General Terms

Standard Conditions of Sale

§1 General and Scope of Application

(1) Solely our conditions of sale shall apply; we shall not accept any Client terms in contrast to or deviating from our conditions of sale, unless we have approved of the validity of such terms in writing. Our conditions of sale shall apply even in the event that we should perform delivery to the Client without reservation despite our knowledge of any Client terms in contrast to or deviating from our conditions of sale.

(2) Any and all arrangements made for the purpose of executing this contract have been fixed in writing in this contract.

(3) Our conditions of sale shall apply only to businessmen within the meaning of Section 310 (1) German Civil Code (BGB).

§2 Offer and Offer Documents

(1) In case the order qualifies as an offer to contract in accordance with Section 145 German Civil Code (BGB), we will be able to accept it within 2 weeks.

(2) We reserve proprietary rights and copyrights with regard to illustrations, drawings, cost estimates and other descriptive documents. This shall apply also to any written documents marked as confidential. The Client is required to obtain our express written consent before passing such documents on to third parties.

§3 Prices and Terms of Payment

(1) Save as otherwise provided in the acknowledgment of order, our prices shall be ex works Gräfelfing, Germany, not including packing, which will be charged separately.

(2) Our prices are exclusive of statutory VAT, the amount of which will be shown separately in the invoice at the rate ruling at the time of invoicing.

(3) Any discount shall require a special written agreement.

(4) Save as otherwise provided in the acknowledgment of order, the purchase price shall be due for net payment (without deduction) within 14 days from the date of invoice. The legal provisions with regard to the consequences of default in payment shall apply.

(5) The Client shall only be entitled to any right of offset provided that its counterclaims have been established finally or if such claims are undisputed or have been acknowledged by us. In addition to the aforesaid, the Client shall be authorised to exercise a right of retention in so far as its counterclaim is based on the same contractual relationship.

§4 Delivery Time

(1) The commencement of the period of delivery stated by us shall be dependent upon the prior clarification of all technical matters.

(2) The fulfilment of our delivery commitment shall further require that the Client performs its obligations timely and properly. Defence of non-performance of contract shall be reserved.

(3) In the event of the Clients default in acceptance or its culpable breach of any other duties to co-operate, we shall be entitled to request damages for any losses in so far incurred, including any possible additional expenditure. We reserve the right to claim further damages.

(4) In the event that the conditions of clause (3) exist, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the Client at the point in time when the Client comes into default in acceptance or debtors delay.

(5) We shall be liable pursuant to the applicable legal provisions, provided that the underlying contract for sale is a contract where time is of the essence within the meaning of Section 286 (2) No. 4 German Civil Code (BGB) or Section 376 German Commercial Code (HGB). We shall also be liable in accordance with the applicable legal provisions if the Client should, as a result of default of delivery we are responsible for, be entitled to assert that its interest in any further performance of the contract has lapsed.

(6) Furthermore, we shall be liable in accordance with the applicable legal provisions if default of delivery is owed to any breach of contract due to intent or gross negligence we are responsible for; any fault of our representatives or vicarious agents shall be ascribed to us. Provided that default of delivery is not due to any intentional breach of contract, liability for damages shall be limited to the foreseeable, typical damage.
 
(7) We shall also be liable in accordance with the applicable legal provisions in so far as any default of delivery we are responsible for is due to culpable breach of a material contractual duty: however, liability for damages shall in this case be limited to the foreseeable, typical damage.

(8) The Client reserves further legal claims and rights.

§5 Transfer of Risk and Packaging Charges

(1) Save as otherwise provided in the acknowledgment of order, delivery ex works shall be deemed agreed.

(2) Separate agreements shall apply to the return of packages.

(3) At the Clients request, we will take out transport insurance cover for the consignment; the cost in this respect incurred shall be borne by the Client.

§6 Liability for Defects

(1) The assertion by the Client of any claims arising from defects shall require that the Client has properly complied with its duties to inspect and lodge a complaint owed pursuant to Section 377 German Commercial Code (HGB).

(2) Should a defect of the object of sale exist, the Client shall at its option be entitled to demand amendment either in the form of rectification of defects or delivery of a new item free from defects. In the case of rectification of defects, we shall be obligated to bear all expenses necessary for the correction of faults, in particular transport cost, travel cost, labour and material cost, provided that such cost do not increase owing to the fact that the object of sale has been transferred to a location deviating from the place of performance.

(3) In case amendment should prove abortive, the Client shall be entitled at its option to demand withdrawal from contract or reduction of purchase price.

(4) We shall be liable in accordance with the applicable legal provisions if the Client asserts any claims for damages on the basis of intent or gross negligence, including intent or gross negligence on the part of our representatives and vicarious agents. Provided that we are not accused of intentionally breaking the contract, liability for damages shall be limited to the foreseeable, typical damage.

(5) In case we should culpably break a material contractual duty, we shall be liable in accordance with the applicable legal provisions; liability for damages shall in this case, however, be limited to the
foreseeable, typical damage.

(6) Should the Client be entitled to damages instead of performance, our liability shall even within the scope of clause (3) be limited to the foreseeable, typical damage.

(7) Liability for any culpable injury to life, body or health shall remain unaffected; this shall also apply to binding liability pursuant to product liability law.

(8) Unless otherwise stipulated above, liability shall be excluded.
 
(9) The limitation period for claims arising from defects is 12 months from transfer of risk.

(10) The limitation period in the event of recourse by the seller to its supplier pursuant to Section 478 and Section 479 German Civil Code (BGB) shall remain unaffected; this period is five years from the delivery of the defective item.

§7 Aggregate Liability

(1) Any liability for damages in excess of that provided for in Section 6 shall be excluded irrespective of the legal nature of the asserted claim. This shall apply especially to claims for damages from culpa in contrahendo or from any other violation of duties as well as to tortious claims for damages from injury to property pursuant to Section 823 German Civil Code (BGB).

(2) The limitation provided for in clause (1) shall apply also if the Client demands reimbursement of futile expenses in lieu of performance instead of a claim for damages.

(3) In so far as liability for damages against our company is excluded or limited, such exclusion or limitation shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.

§8 Reservation of Ownership

(1) We reserve title to the object of sale until receipt of all payments arising from the supply contract. In the event of any behaviour of the Client not conforming to the contract, in particular in the case of default in payment, we shall be entitled to repossession of the object of sale. Our repossession of the object of sale implies withdrawal from contract. Following repossession of the object of sale, we shall be authorised to realise such object of sale. The proceeds from realisation have to be set off against the Clients liabilities, net of adequate cost of realisation.

(2) The Client shall be obligated to handle the object of sale cautiously; it shall in particular be obligated to take out adequate new for old insurance for such object at its own expense for any damage caused by fire, water and theft. Should any maintenance and inspection work be required, the Client has to perform such work in due time at its own expense.

(3) In the case of attachment or other interventions by third parties, the Client has to inform us immediately in writing in order to enable us to file a suit pursuant to Section 771 Code of Civil procedure (ZPO). Should such third party be unable to reimburse us for the court and out-of-court costs of a suit pursuant to Section 771 Code of Civil procedure, the Client will be held liable for any financial loss we may incur.

(4) The Client shall be entitled to sell the object of sale within the course of ordinary business; however, it shall already now assign to us all accounts receivable in the final invoice amount (incl. VAT) of our claim accruing to it from its customers or any third parties from such resale, irrespective of whether the object of sale has been resold without or subsequent to processing. The Clients authorisation to collect such accounts shall remain in effect even after the aforesaid assignment. This shall not affect our authority to collect such accounts ourselves. We engage, however, not to collect such accounts as long as the Client complies with its obligations to pay from the proceeds realised, does not default and, in particular, as long as no court composition or insolvency proceedings have been applied for and there is no cessation of payments. In the aforesaid event we may, however, require the Client to disclose to us the claims assigned as well as the respective debtors and provide us with all necessary information, deliver the associated documenting material and inform the debtors (third parties) of such assignment.

(5) Any processing or reshaping of the object of the sale by the Client shall always be made on our behalf. In case the object of sale should be processed with other items not belonging to us, we shall acquire co-ownership of the new object in proportion to the value of the object of sale (final invoice amount, including VAT) to the other processed items at the time of processing. Apart from the aforesaid, the provisions regarding objects of sale delivered with reservation shall analogously apply to the object emerging from processing.

(6) In the event that the object of sale is inseparably linked to or mixed with other items not belonging to us, we shall acquire co-ownership of the new object in proportion to the value of the object of sale (final invoice amount, including VAT) to the other items being mixed/linked at the time of joining. In case joining is effected in such a way that the Clients object has to be considered the principal thing, it is understood that the Client transfers pro-rata co-ownership to us. The Client shall hold custody of the so created sole or co-ownership on our behalf.

(7) In order to secure our claims against the Client, the latter shall also assign to us any claims arising against a third party from linking the object of sale with a piece of property.
 
(8)
We commit to release the securities we are entitled to at the Clients request in so far as the realisable value of our securities exceeds the debt to be secured by more than 10%; it is our responsibility to chose the security to be released.

§9 Legal Venue and Place of Performance

(1) The legal venue is Munich, Germany. We are, however, entitled to suit the Client at the court of its place of residence.

(2) The contract shall be governed by the law of the Federal Republic of Germany. The application of the UN law on sales shall be excluded.

(3) Save as otherwise provided in the acknowledgment of order, our place of business shall be the place of performance.