General Terms and Conditions for Sales, Delivery and Payment (GT&Cs)
1.
All quotations and prices subject to change. They only become binding following confirmation of the customer’s order or where applicable upon completion of the delivery. Should cost factors change, we reserve the right to charge the prices applicable on the day of delivery. Prices are applicable ex works or location and do not include freight, packaging, assembly and other expenses. In the case of errors in the quotation relating to size, properties or similar that are only discovered upon delivery, the orderer may only assert a claim to cancel the order and cannot claim any damages.
2.
The delivery deadline commences following the clear and definite placing of an order, which also includes fulfilment of the payment terms. Delivery is deemed to be complete as soon as it is transferred to the railway, postal service or the courier for transport (passing of risk) or the orderer has been notified that the delivery is ready for dispatch. This shall also apply in the case of confiscation or free delivery by us to the destination using our own vehicles or via third-party vehicles. Partial deliveries are permitted and may be invoiced separately. We shall adhere to the delivery deadline to the best of our ability; the obligation to uphold deadlines shall cease to apply in the case of disruptions to our operations or to those of a contracted party. This shall not entitle the orderer to withdraw from the purchase. If delivery is rendered impossible due to unforeseeable events or events of force majeure, including strikes, lock-outs, passive resistance, etc., in our operations or those of a company contracted by us, we shall be entitled to withdraw from the contract as a whole or in part. There is no explicit obligation to give notice of delivery delays. If delivery becomes impossible, we shall not be obliged to provide compensation for the sold goods. No claims to compensation arise as a result of delayed or failed deliveries or on any other grounds.
3.
Suitable packaging shall be provided at cost price and disposed of by us provided that it is returned to us free of charge; any provisions to the contrary are not accepted.
4.
Risk passes to the orderer upon dispatch of the goods at the latest; this also applies in the case of partial deliveries or where other services such as shipment, delivery or installation are provided.
5.
All shipments must be insured during transport against damage and loss; this will be charged at cost price. Transport insurance shall not be taken out if this is requested in writing by the orderer.
6.
Payments must be made in EUR (euros) and shall be due as follows unless otherwise specified in the quotation or order confirmation:
- For deliveries from our standard range up to a value of EUR 7,500.00 within
- 10 days after the invoice date with 2% early-payment discount or
- 30 days after the invoice date without any deductions;
- For deliveries from our standard range with an invoice amount of more than EUR 7,500.00 and in the case of special and custom-made products, without any deductions
- 1/3 upon placing the order,
- 1/3 upon expiry of the first half of the delivery period,
- Remaining amount upon notification of readiness for delivery;
- Immediately without any deductions in the case of repairs and assembly.
Payment is deemed to be in arrears 14 days after the expiry of a payment deadline without the need for any reminders from us; from this point in time, interest of 5% above the base rate will be charged as per Section 1 Discount Rate Transition Act (DÜG).
Bills of exchange and cheques shall only be accepted as payment if we are able to discount them; no liability is accepted for their timely submission and any protests that are raised. Offsetting against claims resulting from deliveries to us is not be permitted; a right of retention is excluded.
7.
Travelling salespersons, representatives and dealers are not entitled to accept payments of any kind in our name.
8.
We retain title to goods delivered by us until receipt of all payments due under the delivery contract and within the framework of the whole commercial relationship. If the orderer does not uphold its contractual obligations, especially in the case of default in payment, we are entitled to recover the deliverable; the orderer shall be obliged to surrender the item. If return of the deliverable is demanded, this shall not be considered as withdrawal from the contract unless we have explicitly declared this in writing. The orderer is obliged to inform us immediately in the case of attachment or other actions by third parties so that we may exercise our rights to the item. The orderer is entitled to sell the deliverable within the framework of standard commercial transactions. All claims against third parties resulting from the sale in the amount invoiced are hereby assigned to us. We hereby accept this assignment. Following the assignment, the orderer is authorised to collect the claim. We reserve the right to collect the claim ourselves immediately if the orderer fails to duly honour its payment obligations and is in default of payment. We will be obliged to release the securities to which we are entitled at the orderer’s request provided their value exceeds the claims to be secured by more than 20%.
9.
We provide a warranty for a period of 6 months (calculated from the date of dispatch of the delivery until our receipt of the written complaint, subject to standard eight-hour daily operations) for the proper design and good workmanship of the goods delivered by us, whereby we shall, at our option and expense, either rectify or redeliver all of those parts that are demonstrably found to be unsuitable due to the use of poor materials, erroneous design or defective characteristics. The defective goods must be returned postage paid to us immediately and will become our property. In the case of justified complaints, our liability will be limited to rectification or redelivery of parts. Any further direct or indirect damages will not be compensated by us. Complaints do not entitle the orderer to withhold the agreed payment. If we declare that we are unable to correct defects we are responsible for, the rights of the orderer are limited to return of the goods and reimbursement of the purchase price; any further claims by the orderer are excluded. We assume no warranty if changes or alterations are made by the other party to the goods delivered by us without our approval.
10.
In the case of sample deliveries, the goods are provided for trial purposes. All costs of packaging, postage and transport insurance and of delivery and return, as well as any refurbishment costs, shall be borne by the customer. Sample machines that are accepted are subject to immediate payment without deductions (reductions, early-payment discount); they will be invoiced automatically if they are not returned 15 calendar days following delivery (=calculated from the date of delivery or transfer to the date of receipt).
11.
The orderer is obliged to dispose of the delivered goods correctly after their end of use at its own expense and in accordance with the statutory provisions.
12.
German law shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11/04/1980. This shall also apply to contracts with international business partners. Only our GT&Cs shall apply to all contracts; other terms shall not form part of the contract, even if we have not explicitly rejected them. Oral ancillary agreements and contradictory terms and conditions require our written approval in order to be valid. The invalidity or ineffectiveness of individual conditions shall not affect the validity of the remaining provisions.
The place of fulfilment for all deliveries, services and payments is Bonn, Germany. The court of jurisdiction is Bonn, provided the customer is a merchant.
Additional terms and conditions for special machinery and systems
13.
In spite of the versatility of our special machines and systems, their utility is largely determined by the characteristics, form, dimensions and other properties of the materials to be processed.
Even if we have provided advice on the selection of a suitable machine or system, the orderer bears sole responsibility for its decision. No rights against us may arise from the fact that we have checked materials provided to us and determined that they are suitable for processing by our machines and systems.
14.
In particular, material-related influences may arise during the processing of the web and in relation to measurement precision.
An essential requirement for straight web processing is impeccably cut to open width, rolled and precisely fed fabric. Faults due to any electrostatic charge that may occur can be reduced by installing an ioniser, which must be designed in accordance with the material and location.
In spite of electronic (not calibrated) measuring devices, measuring tolerances cannot always be avoided; nevertheless, they can be quickly compensated for by changing the length setting. Only the setting of repeats and patterns is not possible in fully automatic operation.
15.
We are only obliged to assume a warranty as per Point 9 of our General Terms and Conditions for Sales, Delivery and Payment if our special machinery and systems are commissioned by our technical personnel acting alone.
