General terms and conditions

1. General remarks
   The conditions described hereafter are exclusive, and apply to all our quotations, sales, deliveries and services.
   By placing a purchase order, the Buyer confirms his full acceptance of these terms and conditions. Deviations are only valid if specially agreed upon, and confirmed by us in writing. Modifications of individual terms and conditions do not impinge upon the remaining conditions. Counter-confirmations of the Buyer, including references to the validity of his commercial and purchasing terms and conditions, are contradicted. The rights and obligations arising from this contract may not be transferred to others without our express permission. Pending an agreement to the contrary, these terms and conditions are valid for all current and future commercial transactions, including purchase orders effected within existing business relationships in the absence of specific references.
2. Quotation and Conclusion of Contract
   Quotations are subject to alteration without notice, even when this has not been explicitly agreed upon. A contract only takes effect after the confirmation of order has been signed.
3. Prices
   Our prices are without obligation, and are valid from point/place of delivery D-53842 Troisdorf, exclusive of packaging, postal-, freight- or other forwarding costs, insurance, customs duties and system commissioning unless otherwise defined in a separate contract.
4. Delivery
   We reserve the right to set a delivery time for each individual order. In the event that it is not possible to deliver due to a fault on the part of the Buyer, the delivery schedule shall be deemed to have been observed once notification has been given on time of readiness to deliver. The consequences of Acts of God, or other unforeseeable circumstances affecting us or our suppliers entitle us to dissolve our delivery obligations partially or in their entirety. Insignificant deviations from confirmed delivery periods shall not grant entitlement to compensation for damage or to cancellation of order.
5. Transfer of Risk
   The risk transfers to the Buyer at the latest with dispatch of the contracted goods. Services to be rendered additionally, such as measurements or commissioning, shall not affect the passing of risk for the goods. If delivery is delayed due to circumstances for which the Buyer is responsible, risk is passed to the Buyer from the date of readiness to deliver.
6. Reservation of Proprietary Rights
   The products remain our property until full payment has been made. Breach of contract, and especially delay of payment, on the part of the Buyer, shall entitle the Supplier to take-back of the goods after a suitable period of notice has been served.
   Repossession or seizure of the goods by the Supplier shall only be deemed as a withdrawal from the contract after explicit written notification of this by the Supplier. The Buyer is obliged to immediately inform the Supplier of any seizure or other intervention by third parties.
7. Payment
   Where no other arrangement has been made, invoices from the vendor are payable 30 days after presentation of the invoice, without deduction.
   The Buyer is only entitled to set-off and retention of payment, even where counterclaims have been lodged, if the counterclaims have been confirmed with the force of law or where they are not contested. However, the Buyer is also entitled to retention of payment on account of other counterclaims arising from the same contractual relationship.
8. Warranty
   In the event of the delivered goods being defective, which also includes the absence of warranted qualities, the supplier accepts the following obligation:
   • rectification of the defects which have been identified, within a suitable period of time
   • acceptance of the costs arising for rectification of the defects, insofar as thus does not impose a disproportionate burden on the supplier
   These obligations only apply when the defects:
   1. can be shown to have arisen prior to the transfer of risk;
   2. have been notified to the supplier without delay in writing, following immediate examination of the contracted goods by the Buyer in the course of proper business practices, or upon the defects being recognised, if these were not immediately evident;
   3. have been lodged as claims within 12 months from the time of delivery
The validity of claims expires at the latest 12 months after the transfer of risk.
9. Liability
   For damages caused by the supplier, the supplier shall only be liable for intent or gross negligence. In all other instances, liability shall be determined in accordance with the legal regulations. The Supplier is not liable for resulting damages, lost profits, or loss of production.
10. Confidentiality
    Drawings, specimens, and technical documentation may only be made accessible to third parties by the recipient to the extend that these are useful for the purposes of the project. Contravention’s of this clause entitle the supplier to make full claim for compensation.
11. Applicable Law, Jurisdiction and Partial Invalidity
    The venue for delivery and payment, and place of jurisdiction for all litigation proceedings pertaining to the contract, is Siegburg. The law of the Federal Republic of Germany is applicable.
    Should a clause contained in these terms and conditions of business be or become invalid, then this does not affect the validity of the remaining clauses.