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1. Scope of Application
1.1. Our deliveries, services, and offers are made exclusively based on these General Terms and Conditions. These terms shall also apply to all future business relationships, even if they are not expressly agreed upon again. By accepting the goods or services, the buyer is deemed to have accepted these conditions. Any counter-confirmations by the buyer referring to their own business or purchasing conditions are hereby rejected. Deviations are only valid if confirmed by us in writing.
1.2. All agreements made between us and the buyer for the execution of this contract must be recorded in writing.
1.3. All orders are accepted subject to the possibility of delivery and prior sale.
2. Offer and Contract Conclusion
2.1. Our offers are non-binding and without obligation. Declarations of acceptance and all orders require our written or telegraphic confirmation to be legally valid.
2.2. Drawings, illustrations, dimensions, weights, or other performance data are only binding if explicitly agreed upon in writing. Minor deviations in dimensions, weights, properties, and quality are reserved.
2.3. Our sales employees are not authorized to make verbal side agreements or provide verbal assurances that go beyond the content of the written contract.
3. Prices
3.1. Unless otherwise stated, we adhere to the prices listed in our offers for a period of 4 weeks from the date of the offer. Otherwise, the prices stated in our order confirmation apply, plus the applicable statutory value-added tax. Additional deliveries and services will be charged separately.
3.2. For contracts with an agreed delivery time of more than 4 months, we reserve the right to adjust prices in accordance with cost increases due to wage agreements or material price increases.
4. Delivery and Performance Time
4.1. Delivery dates or deadlines, whether binding or non-binding, must be in written form.
4.2. Delays in delivery or performance due to force majeure or events that make it significantly more difficult or impossible for us to fulfill the order—including but not limited to strikes, lockouts, government orders, and similar occurrences affecting our suppliers or subcontractors—are not our responsibility, even if binding deadlines and dates have been agreed upon. Such events entitle us to postpone the delivery or performance for the duration of the delay plus a reasonable start-up period or to withdraw from the contract in whole or in part for the unfulfilled portion.
4.3. If the delay lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract concerning the unfulfilled part. If the delivery time is extended or we are released from our obligations, the buyer cannot derive any claims for damages from this. We can only invoke the aforementioned circumstances if we notify the buyer immediately.
4.4. We are entitled to make partial deliveries and partial performances at any time, unless the partial delivery or performance is of no interest to the buyer.
4.5. The fulfillment of our delivery and performance obligations depends on the timely and proper fulfillment of the buyer’s obligations.
4.6. If the buyer is in default of acceptance, we are entitled to claim compensation for the damage incurred. Upon the onset of default in acceptance, the risk of accidental deterioration and accidental loss passes to the buyer.
5. Transfer of Risk
The risk passes to the buyer as soon as the shipment is handed over to the transport carrier or has left our warehouse for dispatch. If dispatch is delayed at the buyer’s request, the risk is transferred to them upon notification of dispatch readiness.
6. Buyer’s Rights Regarding Defects
6.1. The products are delivered free of manufacturing and material defects. The buyer must inspect the delivered goods immediately for obvious defects. If a defect is found, the buyer must notify us in writing within 7 days. Defects that could not be discovered within this period, even with careful inspection, must be reported to us immediately upon discovery.
6.2. If our operating or maintenance instructions are not followed, modifications are made to the products, parts are replaced, or consumables are used that do not conform to the original specifications, warranty claims shall be void unless the buyer proves that the defect was not caused by these circumstances.
6.3. If the buyer notifies us of a defect, we may, at our discretion and expense:
a) Request the return of the defective part or device for repair and subsequent return shipment.
b) Send a service technician to the buyer to carry out the repair. If the buyer requests on-site repairs, they must cover labor and travel costs based on our standard rates.
6.4. If repair fails within a reasonable period, the buyer may choose between a price reduction or contract cancellation. Any further claims, particularly for lost energy revenue, are excluded.
6.5. Normal wear and tear are excluded from liability.
6.6. Warranty claims are only available to the direct buyer and are not transferable.
7. Retention of Title
7.1. We retain ownership of all delivered goods until full payment of all claims arising from the business relationship, including future claims.
7.2. The buyer may process or resell the reserved goods in the ordinary course of business as long as they are not in default. The buyer assigns to us in advance any claims arising from the resale or other legal grounds related to the reserved goods.
7.3. In the event of default or financial difficulties, we are entitled to demand the return of the reserved goods.
8. Payment
8.1. The invoice amount is due in advance before delivery and must be settled via instant transfer unless otherwise agreed.
8.2. In case of late payment, we may charge interest of 8 percentage points above the applicable base rate.
8.3. If we become aware of circumstances that raise doubts about the buyer’s creditworthiness, we may demand immediate payment or security.
8.4. The buyer may only offset, withhold, or reduce payments if their counterclaims are legally established or undisputed.
9. Design Changes
We reserve the right to make design changes at any time without being required to apply them to already delivered products.
10. Patents
10.1. We indemnify the buyer against claims arising from patent, trademark, or copyright infringements, unless the design was provided by the buyer.
10.2. We may resolve infringement claims by either obtaining the necessary licenses or providing a modified product that eliminates the infringement claim.
11. Confidentiality
Unless explicitly agreed otherwise in writing, we do not consider any information submitted in connection with an order as confidential.
12. Liability
12.1. Liability for damages, regardless of the type of breach, is excluded unless caused by willful misconduct or gross negligence.
12.2. For fundamental contractual obligations, we are liable for negligence but only for foreseeable damages. Claims for lost profits, savings, or indirect damages are excluded unless a specific product feature was guaranteed.
12.3. These liability limitations do not apply to fraudulent misrepresentation, product liability claims, or damages resulting from injury to life, body, or health.
13. Applicable Law, Jurisdiction, and Severability
13.1. These terms and the entire legal relationship between us and the buyer are governed by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
13.2. If the buyer is a merchant, a legal entity under public law, or a special public law fund, Günzburg is the exclusive place of jurisdiction for all disputes arising from the contractual relationship.
13.3. If any provision of these terms is or becomes invalid, the validity of the remaining provisions shall not be affected.