General Terms and Conditions for the Delivery of Products and Devices (Valid June 2021)

I. General Provisions

1. All our goods and services are subject to these Terms and Conditions and any separate contractual agreements. Different terms and conditions of purchase of the Buyer are not part of the contract, not even through acceptance of an order.
2. A contract is made—unless agreed otherwise—through our written order confirmation. Assured features must be explicitly specified as such in the order confirmation. Our offers are non-binding.
3. We retain all property rights and copyrights to any samples, cost estimates, drawings and similar information in physical and non-physical, including electronic, form; these may not be made accessible to third parties. Information and documents specified as confidential by the Buyer will only be made available to third parties by us with the permission of the Buyer.

II. Prices

1. Unless agreed otherwise, our prices apply ex works, excluding packaging. VAT must be added. Prices apply to the service scope listed in the order confirmation.
2. Additional or special services, especially if required due to change requests of the Buyer, are charged separately. Our prices are based on the price list valid on the order confirmation date.

III. Payment Conditions

1. Unless agreed otherwise, payments must be made on account without deduction.
2. In case of delays caused or requested by the Buyer, we may invoice the to-be delivered goods based on the originally-scheduled delivery date. The payment deadline is also based on this date.
3. The Buyer may only exercise rights of retention or assert counterclaims if the counterclaims are uncontested or legally established.
4. Should the Buyer fail to meet a payment deadline, we will charge default interest of 2% above the base rate.
5. Should the Buyer default on or suspend payments or protest a bill of exchange, we may obtain immediate payment of our entire claim, irrespective of the agreed due date. In all of the stated cases, we may also suspend further service performance until we receive advance payment or collateral and—if no advance payment or collateral is received within 2 weeks—withdraw from the contract without further notice. This is without prejudice to further claims.

IV. Delivery

1. Delivery periods and dates start when all specifics of the order have been agreed.
2. Should the Buyer request changes, delivery periods and dates start when we confirm the order in writing. If the Buyer must obtain documents, permits or approval or make down payments, delivery periods and dates start when these have been obtained or made. This does not apply where we are responsible for the delay.
3. Delivery dates and periods are only fixed if explicitly specified as such in the order confirmation.
4. Delivery periods are conditional on us being supplied on time. Imminent delays will be communicated as soon as possible.
5. Delivery periods are met if the goods leave our warehouse or are reported as ready to be shipped before the delivery period expires. Should acceptance be required, the date of acceptance or reporting readiness for acceptance applies—except in case of legitimate refusal of acceptance.
6. Force majeure and other events we cannot influence and that render delivery significantly more difficult or impossible exempt us from the obligations under the delivery contract; however, temporary hindrances only exempt us for the period of hindrance plus an appropriate lead time. We will inform the Buyer of the beginning and end of such circumstances as soon as possible. Where postponement is unreasonable, the Buyer may withdraw from the contract through an immediate written statement after hearing us.
7. Where shipment or acceptance of goods is delayed for reasons for which the Buyer is responsible, the costs caused by the delay will be charged to the Buyer starting 1 month after readiness for shipment or acceptance has been reported.
8. The Buyer may withdraw from the contract without notice if performance becomes impossible for us before the transfer of risk. The Buyer may also withdraw from the contract if performance of part of the delivery of an order becomes impossible and the Buyer has a legitimate interest in the refusal of a partial delivery. Where this does not apply, the Buyer must pay the contractually-agreed price applicable to the partial delivery. Apart from that, Section VIII applies.
9. Where performance becomes impossible during default on acceptance or the Buyer is solely or primarily responsible for these circumstances, payment from the Buyer will still be required.
10. Where the Buyer—in consideration of the exceptions permitted by law—sets us an appropriate delivery deadline that is not met, the Buyer may withdraw from the contract as permitted by law.
11. Further claims based on default on delivery are governed exclusively by Section VIII of these Terms and Conditions.
12. For custom ribbons and colour foils, we reserve a 10% excess or short delivery.

V. Transfer of Risk, Acceptance

1. Risk is transferred to the Buyer when the goods leave the warehouse. This also applies in case of partial delivery or where we handle services, such as shipping, delivery or setup. Should acceptance be required, risk is transferred upon acceptance. Goods must be accepted without undue delay on the date of acceptance or after we report readiness for acceptance. Insignificant defects do not permit the Buyer to refuse acceptance.
2. Where shipment or acceptance is delayed or not performed due to circumstances for which we are not responsible, risk will be transferred to the Buyer on the date on which readiness for shipment or acceptance is reported. In this case, we may grant the Buyer a grace period of 8 days after which we may withdraw from the contract or obtain compensation for non-performance. We will charge the damages incurred. Alternatively, we may claim 20% of the price of the delivery as compensation, unless the Buyer proves that we incurred no or significant fewer damages. Any requested insurance will be provided at the expense of the Buyer.
3. Partial deliveries are permitted where reasonable for the Buyer.

VI. Retention of Title

1. We retain title to all delivered goods (hereinafter referred to as “goods subject to retention of title”) until the price of the goods subject to retention of title and other current or future claims under the business relationship with us are, irrespective of the legal grounds, paid or settled by the Buyer.
2. Goods may be insured against theft, breakage and fire, water or other damage at the expense of the Buyer, unless such insurance is verifiably provided by the Buyer.
3. The Buyer may only resell, process or combine goods subject to retention of title with other objects (hereinafter also referred to as “resale”) through the ordinary course of business. Other disposal of goods subject to retention of title is not permitted. Goods subject to retention of title may especially not be pledged or provided to third parties as collateral. The Buyer must immediately inform us of any attachment or confiscation by third parties. Any costs of intervention must be borne by the Buyer.
4. The Buyer hereby assigns to us any claims against buyers of the Buyer for the invoice amount of any sold goods subject to retention of title. We accept this assignment. These assigned claims secure our claims to the same extent as the goods subject to retention of title. Resale is only permitted to the Buyer under the condition that any resulting claims are transferred to us.
5. If goods subject to retention of title are sold for a total price with other goods not delivered by us, the claim from the sale is assigned to us for the invoice value of the sold goods subject to retention of title. If goods subject to retention of title are combined with other chattels to become an essential part of a uniform object, we will, even if the other object is considered the main object, acquire co-ownership of the uniform object at the ratio of the value of our delivered goods subject to retention of title to that of the other object at the time of combination. The Buyer must keep the resulting object for us with the diligence of a prudent businessperson. The provisions applicable to goods subject to retention of title apply.
6. If an assigned claim is added to a current account, the Buyer hereby assigns the part of the balance, including the final current account balance, to us.
7. If the value of our collateral exceeds that of the secured claims by more than 20%, we must release the collateral at our discretion if requested by the Buyer.
8. The Buyer may collect claims assigned to us until such collection authority is withdrawn. We may withdraw such collection authority if the Buyer fails to meet payment obligations under the business relationship with us or we learn of circumstances that may significantly affect the Buyer’s creditworthiness. In case of withdrawal, the Buyer must, if requested by us, disclose any assigned claims and their creditors, provide any information and documents necessary for collection and inform the creditor of the assignment. We may also inform the creditor of the assignment.
9. Should the Buyer commit a breach of contract, especially by defaulting on a payment, the delivered object may be reclaimed by us with prior notice and must be surrendered by the Buyer. Due to the retention of title, we may only reclaim the delivered object if we withdraw from the contract.

VII. Warranty Claims

1. Should a delivered object have material defects caused by circumstances before the transfer of risk, we will cure the defect through, at our discretion, rectification or replacement. Replaced parts will become our property.
2. To enable us to provide required rectification and replacement, the Buyer must grant us the necessary time and opportunity in coordination with us; otherwise, we are exempt from liability for any resulting consequences. Only in urgent cases of risk to operational safety or to avoid disproportionate damage—of which me must be informed immediately—may the Buyer cure or have the defect cured by a third party and have the costs refunded by us.
3. Of the direct costs resulting from rectification or replacement, we will—if the complaint is legitimate—bear the costs of the replacement part, including shipping. We will also bear the costs of removal, installation and of necessary fitters and assistants, including travel costs, unless unreasonable.
4. Should rectification or replacement fail, the Buyer may withdraw from the contract. In case of insignificant defects, the Buyer may only reduce the contract price.
5. Further claims are governed by Section VIII of these Terms and Conditions.
6. We are especially not liable in the following cases:
   • Unsuitable or improper use, incorrect assembly or commissioning by the Buyer or third parties, natural wear, incorrect or negligent treatment, improper maintenance, unsuited equipment, inadequate construction work, unsuitable soil, chemical, electrochemical or electrical influences for which we are not responsible.
   • Defects of consumables obtained from third parties, especially incorrect specifications of consumables and other defects caused through use of consumables by the object delivered by us.
   • Improper rectification by the Buyer or a third party. In this case, we are not liable for the resulting consequences. The same applies to changes to the delivered object made without our prior permission.

VIII. Liability

1. Claims to compensation for damages are, irrespective of the type of breach of duty, including unlawful acts, excluded, unless stated otherwise below or except in case of intent or gross negligence.
2. In case of a material breach of contract, we are liable for any negligence, though limited to foreseeable damages. Claims to lost earnings, saved costs, from third-party damages or based on other indirect or consequential damages are excluded, except where a guaranteed feature is intended to protect the Buyer from these specific damages.
3. The liability limitations and exclusions Subsection 1 and 2 do not apply to claims based on fraud by us or to liability for a guaranteed feature, claims under the German Product Liability Act [Produkthaftungsgesetz (ProdHaftG)] or to injury to life, limb or health.
4. Liability for default on delivery is, if explicitly agreed, limited to 0.5% per week or, in total, 5% of the value of the delivery not made in time or as contractually-agreed due to the delay.
5. Where our liability is excluded or limited, the same applies to the liability of our employees, representatives and vicarious agents.

IX.  Limitation

1. In case of 8 hours of average daily use of our goods, warranty claims of the Buyer expire 12 months after delivery, after 6 months in case of 16 hours of average daily use and after 3 months in case of 20 or more hours of average daily use, unless we are proven to have fraudulently concealed a defect. This does not apply to wear parts. In case of non-acceptance or non-commissioning, warranty claims expire, at the latest, 12 months after receipt or notice of readiness for shipment.

2. Any other claims of the Buyer—irrespective of the legal grounds—expire after 12 months. Claims to compensation for damages under Section VIII are subject to the limitation prescribed by law.

X. Place of Performance, Place of Jurisdiction, Applicable Law

1. The place of performance and the place of jurisdiction is Würzburg, Germany. We may also sue the Buyer at any other place of jurisdiction.
2. The contract and its performance are governed by the law of the Federal Republic of Germany under exclusion of international conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. Should individual provisions of these Terms and Conditions be ineffective, partially ineffective or unenforceable, this will not affect the effectiveness of the remaining provisions. In place of the ineffective, partially ineffective or unenforceable provision, the Parties must agree on a provision that most closely reflects the purpose and intent of the ineffective, partially ineffective or unenforceable provision.