(1) These General Conditions of Sale (Conditions) apply to all our business relations with our customers (referred to hereinafter as "Customer"). The Conditions apply only if the Customer is an entrepreneur (Section 14 of the German Civil Code), a legal entity under public law or a public law special fund.

(2) The Conditions apply in particular to contracts for the sale and/or delivery of personal property (also referred to hereinafter as 'goods'), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433 and 651 of the German Civil Code). The Conditions in the version current at the time also apply as a basic agreement to future contracts for the sale and/or delivery of personal property with the same Customer without our having to refer to them again in every single case.

(3) Our Conditions apply exclusively. Customer's diverging, opposing or supplementary General Terms of Business shall become part of the contract only if and insofar as we have expressly agreed that they shall apply. This consent requirement shall apply in every case, including for example if we execute delivery to the Customer without reservation in the knowledge of the latter's Terms of Business.

(4) Individual agreements made with the Customer in a particular case (including collateral agreements, additions and amendments) shall in every case take priority over these Conditions. With regard to the content of such agreements, a written contract and/or our written acknowledgment shall apply.

(5) Legally relevant declarations and notifications to be made to us by the Customer after conclusion of contract (such as fixing time limits, notifying defects, declaring withdrawal or diminution of the purchase price due to defects) shall be valid only if made in writing.

(6) References to the applicability of legal provisions are provided for clarification only. Even without such clarification the legal provisions shall therefore apply unless directly amended or expressly excluded in these Conditions.

(1) Unless otherwise stated in the quotation, our quotations are subject to change and without obligation. This shall apply even if we have supplied the Customer with catalogues, technical documentation (such as drawings, plans, calculations, costings and references to DIN standards), other product descriptions or documents - including in electronic form - of which we reserve ownership and copyright.

(2) Ordering of goods by the Customer shall be deemed a binding contractual offer. Unless otherwise indicated in the order, we shall be entitled to accept the contractual offer within 2 weeks of receipt by us.

(3) Acceptance can take place either in writing (e.g. by an acknowledgment) or by delivery of the goods to the Customer.

(1) The delivery period is individually stipulated or indicated by us when accepting the order. If this is not the case, the delivery period is approximately one week from conclusion of contract. The prerequisite for this is that all necessary technical questions be clarified.

(2) If we are unable to meet firm delivery periods for reasons beyond our control (non-availability of performance), we will inform the Customer without delay, at the same time giving the expected new delivery period. If the performance is still not available within the new delivery period, we shall be entitled to withdraw wholly or partly from the contract; any consideration already paid by the Customer will be reimbursed without delay.A particular instance of non-availability of performance in this respect is late delivery to us by our suppliers, if we have concluded a congruent covering transaction.Our statutory rights of withdrawal and cancellation and the legal provisions concerning completion of the contract if the obligation to perform is excluded (e.g. impossibility or unreasonableness of performance and/or subsequent performance) shall be unaffected. The Customer's rights of withdrawal and cancellation in accordance with Section 8 of these Conditions shall likewise be unaffected.

(3) The occurrence of default in delivery shall be determined by the provisions of law. A reminder by the Customer shall be required in all cases, however. If we are in default of delivery, the Customer may demand lump-sum compensation for the loss he has thus suffered. The lump-sum compensation shall be 0.5% of the net price (delivery value) per complete calendar week's default, yet be subject to a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the Customer has suffered no loss at all or only a substantially smaller loss than the above lump sum.

(1) Delivery is ex warehouse, which is also the place of performance. The goods will be sent to a different destination at the Customer's request and expense (sale to destination according to buyer's instructions). Unless otherwise agreed, we are entitled to decide on the manner of shipping (in particular the carrier, routing and packaging).

(2) The risk of accidental loss and accidental deterioration of the goods passes to the Customer at delivery at the latest. However, in the case of sale to destination according to buyer's instructions, the risk of accidental loss and accidental deterioration of the goods and the risk of delay passes to the Customer at handover of the goods to the forwarder, carrier or other person or organisation carrying out the shipping. If acceptance has been agreed, then acceptance determines the passing of risk. The statutory provisions of the law on contracts for services shall apply analogously in other respects to an agreed acceptance. Default of acceptance by the Customer shall be equivalent to delivery or acceptance.

(3) If the Customer is in default of acceptance, culpably breaches other duties to cooperate or delays delivery for reasons for which the Customer is responsible, we shall be entitled to demand compensation for our loss thereby suffered, including any extra expenses (e.g. warehouse costs). In that case, we calculate a lump-sum compensation in the amount of 4% of the net price per calendar week, limited to the damage expected to result from the ordinary course of events, starting from the delivery deadline or - in absence of a delivery deadline - a notification regarding the readiness of shipment of the goods.Proof of greater damage and our legal claims (in particular the compensation of additional expenditures, appropriate reimbursement, termination) shall remain unaffected; the lump sum, however, is to be offset against further monetary claims. The Customer retains the right to prove that we did not suffer any damage, or that the damage amounts to considerably less that the foregoing lump sum.

(1) Unless otherwise agreed in a particular case, our prices current at the time of conclusion of contract shall be valid on the basis ex warehouse, exclusive of VAT at the rate in force.

(2) In the case of sale to destination according to buyer's instructions (Section 4 (1)), the Customer shall bear the cost of transport ex warehouse. Any customs duties, fees, taxes and other public charges are to the Customer's account. Transport packaging and all other packaging in accordance with the Packaging Ordinance is non-returnable and becomes the Customer's property, except for pallets.

(3) For new Customers, advance payment is required for the first two deliveries. From the third delivery onwards, the purchase price is due and payable within 10 days of the invoice date, unless otherwise agreed individually. In general, the invoice date is considered the start of the payment period.

(4) Upon expiry of the above deadline for payment, the Customer is in default. During the default period, interest at the statutory default interest rate at the time shall be due on the purchase price. We reserve the right to claim further damage caused by default. Our claim against merchants for commercial interest after due date (Section 353 of the German Commercial Code) shall not be affected.

(5) The Customer shall have rights of set-off or retention only if the claim is res judicata or undisputed. Section 7 (6) shall not be affected by defects in the delivery.

(6) If after conclusion of the contract it becomes apparent that our claim for payment of the purchase price is jeopardised by the Customer's inability to pay (e.g. due to an application for commencement of insolvency proceedings), we shall be entitled in accordance with the provisions of law to refuse to perform and - if necessary after fixing a time limit - to withdraw from the contract (Section 321 of the German Civil Code). In the case of contracts for the manufacture of specific items (made to specification), we can withdraw immediately; this shall not affect the legal provisions concerning the dispensability of fixing a time limit.

(7) Cash payments in excess of EUR 10,000 are excluded.

(1) We retain title to the goods sold until full payment of all our present and future claims arising from the contract of sale and current business relations (secured claims).

(2) Until the secured claims have been satisfied in full, the goods subject to retention of title shall not be pledged to a third party or assigned as security. The Customer shall notify us immediately in writing if and insofar as a third party executes attachment of our goods.

(3) In the event of contract-breaching behaviour by the Customer, in particular failure to pay the purchase price due, we shall be entitled according to the provisions of law to withdraw from the contract and to reclaim the goods on the basis of the retention of title and the withdrawal. If the Customer does not pay the purchase price due, we may assert these rights only if we have first set the Customer an appropriate time limit for payment without result, or if setting a time limit may be dispensed with according to the provisions of law.

(4) The Customer is authorised to resell and/or to process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall additionally apply.

a) Retention of title extends to the full value of the products created by processing, mixing or combining our goods, in which context we shall be deemed the manufacturer. If in the case of processing, mixing or combining with third party goods the latter's retention of title still applies, we shall acquire joint ownership in proportion to the invoice values of the processed, mixed or combined goods. In other respects the same rules shall apply to the product created as to the goods delivered subject to retention of title.

b) The Customer here and now assigns to us as security the claims against third parties arising from resale of the goods or product, in total or, if applicable, in the amount of our joint ownership share according to the previous clause. We accept assignment. The Customer's duties according to Section 2 shall also apply with regard to the claims assigned.

c) The Customer remains authorised to collect the claim with us. We undertake not to collect the claim as long as the Customer fulfils his payment obligations towards us, is not in default of payment, no application for commencement of insolvency proceedings is filed and his ability to pay is not otherwise impaired. However, if this is the case, we can demand that the Customer gives us details of the claims assigned and the debtors, supplies all the information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

(d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities at our option upon request from the Customer.

(1) Unless otherwise provided below, the Customer's rights in the event of defects of quality and legal imperfections in title (including wrong and short shipments and incorrect installation or defective installation instructions) shall be governed by the provisions of law. The period of limitation for warranty claims is 12 months, starting from the passing of risk. In as far as acceptance was agreed upon, the period of limitation starts from acceptance. In all cases, the period of limitation shall remain unaffected in the event of a recourse in delivery, in accordance with Sections 478 and 479 of the German Civil Code; it shall amount to 5 years starting from the delivery of the defective goods.

(2) The primary basis of our liability for defects shall be the agreement made concerning the quality of the goods. As the agreement concerning the quality of the goods shall be deemed all product descriptions (including those of the manufacturer) that were ceded to the customer prior to his order, or that were included in the contract as were these Conditions.

(3) In the absence of any quality agreement, the existence or non-existence of a defect shall be assessed according to the statutory provision (Section 434 (1) paragraphs 2 and 3 of the German Civil Code). We shall not be held liable, however, for any public statements by the manufacturer or other third parties (e.g. advertising messages).

(4) The Customer's warranty claims presuppose him to have fulfilled his statutory duties of examination and notification (Sections 377 and 381 of the German Commercial Code). Any defect discovered during examination or later shall be notified to us in writing without delay. Notification shall be deemed 'without delay' if given within two weeks, whereby the time shall be deemed observed if the notification is sent in time. Irrespective of the abovementioned duties of examination and notification, the Customer shall notify obvious defects (including wrong and short delivery) within two weeks from delivery; the time shall be deemed observed if the notification is sent in time. Notification must be given in writing. If the Customer fails to fulfil his statutory duty of examination and notification as stipulated above, our liability for defects not notified shall be excluded.

(5) If the item delivered is defective, the Customer may first of all choose whether to effect subsequent performance by eliminating the defect (repair) or by delivering a perfect item (replacement). If the Customer does not declare which of the two rights he chooses, we may set him an appropriate deadline. If the Customer does not reach a decision before expiration of the deadline, the right of choice is transferred to us once the deadline has expired.

(6) We are entitled to make due subsequent performance conditional upon the Customer's paying the purchase price due. The Customer shall, however, be entitled to withhold an appropriate part of the purchase price in proportion to the defect.

(7) The Customer shall allow us the necessary time and opportunity for due subsequent performance and shall, in particular, hand over the goods concerned for inspection or grant us access to said goods for purposes of inspection. In the case of replacement, the Customer shall return the defective item to us in accordance with the statutory provisions.

(8) The expenses necessary in connection with examination and subsequent performance, in particular as regards transport, travel, labour and materials, shall be to our account if a defect does indeed exist and in as far as no increase in defects resulted from the delivery of the purchased goods to a location other than the delivery address. If it turns out, however, that the Customer's request to have the defect corrected is unjustified, we reserve the right to demand reimbursement of the resulting expenses from the Customer.

(9) In urgent cases, e.g. if operating safety is jeopardised or to avert disproportionate damage, the Customer shall be entitled to remedy the defect himself and demand reimbursement by us of the objectively necessary expenses incurred. We shall be notified without delay, if possible beforehand, of any self-remedying of defects. The right of self-remedy shall not apply if we would have been entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.

(10) If subsequent performance is unsuccessful or a deadline to be set by the Customer for subsequent performance has elapsed without result or may be dispensed with according to the statutory provisions, the Customer may withdraw from the contract of sale or diminish the purchase price. No right of withdrawal applies in the case of a minor defect.

(11) We shall be entitled to recall goods or cancel delivery if this serves the purpose of examining rightfully suspected manufacturing defects, preventing defects, or actions of a similar nature. After receiving notification of the recall of goods delivered by us, irrespective of whom the notification was delivered to, the Customer is no longer entitled to use of the goods. Infringement shall release us from any liability whatsoever. The Customer's claims based on the recall action shall be subject to the terms of sale.

(12) The Customer shall be entitled to claim compensation or reimbursement of expenses incurred in vain only as provided in Section 8; otherwise such claims shall be excluded.

(1) Save as otherwise provided in these Conditions, including the provisions below, in case of breach of contractual and non-contractual duties we shall be liable in accordance with the relevant statutory provisions.

(2) We shall be liable to compensate, irrespective of the legal ground, in the event of intent and gross negligence. In the case of ordinary negligence we shall be liable only

a) for damage due to injury to life, limb or health;

b) for damage due to breach of an essential contractual duty (an obligation that has to be fulfilled to enable the contract to be duly performed and on the satisfaction of which the other party regularly relies and may rely); in this case our liability shall be limited to compensation for the foreseeable damage typically occurring. In particular, we shall not be liable for loss of profit, unforeseeable defects or losses resulting from defects.

c) In case of negligent breach of an essential contractual duty, our liability to pay compensation damage to property and/or injury to persons is further limited to the confirmation of coverage from our product liability insurance. We shall be willing to grant the Customer insight into the relevant insurance policy upon request.

(3) The limitations of liability according to Clause 2 shall not apply if we conceal a defect with intent to deceive or if we have warranted the quality of the goods. The same shall apply to the Customer's claims under the Product Liability Act.

(4) Liability for damages beyond what is provided for in Sections 7 and 8 is excluded, regardless of the asserted claim's legal nature. This applies in particular to claims for damages due to other breaches of obligations or due tortious claims to compensation of property damage in accordance with Section 823 of the German Civil Code.

(5) The limitation according to Section (4) also applies if the Customer demands reimbursement of useless expenditure instead of claiming compensation for damages in place of performance.

(6) To the extent that liability for damages is excluded or limited for us, this also applies in regard to the personal liability for damages of our employees, salaried workers, associates, representatives and vicarious agents.

(1) Section 438 (1) paragraph 3 of the German Civil Code notwithstanding, the general period of limitation for claims based on defects of quality and legal imperfections in title shall be one year from delivery. If acceptance has been agreed, the limitation period commences at acceptance.

(2) However, if the goods are a structure or an item which, in accordance with its customary manner of use, was utilised for a structure and caused a defect in the structure (building material), the statutory period of limitation is 5 years, starting from delivery (Section 438 (1) paragraph 2 of the German Civil Code). This does not affect special provisions regarding third-party material claims for surrender (Section 438 (1) paragraph 1 of the German Civil Code), wrongful intent by the seller (Section 438 (3) of the German Civil Code), and suppliers' recourse (Sections 478 and 479 of the German Civil Code; it amounts to 5 years, starting from the delivery of the defective goods).

(3) The foregoing periods of limitation according to the law on sales also applies to the Customer's contractual and non-contractual compensation claims based on a defect of the goods, unless application of the regular statutory period of limitation (Sections 195 and 199 of the German Civil Code) leads to a shorter limitation period in a particular case.

(4) As regards the period of limitation for all claims not subject to limitation on the grounds of a defect, a cut-off period of 18 months shall apply, starting from the moment when the damage is discovered and the party causing the damage is known.

(5) The limitation periods according to the Product Liability Act shall be unaffected in all cases.

(1) These Conditions and all legal relations between us and the Customer shall be governed by the law of the Federal Republic of Germany, excluding all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. Preconditions and effects of retention of title according to Section 6 shall, however, be subject to the law of the place where the item is located if the choice of law made in favour of German law is thus impermissible or ineffective.

(2) If the Customer is a merchant as defined by the German Commercial Code, a legal entity under public law or a public law special fund, the exclusive venue, including in international matters, for all disputes arising indirectly or directly from the contractual relationship shall be our registered office at D-61267 Neu-Anspach/Germany. We shall, however, also be entitled to sue at the Customer's place of general jurisdiction.

(3) With the agreement on and inclusion of these Conditions of Sale, all previous conditions, excluding agreed retentions of title, shall become invalid.

Updated January 2016