General terms and conditions covering sales and delivery

(Please note that the English translation is provided for your convenience only. Solely the German terms and conditions apply to any contractual agreement.)

As of 2011

Art. 1: Area of Application

The following terms and conditions are in effect for business owners, legal persons of public and private law, as well as public specialty companies.Our deliveries and services are only rendered based on the following conditions. Business conditions of the buyer that did not receive expressed written approval by us are invalid. These conditions also apply to all future business agreements with the buyer.

Art. 2: General Provisions

All agreements have to been in writing. If any verbal agreements are made after a contract has been entered into, they will need to be put in writing and agreed to by both parties to the contract immediately after the verbal agreement in order to be valid.
If any part of a contract is rendered invalid (such as by local laws and regulation) it will not render the entire agreement invalid. The parties agree to replace an invalid part by a valid part which is closest to the desired commercial outcome and is the closest aligned with the purpose of the contract.

Art. 3: Pricing, Payment Terms, Canceled Order Fees

Our prices are quoted in Euros (€) and exclusive of (unless otherwise specified) VAT, shipping and handling, and insurance. Invoices are due upon receipt without taking allowances.
In case of untimely payments, we reserve the right to charge interest on the unpaid balance, in accordance with legal limits, and, after written notification to the buyer, we may refuse fulfillment of an order until payment in full has been rendered. In case of an unwarranted withdrawal from the contract or unwarranted refusal of delivery by the buyer, we reserve the right to either collect 25% of the invoice amount for damages, or to insist on fulfillment of the contract, without special notice. In these cases the buyer reserves the right to submit proof of lesser damage, or no damage at all.

Art. 4.: Delivery, Delivery Times, Delayed Deliveries

The buyer is obligated to receive the ordered items. Unless otherwise specified, we deliver ex factory. The delivery times stated are in effect as of the signing of a contract. They are based on our  best estimates, but without binding force. The delivery times are fulfilled when we give notice to the buyer that the ordered items are ready to be shipped or ready for pickup. Delivery times will be extended appropriately, if a delay is caused by circumstances listed in article 8, or if the delay is caused by actions or inactions of the buyer.
If at any point in time we determine that the goods cannot be delivered within the time frame specified, we will give notice in writing to the buyer immediately, quoting the reasons, and advising the buyer, if possible, of the new delivery date.
The buyer may rescind the contract only if noncompliance with the set deliver date is due to gross negligence on our part, and if the buyer was unsuccessful in giving us an appropriate deadline for delivery in writing. We generally do not honor penalties for nonfulfillment.

Art. 5.: Title/Ownership

We reserve the right to title/ownership of the delivered goods until all demands from the business agreement with the buyer have been met. The buyer may not mortgage the goods or use them as collateral. The buyer is required to inform us immediately if the goods in question are being targeted for debt enforcement by a third party, and is required to provide us with the necessary documents to intervene and protect our assets. The same applies to other interferences which may jeopardize our assets.
We will release the aforementioned title to the goods upon request by the buyer, if the marketable value of the goods delivered in accordance with this article exceeds the demands we wish to secure by more than 20%.

Art. 6: Material Defects

The condition of the delivered goods is solely dictated by the technical regulations of delivery.
We are not responsible for defects caused by improper or inappropriate use, faulty or incorrect installation or startup by the buyer or a third party, normal wear and tear, or incorrect or negligent handling, or for consequential damages from inappropriate or non-approved changes or repairs by the buyer or third parties. The same rules apply to defects which lessen the value or capabilities of the goods insignificantly. Demands for defects expire 12 months after delivery, unless the law expressly calls for a longer period.
The buyer is responsible for inspecting the goods immediately after delivery, and to notify us immediately but no more than three working days after delivery, in writing of any observed defects. We are to be notified of any hidden defects in writing immediately after such defects have been discovered. Furthermore, § 377 HGB (German Trade Laws) applies. If an inspection was agreed upon, the notice may not include defects which the buyer could have discovered during a careful inspection. 
The buyer is required to give us ample opportunity to verify the alleged defect. The goods in question must be immediately returned to us, if so requested. We will cover the shipping costs back to us, if it is indeed a warranted defect. If the buyer should not adhere to these requirements, or if the buyer alters the goods the buyer claims to be defective without our expressed written permission, the buyer forfeits any and all demands in regards to the defects.
If the defects are legitimate and the notice to us was served within the aforementioned time frames, we reserve the right to repair the defective goods or replace them with goods free of defects.
If we do not adhere to these stipulations in accordance with the contract and the appropriate response times, the buyer reserves the right to set a final deadline in writing for us to meet our obligations. If we fail to meet this deadline, the buyer has the right to an allowance, to withdraw from the contract, or to complete the necessary repairs himself, or have the necessary repairs completed by a third party, at our expense and risk. If the repairs were successfully completed by the buyer or a third party, all demands by the buyer are considered satisfied when he has been reimbursed for the incurred and necessary costs of the repairs. Reimbursement will not be considered for increased costs due to the goods having been removed to a different location, unless this is inherent to the use of the product.

Art. 7: Other Claims, Liability

Unless otherwise specified, we are not liable for subsequent and consequential damage claims by the buyer. Specifically, claims by the buyer caused by damages from delay, the impossibility of a service, culpable breach of contractual secondary obligations, default at the time the contract is entered into, and unauthorized actions. Thus, we are not liable for damages outside of those to the goods delivered, especially for loss of revenue or other property damages suffered by the buyer.
The aforementioned limits of liability do not apply in cases of willful intent or gross negligence of our legal representatives or our higher management, as well as in cases of culpable breach of the fundamental contractual obligations. In cases of culpable breach of the fundamental contractual obligations we are liable for only the the damages which would typically be associated with the type of contract, as much as they can be reasonably predicted, except for in cases of willful intent or gross negligence by our legal representatives or our higher management. The limits of liability furthermore do not apply in cases, where in accordance with ProdHaftG (German Product Liability Law) we are liable for personal and property damages to privately used items when these were caused by the defect of a product delivered by us. Furthermore, the limits of liability do not apply either to damages to life, limb, or health in cases of missing functions that are intended to avoid damages to the buyer which did not occur on the delivered goods themselves.
Insofar as our liability is limited or excluded, this also applies to the personal liability of our employees legal representatives and contractors.
The legal rules and regulations concerning burden of proof are not affected by these stipulations.

Art. 8: Acts of Nature

Acts of Nature, strikes, public rioting, government actions, unfulfilled supplier deliveries and other unforeseeable, inevitable, and other severe circumstances will release the contractual partners for the duration of the circumstances and their effect from their respective obligations. This provision also goes into effect if at the time of the occurrence of such a circumstance the affected partner is already in delay concerning his obligations. Both parties are obligated to, as much as reasonably possible, deliver the required information immediately, and to adjust their obligations in accordance with the circumstances in good faith.

Art. 9: Place of Execution, Court of Jurisdiction, Applicable Law

Unless specified otherwise, the municipality where our headquarters is located is considered the place of execution as well as Court of Jurisdiction for all legal disputes arising from this contract and its validity, if the buyer is a merchant, a corporate body according to civil law, or a public special and separate estate. However, we reserve the right to sue in a court of law at the place of residence of the buyer.
The laws of the Federal Republic of Germany solely apply to the contractual relationship.