GT&C

General Terms and Conditions

1. Conclusion of contract
These conditions shall apply to all our deliveries to and services for companies for the purposes of § 14 BGB (German Civil Code). Offers are subject to change.
All agreements shall only become binding after our written order confirmation. The same shall also apply to orders received by our agents.

2. Prices
Our prices shall always be based on the current labour and material costs. In case of changes, we reserve the right to align the prices with the costs on the day of delivery. Fixed prices must be confirmed in writing and explicitly by us.

3. Payment
Our invoices shall be payable net within 30 days from date of invoice. If the invoice is settled within 10 days of date of invoice, we grant a discount of 2 %. All costs of payment transactions shall be borne by the customer. In case of default of payment within the stipulated time period, default interest on arrears of at least 4% above the respective base rate shall be due and payable.
Installation invoices shall be payable net immediately.
The customer shall only be able to offset against undisputed or legal recognised claims. They shall only be entitled to rights of retention if they are based on the same agreement.
The customer shall automatically be in default after the period of 30 days mentioned above. In case of default or dishonour of any due bill, we shall be entitled to withdraw our delivery and if necessary to enter the customer's premises in the process. Furthermore, we shall be entitled to prohibit the selling on, further processing and disposal of the delivered products/services. These measures shall not represent a cancellation of the contract and leave our claims for damages unaffected.

4. Deliveries
Our delivery commitment shall be subject to complete and correct supply to ourselves, unless the non-delivery or delay is our responsibility.
The delivery period shall begin with the sending of the order confirmation. It shall be extended by the period of time for which the customer does not fulfill his obligation towards us and, in case of industrial disputes, for the duration of the resulting disruption. The same shall apply to delivery dates accordingly.
The customer shall only be entitled to the right to withdraw if the adherence to the contract is unreasonable for him. Claims for damages due to delays shall be excluded, unless we have been acting with intent or gross negligence.

5. Reservation of title
All delivered goods shall remain our property (goods subject to reservation of title) until all accounts receivable are settled. The same shall also apply to accounts receivable arising and due in future. If the goods subject to reservation of title are worked or processed, we shall be regarded as the manufacturer for the purposes of § 950 BGB (German Civil Code), without this obligating us. The goods shall regarded as goods subject to reservation of title for the purposes of the above agreement. In the case of processing, combination and mixing of the goods subject to reservation of title with other goods by the customer, we shall be entitled to proportionate co-ownership of the new product, in proportion of the invoice value of the goods subject to reservation of title to the invoice value of the other used goods. If our title ceases due to combination or mixing, the customer shall transfer any titles in the new stock or product he is entitled to, to the extent of the invoice value of the goods subject to reservation of title, and hold them for us free of charge. These rights of co-ownership shall also be regarded as goods subject to reservation of title for the purposes of the above.
The customer shall not be entitled to other ways of disposal of the goods subject to reservation of title than a sale subject to his normal terms and conditions.
Claims of the customer arising from the resale of the goods subject to reservation of title shall already now be transferred to us. This shall serve as a security to the same extent as the goods subject to reservation of title. If the goods subject to reservation of title are sold by the customer together with other goods not sold by us, the claims arising from the resale shall be transferred to us, in proportion of the invoice value of the goods subject to reservation of title to the invoice value of the other goods.
The customer shall be obliged to inform us of any access of third parties to the goods subject to reservation of title and to make available to us any information and documents required to assert our claims.

6. Shipping
We shall determine dispatch routes and materials. With the handover of the goods to the haulage company or carrier, the latest however with the goods leaving the warehouse or delivering plant, the risk of all transactions shall be transferred to the customer. The same shall apply to freight paid deliveries and transport of goods to the site of installation.
We shall determine the type of packaging. The packaging shall be charged to the customer separately. Transport insurance for the account of the customer shall only be taken out if the customer demands it explicitly.

7. Construction documentation
All construction documents such as illustrations and drawings shall only be binding for us if they are not changed due to continuous improvement of installations. For this reason we reserve the right to make changes making the product cheaper or better. All documents regarding the products delivered by us, in particular drawings, shall be our property. The copyrights in the depicted objects shall be exclusively ours.

8. Installation
In case of doubt, the installation shall not be included in the order price. If delivered objects are installed by us, the customer must make available sufficient support staff and aids free of charge at the installation site. If the installation of certain objects requires the building contractor to provide conditions, such as earthwork or laying foundations, this must always be initiated by the customer on his own account. This shall apply also to cases where the installation is carried out by us or third parties. In particular, electrical connections must be made available by the customer.

9. Liability for defects
We shall exclusively be liable for the consequences of material defects and defects of title, if the following conditions are met:
- The customer must examine the delivered goods and labour immediately after delivery. Found defects must be reprehended immediately in writing, according to § 377 HGB (German Commercial Code).
- If the customer does not immediately give us opportunity to assure ourselves of the reported defect, any liability shall be inapplicable.
- We do not accept liability for delivered parts subject to early wear and tear due to specification or use or natural wear and tear or misuse. The same shall apply if goods delivered by us are affected by customer orders or conditions at the installation site not under our influence. Damage due to incorrect connection or operation shall also not be our responsibility.
- If we are delivering and shipping third party products, our liability shall be limited to the liability of the supplier towards us.
- If any defect is our responsibility and this defect has been reported within the time limit, we shall be obliged to carry out rectification. At our discretion we shall be entitled to replace the product. If either rectification or replacement fails, the customer shall be entitled to assert his legal claims for withdrawal or reduction.
Claims for damages shall be excluded, unless the damage has arisen from death and injury to body or health, resulting on the fact that we have breached our duties with intent or through negligence. Claims for other damages shall be excluded, unless we have breached our duties with intent or through negligence.
The rights of the customer due to our liability for defects shall become time-barred after a year, beginning with the day of delivery. If delivery is delayed without our fault, the claim shall become time-barred after 1 year from the readiness for shipment.

10. Final clauses
The place of performance for the mutual obligations shall be the place of our registered office. The place of jurisdiction according to § 38 ZPO (German Code of Civil Procedure) shall be the place of our registered office. We shall also be able to bring actions against the customer at his place of jurisdiction. All legal relations between us and our customer shall be subject to German law.