Terms & Conditions

A. General Conditions

1. Conditions of the contractor are hereby rejected. If special conditions are agreed for specific orders, these General Purchasing Conditions shall apply on a secondary and supplementary basis.

2. These conditions remain fully effective in all respects even if individual parts become ineffective.

B. Contract Performance

I. Place of Performance

The place of performance for the provision of services is the receiving point designated by us.

II. Time of Performance

1. The agreed final and intermediate deadlines for service provision are binding. If serious circumstances beyond the control of the contractor or his subcontractors or our fault compels the contractor to exceed a deadline, he must notify us of the circumstances immediately in writing. He can no longer rely on them if he fails to comply with this obligation.

2. Delays by subcontractors must be reported immediately in writing; they do not justify deadline overruns.

3. Unintentional loss of service components may only be claimed as grounds for deadline overrun by immediate proof of damage to the piece.

III. Scope of Services

1. For capital goods, the order also includes the delivery of microfilm-compliant technical documentation including manufacturing drawings and parts lists regarding the contractually agreed scope of services. Change requests must be followed by the contractor free of charge. If requested changes could adversely affect technical data, the contractor must inform us of this in writing.

2. The scope of services also includes the transfer of ownership of all technical documentation (including that of subcontractors), which must be prepared in German and in accordance with the international SI unit system, as well as other documentation required for new production, maintenance and operation.

3. The scope of services also includes freedom of the service to be provided and its use by us from third-party or contractor rights. This includes our authority to carry out repairs and modifications ourselves or have them carried out.

4. If the intended delivery or service scope is to be deviated from, the contractor is only entitled to additional claims or schedule changes if these are indicated and agreed in writing with the purchasing department before execution.

5. The contractor especially warrants that his delivery and service are functional and suitable for the intended purpose. He is obligated to inform himself independently about the relevant circumstances, especially existing prerequisites or special features at the construction or assembly site. Through acceptance or approval of submitted drawings, we do not waive warranty.

IV. Delivery and Storage

1. The specified shipping addresses must be strictly observed.

2. With the dispatch of each shipment, a delivery notice must be sent to us in duplicate with precise details of the delivered goods. Partial deliveries must be expressly marked as such. Order numbers, subject and other additional notes requested in the order must be included in the shipping papers. The consequences of incorrect, incomplete or late receipt of shipping papers are borne by the contractor.

3. Insofar as you have a claim for return of the packaging materials required for this shipment based on this order, all shipping documents must be marked with a clear notice. If the marking is missing, the empties will be destroyed immediately by us. Your return claim expires.

4. The contractor bears the transport risk.

5. Delivery notes must be submitted in duplicate.

6. The correct receipt of all shipments must be certified by the contractor or his authorized representative from the receiving point. Delivery to a location other than the receiving point designated by us does not result in transfer of risk to the contractor even if this location accepts the delivery.

7. For delivery free to receiving point, shipping and receiving connection charges as well as incidental charges and other expenses are borne by the contractor.

8. If items required to provide the service are stored on our premises, this is done at storage locations to be requested by us. The contractor bears full responsibility and risk for these items until transfer of risk.

V. Assignment, Transfer of Contract Execution

1. Without our prior written approval, the contractor may not transfer the execution of the contract, whether in whole or in part, to third parties. Even if approval is granted, the contractor remains fully responsible for contract performance. Subcontractors are to be named individually upon request.

2. For assignments based on an extended reservation of title, approval is deemed to be granted from the outset, but with the proviso that we reserve all rights against the assignee that would otherwise be available to us against the contractor.

VI. Withdrawal, Suspension

1. Subject to our rights in the event of breach of contract by the contractor, we are entitled to withdraw from the contract in whole or in part. In such a case, we are obligated to pay for all services provided to date and/or to fairly compensate for materials procured and work performed. We are also entitled to withdraw if insolvency or bankruptcy proceedings are initiated against the contractor's assets or if the contractor ceases payments. We have the right to take over material and/or semi-finished products including any special production equipment on reasonable terms. Further claims by the contractor are excluded.

2. We may at any time request temporary suspension (suspension) of services. At the contractor's request, a deadline for the suspension may be agreed.

C. Payment

1. Invoices must be submitted separately in duplicate including the documents required for inspection.

2. Performance provided before agreed deadlines or before agreed deadlines expire does not affect payment due date; it also entitles us to reject services.

3. Payment of the invoice is made within 14 days with 3% discount or at the end of the month following delivery or service and invoice receipt. Place of payment is the receiving point designated by us. Only agreed prices are paid; they are fixed prices.

D. Warranty for Material Defects

1. We have warranty claims for reduction, rescission and damages. We may also opt for repair or, at our reasonable discretion, replacement delivery. If we opt for repair or replacement delivery, the service provider must remove defects immediately in such a way that no costs are incurred by us. If an urgent situation exists, we are entitled to take the necessary measures at the expense of the contractor. This also applies if he does not comply with our request for repair or replacement; however, we may then assert our other rights instead. If we opt for damages, the contractor must compensate for damages that did not arise on the performance items themselves and are not covered by insurance taken out by him only if they are based on intent, gross negligence or failure to meet guaranteed properties or performance guarantees. This limitation of liability does not apply to statutory product liability claims.

2. The warranty extends to at least one year (for systems also during three-shift operation), for steel and piping construction for two years. If acceptance is agreed, the period begins with it. The period is extended by the time during which a system must be shut down completely or partially due to defects or their elimination. For repaired and replaced parts, the period begins to run anew. For defects complained of by us within the period, the period ends no earlier than six months after filing the complaint. The contractor waives the defense of belated notification of defects.

3. Regardless of the above provisions, the contractor is liable for claims arising from the use of the delivery in accordance with the contract resulting from the infringement of intellectual property and intellectual property rights (intellectual property rights) and indemnifies us and our customers from all claims arising from the use of such intellectual property rights.

4. The scope of warranty also includes compliance with legal requirements, in particular occupational safety and environmental protection, as well as recognized rules of technology. We have the right to inspect manufacturing at any time, object to improper execution and reject defective parts from the outset.

E. Jurisdiction

1. The place of jurisdiction is Remscheid (Germany).

2. German law applies exclusively to all legal relationships between us and the contractor.

Date: 01.09.2016