I. Area of application

1. These general terms and conditions (also referred to as “Terms and conditions of delivery”) apply exclusively to all contracts entered into with our Buyers for the delivery of machines, systems and spare parts insofar as nothing to the contrary is expressly agreed. The Buyer’s contrary or varying terms and conditions shall not become part of the contract, including if we have not expressly objected to them or have performed the delivery without providing notification of a defect.
2. Our terms and conditions of delivery, as stated in the respective, latest, version, also apply to all future contracts entered into with the Buyer as part of the existing business relationship.
3. We hereby reject any counter-confirmation, counter-offers or other references by the Buyer with reference to its terms and conditions of business. The Buyer’s terms and conditions shall only apply if we have confirmed these in writing.

II. Offers/entering into a contract

1. Our offers are subject to change without notice at all times, in particular in respect of quantity, price and delivery time.
2. The Buyer shall be bound by its order for 10 days at most. The contract of purchase shall be deemed entered into when we have provided written confirmation within the period of acceptance of the order for the object of purchase set out in greater detail or once the delivery has been performed.

III. Prices

1. The price of the object of purchase is to be understood as ex works (EXW – INCOTERMS 2020) plus any transfer costs and plus turnover tax, which – if applicable – shall be invoiced at the respective statutory rate valid on the invoice date. Agreed subsidiary agreements shall be charged separately. All prices are to be understood in euros.
2. Deducting a trade discount shall be subject to a separate, written, agreement.

IV. Payment

1. Insofar as nothing to the contrary is set out in the order confirmation or invoice, the purchase price shall fall due as a net payment (no deductions) within 30 days of the invoice date.
2. The Buyer may only offset our claims if its counterclaim is undisputed or a res judicata partial title applies. This does not apply to the Buyer’s counterclaims resulting from the same contract of purchase. The Buyer may only assert a right of retention insofar as it is based on claims resulting from the same contractual relationship.
3. We shall only accept cheques or bills of exchange on account of performance and on condition that the bills of exchange submitted are discountable. Issuing bills of exchange excludes the granting of trade discounts. All costs and fees associated with the acceptance of bills of exchange or cashing cheques shall be borne by the Buyer.
4. Representatives, travellers and agents are not authorised to collect payments if they do not have written, legal, authority in that regard.
5. If payment by instalments has been agreed, these shall fall due on the 1st day of each month in the case of doubt. If the Buyer defaults in payment of two instalments, or partial amounts corresponding to two instalments, the entire remaining purchase price shall immediately fall due. Interest shall be payable from the due date. In such a case, we shall be entitled to demand the return of the object of purchase for our security without stating our withdrawal from the contract. We only undertake to surrender the goods following payment in full of the equivalent value of our delivery, including subsidiary costs. All costs incurred in conjunction with this shall be borne by the Buyer.
6. If changes occur in the Buyer’s economic circumstances that are likely to cast doubt on the Buyer's creditworthiness, after the date of dispatch of the order confirmation, in particular if seizures or other enforcement measures are adopted against the Buyer, we shall be entitled to refuse further performance until adequate security is provided. We shall be entitled to withdraw from the contract, if the Buyer fails to comply with our request for security within a reasonable period of time.

V. Delivery and delivery dates

1. Solely the offer and the order confirmation/contract are authoritative in respect of the scope of our deliveries and services.Any type of changes, in particular additional services/deliveries, are subject to the written form. This also applies to assurances made and statements issued by our staff and representatives and rescinding this clause.

2. Our delivery obligation is at all times subject to timely and proper delivery by our suppliers.
3. Delivery times are at all times non-binding insofar as nothing to the contrary is expressly agreed in writing.
4. The delivery time shall be determined by the agreements entered into by the contracting parties. Our compliance with these takes for granted that all commercial and technical issues between the contracting parties have been clarified and that the Buyer has fulfilled all its incumbent obligations or made a down payment. If this is not the case, the delivery time shall be extended accordingly. This does not apply insofar as we are responsible for the delay.
5. Insofar as nothing to the contrary is agreed, partial deliveries are permissible as long as they are reasonable for the Buyer. The Buyer undertakes to accept such partial deliveries.
6. The delivery period shall be deemed to have been met if the object of purchase has left our factory or notification of readiness for dispatch has been given by expiry of the delivery period.
7. Our delivery times shall be extended in the event of force majeure. Such events (unforeseen circumstances and occurrences beyond our control and for which we are not responsible, including with the diligence of a prudent businessman) are, of any kind, lockouts, operational disruptions, natural events, epidemics or pandemics, war, official measures and similar events. These release us from our delivery obligations for the duration of their existence plus a reasonable start-up period. This shall also apply if we have already defaulted in delivery. However, we undertake to inform the Buyer without delay if an event of force majeure within the meaning of this provision occurs at our premises or those of our suppliers. We are entitled to withdraw from the contract in full or in part due to the unperformed part of the contract if continuing the contract is unreasonable for us due to the duration of the force majeure, including taking the Buyer’s interests into account.
8. If such disruptions result in a delay in performance of more than three months, the Buyer shall be entitled to withdraw from the contract in respect of the part not yet fully performed. This does not affect other withdrawal rights.
9. The Buyer may request delivery six weeks after a non-binding delivery date/period has been exceeded. We shall be in default upon receipt of the letter, unless we are not responsible for the default.
10. In the event that we exceed a binding delivery date or a binding delivery period, we shall be in default as soon as the delivery date or delivery period is exceeded, unless we are not responsible for this.
11. Our liability for delayed delivery is based on sub-section IX.
12. We may withdraw from the contract if we are not supplied correctly or on time by our suppliers. This only applies if we are not responsible for the non-delivery, in particular if we have entered into a congruent covering transaction with our supplier. We shall inform the Buyer without delay of the unavailability of the object of purchase and refund without delay any payment already received.
13. We reserve the right to make design and/or form alterations to the objects of purchase and furnish information that varies from that set out in the documents incorporated in the contract such as illustrations, drawings, weight and dimension specifications as well as changes to the scope of delivery during the delivery period. This applies insofar as these are technically necessary and the alterations and variations are reasonable for the Buyer while taking our interests into account.
14. We reserve all property rights and copyrights to cost estimates, drawings and other written documents.

VI. Passing of risk and acceptance

1. The risk of accidental loss or accidental deterioration shall pass to the Buyer upon delivery ex works (EXW - INCOTERMS 2020), including if partial deliveries are made and if we are to render other services e.g. assumption of shipping costs, assembly and commissioning.
2. In the case of installation and commissioning by us, the Buyer shall make available sufficient personnel, raw materials and operating resources at its own expense in accordance with the contractual provisions. If commissioning is delayed for reasons for which the Buyer is responsible, the Buyer shall bear any additional costs we incur as a result. The service that we are to render shall be deemed accepted at the latest when the Buyer commences production via the machine or system after commissioning and testing its functionality or if the Buyer fails to conduct an acceptance handover meeting with us within 8 workdays of our written request. In the event that our assembly and commissioning are delayed because preliminary work to be performed by the Buyer is not completed on time, the Buyer is to inform us in writing without delay, at the latest, however, 14 days before the start of our planned work. If the Buyer fails to furnish such information or furnishes it too late, any additional costs incurred by us (e.g. storage costs) shall be borne by the Buyer.
3. If dispatch is delayed due to circumstances beyond our control, risk shall pass to the Buyer at the time of notification of readiness for dispatch (date of dispatch). We are willing to store the object of purchase and insure it properly at the Buyer’s request and expense.
4. The packaging shall be charged separately.

VII. Reservation of title

1. We reserve title to the object of purchase up until payment in full of all our current and future claims resulting from the contract of purchase and a continual business relationship (secured claims).
2. Including individual claims in a current account and striking a balance shall not affect the reservation of title. In such a case, the reservation of title shall relate to the recognised or actual balance. Payment shall only be deemed to have been made upon receipt of the equivalent value in our bank account.
3. We are entitled to insure the object of purchase against fire, water and other damage at the Buyer’s expense, insofar as the Buyer has not taken out and maintained insurance itself.
4. The object of purchase subject to reservation of title may not be pledged to third parties or transferred as security before the secured claim has been paid in full. The Buyer is to notify us without delay in writing if an application for the institution of insolvency proceedings is filed or if third parties have access to the goods belonging to us (e.g. by way of  seizure, confiscation or other intervention by third parties).
5. The Buyer shall bear all pre-litigation and court costs incurred to lift a seizure or other third party claim to the goods subject to reservation of title and to replace them, insofar as such costs cannot be recovered from the third party. If we are entitled to assert claims assigned to us based on this sub-section VII, the Buyer shall reimburse us for the necessary pre-litigation and court costs incurred in this regard. If we take back the sold item based on the reservation of title, the Buyer undertakes to return it free of charges and freight costs. The Buyer shall pay at least 20% of the purchase price, subject to further claims, as remuneration for the use and utilisation and as compensation for the technical/commercial reduction in value of the sold item.
6. In the event of breach of contract by the Buyer, in particular non-payment of the due purchase price, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or demand the surrender of the object of purchase based on our reservation of title. The demand for surrender does not simultaneously constitute stating withdrawal. Rather, we are entitled to demand only the surrender of the object of purchase and reserve the right to withdraw from the contract. If the Buyer fails to pay the due purchase price, we may only assert these rights if we have previously set the Buyer a reasonable period for payment in vain or if such a period is not required by law.
7. If such a reservation of title is not permitted by the law of the country in which the object of purchase is located, or can only be permitted by way of further agreements and declarations, we shall be entitled to equivalent rights to secure our ownership as granted by way of the applicable law. The Buyer shall provide us with all necessary support so that we can adopt all measures necessary to secure our property or equivalent rights (e.g. liens).
8. Until further notice, the Buyer is authorised, in accordance with letter c, to resell and/or process the object of purchase in the ordinary course of business subject to reservation of title. In such a case, the following provisions shall additionally apply.
   
   a) The reservation of title extends to the full value of the products created by processing, mixing or combining our object of purchase, whereby we are considered the manufacturer. If a third party’s property rights remain in place following processing, mixing or combining with that third party’s goods, we shall acquire co-ownership in the proportion of the invoice values of the processed, mixed or combined items. In other respects, the same shall apply to the product created as what applies to the object of purchase supplied under reservation of title.
   
   b) The Buyer hereby assigns to us as security, either in full or in the amount of our potential co-ownership share in accordance with the preceding sub-section, any claims against third parties resulting from the resale of the object of purchase or the product. We accept the assignment. The Buyer’s obligations stated in sub-section 2 also apply with regard to the assigned claims.
   
   c) The Buyer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer fulfils its payment obligations to us, there are no reservations in respect of its ability to pay and we do not assert our reservation of title by exercising a right in accordance with sub-section 3. However, if this is the case, we may demand that the Buyer inform us of the assigned claims and its debtors, that it furnish all information required for collection, that it hand over the relevant documents and inform the debtors (third parties) of the assignment. In addition, we shall be entitled in such a case to withdraw the Buyer’s authority to resell and process the reserved goods.
   
   d) If the realisable value of the securities exceeds our claims by more than ten percent, we shall release securities of our choice at the Buyer’s request.

VIII. Buyer’s warranty claims

1. The statutory provisions apply to the Buyer’s rights in the event of material defects and defects in title (including wrong and shortfall delivery as well as improper assembly/installation or faulty instructions) insofar as nothing to the contrary is specified below.
2. Our liability for defects is based primarily on the agreement entered into on the quality and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer specifications that are the subject matter of the individual contract or were publicly announced by us (in particular in catalogues or on our website) at the time of entering into the contract shall be deemed to be quality agreements in this sense. Insofar an agreement has not been entered into in respect of quality, the statutory provisions apply to determining whether or not a defect applies (Section 434 (3) BGB (German Civil Code)).
3. In the case of goods with digital elements or other digital content, we only undertake to provide and, if necessary, update the digital content if this is expressly stated in a quality agreement in accordance with sub-section 2. We accept no liability for public statements issued by the manufacturer or other third parties.
4. We are generally not liable for defects that the Buyer is aware of at the time of entering into the contract or is not aware of due to gross negligence (Section 441 BGB). Furthermore, the Buyer’s claims for defects take for granted that it has fulfilled its statutory obligations to inspect and provide notification of defects (Sections 377, 381 HGB). In the case of goods intended for assembly or further processing, an inspection is to be conducted at all times immediately prior to processing. If a defect becomes apparent upon delivery, inspection or at any subsequent time, we are to be notified of this in writing without delay. In any case, any defects that are not apparent are to be reported in writing without delay once they are identified. If the Buyer fails to conduct the proper inspection and/or properly provide notification of defects, our liability for defects that are not reported, not reported in time or not reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for assembly, attachment or installation, this shall also apply if the defect only becomes apparent after processing as a result of a breach of one of these obligations. In such a case, the Buyer shall have no claims for reimbursement of corresponding costs (“Dismantling and installation costs).
5. No liability is accepted for errors, damage or malfunctions resulting from the following reasons:
   
   a) Unsuitable or improper use, faulty assembly or commissioning by the Buyer or third parties, natural wear-and-tear, faulty or negligent handling – in particular excessive strain – unsuitable operating materials, replacement materials, faulty construction work, unsuitable building ground, chemical, electrochemical or electrical influences insofar as these are not attributable to culpability on our part;
   
   b) If auxiliary materials, operating materials, cleaning agents, coolants or products are used that attack stainless steel and which, among other things, adversely alter the pH values, temperatures or salt content in a manner that is detrimental to our products made of non-corrosive stainless steels and food-grade sealing and connecting materials.
6. If the delivered item is faulty, we may first choose whether or not to rectify the defect (subsequent performance) or deliver a fault-free item (replacement). If the method of performance chosen by us is unreasonable for the Buyer in individual cases, the Buyer may reject it. This does not affect our right to refuse subsequent performance under the statutory conditions.
7. In the case of third party products, our liability is limited to the assignment of liability claims to which we are entitled against our supplier of the respective third party product, provided that the Buyer can indemnify us in this respect. However, this shall not apply if the liability of the respective supplier of the third party product is unsuccessful or if the Buyer has unsuccessfully attempted to assert the claim against the respective supplier. If this is proven to be the case, our liability shall resume in accordance with the provisions of this section.
8. We reserve the right to make two rectification attempts. If the rectification fails, the Buyer shall be entitled to withdraw from the contract or reduce the purchase price. Withdrawal is excluded if our breach of duty is only insignificant.
9. The Buyer shall grant us the time and opportunity required for the subsequent performance of our obligations, in particular to hand over the rejected goods for inspection. In the event of a replacement delivery, the Buyer is to return the faulty item to us at our request in accordance with the statutory provisions. However, the Buyer is not entitled to demand a return. Subsequent performance shall not include the removal, dismantling or installation of the faulty item or the installation, fitting or assembly of a fault-free item if we did not originally undertake to render these services. This does not affect the Buyer’s claims for reimbursement of corresponding costs (“Dismantling and installation costs”).
10. We shall bear or reimburse the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any removal and installation costs, in accordance with the statutory provisions and these general terms and conditions of delivery, if a fault actually applies.
11. In urgent cases or to prevent disproportionate damage, the Buyer has the right to rectify the defect itself and demand that we reimburse the Buyer for the objectively necessary expenses incurred in that regard. We are to be notified without delay of any such own performance. Own performance is to be agreed with us in advance. The right to own performance shall not apply were we entitled to refuse subsequent performance in accordance with the statutory provisions.
12. The Buyer’s claims for damages or reimbursement of expenses in vain shall also apply in the event of faults only in accordance with sub-section IX. In other respects they are excluded.

IX.

1. Insofar as nothing to the contrary is set out in these general terms and conditions of delivery, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2. We shall be liable for damages – on whichever legal grounds these are based – as part of liability for negligence in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. diligence in our own affairs; insignificant breach of duty), only
   
   a) For damage resulting from loss of life, physical injury or detrimental effects on health,
   
   b) For damage resulting from the breach of an essential contractual obligation (an obligation the fulfilment of which is essential for the proper execution of the contract and on whose fulfilment the contracting party regularly relies and may rely). However, in such a case, our liability shall be limited to compensation for foreseeable and typically occurring damage.
3. In the event of property damage caused by negligence and resulting further financial losses, e.g. additional expenses, the loss of expected profits or savings not made, we shall only be liable in the event of a breach of a material contractual obligation, limited, however, in amount to the obligations foreseeable at the time of entering into the contract and typical for the contract.
4. The limitations of liability resulting from sub-section 2 shall also apply to third parties and in the event of breaches of duty by persons (including for their benefit) for the fault of which we are responsible under statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee has been provided for the quality of the object of purchase, and apply to the Buyer’s claims under the German Product Liability Act.
5. The Buyer may only withdraw from the contract or terminate it due to a breach of duty that does not constitute a defect if we are responsible for the breach of duty. The Buyer shall have no right to terminate the contract arbitrarily (in particular in accordance with Sections 650 and 648 BGB). In other respects, the statutory requirements and legal consequences apply.
6. This does not affect liability under the German Product Liability Act.

X. Buyer’s right of withdrawal

1. The Buyer may withdraw from the contract if it becomes impossible for us to render the entire service before the passing of risk. It may also withdraw from the contract if, when ordering similar items, execution of part of the delivery becomes impossible in terms of quantity and it has a legitimate interest in refusing a partial delivery.
2. If the impossibility occurs during the delay in acceptance or as a result of culpability on the part of the Buyer, the Buyer continues to undertake to pay for the service.
3. In the event of failed subsequent performance, the right of withdrawal agreed in Section VIII, sub-section 8, of these terms and conditions of delivery applies.
4. Furthermore, the Buyer shall be entitled to withdraw from the contract if we allow a reasonable period of time set by us for the rectification or subsequent performance of a defect to lapse in vain as a result of culpability on our part. The reasonable grace period shall not commence until the defect and our obligation to provide a replacement have been acknowledged or proven. This does not affect Section 323 (2) BGB.

XI. Statute of limitations

1. Irrespective of Section 438 (1) No. 3 BGB, the general limitation period for claims resulting from material defects and defects in title is one year (in the case of multi-shift operation, at most 2,000 operating hours) from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
2. The above limitation period in accordance with sales law also applies to contractual and non-contractual claims for damages by the Buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199, BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the Buyer in accordance with Section IX (2) sentence 1 and sentence 2 letter a and in accordance with the German Product Liability Act shall fall under the period of limitations exclusively in accordance with the statutory limitation periods.
3. This does not affect the statutory provisions on the commencement of the limitation period, suspension of the limitation period, interruption of the limitation period and recommencement of the limitation period.
4. Our claims against the Buyer shall fall under the period of limitations in accordance with the statutory provisions.

XII. Software use

1. If software is included in the scope of delivery, the Buyer is granted a simple, non-transferable right not limited in time to use the delivered software, including its documentation. It is provided for use on the item purchased for which it is intended. The Buyer may only use the software on another object of purchase at its own risk and to the extent necessary if and to the extent that this is caused by a failure of the specific object of purchase, its replacement or other urgent operational reasons.
2. The Buyer may only copy, edit, translate or convert the object code into source code to the extent permitted by law (Sections 69 a et seq. UrhG (German Copyright Law).
3. The Buyer undertakes not to remove manufacturer’s information, in particular copyright notices, or to alter them without the Supplier’s prior express consent. All other rights to the software and documentation, including copies, remain with us or the software supplier. Granting sub-licences is not permitted.
4. In the event of resale of the machines and systems by the Buyer, the Buyer is to ensure that the third party accepts the terms and conditions of this section.

XIII. Applicable law, place of jurisdiction

1. Solely the law of the Federal Republic of Germany applies to all legal relationships between us and the Buyer. International sales law is excluded. This expressly applies to application of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention).
2. Our registered office in Verden (Aller) shall be deemed the exclusive – including international – place of jurisdiction for all disputes resulting directly or indirectly from the contractual relationship if the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, or if it does not have a general place of jurisdiction in the Federal Republic of Germany. The same applies if the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code.
3. However, we shall be entitled to bring legal action in all cases at the place of performance of the delivery obligation in accordance with these general terms and conditions of delivery or a prior individual agreement, or at the Buyer’s general place of jurisdiction.
4. This does not affect prior legal provisions, in particular those relating to exclusive competences.

XIV. Miscellaneous
In the event that individual provisions of these terms and conditions of delivery are or become invalid or void, this shall not affect the validity of the contract in other respects. The invalid or void provision shall be deemed replaced by a provision that comes closest to the economic essence and purpose of the invalid or void provision in a legally valid manner. The above provision shall apply accordingly in the event of regulatory omissions.