4. Packaging is sold at cost. It is not taken back. We do not assume liability for miscarriages or flaws in packaging except in the event of gross negligence or intent.

5. Warranty
5.1. Apparent defects must be notified in writing within 8 days after receipt of goods. If the goods are no longer in the delivered condition, in particular if said goods were used, merely reduction can be requested.
5.2. Claims for material defects lapse in 12 months as of transfer of risk provided that laws do not dictate longer mandatory statutes of limitation. If there is a material defect, we are entitled to supplementary performance by means of subsequent improvement or compensation delivery. Should supplementary performance fail, the buyer can reduce the purchase price.
5.3. We are only liable for the suitability of the goods we deliver for the buyer’s intended purposes if we explicitly ensured suitability in writing and we are adequately made aware of the local, technical and structural conditions. We do not assume any liability for technical specifications and recommendations. Technical modifications, which serve improvement or further development, are not deemed defects.
5.4. Buyer’s claims for damages and reimbursement of expenses (hereinafter claims for damages), irrespective of the legal grounds, in particular due to breaching obligations resulting from contractual obligations and claims in tort are excluded. This does not apply in the event of the acceptance of a guarantee or a procurement risk. Furthermore, this does not apply if liability is mandatory, e.g. according to the Product Liability Act in cases of gross negligence based on claims for damages resulting from death, bodily injuries or damage to health as well as the breach of fundamental contractual obligations. However, claims for damages based on a breach of fundamental contractual obligations are limited to foreseeable damages typical for the contract as far as there is no gross negligence or as far as liability is not based on claims for damages resulting from death, bodily injuries or damage to health. This does not entail an amendment of the burden of proof to the disadvantage of the buyer.


6. Title retention
6.1. All goods we delivered remain our property until all payment claims we have against the buyer are met, irrespective of the legal relationship.
6.2. Conditioning or processing of the goods subject to title retention by the buyer is carried out for us. We obtain co-ownership to the finished product in proportion of the value of our processed product to the value of the overall object.
6.3. The buyer is solely entitled to resale and conditioning or processing in line with the buyer’s normal business operations. The buyer hereby assigns the full amount of the claims from the resale to us as security for our payment claims against the buyer, irrespective of the legal grounds the claim is based on. The buyer is entitled to collect these claims without disclosing the assignment in line with normal business dealings. Collection is conducted on a trust basis for us. Upon our request, the buyer is obligated to suspend collection, to inform us of the debtors of the assigned claims and to notify said debtors of the assignment.
6.4. Should the provided securities exceed our claims after that by more than 20%, we are obligated to release the exceeding securities at our discretion upon request by the buyer.
6.5. If the stated securities are insufficient in effectively covering our claims, the buyer is, upon our request, obligated to provide us with additional securities up to the full amount of the outstanding claims at all times.
6.6. The buyer must immediately inform us of third party access to the goods subject to title retention and inform the accessing third party of our rights. The buyer must bear the costs of our intervention against the third party.
6.7. If the goods subject to title retention are connected to properties or movables, the buyer must also
assign the claim, which the buyer is entitled to as compensation for the installation, to us as a precaution with all ancillary rights.
6.8. After all our payment claims have been fully met, all previously mentioned securities are transferred to the buyer without a separate declaration of will being required for this purpose.
6.9. In the event of default of payment or a deterioration of the buyer’s assets, we are entitled to take possession of the goods subject to title retention without simultaneously declaring our withdrawal from the contract. The buyer must bear the costs for the withdrawal. In this case, we are also entitled to revoke our authorisation to resell our goods subject to title retention.

7. Payment terms
7.1. Our invoices are due within
14 days of invoice date with a 2% discount
30 days
net. Entitlement to a discount is inapplicable as long as there are outstanding invoices.
7.2. Bills of exchange are only accepted after specific agreement and on account of performance for payment.
7.3. Our claims are routinely assigned and sold to a factoring company. Payments with full discharge of debtor can only be made to the factoring company to which we have assigned our claims from this business relationship.
7.4. If the buyer is in default of payment, we are entitled to immediately require payment of all outstanding invoices.

8. Final provisions 
8.1. Place of fulfilment and jurisdiction for all contracts is Hamburg, in any case in regard to the place of jurisdiction for transactions with registered traders in terms of §§ 1f. of the German Commercial Code as well as corporate bodies organised under public law or special funds under public law.
8.2. The invalidity of individual provisions of these General Terms and Conditions does not affect the validity of the remaining provisions. In this case, we are entitled to replace the ineffective provision with an effective provision, which comes closest to the economic purpose of the ineffective provision.
8.3. For contracts dealing with foreign law, the application of German law excluding the United Nations Convention on Contracts for the International Sale of Goods is stipulated.