Overview: General Terms»
Terms of supply
I. General regulations1. For the handling of deliveries or services (hereafter: deliveries) the written declarations from both sides apply. However, general business conditions of the person/company ordering only apply insofar as the deliverer or service provider (hereafter: deliverer) have expressly agreed to them in writing.
2. As regards cost estimates, drawings and other documents (hereafter: documents) the supplier reserves his proprietary rights and copyright exploitation rights without
restriction. The documents may only be shared with a third party with the prior consent of the supplier and, if the contract is not awarded to the supplier, must be immediately returned to the supplier upon request. Paragraphs 1 and 2 apply accordingly to the documents of the person/company ordering; these documents may, however, be made accessible to such third parties to whom the supplier has made deliveries as permitted.
3. As regards standard software, the person/company ordering has the non-exclusive right to use the software with the agreed features in its unmodified form on the agreed equipment. The person/company ordering may make a backup copy without express consent.
4. Partial deliveries are permitted, as long as the person/company ordering finds them to be reasonable.
II. Prices and terms of payment
1. The prices are understood as ex factory, excluding the packaging, plus any applicable, lawful sales taxes.
2. If the supplier has undertaken the setup or assembly and nothing else has been agreed upon, then the person/company ordering will bear all required incidental costs in addition to the agreed remuneration, such as travel costs, shipping costs for the hand tools, costs for personal luggage and accommodation allowances.
3. Payments are to be made from the pay office of the supplier.
4. The person/company ordering can only balance those claims, which are undisputed or legally set.
III. Reservation of proprietary rights
1. The objects of delivery (goods subject to retention of title) remain the property of the supplier until all claims made by him against the person/company ordering have been satisfied. If the value of all of the security interests that the supplier is entitled to assert exceeds the amount of all of the secured claims by more than 20 %, the supplier will float a corresponding portion of the security interests upon request of the person/ company ordering.
2. For as long as the proprietary rights are reserved, the person/company ordering is forbidden to make any pledges or transfers of security. Resale is only permitted for resellers in the usual course of business and only under the condition that the reseller receives payment from his customer or makes the proviso that the property is only transferred to the customer if the customer has fulfilled his obligation to pay.
3. In the event of garnishments, confiscations, court orders or other intervention by a third party, the person/company ordering must immediately notify the supplier.
4. If the person/company ordering fails to satisfy his obligations, particularly in regard to a delay in payment, the supplier is entitled to a withdrawal or return of the goods after an appropriate grace period set by the person/company ordering has elapsed; the legal regulations governing the dispensability of setting a grace period remain unaffected. The person/company ordering is obliged to publish.
IV. Delivery periods; delays
1. The prerequisites for complying with the delivery periods are the timely receipt of all documents, required approvals and authorizations that are to be supplied by the person/company ordering, in particular, plans and compliance with the agreed terms of payment and other obligations by the person/company ordering. If these prerequisites are not met in a timely manner, the periods are appropriately extended. This does not apply if the supplier is the cause of the delay.
2. If the non-compliance with the deadline is due to force majeure, e.g. mobilization, war, unrest or similar events, e.g. a strike or a lock-out, the deadlines are appropriately extended.
3. If the supplier is the cause of the delay, the person/company ordering can demand compensation for each complete week of the delay, insofar as he can prove that he has suffered damages, in the amount of 0.5 %, up to a maximum of 5 % of the price for the part of the deliveries that could not be put into useful operation due to the delay.
4. Both the person`s/company`s ordering claims for compensation due to the delay (and claims for compensation in lieu of the service that go beyond the limits stated in No. 3) are ruled out in all cases of delayed delivery, even after a deadline set by the supplier has elapsed. This does not apply in cases where liability is compulsory due to an intentional act, gross negligence or due to harm to life, limb or health. The person/company ordering may only withdraw from the contract within the scope of the legal regulations, insofar as the supplier is the cause of the delay in delivery. A change in the burden of proof to the disadvantage of the person/company ordering is not connected to the aforementioned regulations.
5. The person/company ordering is obligated, upon request by the supplier and within an appropriate period of time, to declare whether he is withdrawing from the contract due to the delay in delivery, or whether he will wait for the delivery.
6. If, upon request by the person/company ordering, the shipping or delivery is delayed by more than a month after the notification of readiness to ship, the person/company ordering can be charged for storage for the start of each month in the amount
of 0.5 % of the price of the delivered objects, but only up to a maximum of 5 %. The
parties to the contract may provide proof of higher or lower storage costs at their
discretion.
V. Passing of risk
1. The risk for a freight paid delivery is also passed to the person/company ordering as follows:
a) for deliveries without setup or assembly, if they have been dropped off for shipping or picked up. Upon request and at the expense of the person/company ordering, the supplier will insure the deliveries against the usual shipping risks;
b) for deliveries with setup or assembly on the day of acceptance in the person`s/company` s ordering own place of business or, if agreed upon, after a successful test run.
2. If the shipping, delivery, start-up, setup, assembly, acceptance in the person`s/company`s ordering own place of business or the test run are delayed due to actions of the person/ company ordering or if the person/company ordering experiences a delay in the acceptance for any other reason, the risk is passed to the person/company ordering.
VI. Setup and assembly
The following regulations apply to the setup and assembly unless otherwise agreed in writing:
1. The person/company ordering, at his own cost, must perform the following in a timely manner:
a) all ground work, construction work and other incidental work outside of his sector, including providing the necessary experts and workers, construction materials and tools,
b) the objects and materials required for the assembly and start-up, such as scaffolding, hoisting gear and other devices, fuels and lubricants, c) power and water at the operating site, including the connections, heating and lighting,
d) at the assembly site, sufficiently large, suitable, dry and lockable areas for storing the machine parts, fixtures, materials, tools, etc. For the assemblers, appropriate work areas and break areas including sanitary facilities that suit the circumstances.
In addition, the person/company ordering must take measures toward protecting the property of the supplier and the assembly personnel on the construction site equal to the protection that he would afford his own property.
e) any protective clothing and protective equipment that is required as a result of special circumstances at the assembly site.
2. Before the assembly work commences, the person/company ordering must provide the necessary specifications regarding the layout of any hidden power, gas or water lines or similar systems and the required statistical specifications without being prompted.
3. Before the setup or assembly commences, any provisions or objects that are required for performing the work must be present at the setup or assembly site and all preliminary work must be sufficiently advanced before beginning the setup as to allow the setup or assembly to be started and carried out without interruption according to the agreement.
All approaches to the site and the setup/assembly site itself must be leveled and cleared.
4. If the setup, assembly or commissioning are delayed due to circumstances not caused by the supplier, the person/company ordering must bear any reasonable costs for the waiting period and additional required travel on the part of the supplier or the assembly personnel.
5. Once a week, the person/company ordering must attest in writing to the supplier the
duration of the work time of the assembly personnel and the cessation of the setup, assembly or commissioning work.
6. If the supplier requires acceptance of the delivery after it has been finalized, the person/company ordering must do so within two weeks. If this does not take place, the acceptance will be regarded as concluded. The acceptance is also regarded as concluded if the delivered system has been put to use – after concluding an agreed test phase, if applicable.
VII. Acceptance
The person/company ordering may not refuse acceptance of deliveries due to negligible deficiencies.