Our general terms and conditions shall apply exclusively. We shall not recognise any terms and conditions of the customer which are contrary to or deviate from our General Terms and Conditions unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we perform the delivery to the customer without any reservations in spite of knowing of terms and conditions of the customer which are contrary to or deviate from our General Terms and Conditions.
All agreements between us and the customer regarding the execution if this contract must be documented in writing in this contract.
Documentation accompanying our quotes, such as illustrations and drawings, as well as weight and dimension data, are only to be seen as approximations, in as far as we have not expressly designated them as binding. We reserve the right to technical changes for product improvement purposes. We reserve all proprietary and intellectual property rights in estimates, drawings and other documents, which may not be made available to third parties.
Scope of delivery
The Supplier‘s written order acknowledgement shall govern the scope of delivery; in the event of a Supplier‘s quotation with a validity deadline and punctual acceptance, the quotation itself shall govern the scope of delivery provided that no order acknowledgement has been issued in good time.
Unless otherwise specially agreed, the prices shall apply ex works including loading at the works but packing excluded. The prices shall be subject to the current rate of value-added tax.
Unless otherwise specially agreed, payment shall be made in cash strictly net free within 8 days from the date of invoice less 2 % discount or within 30 days from the date of invoice without any deduction.
Payment by bill of exchange requires a special agreement. Charges for bills of exchange shall always be borne by the issuer. No discount shall be deducted for payments by bills of exchange.
The customer shall only have the right to retain payments or offset them against any counterclaims insofar as its counterclaims are undisputed.
If a delivery period is agreed, it shall start with the dispatch of the order confirmation, however, not prior to the customer providing all necessary documentation, permits, etc. and not prior to receipt of a contractually agreed down payment.
The delivery period shall be deemed to have been observed if, prior to its expiry, the goods have left the supplier‘s work or notification has been issued that they are ready for shipment.
The delivery term is accordingly extended in case of industrial action, in particular strikes and lockouts, as well as by the occurrence of unforeseen obstacles which can be proven to have a significant influence on the completion or delivery of the object to be delivered. This also applies when the circumstances occur with subcontractors.
If the supplier is in default and the customer incurs damage as a result thereof, the customer shall be entitled to demand lump sum liquidated damages. They shall amount to 0.5 % for each full week of delay but to a total of max. 5 % of the value of that part of the total delivery which cannot be used punctually or in accordance with the contract as a result of the delay. However, we shall reserve the right to prove to the customer that no or significantly less damage has occurred the result of the delay in delivery.
If shipment of the goods is delayed for reasons for which the customer is responsible, the costs incurred by storage in our plant, however at least 0.5 % of the invoice amount, as a result of the delay shall be charged monthly to it, starting one month after notification has been issued that the goods are ready for shipment. However, after expiration of a reasonable deadline, we shall be entitled to dispose of the goods to be delivered differently and to deliver the customer within a reasonably prolonged deadline.
Compliance with the delivery period assumes fulfilment of all contractual obligations of the customer.
Transfer of risk
At the latest, risk is transferred to the customer at the despatch of the parts to be delivered, even then, when partial deliveries are made or we have accepted to undertake further performance, such as shipping costs or and installation. At the customer’s request and expense, the consignment will be insured against transport damage.
If delivery is delayed due to reasons which are caused by the customer, risk is transferred to the customer starting from the day of shipment readiness.
Reservation of ownership
We reserve the right of ownership in the delivery items until full payment of the purchase price has been made. In the event of the customer engaging in any conduct which is contrary to the contract, in particular in the case of payment arrears, we shall be entitled to take back the goods. The enforcement of the reservation of ownership of the delivery items by us shall not be deemed withdrawal from the contract, in so far as the latter has not been expressly declared by us in writing. After retrieving the goods, we shall be authorized to sell the items and to offset the proceeds from such a sale against the customer’s liabilities, minus reasonable realization costs.
The customer is obligated to handle the delivered goods with care. In particular, they are obligated to ensure the goods at their own expense at the original value against damage by fire, water and theft. If maintenance and inspection work is required, the customer shall perform such on time at their own expense. In the case of attachment or other interventions by third parties, the customer must immediately inform us in writing.
The customer shall be entitled to resell the goods delivered in the normal course of business. However, the customer shall assign here and now all claims to us, which accrue to them from the resale against their customer or third parties, irrespective of whether the goods subject to reservation of title are resold without or after being processed. The customer shall be authorised, also after the assignment, to collect these claims. Our authority to collect the claims itself shall remain unaffected thereby.
However, we undertake not to collect the claims provided that the customer duly discharges its payment obligations, does not default in payment and, in particular, no petition for the institution of insolvency or composition has been made. Should this, however, be the case, we can require that the customer discloses the receivables assigned and their debtors, provide all details necessary for their collection, hand over the associated documentation and notify the debtor (third party) of the assignment.
The processing or alteration of the goods by the customer shall always be carried out for us. Should the delivery items be processed together with other items, not belonging to us, we shall acquire co-ownership in the new item in the proportion of the value of the delivery items to the other items processed at the time of processing. The same provisions apply to the processed item as to the item delivered subject to the reservation of property rights.
Should the delivery items be inseparably mixed with other items, not belonging to us, we shall acquire co-ownership in the new item in the proportion of the value of the delivery items to the other items mixed with the delivery items. In the event that such mixing takes place in such manner that the resulting goods of the customer are the main product, it is hereby agreed that the customer shall transfer to us a pro-rated share in the title to the goods produced. The customer shall store for us goods to which we retain title or a share in the title.
By way of security for amounts owed to us by the customer, the customer shall also be deemed to have assigned to us any claims by the customer against third parties arising in connection with the joining of any goods supplied by us to any land or building.
We hereby undertake to release securities to the customer upon request by the customer if and when the value of such securities exceed the amount owed to us by the customer by more than 20%. In any such case, we shall select the securities to be released at our sole discretion.
Where the goods are defective and we are responsible for the defect, we are entitled to supply a replacement item or to repair the goods, at our discretion. In case of repair, we shall bear all costs of remedy, i.e. transport, travel, work and materials, unless such costs are increased due to the circumstance that the goods have been brought to another place as the destined place of delivery. If a defect occurs during the warranty period, we must be immediately informed. We will then decide whether the defective delivery item must be return for repair to the plant in Bielefeld via forwarder, or whether a customer service technician will be deployed. In the event of a valid warranty claim, the customer shall be reimbursed for the costs.
No warranty shall be assumed in the following cases in particular: Inappropriate or improper use, incorrect assembly or commissioning by the purchaser or third parties, natural wear and tear, incorrect or negligent handling, incorrect maintenance, unsuitable process materials, inadequate construction work, unsuitable foundations, chemical, electrochemical or electrical influences – provided they are not attributable to any fault of the supplier. For products that are essentially manufactured by third parties, the warranty of the supplier is limited to the assignment of warranty claims to which the supplier is entitled against the supplier of the third party products. Structural modifications require our approval; otherwise, any warranty claims shall become void completely.
If the remedy fails or we are not willing or able to replace the goods or the remedy exceeds appropriate terms due to reasons, for which we are responsible, the purchaser shall be entitled to withdraw from the contract or to request a reduction in purchase price/labour costs.
Any further claims of the customer, in particular claims for damage, including lost profits or other financial losses, shall be excluded.
The foregoing exclusion of liability shall not apply if the damage is the result of wilful acts or gross negligence. Neither shall it apply if the customer's claim for damages is based on the lack of a committed feature.
If an obligation under the contract is violated by negligence, our liability shall be limited to foreseeable damage.
The warranty period shall be 6 months, counted from the transfer of risk. This period shall be a statutory period of limitation and shall also apply for compensation claims for consequential harm caused by a defect, provided that claims are not asserted on the basis of illegal acts.
Right of withdrawal
The customer shall be entitled to revoke the contract where complete performance becomes finally impossible for us prior to the transfer of risk. This shall also apply in the case of inability or default. The customer shall also be entitled to revoke the contract when we, after having been granted a reasonable extension of time for repair or replacement in conjunction with a defect we are responsible for in the sense of the terms and conditions of delivery, let the said extension pass without effect due to our fault. The customer's right of revoking the contract shall also be enforceable in all other events of repair or replacement failures on behalf of us, however; only of two repair attempts failed previously.
Any further claims of the customer, and especially claims for termination or impairment of value or for compensation of damages of whatever nature including those which have not occurred directly on the goods supplied, shall be excluded. The foregoing exclusion of liability shall not apply to wilful acts or gross negligence or to negligent infringement of important contractual duties. In the event of negligent infringement of important contractual duties, we shall be liable only for the reasonably foreseeable damage that is typical of the contract except where wilful acts or gross negligence are involved.
Supplier’s right of withdrawal
In the event of unforeseen events within the meaning of section V of the Terms and Conditions of Delivery, insofar as they substantially change the economic importance or content of the performance or have a considerable effect on the supplier’s operations, and in the case of an impossibility of performance that subsequently becomes evident, the contract shall be amended accordingly. Where this is not economically viable, the supplier shall have the right to withdraw wholly or partly from the contract.
The purchaser shall have c no right to compensation due to such a withdrawal. If the supplier wishes to make use of the right of withdrawal, they shall inform the purchaser thereof without delay after realising the implications of the event, even if an extension of the term of delivery had been initially agreed with the customer.
Lift tables without operator riding along:
Caution: The offered and/or delivered lift table is only approved as lifting gear for loads. It is not set up for an operator riding along or standing on the lifted platform.
The inspection log book must not be maintained for the offered and/or delivered lift table. However, upon request, we can include an inspection log book against an additional fee.
Lift tables with operator riding along:
The offered and/or delivered lift table is designed for an operator driving along on the platform and meets the respective safety regulations of UVV/VBG 14.
However, a version complying with the elevator regulation cannot be delivered.
Lift tables designed for an operator riding along must be checked prior to initial commissioning by an expert. Initial and final inspection are carried out by the manufacturer. After lift table assembly on site, an acceptance test must be carried out by an expert. The acceptance test must be initiated by the operating company. The necessary inspection log book is included in the scope of delivery.
Place of jurisdiction, place of performance
If the customer is a registered trader, place of jurisdiction shall be Bielefeld. However, we shall be entitled to also bring action against the customer at his place of residence.