1. General

1.1 These Terms and Conditions apply exclusively to business transactions with companies, legal entities under public law and special funds under public law. The statutory provisions apply to business transactions with consumers.

1.2 These Terms and Conditions apply to all services supplied by our Service Division. This includes maintenance, repair, installation and training. Services relating to repair are those that are commissioned outside the warranty. All our services are subject to these Terms and Conditions, without requiring express reference to them. Unless otherwise agreed, the terms and conditions in the version valid at the time of the Customer's current order or at least in the version last communicated in text form shall also apply as a framework agreement for similar future contracts, without having to refer to them again in each individual case.

1.3 These Terms and Conditions shall apply exclusively. Any deviating, conflicting or additional terms and conditions of the Customer will become an integral part of the contract only insofar as we have expressly agreed to this. This requirement of consent shall apply in every case, even, for example, where we render services in full knowledge of the Customer's terms and conditions without reservation.

1.4 Any individual agreements made with the Customer (including additional or supplementary agreements or amendments) shall always take precedence over these Terms and Conditions. Subject to evidence to the contrary, a written contract or written confirmation on our part shall be decisive for the content of such agreements.

1.5 Legally relevant declarations and notifications of the Customer with regard to the contract (e.g. setting a deadline, notification of defects, recession or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in cases of doubt as to the declarer's authorization, shall remain unaffected.

1.6 We shall be entitled to transfer our rights and obligations under this contract to third parties, in particular legal successors or group companies. The Customer hereby gives his consent to this.

1.7 References to applicable law and the validity of the statutory regulations are only for clarification purposes. Even without such clarification, the statutory provisions apply, unless directly modified or expressly excluded by these Terms and Conditions.

2. Conclusion of the Contract

2.1 Our offers are always subject to change and are non-binding. This also applies if we have provided the Customer with catalogues, technical documentations (e.g. drawings, plans, calculations, references to DIN) other product descriptions or documents – also in electronic form – for which we reserve all ownership and copyrights. Any Customer's order is deemed to be a binding offer.

2.2 The contract shall be concluded on our written order confirmation or by rendering the services to the Customer in accordance with the order.

2.3 If changes are requested after the order confirmation, their acceptance is at our discretion; additional costs will generally be charged. The Customer accepts this offer at the latest with the acceptance of the rendered services according to his change requests.

3. Prices

3.1 The prices for services are based on actual expenses. Final invoicing shall take place after completion of the services in accordance with the actual expenses, based on the indicative prices and items (hourly rates, expenses, travel costs, etc.) stated in the order confirmation. If and insofar as some items are not listed in the order confirmation, but are actually incurred, they will also be taken into account in the final invoice (surcharges for night work, weekend work and overtime; accommodation, etc.).

3.2 If the service includes a delivery (e.g. after repair), the prices quoted in this regard are, unless otherwise stated in the order confirmation, ex works from the named supply plant, excluding packaging, plus VAT at the statutory rate. Any duties, fees, taxes and other government levies are payable by Customer. The sum for the packaging costs corresponds to one percent of the net value of the goods.

3.3 In case the goods will be shipped to another destination at the request of the Customer (Sales Shipment), the Customer shall bear the transportation costs from the named supply plant and the costs of any transport insurance requested by the Customer.

3.4 Costs for services rendered outside of our company headquarters (travel expenses, out-of-pocket expenses and other expenses) will be invoiced according to our prices valid at the time of rendering the service. Our prices can be communicated to the Customer in advance on request and will be shown separately on the invoice. Our prices notified are net values plus the statutory value added tax at the rate applicable at the time.

4. Delivery, Transfer of Risk, Default in Acceptance

4.1 In case of maintenance, repair or installation services in our plant, the dispatch of the item (= owed work) is made from our plant, which is also the place of performance for the services and any rectification of defects. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular the transport company, transport method and packaging).

4.2 In case of repairs outside our factory, the risk of accidental loss and accidental deterioration of the work shall pass to the Customer at the latest upon written acceptance. The commissioning of the work or parts of the work shall also be deemed as acceptance. Acceptance shall also be deemed to have taken place if the Customer does not refuse acceptance within a set, reasonable period of time, stating at least one defect. Acceptance shall be deemed rendered if the Customer refuses the offered service (Delay in Acceptance).

4.3 If the Customer is in Delay of Acceptance or fails to carry out required cooperation, or if our services are delayed for other reasons for which the Customer is responsible, we shall be entitled to demand compensation for the resulting damage. For this we charge a lump sum compensation in an amount equal to 0.5% of the order value per week, with a maximum of 10% of the order value, beginning with the due date of the acceptance or the act of cooperation respectively the occurrence of the reason for delay. Our right to demonstrate that we have incurred greater damage and our other legal rights (especially for additional expenses, reasonable damage, termination of contract) remain unaffected; however, the lump sum damage as described above shall be included in any further monetary claims. The Customer has the right to provide evidence that we have not incurred any damage or considerably lower damage than the above lump sum.

4.4 We are entitled to partial performance at any time, if this does not result in an unreasonable disadvantage for the Customer.

5. Ownership and Copyright of Documents and Aids

We reserve retention of title and copyright on all offers and quotes submitted by us as well as on any drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids provided to the Customer. Without our express consent Customer may not make these objects or their content accessible to third parties and may not have them used or reproduced, either by himself or by third parties. Upon our request, Customer must return any such above-mentioned objects to us in their entirety and destroy any copies made if they are no longer required in the regular course of business or if negotiations do not result in conclusion of a contract. The storage of data provided by electronic transmission is excepted for the purpose of conventional data backup.

6. Delivery Time

6.1 Deadlines and timeframes for services given by us are at all times only approximate, unless a fixed period or deadline has been explicitly accepted or agreed. The qualification of our being in default on rendering the services shall be determined in accordance with the statutory provisions. In case of repair, installation or maintenance, a reminder by the Customer shall be necessary. In addition, enforcement of any rights pursuant to non-compliance with dates of services shall only be allowed after a reasonable grace period of at least 21 working days.

6.2 Any fixed dates or fixed deadlines shall be defined in the service description and shall be binding by agreement in writing or text form.

6.3 If it is not possible for the Customer to accept the services on such a date agreed for reasons for which we are not responsible, the Customer is obliged to inform us of this immediately and to reimburse the (additional) costs incurred.

6.4 If we are obliged to pay damages for delay in performance, the Customer may demand a lump sum compensation for delay in the amount of 10% of the agreed gross remuneration. In this case, a further claim for damages is excluded. The proof that no damage or less damage than the claimed lump sum has occurred remains unaffected for us.

6.5 Where and to the extent we are unable to meet binding agreements or dates of services for reasons for which we are not responsible (Non-Availability of Services), we will inform the Customer without any undue delay and, at the same time, provide the new expected date of services. If the services are still not available within the new period, we shall be entitled to withdraw from the contract in whole or in part; we will reimburse the Customer without any undue delay for any consideration already paid. Any claims for damages by the Costumer shall be excluded.

Non-Availability of Services includes, but is not limited, to (i) cases of Force Majeure or other events which were not foreseeable by us at the time the contract was concluded and that are outside of our reasonable control (e.g. natural disasters of any kind, such as earthquakes, bad weather, floods, volcanic eruptions; pandemics; epidemics; plagues; war; acts of war or terror; riots; unrest; civil or national state of emergency; governmental actions; strikes; lawful lockouts; sustained traffic disruptions such as traffic routes being blocked; official measures; export restrictions or bans; prolonged break-down of information systems or energy; operational disruptions through no fault of ours) or (ii) where our supplier does not provide the delivery on time if a congruent hedging transaction has been concluded or (iii) in case of a Non-Availability of Delivery or Service on the part of the supplier.

6.6 The rights of the Customer according to Section 11 of these Terms and Conditions and our statutory rights, in particular in case of exclusion from our obligation to perform (e.g. due to impossibility or impracticability of performance or rectification of defects) shall thereby remain unaffected.

7. Obligation to cooperate

7.1 The Customer is obliged to support our personnel in rendering the services to the best of its ability and at its own expense. In particular, the Customer shall provide our personnel with auxiliary staff, auxiliary materials and auxiliary supplies, such as gas, water and electricity with the respective connections, as well as consumables and operating materials free of charge.

7.2 The Customer shall grant our personnel access to all machines, buildings and plants of the Customer during the agreed business hours or operating hours, insofar as this is necessary for the provision of the services. The Customer shall immediately provide our personnel with any necessary information about the machines, buildings and facilities affected by the agreed services and shall make the relevant data and documents available

7.3 As far as necessary for the provision of the services, the Customer has to provide our personnel with all necessary devices and heavy tools as well as lifting vehicles free of charge.

7.4 The Customer must take all necessary measures to protect property and persons. In addition, our personnel must be informed by the Customer of existing special safety regulations, insofar as these are relevant to the provision of the services. Furthermore, the Customer must ensure that our personnel complies with these regulations and inform them immediately in the event of violations.

7.5 The Customer shall name and provide a contact person for our personnel at the place of provision of the services.

7.6 The Customer is responsible for the proper disposal of all problematic materials and waste produced during the provision of the services.

7.7 The Customer must ensure that the services can be rendered immediately after arrival of our personnel and can be completed without undue delay.

7.8 The Customer and his personnel are obliged to truthfully provide the information required for the provision of the services and to make all necessary information and documents available to us and our personnel.

7.9 Our personnel shall be provided with rooms by the Customer which can be locked for the storage of the tools as well as suitable and heated recreation rooms.

7.10 If the Customer requires additional maintenance of third-party products within the scope of maintenance (e.g. if third-party products are installed in a plant), the Customer must ensure to fulfil all the above obligations to cooperate also with regard to these (third-party) components.

7.11 If the Customer violates one of the aforementioned obligations to cooperate and if this results in additional expenses for us, the Customer shall reimburse us for these additional expenses. The basis for the calculation of this additional expenditure are our respectively valid price lists. This also applies if a fixed price has been agreed.

8. Additional Terms and Conditions for training

8.1 We provide training and instruction services, if agreed or required. Such services are generally performed at one of our company locations, unless otherwise agreed between us and the Customer. Such an agreement must be made in writing or in text form.

8.2 Any cancellation of training or instruction services by the client must be received by us in writing or in text form at least seven days before the date of service agreed in accordance with Section 6.2. If the cancellation notice is not received or is received at a later date, the Customer will be charged the full training fees. Section 6.3 shall apply additionally.

8.3 The handling of all training documents, presentations and other media and aids is subject to Section 5.

9. Payment, Due Date of Renumeration

9.1 Payment must be made by bank transfer. Invoicing is in EUROS; currency risks are borne by the Customer. The Customer is only entitled to set off or retention if counterclaims have been legally established or are undisputed. In the event of defects in the provision of services, the Customer's counter-rights shall remain unaffected, in particular in accordance with Section 10.4 clause 2 of these Terms and Conditions.

9.2 Renumeration shall be due and payable within 14 days of the date of invoice and provision of the services. However, even within an ongoing business relationship, we are entitled at any time to render the services in whole or in part only against prepayment. We will declare a corresponding reservation at the latest with our order confirmation. Upon expiration of the above-mentioned term of payment, the Customer will be in default.

9.3 Interest shall accrue on the renumeration amount per the applicable statutory default interest rate for the duration of any payment default. We reserve the right to claim compensation for further damage caused by default. Our right to claim as per the statutory commercial maturity interest shall remain unaffected.

9.4 We are entitled to withhold further provision of services, even if the date of services has already been agreed, until all due claims relating to the same legal relationship have been settled in full, without the Customer being entitled to any kind of compensation.

9.5 Payments shall be deemed to be made in the sequence specified by the applicable law; any deviating sequence determined by the Customer is invalid. Any agreed discounts will only be applied if no other invoice was due at the time of payment

10. Warranty for Defects

10.1 The rights of the Customer in the event of defects (including incorrect deliveries as well as improper installation, maintenance, repair or faulty installation instructions) shall be governed by the statutory provisions, unless otherwise stipulated below.

10.2 The basis for any claim for defects shall first and foremost be the agreement as to condition/quality of the work. Insofar as an agreement as to the condition/quality of the work has not been agreed upon, the statutory provisions shall determine whether a defect exists or not. However, we assume no liability for public statements of any third parties (e.g. advertising statements).

10.3 If the rendered services are defective, we may remedy said defect by means of removing the defect (repair) or by producing a new work (replacement production) at our discretion. Our statutory right to refuse remedy remains unaffected.

10.4 We are entitled to make any remedy conditional on payment of the renumeration amount by the Customer. However, the Customer is entitled to retain a reasonable portion of the renumeration amount in proportion to the defect.

10.5 The Customer shall allow us the necessary time and opportunity for due remedial performance and shall in particular hand over the work concerned for inspection. In the case of a replacement production, the Customer shall return the defective work as required by law.

10.6 We shall bear the expenses necessary for the remedy, in particular transport, travel, labour and material costs. If the Customer has installed a defective item in another item or mounted it in another item in accordance with its type and intended use, we shall reimburse the Customer for the necessary expenses for removing the defective item and for installing or mounting the repaired or delivered defect-free item; however, we must first be granted the opportunity to remove and install the concerned item. In such case awareness of the Customer takes place not upon conclusion of the contract, but instead upon installation or mounting of the defective item by the Customer. If there is no defect present, we may demand reimbursement from the Customer for the costs arising from the unjustified request to remedy the defect (in particular testing and transport costs), unless the lack of defectiveness was not apparent to the Customer.

10.7 The Customer may withdraw from the contract or reduce the renumeration amount if the remedy fails or if a reasonable deadline for the remedy set by the Customer expires unsuccessfully or is not required according to the statutory provisions. There shall, however, be no right to withdraw in case of a minor defect.

10.8 Also in the case of defects, any claims of the Customer for damages or reimbursement of incurred expenses shall only be granted in accordance with Section 11 and are otherwise excluded.

11. Other Liabilities

11.1 Unless otherwise set out in these General Terms and Conditions including the following provisions, we shall be liable for breach of contractual and non-contractual obligations in accordance with the statutory provisions.

11.2 We shall be liable for damages – irrespective of their legal grounds – in cases of intent or gross negligence. Subject to a more lenient standard of liability in accordance with statutory provisions (e.g. for diligence in our own affairs), in the event of simple negligence we shall be liable only

(a) for damages resulting from injury to life, body or health,
(b) for damages resulting from the breach of material contractual obligations (obligations of which the proper fulfilment constitutes a condition sine qua non and on the fulfilment of which the contractual party regularly relies and may rely); in this case our liability is however limited to the reimbursement of the foreseeable, typically occurring damages.

11.3 The limitations of liability resulting from Section 11.2 shall also apply to breaches of duty by or in favour of persons for whose damage we are responsible in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods as well as for claims of the Customer under the Product Liability Act.

11.4 In case of a breach of duty, which is not a deficiency in quality or title, the Customer shall only be entitled to withdraw from or terminate the contract if we are liable for said breach. An unrestricted right of termination on the part of the Customer is excluded. For all else, the statutory requirements and legal consequences shall apply.

12. Limitation Period

12.1 Claims for defects, with the exception of claims for damages, shall come under the statute of limitations within twelve months from delivery. If acceptance of goods has been agreed upon, the limitation period commences upon acceptance. To claims for damages Section 12.3 shall apply.

12.2 If the respective work is a building or a service that has been used for a building in accordance with its normal use and which has caused its defectiveness (building material), the limitation period of the statutory regulation shall be five years from the date of delivery. Other special statutory regulations on the statute of limitations remain unaffected.

12.3 The statutory limitation periods shall also apply to any contractual and non-contractual claims for damages of the Customer, resulting from a defect in the services, unless the application of the regular statutory limitation period would result in a shorter limitation period in the specific instance. However, claims for damages of the Customer pursuant to Section 11.2 clauses 1 and 2 (a) above as well as the Product Liability Act shall exclusively be subject to the statutory limitation periods.

13. Arbitration, Applicable Law

13.1 Insofar as the contractual partners are merchants within the meaning of the commercial code, legal entities under public law or special public assets, all disputes arising out of or in connection with a contract based on these Terms and Conditions shall be settled, if possible, by friendly negotiation and in good faith by the parties. The same applies if the Customer is an entrepreneur. However, either party shall be entitled to finally resolve the dispute under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules. The place of arbitration shall be the capital city of the country in which the Customer has its registered office. The language of the arbitration shall be English. An arbitration award shall be final and binding on each party.
However, the judicial dunning procedure remains admissible. If the dunning procedure turns into litigation, this will take place before the ordinary court at our place of business.

13.2 The national laws at our place of business shall apply to these Terms and Conditions as well as to the contractual relationship with the Customer, to the exclusion of international uniform law, in particular the UN Sales Convention.


Version: November 2023