T&Cs

Conditions for Repairs

to machines and equipment for domestic transactions

For use towards:

a person who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity (entrepreneur/business);
legal entities under public law or a special fund under public law.

I. Conclusion of Contract, Duties to Inform, Safety Notices

If an uncontested written order confirmation exists, it is decisive for the content of the contract and the scope of the repair.
If the item to be repaired was not supplied by the contractor, the customer must point out any existing industrial property rights relating to the item; provided the contractor is not at fault, the customer indemnifies the contractor against any claims by third parties arising from industrial property rights.
The customer must inform the contractor in writing, in good time, of contamination, any health-hazardous residues in the items to be repaired, as well as transport risks and other repair-relevant measures to be taken.

II. Repair Not Feasible

The services rendered for issuing a cost estimate, as well as any further verifiable expenses incurred (time spent searching for the fault counted as working time), will be invoiced to the customer if the repair cannot be carried out for reasons not attributable to the contractor, in particular because
- the reported fault did not occur during inspection,
- replacement parts cannot be procured,
- the customer culpably missed the agreed appointment,
- the contract was terminated during performance.
The repair item only needs to be restored to its original condition, against reimbursement of the costs, at the customer’s express request, unless the work carried out was not necessary.
If a repair cannot be carried out, the contractor is not liable for damage to the repair item, breach of ancillary contractual duties, or damage that has not occurred to the repair item itself, regardless of the legal grounds on which the customer relies.

The liability provisions of Section XI.3 of these conditions apply accordingly.

III. Cost Information, Cost Estimate

Insofar as possible, the customer is informed of the anticipated repair price at the conclusion of the contract; otherwise the customer may set cost limits. If the repair cannot be carried out within these costs, or if the contractor considers the execution of additional work necessary during the repair, the customer’s consent must be obtained if the stated costs are exceeded by more than 15%.
If a cost estimate with binding price terms is desired before the repair is carried out, the customer must expressly request this. Such a cost estimate is — unless otherwise agreed — only binding if given in writing. It is to be remunerated. The services rendered for issuing the cost estimate will not be charged to the customer insofar as they can be used in carrying out the repair.

IV. Price and Payment

The contractor is entitled to demand a reasonable advance payment upon conclusion of the contract.
When calculating the repair, the prices for parts, materials and special services used, as well as the prices for labor, travel and transport costs, are each to be shown separately. If the repair is carried out on the basis of a binding cost estimate, reference to the cost estimate suffices, with only deviations in the scope of services to be specifically listed.
Value-added tax is charged in addition, at the applicable statutory rate, at the customer’s expense.
Any correction of the invoice by the contractor and any objection by the customer must be made in writing no later than four weeks after receipt of the invoice.
Payment is due upon acceptance and handover or dispatch of the invoice, without discount.
Withholding payments due to counterclaims of the customer disputed by the contractor is not permitted.
Setting off against counterclaims of the customer disputed by the contractor arising from other legal relationships is not permitted.

V. Customer’s Cooperation and Technical Assistance for Repairs Outside the Contractor’s Works

The customer must support the repair personnel in carrying out the repair at its own expense.
The customer must take the special measures necessary to protect persons and property at the repair site. The customer must also inform the repair supervisor of any special safety regulations in force, insofar as they are relevant to the repair personnel. The customer notifies the contractor of any violations of such safety regulations by the repair personnel. In the case of serious violations, the customer may, in consultation with the repair supervisor, deny the offending person access to the repair site.
The customer is obliged, at its own expense, to provide technical assistance, in particular:

a. Auxiliary Personnel

Provision of the necessary suitable auxiliary personnel in the number and for the time required for the repair; the auxiliary personnel must follow the instructions of the repair supervisor. The contractor assumes no liability for the auxiliary personnel. If a defect or damage arises through the auxiliary personnel as a result of instructions from the repair supervisor, the provisions of Sections X and XI of these conditions apply accordingly.

b. Construction, Foundation and Scaffolding Work

Carrying out all construction, foundation and scaffolding work, including procurement of the necessary building materials.

c. Devices and Tools

Provision of the necessary devices and heavy tools as well as the necessary consumables and materials.

d. Heating, Lighting, Power, Water

Provision of heating, lighting, operating power and water, including the necessary connections.

e. Rooms for Tool Storage

Provision of necessary, dry and lockable rooms for storing the tools of the repair personnel.

f. Protection of the Repair Site

Protection of the repair site and materials from harmful influences of any kind, cleaning of the repair site.

g. Accommodation and Work Rooms

Provision of suitable, theft-proof accommodation and work rooms (with heating, lighting, washing facilities, sanitary facilities) and first aid for the repair personnel.

h. Materials and Testing

Provision of the materials and performance of all other actions necessary for the adjustment of the repair item and for carrying out any contractually provided testing.

The customer’s technical assistance must ensure that the repair can begin without delay after the arrival of the repair personnel and be carried out without delay until acceptance by the customer. Insofar as special plans or instructions from the contractor are required, the contractor will make them available to the customer in good time.
If the customer fails to fulfill its obligations, the contractor is entitled, after setting a deadline, but not obliged, to carry out the actions incumbent upon the customer in the customer’s place and at the customer’s expense. In all other respects, the statutory rights and claims of the contractor remain unaffected.

VI. Transport and Insurance for Repairs at the Contractor’s Works

Unless otherwise agreed in writing, transport of the repair item to and from the contractor at the customer’s request — including any packaging and loading — is carried out at the customer’s expense; otherwise the repair item is delivered by the customer at its own expense to the contractor and collected again by the customer from the contractor after the repair has been carried out.
The customer bears the transport risk.
At the customer’s request, the outbound and, if applicable, the return transport will be insured at the customer’s expense against insurable transport risks, e.g. theft, breakage, fire.
No insurance cover exists during the repair period at the contractor’s works. The customer must ensure the continuation of existing insurance cover for the repair item, e.g. with regard to fire, water pipe, storm and machinery breakdown insurance. Insurance cover for these risks can only be arranged at the customer’s express request and expense.
In the event of the customer’s default in taking delivery, the contractor may charge storage fees for storage at its works. The repair item may also be stored elsewhere at the contractor’s discretion. The costs and risk of storage are borne by the customer.

VII. Repair Deadline, Repair Delay

Statements regarding repair deadlines are based on estimates and are therefore not binding.
The customer may only demand agreement of a binding repair deadline, which must be designated as binding, once the scope of the work has been precisely determined.
The binding repair deadline is met if, by its expiry, the repair item is ready for collection by the customer, or, in the case of contractually provided testing, ready for such testing.
In the case of subsequently placed additional or extension orders, or necessary additional repair work, the agreed repair deadline is extended accordingly.
If the repair is delayed by measures in connection with labor disputes, in particular strikes and lockouts, or by the occurrence of circumstances for which the contractor is not responsible, the repair deadline is extended appropriately, provided such obstacles demonstrably have a significant effect on completion of the repair.
If the customer incurs damage as a result of the contractor’s default, the customer is entitled to demand lump-sum compensation for delay. It amounts to 0.5% for each full week of delay, but no more than 5% in total, of the repair price for that part of the item to be repaired by the contractor which, as a result of the delay, cannot be used in time.

If the customer, after the due date and taking into account the statutory exceptions, sets the contractor a reasonable deadline for performance and that deadline is not met, the customer is entitled to withdraw from the contract within the framework of the statutory provisions. The customer undertakes, upon the contractor’s request, to declare within a reasonable period whether it will exercise its right of withdrawal.

Further claims due to delay are determined exclusively in accordance with Section XI.3 of these conditions.

VIII. Acceptance

The customer is obliged to accept the repair work as soon as its completion has been notified and any contractually provided testing of the repair item has taken place. If the repair proves not to be in conformity with the contract, the contractor is obliged to remedy the defect. This does not apply if the defect is immaterial to the customer’s interests or is based on a circumstance attributable to the customer. If there is only a non-material defect, the customer may not refuse acceptance.
If acceptance is delayed through no fault of the contractor, acceptance is deemed to have taken place after two weeks from notification of completion of the repair.
Upon acceptance, the contractor’s liability for recognizable defects lapses, insofar as the customer has not reserved the right to assert a specific defect.

IX. Retention of Title, Extended Lien

The contractor reserves title to all accessory parts, replacement parts and exchange units used until receipt of all payments arising from the repair contract. Further security arrangements may be agreed.
The contractor has a lien on the customer’s repair item that has come into its possession under the contract, for its claim arising from the repair contract. The lien may also be asserted for claims arising from previously performed work, replacement part deliveries and other services, insofar as they are connected with the repair item. For other claims arising from the business relationship, the lien applies only insofar as they are undisputed or finally and legally established.

X. Defect Claims

After acceptance of the repair, the contractor is liable for defects in the repair, to the exclusion of all other claims by the customer, without prejudice to Nos. 5 and 6 and Section XI of these conditions, in such a way that it must remedy the defects. The customer must notify the contractor in writing without delay of any defect found.
The contractor’s liability does not exist if the defect is immaterial to the customer’s interests or is based on a circumstance attributable to the customer. This applies in particular to parts supplied by the customer.
The contractor’s liability for the resulting consequences is excluded in the case of improper modifications or repair work carried out by the customer or third parties without the contractor’s prior consent. Only in urgent cases endangering operational safety and to avert disproportionately large damage, with the contractor to be notified immediately, or if the contractor — taking into account the statutory exceptions — allows a reasonable deadline set for remedying the defect to expire without result, does the customer have the right, within the framework of the statutory provisions, to remedy the defect itself or through third parties and to demand reimbursement of the necessary costs from the contractor.
In the case of a justified complaint, the contractor bears the costs necessary for remedying the defect, provided this does not place a disproportionate burden on the contractor.
If the contractor — taking into account the statutory exceptions — allows a reasonable deadline set for it for remedying the defect to expire without result, the customer has, within the framework of the statutory provisions, a right of price reduction. Only if the repair, despite the reduction, is demonstrably of no interest to the customer, may the customer withdraw from the contract.
Further claims are determined exclusively in accordance with Section XI.3 of these conditions.

XI. Contractor’s Liability, Exclusion of Liability

If parts of the repair item are damaged through the contractor’s fault, the contractor must, at its discretion and expense, repair them, supply new parts, or provide replacement. The costs to be incurred for this are, in the case of slight negligence, limited in amount to the contractual repair price. In addition, liability for damage to the repair item is governed accordingly by Section XI.3 of these conditions.
If the repair item cannot be used as intended by the customer as a result of culpably omitted or faulty proposals or advice by the contractor made before or after conclusion of the contract, or through culpable breach of other ancillary contractual obligations — in particular instructions for operation and maintenance of the repair item — the provisions of Sections X and XI.1 and 3 of these conditions apply, to the exclusion of further claims by the customer.
For damages that have not occurred to the repair item itself, the contractor is liable — regardless of the legal grounds — only:

a. Intent and Gross Negligence

In the case of intent and gross negligence.

b. Injury to Life, Body, Health

In the case of culpable injury to life, body or health.

c. Fraudulently Concealed Defects

In the case of defects that it has fraudulently concealed.

d. Guarantee

Within the scope of a guarantee given.

e. Product Liability Act

Insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

In the case of culpable breach of material contractual obligations, the contractor is also liable in the case of simple negligence, though limited to the foreseeable damage typical for this type of contract.

Further claims are excluded.

XII. Limitation Period

All claims of the customer — regardless of the legal grounds — become time-barred after 12 months. For claims for damages under Section XI.3 a–c and e of these conditions, the statutory time limits apply. If the contractor performs repair work on a structure and thereby causes its defectiveness, the statutory time limits also apply.

XIII. Customer’s Compensation Obligation

If, in the case of repair work outside the contractor’s works, through no fault of the contractor, the devices or tools provided by it are damaged or lost at the repair site, the customer is obliged to compensate for this damage. Damage attributable to normal wear and tear is disregarded.

XIV. Applicable Law, Place of Jurisdiction

The law of the Federal Republic of Germany applicable to legal relationships between domestic parties applies exclusively to all legal relationships between the contractor and the customer.
Place of jurisdiction is the court responsible for the contractor’s registered office. However, the contractor is also entitled to bring an action at the customer’s principal place of business.

Conditions for Assembly Work Domestically

For use towards:

a person who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity (entrepreneur/business);
legal entities under public law or a special fund under public law.

I. Scope of Application

These assembly conditions apply to assembly work undertaken by a mechanical engineering company (assembly contractor), insofar as no deviating agreements have been made in an individual case.

II. Assembly Price

Assembly is invoiced in accordance with the appendix on a time-and-materials basis, unless a lump-sum price has been expressly agreed.
The agreed amounts are exclusive of value-added tax, which is to be paid to the assembly contractor in addition at the statutory rate.

III. Customer’s Cooperation

The customer must support the assembly personnel in carrying out the assembly at its own expense.
The customer must take the special measures necessary to protect persons and property at the assembly site. The customer must also inform the assembly supervisor of any special safety regulations in force, insofar as they are relevant to the assembly personnel. The customer notifies the assembly contractor of any violations of such safety regulations by the assembly personnel. In the case of serious violations, the customer may, in consultation with the assembly supervisor, deny the offending person access to the assembly site.

IV. Customer’s Technical Assistance

The customer is obliged, at its own expense, to provide technical assistance, in particular:

a. Auxiliary Personnel

Provision of the necessary suitable auxiliary personnel (bricklayers, carpenters, locksmiths and other skilled workers, laborers) in the number and for the time required for the assembly; the auxiliary personnel must follow the instructions of the assembly supervisor. The assembly contractor assumes no liability for the auxiliary personnel. If a defect or damage arises through the auxiliary personnel as a result of instructions from the assembly supervisor, Sections VII and VIII apply.

b. Earthworks, Construction, Foundation and Scaffolding Work

Carrying out all earthworks, construction, foundation and scaffolding work, including procurement of the necessary building materials.

c. Devices and Tools

Provision of the necessary devices and heavy tools (e.g. hoists, compressors) as well as the necessary consumables and materials (e.g. scaffolding timber, wedges, shims, cement, plastering and sealing materials, lubricants, fuels, hauling ropes and belts).

d. Heating, Lighting, Power, Water

Provision of heating, lighting, operating power and water, including the necessary connections.

e. Rooms for Tool Storage

Provision of necessary, dry and lockable rooms for storing the tools of the assembly personnel.

f. Transport and Protection of the Assembly Site

Transport of the assembly parts at the assembly site, protection of the assembly site and materials from harmful influences of any kind, cleaning of the assembly site.

g. Accommodation and Work Rooms

Provision of suitable, theft-proof accommodation and work rooms (with heating, lighting, washing facilities, sanitary facilities) and first aid for the assembly personnel.

h. Materials and Testing

Provision of the materials and performance of all other actions necessary for the adjustment of the item to be assembled and for carrying out any contractually provided testing.

The customer’s technical assistance must ensure that assembly can begin without delay after the arrival of the assembly personnel and be carried out without delay until acceptance by the customer. Insofar as special plans or instructions from the assembly contractor are required, the assembly contractor will make them available to the customer in good time.
If the customer fails to fulfill its obligations, the assembly contractor is entitled, after setting a deadline, but not obliged, to carry out the actions incumbent upon the customer in the customer’s place and at the customer’s expense. In all other respects, the statutory rights and claims of the assembly contractor remain unaffected.

V. Assembly Deadline, Assembly Delay

The assembly deadline is met if, by its expiry, the assembly is ready for acceptance by the customer, or, in the case of contractually provided testing, ready for such testing.
If assembly is delayed by measures in connection with labor disputes, in particular strikes and lockouts, or by the occurrence of circumstances for which the assembly contractor is not responsible, the assembly deadline is extended appropriately, provided such obstacles demonstrably have a significant effect on completion of the assembly.
If the customer incurs damage as a result of the assembly contractor’s default, the customer is entitled to demand lump-sum compensation for delay. It amounts to 0.5% for each full week of delay, but no more than 5% in total, of the assembly price for that part of the installation to be assembled by the assembly contractor which, as a result of the delay, cannot be used in time.

If the customer, after the due date and taking into account the statutory exceptions, sets the assembly contractor a reasonable deadline for performance and that deadline is not met, the customer is entitled to withdraw from the contract within the framework of the statutory provisions. The customer undertakes, upon the assembly contractor’s request, to declare within a reasonable period whether it will exercise its right of withdrawal.

Further claims due to delay are determined exclusively in accordance with Section VIII.3 of these conditions.

VI. Acceptance

The customer is obliged to accept the assembly as soon as its completion has been notified and any contractually provided testing of the assembled item has taken place. If the assembly proves not to be in conformity with the contract, the assembly contractor is obliged to remedy the defect. This does not apply if the defect is immaterial to the customer’s interests or is based on a circumstance attributable to the customer. If there is only a non-material defect, the customer may not refuse acceptance.
If acceptance is delayed through no fault of the assembly contractor, acceptance is deemed to have taken place after two weeks from notification of completion of the assembly.
Upon acceptance, the assembly contractor’s liability for recognizable defects lapses, insofar as the customer has not reserved the right to assert a specific defect.

VII. Defect Claims

After acceptance of the assembly, the assembly contractor is liable for defects in the assembly, to the exclusion of all other claims by the customer, without prejudice to Nos. 5 and 6 and Section VIII, in such a way that it must remedy the defects. The customer must notify the assembly contractor in writing without delay of any defect found.
The assembly contractor’s liability does not exist if the defect is immaterial to the customer’s interests or is based on a circumstance attributable to the customer.
The assembly contractor’s liability for the resulting consequences is excluded in the case of improper modifications or repair work carried out by the customer or third parties without the assembly contractor’s prior consent. Only in urgent cases endangering operational safety and to avert disproportionately large damage, with the assembly contractor to be notified immediately, or if the assembly contractor — taking into account the statutory exceptions — allows a reasonable deadline set for remedying the defect to expire without result, does the customer have the right, within the framework of the statutory provisions, to remedy the defect itself or through third parties and to demand reimbursement of the necessary costs from the assembly contractor.
In the case of a justified complaint, the assembly contractor bears the costs necessary for remedying the defect, provided this does not place a disproportionate burden on the assembly contractor.
If the assembly contractor — taking into account the statutory exceptions — allows a reasonable deadline set for it for remedying the defect to expire without result, the customer has, within the framework of the statutory provisions, a right of price reduction. Only if the assembly, despite the reduction, is demonstrably of no interest to the customer, may the customer withdraw from the contract.
Further claims are determined exclusively in accordance with Section VIII.3 of these conditions.

VIII. Assembly Contractor’s Liability, Exclusion of Liability

If an assembly part supplied by the assembly contractor is damaged during assembly through the assembly contractor’s fault, the assembly contractor must, at its discretion and expense, either repair it or supply a replacement.
If the assembled item cannot be used as intended by the customer as a result of culpably omitted or faulty proposals or advice by the assembly contractor made before or after conclusion of the contract, or through culpable breach of other ancillary contractual obligations — in particular instructions for operation and maintenance of the assembled item — the provisions of Sections VII and VIII.1 and 3 apply, to the exclusion of further claims by the customer.
For damages that have not occurred to the assembled item itself, the assembly contractor is liable — regardless of the legal grounds — only:

a. Intent and Gross Negligence

In the case of intent and gross negligence.

b. Injury to Life, Body, Health

In the case of culpable injury to life, body or health.

c. Fraudulently Concealed Defects

In the case of defects that it has fraudulently concealed.

d. Guarantee

Within the scope of a guarantee given.

e. Product Liability Act

Insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

In the case of culpable breach of material contractual obligations, the assembly contractor is also liable in the case of simple negligence, though limited to the foreseeable damage typical for this type of contract.

Further claims are excluded.

IX. Limitation Period

All claims of the customer — regardless of the legal grounds — become time-barred after 12 months. For claims for damages under Section VIII.3 a–c and e, the statutory time limits apply. If the assembly contractor performs assembly work on a structure and thereby causes its defectiveness, the statutory time limits also apply.

X. Customer’s Compensation Obligation

If, through no fault of the assembly contractor, the devices or tools provided by it are damaged or lost at the assembly site, the customer is obliged to compensate for this damage. Damage attributable to normal wear and tear is disregarded.

XI. Applicable Law, Place of Jurisdiction

The law of the Federal Republic of Germany applicable to legal relationships between domestic parties applies exclusively to all legal relationships between the assembly contractor and the customer.
Place of jurisdiction is the court responsible for the assembly contractor’s registered office. However, the assembly contractor is also entitled to bring an action at the customer’s principal place of business.

Conditions for the Delivery of Machinery for Domestic Transactions

For use towards:

a person who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity (entrepreneur/business);
legal entities under public law or a special fund under public law.

I. General

All deliveries and services are governed by these conditions as well as any separate contractual agreements. Deviating purchasing conditions of the customer do not become part of the contract, even by acceptance of the order.

A contract is concluded — absent a special agreement — upon the supplier’s written order confirmation.

The supplier reserves ownership and copyright rights in samples, cost estimates, drawings and similar information of a tangible and intangible nature — including in electronic form; these may not be made accessible to third parties. The supplier undertakes to make information and documents designated by the customer as confidential accessible to third parties only with the customer’s consent.

II. Price and Payment

Absent a special agreement, prices are ex works including loading at the works, but excluding packaging and unloading. Value-added tax at the applicable statutory rate is added to the prices.
Absent a special agreement, payment is to be made without any deduction to the supplier’s account, namely: 1/3 down payment upon receipt of the order confirmation, 1/3 as soon as the customer is notified that the main parts are ready for dispatch, the remaining amount within one month after passage of risk.
The customer is only entitled to withhold payments to the extent that its counterclaims are undisputed or have been finally and legally established.
The customer’s right to set off counterclaims arising from other legal relationships only exists to the extent that such counterclaims are undisputed or have been finally and legally established.

III. Delivery Time, Delivery Delay

The delivery time results from the agreements between the contracting parties. Compliance by the supplier requires that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all obligations incumbent upon it, such as providing the necessary official certificates or permits or making a down payment. If this is not the case, the delivery time is extended appropriately. This does not apply if the supplier is responsible for the delay.
Compliance with the delivery time is subject to correct and timely self-supply. The supplier will notify the customer as soon as possible of any emerging delays.
The delivery time is met if the delivery item has left the supplier’s works by its expiry, or readiness for dispatch has been reported. Insofar as acceptance is to take place, the acceptance date is decisive — except in the case of justified refusal of acceptance — or alternatively the notification of readiness for acceptance.
If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the costs arising from the delay will be charged to the customer, beginning one month after notification of readiness for dispatch or acceptance.
If failure to meet the delivery time is due to force majeure, labor disputes, or other events outside the supplier’s sphere of influence, the delivery time is extended appropriately. The supplier will inform the customer of the beginning and end of such circumstances as soon as possible.
The customer may withdraw from the contract without setting a deadline if the entire performance becomes permanently impossible for the supplier before the passage of risk. The customer may also withdraw from the contract if, in the case of an order, performance of part of the delivery becomes impossible and the customer has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer must pay the contract price attributable to the partial delivery. The same applies in the event of the supplier’s inability to perform. Otherwise, Section VII.2 applies.

If the impossibility or inability to perform occurs during the customer’s default of acceptance, or if the customer is solely or predominantly responsible for these circumstances, the customer remains obligated to render consideration.

If the supplier is in default and the customer thereby incurs damage, the customer is entitled to demand lump-sum compensation for delay. It amounts to 0.5% for each full week of delay, but no more than 5% in total, of the value of that part of the total delivery which, as a result of the delay, cannot be used in time or as contractually intended.

If the customer, after the due date and taking into account the statutory exceptions, sets the supplier a reasonable deadline for performance and that deadline is not met, the customer is entitled to withdraw from the contract within the framework of the statutory provisions. The customer undertakes, upon the supplier’s request, to declare within a reasonable period whether it will exercise its right of withdrawal.

Further claims arising from delivery delay are determined exclusively in accordance with Section VII.2 of these conditions.

IV. Passage of Risk, Acceptance

Risk passes to the customer when the delivery item has left the works, even if partial deliveries are made or the supplier has also assumed other services, e.g. shipping costs or delivery and installation. Insofar as acceptance is to take place, this is decisive for the passage of risk. It must be carried out without delay on the acceptance date, or alternatively after the supplier’s notification of readiness for acceptance. The customer may not refuse acceptance if there is a non-material defect.
If dispatch or acceptance is delayed or does not take place due to circumstances not attributable to the supplier, risk passes to the customer from the day of notification of readiness for dispatch or acceptance. The supplier undertakes to take out, at the customer’s expense, such insurance as the customer requests.
Partial deliveries are permissible insofar as reasonable for the customer.

V. Retention of Title

The supplier reserves title to the delivery item until receipt of all payments — including for any additionally owed ancillary services — arising from the delivery contract.
The supplier is entitled, at the customer’s expense, to insure the delivery item against theft, breakage, fire, water and other damage, unless the customer has demonstrably taken out such insurance itself.
The customer may neither sell, pledge, nor assign the delivery item as security. In the event of seizure, confiscation or other actions by third parties, the customer must notify the supplier without delay.
In the event of conduct by the customer in breach of contract, in particular default of payment, the supplier is entitled to reclaim the delivery item after a reminder, and the customer is obliged to surrender it.
By virtue of the retention of title, the supplier may only demand return of the delivery item if it has withdrawn from the contract.

VI. Defect Claims

For material and legal defects in the delivery, the supplier is liable — to the exclusion of further claims — subject to Section VII, as follows:

Material Defects

Insofar as the parties have agreed on a specific quality of the purchased item, objective requirements for the purchased item do not apply in that respect.

All those parts that prove to be defective as a result of a circumstance existing before the passage of risk shall, at the supplier’s discretion, be repaired or replaced free of defects. Notice of any such defects found must be given to the supplier in writing without delay. Replaced parts become the property of the supplier.
The customer must, after consultation with the supplier, give the supplier the time and opportunity required to carry out all repairs and replacement deliveries deemed necessary by the supplier; otherwise, the supplier is released from liability for the resulting consequences.

Only in urgent cases endangering operational safety or to avert disproportionately large damage, with the supplier to be notified immediately, does the customer have the right to remedy the defect itself or through third parties and to demand reimbursement of the necessary expenses from the supplier.

Insofar as the complaint proves justified, the supplier bears the expenses necessary for subsequent performance, provided this does not place a disproportionate burden on the supplier. Insofar as expenses increase because the customer has moved the purchased item to a location other than the place of performance after delivery, the resulting additional costs are to be borne by the customer. In the case of the sale of a newly manufactured item, the supplier also reimburses, within the scope of its statutory obligation, the expenses incurred by the customer within the framework of recourse claims in the supply chain.
Within the framework of the statutory provisions, the customer has a right to withdraw from the contract if the supplier — taking into account the statutory exceptions — allows a reasonable deadline set for it for repair or replacement delivery in respect of a material defect to expire without result. If only an insignificant defect exists, the customer is only entitled to a reduction of the contract price. The right to reduce the contract price is otherwise excluded.
Further claims are determined exclusively in accordance with Section VII.2 of these conditions.
No liability is assumed in particular in the following cases: unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences — insofar as the supplier is not responsible for them.
If the customer or a third party carries out repairs improperly, the supplier is not liable for the resulting consequences. The same applies to modifications to the delivery item made without the supplier’s prior consent.

Legal Defects

If use of the delivery item leads to infringement of industrial property rights or copyrights domestically, the supplier will, at its own expense, generally either procure for the customer the right to continued use, or modify the delivery item in a manner reasonable for the customer such that the infringement no longer exists.

If this is not possible on economically reasonable terms or within a reasonable period, the customer is entitled to withdraw from the contract. Under the aforementioned conditions, the supplier is also entitled to a right of withdrawal from the contract.

In addition, the supplier will indemnify the customer against undisputed or finally and legally established claims of the relevant holders of the property rights concerned.

The obligations of the supplier set out in Section VI.8 are, subject to Section VII.2, conclusive in the event of infringement of a property right or copyright.

They exist only if

the customer notifies the supplier without delay of asserted infringements of property rights or copyrights,
the customer supports the supplier to a reasonable extent in defending against the asserted claims, or enables the supplier to carry out the modification measures pursuant to Section VI.8,
the supplier retains the right to take all defensive measures, including out-of-court settlements,
the legal defect is not based on an instruction from the customer, and
the infringement was not caused by the customer having modified the delivery item on its own authority or used it in a manner not in accordance with the contract.

VII. Supplier’s Liability, Exclusion of Liability

If the delivery item cannot be used as intended by the customer as a result of culpably omitted or faulty proposals or advice by the supplier made before or after conclusion of the contract, or through culpable breach of other ancillary contractual obligations — in particular instructions for operation and maintenance of the delivery item — the provisions of Sections VI and VII.2 apply, to the exclusion of further claims by the customer.
For damages that have not occurred to the delivery item itself, the supplier is liable — regardless of the legal grounds — only:

a. Intent and Gross Negligence

In the case of intent and gross negligence.

b. Injury to Life, Body, Health

In the case of culpable injury to life, body or health.

c. Fraudulently Concealed Defects

In the case of defects that it has fraudulently concealed.

d. Guarantee

Within the scope of a guarantee given.

e. Product Liability Act

For defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

In the case of culpable breach of material contractual obligations, the supplier is also liable in the case of simple negligence, though limited to the foreseeable damage typical for this type of contract.

Further claims are excluded.

VIII. Limitation Period

All claims of the customer — regardless of the legal grounds — become time-barred after 12 months; this also applies to the limitation period for recourse claims in the supply chain pursuant to Section 445b(1) of the German Civil Code (BGB). The suspension of expiry under Section 445b(2) BGB remains unaffected; it ends at the latest five years after the point in time at which the supplier delivered the item to the customer. These provisions on the limitation period for recourse claims and the suspension of expiry do not apply if the final contract in this supply chain is a consumer goods purchase. For claims for damages under Section VII.2 a–c and e, the statutory time limits apply. They also apply to defects in a structure, or to delivery items that were used in accordance with their customary use for a structure and caused its defectiveness.

IX. Software Use

Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive right to use the software supplied, including its documentation. It is provided for use on the delivery item for which it is intended. Use of the software on more than one system is prohibited.

The customer may only reproduce, revise, translate, or convert the software from object code into source code to the extent permitted by law (Sections 69a et seq. of the German Copyright Act). The customer undertakes not to remove or alter manufacturer information — in particular copyright notices — without the supplier’s prior express consent.

All other rights to the software and the documentation, including copies, remain with the supplier or the software supplier. Sublicensing is not permitted.

X. Applicable Law, Place of Jurisdiction

The law of the Federal Republic of Germany applicable to legal relationships between domestic parties applies exclusively to all legal relationships between the supplier and the customer.
Place of jurisdiction is the court responsible for the supplier’s registered office. However, the supplier is also entitled to bring an action at the customer’s principal place of business.

Conditions for the Delivery of Machinery for Domestic Transactions

For use towards:

a person who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity (entrepreneur/business);
legal entities under public law or a special fund under public law.

I. General

All deliveries and services are governed by these conditions as well as any separate contractual agreements. Deviating purchasing conditions of the customer do not become part of the contract, even by acceptance of the order.

A contract is concluded — absent a special agreement — upon the supplier’s written order confirmation.

The supplier reserves ownership and copyright rights in samples, cost estimates, drawings and similar information of a tangible and intangible nature — including in electronic form; these may not be made accessible to third parties. The supplier undertakes to make information and documents designated by the customer as confidential accessible to third parties only with the customer’s consent.

II. Price and Payment

Absent a special agreement, prices are ex works including loading at the works, but excluding packaging and unloading. Value-added tax at the applicable statutory rate is added to the prices.
Absent a special agreement, payment is to be made without any deduction to the supplier’s account, namely: 1/3 down payment upon receipt of the order confirmation, 1/3 as soon as the customer is notified that the main parts are ready for dispatch, the remaining amount within one month after passage of risk.
The customer is only entitled to withhold payments to the extent that its counterclaims are undisputed or have been finally and legally established.
The customer’s right to set off counterclaims arising from other legal relationships only exists to the extent that such counterclaims are undisputed or have been finally and legally established.

III. Delivery Time, Delivery Delay

The delivery time results from the agreements between the contracting parties. Compliance by the supplier requires that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all obligations incumbent upon it, such as providing the necessary official certificates or permits or making a down payment. If this is not the case, the delivery time is extended appropriately. This does not apply if the supplier is responsible for the delay.
Compliance with the delivery time is subject to correct and timely self-supply. The supplier will notify the customer as soon as possible of any emerging delays.
The delivery time is met if the delivery item has left the supplier’s works by its expiry, or readiness for dispatch has been reported. Insofar as acceptance is to take place, the acceptance date is decisive — except in the case of justified refusal of acceptance — or alternatively the notification of readiness for acceptance.
If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the costs arising from the delay will be charged to the customer, beginning one month after notification of readiness for dispatch or acceptance.
If failure to meet the delivery time is due to force majeure, labor disputes, or other events outside the supplier’s sphere of influence, the delivery time is extended appropriately. The supplier will inform the customer of the beginning and end of such circumstances as soon as possible.
The customer may withdraw from the contract without setting a deadline if the entire performance becomes permanently impossible for the supplier before the passage of risk. The customer may also withdraw from the contract if, in the case of an order, performance of part of the delivery becomes impossible and the customer has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer must pay the contract price attributable to the partial delivery. The same applies in the event of the supplier’s inability to perform. Otherwise, Section VII.2 applies.

If the supplier is in default and the customer thereby incurs damage, the customer is entitled to demand lump-sum compensation for delay. It amounts to 0.5% for each full week of delay, but no more than 5% in total, of the value of that part of the total delivery which, as a result of the delay, cannot be used in time or as contractually intended.

Further claims arising from delivery delay are determined exclusively in accordance with Section VII.2 of these conditions.

IV. Passage of Risk, Acceptance

Risk passes to the customer when the delivery item has left the works, even if partial deliveries are made or the supplier has also assumed other services, e.g. shipping costs or delivery and installation. Insofar as acceptance is to take place, this is decisive for the passage of risk. It must be carried out without delay on the acceptance date, or alternatively after the supplier’s notification of readiness for acceptance. The customer may not refuse acceptance if there is a non-material defect.
If dispatch or acceptance is delayed or does not take place due to circumstances not attributable to the supplier, risk passes to the customer from the day of notification of readiness for dispatch or acceptance. The supplier undertakes to take out, at the customer’s expense, such insurance as the customer requests.
Partial deliveries are permissible insofar as reasonable for the customer.

V. Retention of Title

The supplier reserves title to the delivery item until receipt of all payments — including for any additionally owed ancillary services — arising from the delivery contract.
The supplier is entitled, at the customer’s expense, to insure the delivery item against theft, breakage, fire, water and other damage, unless the customer has demonstrably taken out such insurance itself.
The customer may neither sell, pledge, nor assign the delivery item as security. In the event of seizure, confiscation or other actions by third parties, the customer must notify the supplier without delay.
In the event of conduct by the customer in breach of contract, in particular default of payment, the supplier is entitled to reclaim the delivery item after a reminder, and the customer is obliged to surrender it.
By virtue of the retention of title, the supplier may only demand return of the delivery item if it has withdrawn from the contract.

VI. Defect Claims

For material and legal defects in the delivery, the supplier is liable — to the exclusion of further claims — subject to Section VII, as follows:

Material Defects

Insofar as the parties have agreed on a specific quality of the purchased item, objective requirements for the purchased item do not apply in that respect.

All those parts that prove to be defective as a result of a circumstance existing before the passage of risk shall, at the supplier’s discretion, be repaired or replaced free of defects. Notice of any such defects found must be given to the supplier in writing without delay. Replaced parts become the property of the supplier.
The customer must, after consultation with the supplier, give the supplier the time and opportunity required to carry out all repairs and replacement deliveries deemed necessary by the supplier; otherwise, the supplier is released from liability for the resulting consequences.

Insofar as the complaint proves justified, the supplier bears the expenses necessary for subsequent performance, provided this does not place a disproportionate burden on the supplier. Insofar as expenses increase because the customer has moved the purchased item to a location other than the place of performance after delivery, the resulting additional costs are to be borne by the customer. In the case of the sale of a newly manufactured item, the supplier also reimburses, within the scope of its statutory obligation, the expenses incurred by the customer within the framework of recourse claims in the supply chain.
Within the framework of the statutory provisions, the customer has a right to withdraw from the contract if the supplier — taking into account the statutory exceptions — allows a reasonable deadline set for it for repair or replacement delivery in respect of a material defect to expire without result. If only an insignificant defect exists, the customer is only entitled to a reduction of the contract price. The right to reduce the contract price is otherwise excluded.
Further claims are determined exclusively in accordance with Section VII.2 of these conditions.
No liability is assumed in particular in the following cases: unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences — insofar as the supplier is not responsible for them.
If the customer or a third party carries out repairs improperly, the supplier is not liable for the resulting consequences. The same applies to modifications to the delivery item made without the supplier’s prior consent.

Legal Defects

If use of the delivery item leads to infringement of industrial property rights or copyrights domestically, the supplier will, at its own expense, generally either procure for the customer the right to continued use, or modify the delivery item in a manner reasonable for the customer such that the infringement no longer exists.

In addition, the supplier will indemnify the customer against undisputed or finally and legally established claims of the relevant holders of the property rights concerned.

The obligations of the supplier set out in Section VI.8 are, subject to Section VII.2, conclusive in the event of infringement of a property right or copyright.

They exist only if

the customer notifies the supplier without delay of asserted infringements of property rights or copyrights,
the customer supports the supplier to a reasonable extent in defending against the asserted claims, or enables the supplier to carry out the modification measures pursuant to Section VI.8,
the supplier retains the right to take all defensive measures, including out-of-court settlements,
the legal defect is not based on an instruction from the customer, and
the infringement was not caused by the customer having modified the delivery item on its own authority or used it in a manner not in accordance with the contract.

VII. Supplier’s Liability, Exclusion of Liability

If the delivery item cannot be used as intended by the customer as a result of culpably omitted or faulty proposals or advice by the supplier made before or after conclusion of the contract, or through culpable breach of other ancillary contractual obligations — in particular instructions for operation and maintenance of the delivery item — the provisions of Sections VI and VII.2 apply, to the exclusion of further claims by the customer.
For damages that have not occurred to the delivery item itself, the supplier is liable — regardless of the legal grounds — only:

a. Intent and Gross Negligence

In the case of intent and gross negligence.

b. Injury to Life, Body, Health

In the case of culpable injury to life, body or health.

c. Fraudulently Concealed Defects

In the case of defects that it has fraudulently concealed.

d. Guarantee

Within the scope of a guarantee given.

e. Product Liability Act

For defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

Further claims are excluded.

VIII. Limitation Period

IX. Software Use

All other rights to the software and the documentation, including copies, remain with the supplier or the software supplier. Sublicensing is not permitted.

X. Applicable Law, Place of Jurisdiction

The law of the Federal Republic of Germany applicable to legal relationships between domestic parties applies exclusively to all legal relationships between the supplier and the customer.
Place of jurisdiction is the court responsible for the supplier’s registered office. However, the supplier is also entitled to bring an action at the customer’s principal place of business.