Gene­ral busi­ness terms

(1) We can accept orders, as a propo­sal of contract conclu­sion, within two weeks after receipt unless the writ­ten purchase order states another dead­line or date.

(2) Contract is concluded by our writ­ten accep­tance of order unless other­wise agreed in writ­ten form. Our writ­ten accep­tance of propo­sal and poten­tial amend­ments and side agree­ments deter­mine the subs­tance and scope of supply to be provi­ded by us.

(3) Amend­ments and side agree­ments require our writ­ten appr­oval for validity.

(1) Docu­ments espe­ci­ally descrip­ti­ons, graphs, data storage media and samples provi­ded by the custo­mer in course of the purchase order are meant to be within the tole­ran­ces of the appli­ca­ble stan­dards and other regu­la­ti­ons and alter­na­tively the gene­ral accepted norms of tech­no­logy unless the custo­mer requi­res smal­ler tole­ran­ces and we accept this in writ­ten form.

(2) We keep title and copy­right of all our descrip­ti­ons, graphs, data storage media, samples and cost esti­ma­tes provi­ded to the customer.

(3) This also applies for docu­ments in writ­ten form and data files trans­mit­ted. None of our docu­ments shall be provi­ded to third parties unless we have previously agreed in writ­ten form.

(4) Writ­ten docu­ments and data storage media provi­ded by us shall be retur­ned on our request. Writ­ten docu­ments and data storage media provi­ded to us shall be retur­ned on custo­mers request as well. We use docu­ments provi­ded by the custo­mer exclu­si­vely for order processing.

(5) All infor­ma­tion obtai­ned or crea­ted, records and their sources are subject to confi­den­tia­lity and will only be used for the proces­sing of orders. These will not be disc­lo­sed to third parties (unin­vol­ved in the process) without prior infor­ma­tion of the custo­mer and only with the custo­mer’s consent. The custo­mer shall be infor­med in advance of the infor­ma­tion that we intend to make freely acces­si­ble. All other infor­ma­tion is conside­red proprie­tary infor­ma­tion and shall be regarded as confi­den­tial, unless the infor­ma­tion is made publicly available by the custo­mer itself or unless other­wise agreed with the custo­mer in advance (e.g. for the purpose of respon­ding to complaints). If we are requi­red by law or autho­ri­sed by contrac­tual agree­ments to release confi­den­tial infor­ma­tion, the custo­mer or indi­vi­dual concer­ned shall, unless prohi­bi­ted by law, be noti­fied in advance of the infor­ma­tion provi­ded. Infor­ma­tion about the custo­mer obtai­ned from sources other than the custo­mer (e.g. complainant, regu­la­tors) as well as the sources of infor­ma­tion them­sel­ves, will also be regarded as confi­den­tial between the custo­mer and us. The infor­ma­tion and the source of the infor­ma­tion shall not be shared with the custo­mer without their consent.

(1) We reserve the right to imple­ment tech­ni­cal chan­ges and impro­ve­ments to the object of purchase in course of tech­ni­cal impro­ve­ments or due to legal requirements.

(2) Special notice to the custo­mer is not requi­red unless the tech­ni­cal chan­ges result in chan­ged prices or functions.

(1) Our prices apply ex works inclu­ding on-site loading exclu­ding pack­a­ging and unloa­ding unless other­wise agreed in writ­ten form. Our prices apply for the object of purchase with regard to subs­tance and scope of supply and deli­very terms agreed in our accep­tance of order or a writ­ten side agree­ment. Addi­tio­nal or special services are char­ged to the custo­mer accor­ding to usual dome­stic market prices unless other­wise agreed.

(2) All of our propo­sal prices are net prices. The appli­ca­ble value added tax is included in the invoice.

(3) Payment is due within 30 calen­dar days after deli­very and receipt of invoice unless other­wise agreed in writing.

(4) Discounts are not allo­wed unless other­wise agreed in writ­ten form.

(5) We are autho­ri­sed to include a down payment of 50% in our accep­tance of order if the orde­rer is our custo­mer for the first time. In case the down payment is not execu­ted with 10 working days, we are autho­ri­sed to with­draw from the contract.

(6) We reserve our right to adequa­tely change the propo­sal prices due to chan­ges in cost of labour, mate­ri­als and distri­bu­tion costs, if deli­very is reques­ted later than three months after contract conclu­sion unless other­wise agreed in writing.

Orde­rer is only entit­led to the right of reten­tion if his coun­ter­claim is based on the same contrac­tual relationship.

(1) Times of perfor­mance (dead­lines and dates) are only binding if agreed in writing. Agreed times of perfor­mance are conside­red to be met by us if the object of purchase has left our works before this time elap­ses or – in case of deli­very on call – readi­ness for ship­ment is declared expli­citly to the orderer.

(2) We are autho­ri­sed to extend times of performance

1. if the orde­rer fails to meet agreed terms of payment espe­ci­ally if agreed down payments are late

2. if the orde­rer fails to provide docu­ments, graphs, data storage media and samples neces­sary for our services and deli­very terms or poten­ti­ally compon­ents of the purchase object to be provi­ded by the orde­rer imme­dia­tely and comple­tely after our request

3. in case of subse­quent chan­ges of the order unless the change is to imma­te­rial to justify an exten­sion to the time of performance

4. in case of force majeure, unfo­re­seeable inter­rup­ti­ons to opera­ti­ons in the course
of labour dispu­tes, problems in mate­rial procu­re­ment, delay in deli­very of our suppli­ers and other unpre­dic­ta­ble obsta­cles not controll­able by us, if these demons­tra­bly and mate­ri­ally affec­ted our busi­ness perfor­mance or deli­very terms.

(3) We are not liable for obsta­cles accor­ding to para­graph 2 No. 4, even though if we were alre­ady in delay by occur­rence. We will inform the custo­mer about the begin­ning and ending of such obstacles.

(4) If we do not meet the times of perfor­mance due to one of the reasons acc. to para­graph 2 No. 1 – 4 or another reason we are not liable for, orde­rer is not entit­led to claim for a contrac­tual penalty or a compen­sa­tion for dama­ges, neither to termi­nate nor with­draw from the contract or revoke it in any other possi­ble way.

(1) Risk of acci­den­tal loss or impair­ment passes to the orde­rer as the ship­ment commen­ces or at the latest when leaving our factory if the object of purchase is ship­ped to the orde­rer or a third party on request of orde­rer, irre­spec­tive of ship­ment from place of full­fill­ment or another place or who is bearing trans­por­ta­tion costs.

(2) Risk of acci­den­tal loss or impair­ment passes to the orde­rer with hando­ver of the object of purchase if the orde­rer or an autho­ri­sed repre­sen­ta­tive picks it up from our factory even though the object of purchase is still in our factory at this point in time.

(1) We reserve our right of title of the purchase object until complete payment of all claims resul­ting from the respec­tive contract.

(2) This condi­tio­nal sale applies to all future orders even so if not expli­citly invo­ked by us. We are autho­ri­sed to claim for return of the object of purchase if the buyer’s payments are delayed.

(3) As long as the title has not been trans­fer­red, the buyer is obli­ged to handle the object of purchase carefully. In parti­cu­lar, he is obli­ged to set up an insu­rance policy against thie­very, fire and water damage for the net purchase price at his own cost. Poten­tial inevi­ta­ble main­ten­ance and inspec­tions are to be perfor­med by the orde­rer in time and at his own cost.

(4) As long as the title has not been trans­fer­red, the buyer is obli­ged to inform us imme­dia­tely when the object of purchase is seized or expo­sed to other measu­res of a third party. If the third party is unable to reim­burse our cost in course of an lawsuit accor­ding to § 771 ZPO, the orde­rer is liable for this cost.

(5) Despite the title reten­tion, the orde­rer is autho­ri­sed to resell the object of purchase in his ordi­nary course of busi­ness. Receiv­a­bles from third parties resul­ting from this sale are conveyed to us with the amount of the agreed gross purchase price by now. This convey­ance applies regard­less of whether the object of purchase was sold to the third party unch­an­ged or after hand­ling, proces­sing or other transformation.

(6) Orde­rer is entit­led to coll­ect his receiva­ble despite of the convey­ance. Our right to coll­ect the receiva­ble by oursel­ves remains unaf­fec­ted. We will not coll­ect the receiva­ble as long as the orde­rer is not in payment delay and bank­ruptcy is not filed.

(7) As long as title has not been trans­fer­red all hand­ling, proces­sing or other trans­for­ma­tion is perfor­med on our behalf. The expec­tant right of the orde­rer for the origi­nal object of purchase persists in the trea­ted, proces­sed or other­wise trans­for­med object.

(8) If the object of purchase is proces­sed toge­ther with other exter­nal objects, we acquire the joint owner­ship of the new object propor­tio­nally to the market value of our object of purchase in rela­tion to the market value of the exter­nal objects at the date of processing.

(9) This applies also for amal­ga­ma­tion. If our object of purchase is to be seen as main part of the amal­ga­ma­tion, it is agreed that the orde­rer trans­fers propor­tio­nal joint owner­ship and keeps it safe on our behalf as long as our title reten­tion persists.

(1) The obli­ga­ti­ons accor­ding to § 377 HGB apply for the orderer’s poten­tial claim for warranty.

(2) All warranty rights expire within 24 months after deli­very of the object of purchase. We assume that the object of purchase has not passed through more than one million produc­tion cycles within this period unless other­wise agreed on with the orde­rer or the end custo­mer. If a third party is entit­led to warranty claims, his claims are not affec­ted by these terms and condi­ti­ons. Legal limi­ta­tion of time applies to all claims for damage compen­sa­tion resul­ting from inten­tion or gross negli­gence as well as for all viola­tion of life, body and health resul­ting from an inten­tio­nal or gross care­less viola­tion of duty.

(3) If the object of purchase is defec­tive despite all our exer­cised care, we will provide supple­men­tary perfor­mance of our own choice by way of correc­tion of the defect or repea­ted deli­very of the object of purchase without defects, unless the orde­rer failed to comply with his obli­ga­ti­ons acc. to § 377 HGB at all or in time. Orde­rer is obli­ged to set an adequate time limit for supple­men­tary performance.

(4) Warranty claims are not valid in case of

1. imma­te­rial devia­ti­ons from the agreed quality,

2. imma­te­rial inter­fe­rence of usability,

3. natu­ral erosion or dete­rio­ra­tion assum­ing that the object of purchase is not invol­ved in more than one million produc­tion cycles within 24 months

4. dama­ges after trans­fer of risk due to gross negli­gence, exces­sive load, use of inap­pro­priate lubri­cants or other opera­ting resour­ces or other exter­nal impacts not contrac­tually agreed on.

5. repairs or other inter­ven­ti­ons by the orde­rer or third parties.

(5) Claims of the orde­rer resul­ting from cost in course of the supple­men­tary perfor­mance in parti­cu­lar mate­rial, labour and trans­por­ta­tion costs are not autho­ri­sed. Aalen is place of supple­men­tary performance.

(6) If a claim is made to the orde­rer by a third party, he is only entit­led to claim against us in line with these gene­ral term and condi­ti­ons, regard­less of his own obligation.

(7) We do not accept warranty claims if the object of purchase cannot be resold to speci­fic buyers or to speci­fic count­ries, due to poli­ti­cal requi­re­ments or legal regulations.

(1) All contracts concluded accor­ding to these gene­ral terms and condi­ti­ons, as well as in case of a busi­ness title resul­ting from this, the complete privity of contract are exclu­si­vely under German law exclu­ding the United Nati­ons Conven­tion on Contracts for the Inter­na­tio­nal Sale of Goods (CISG).

(2) Place of fulfilm­ent and exclu­sive juris­dic­tion for all lawsuits resul­ting from this contract is the regis­tered office of the DSM-Mess­tech­nik GmbH, unless other­wise expli­citly agreed in our accep­tance of order.

(3) All agree­ments concluded between the contract parties are codi­fied by these gene­ral terms and condi­ti­ons, our propo­sal and our accep­tance of order. Verbal side agree­ments are only valid with our writ­ten approval.