GENERAL CONDITIONS OF SALE AND DELIVERY ; WORK AND SERVICES

 

I  General

1. The following conditions apply to all of our consultations, offers, sales and deliveries
  between us and our customer. Conditions of purchase of our customers, ours  

   conditions or the legal regulations in whole or in part, is hereby

    expressly contradicted. They will not become part of the contract even if we are aware of them
   perform the service under conflicting conditions. The following conditions also apply to
  all future business relationships, even if they are not expressly agreed again,
  insofar as our customer knew them or should have known them from an earlier business relationship.

2. Verbal ancillary agreements do not exist. Deviating from these conditions in individual cases

   Agreements, in particular with our agents, are only valid if we have confirmed them in writing 
  binding.

 

II. Offer and conclusion of contract

1. Our offer is always non-binding. Contracts, including those at trade fairs or through ours

   Agents come only in accordance with our written order confirmation and only with their

   access to our customer. Our advertising documents and brochures have none

   legally binding.

2. We retain ownership and rights to illustrations, drawings, calculations and other documents 
  copyright before. This also applies to such written documents that are marked as "confidential". 
  Before passing them on to third parties, our customer requires our express written consent.

3. The nature of the subject matter of the contract is exclusively stated in our offers, order

   confirmations and related documents, without these constituting a guarantee within the meaning of
  § 443 BGB represents.

4. Insofar as guarantees are assumed on our part, these are not to be understood as guarantees in the sense 
   of § 443 BGB, but as independent guarantee promises.

 

III. Deliveries and delivery times

1.  Delays are not at our expense if our customer fails to meet his or her obligations to cooperate  
   does not comply in time, in particular if he is responsible for official approvals, execution plans  
   Documents for the specification of the subject of the contract, clarification of all technical details and
   has to make down payments.

2. If, after the conclusion of the contract, there are indications that the performance of our customer 
   is endangered, such as B. Default and cessation of payment, application for the opening of insolvency proceedings, 
   Assignment of current assets as security, unfavorable information from banks or credit institutions
   or credit insurer, we are entitled to refuse our services and, after fruitless

    Setting a deadline for the provision of collateral in the form of directly enforceable bank guarantees or
   bank guarantees or advance payments, to withdraw from the contract and/or to demand compensation.

    A deadline is not set if the risk to our customer's ability to perform is obvious.

3.  Our confirmed delivery times are non-binding departure dates. We are closed for divisible deliveries  
   Partial deliveries and with appropriate prior information also entitled to early delivery.

4. In the case of call-off orders, a reasonable delivery period is deemed to have been agreed; 6 weeks after the call-off is not 
   may fall below. If production and acceptance dates are not agreed, we can no later than the 3rd 
   Months after the order confirmation, request a binding determination of this. Comes our customer
   this request within 3 weeks after dispatch of our relevant letter 
   after, we are entitled to set a 2-week grace period and after its fruitless expiration
   to demand compensation and/or to withdraw from the unfulfilled part of the contract. Same for,
   if, after the delivery period has expired, the subject of the contract or parts thereof are not obtained or 
   are not delivered through the fault of our customer.

5. Insofar as circumstances for which we are not responsible make the execution of accepted orders more difficult, 
   delay or make it impossible, we are entitled to make the delivery or the remainder of the delivery or partial delivery
   to postpone the duration of the hindrance or to withdraw from the contract in whole or in part,
   without the customer being entitled to claims for damages. We are not responsible for e.g. B.
   official interventions, operational disruptions, strikes, lockouts, due to political or economic reasons
   Conditions-related work disruptions, lack of necessary raw and operating materials, material    
   scarcity, energy supply difficulties, transport delays due to traffic disruptions or 
   unavoidable events that occur with us, our sub-suppliers or in third-party companies from which the
   maintaining our own operations. The above also applies if
   if these events occur at a time when we are in default.

6.  Our customer can only set us a grace period for delivery if the agreed delivery date
   exceeded by more than 2 weeks. This period of grace must be reasonable and at least 3 
   weeks. After the grace period has expired without result, our customer can withdraw from the contract.
   Claims for damages against us for breach of duty are excluded unless we
   have at least acted with gross negligence or there has been personal injury.

7.  The period between delivery and commissioning of the cleaning system must not exceed 30 days  

    Exceed.

 

IV. Prices and terms of payment

1.  Our prices for deliveries apply "ex works" EXW according to Incoterms 2020 exclusively by law 
   applicable sales tax, unless otherwise agreed.

2.  If, after the conclusion of the contract, there are changes to the basis of calculation due to higher wage and 
   Material costs, increase in the statutory sales tax or other circumstances,

    in particular technically justified changes in the calculation, we are entitled to change the contract price

    in reasonable proportion to the change in the basis of calculation that has occurred.

3.  Invoices are due in the agreed currency within 30 days of the invoice date without deduction
   to pay or by agreement.

4. Payments are only effected when we can finally dispose of the amount. change and
   Check payments are only accepted on account of performance and after special agreement.
   Discount and bill of exchange charges are always at the expense of our customer. Will bill of exchange  
   agreed, the term of the bill of exchange shall not exceed 90 days from the invoice date
   exceed.

5.  Partial deliveries are calculated immediately and are each due for payment, regardless of the
   Completion of the total delivery.

6. Our customers are only entitled to set-off rights if their counterclaims are legally
   provided, undisputed or recognized by us. In addition, he is entitled to exercise a right of

    right of retention insofar as a counterclaim is based on the same contractual relationship.

V. Retention of title

1.  We retain ownership of the purchased item until all payments from the delivery contract have been received  
   before. If the customer behaves in breach of contract, in particular in the event of default in payment, we are entitled  
   to take back the purchased item. Our taking back the purchased item does not constitute a withdrawal from the contract
   contract, unless we have expressly stated this in writing. In the garnishment of the purchased item 
   we are always entitled to withdraw from the contract. After taking back the purchased item, we are responsible for its utilization
   authorised, the proceeds from the sale are based on the customer's liabilities - minus appropriate
   utilization costs - to be taken into account.

2.  The customer is obliged to treat the purchased item with care; in particular, he is obliged to 
   adequately insure their own costs against fire, water and theft damage at replacement value.
   If maintenance and inspection work is required, the customer must do this at his own expense

    perform in a timely manner.

3. In the event of attachments or other interventions by third parties, the customer must inform us immediately in writing
  correct, so that we can file a suit in accordance with § 771 ZPO. Insofar as the third party is not able to inform us
  to reimburse the judicial and extrajudicial costs of an action according to § 771 ZPO, is liable 
  customer for the loss we have incurred.

4. The customer is entitled to resell the purchased item in the ordinary course of business; he kicks us
  however, already now all claims in the amount of the invoice amount (including VAT) of our
  Claims that accrue to him from the resale against his customers or third parties, and
  regardless of whether the purchased item was resold without or after processing. To the
  The customer remains authorized to collect this claim even after the assignment. Our power to
  Collecting the claim yourself remains unaffected. However, we do not undertake the claim
  collect as long as the customer meets his payment obligations from the proceeds received 
  complies, does not fall into arrears with payments and, in particular, does not apply for the opening of a bankruptcy
  or settlement or insolvency proceedings, or payments have been suspended. But is this the
  case, we can demand that the customer assigns us the assigned claims and their debtors
  announces, provides all information required for collection, hands over the relevant documents
  and notifies the debtors (third parties) of the assignment.


 

5.  The processing or transformation of the purchased item by the customer is always carried out for us.  
If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the value of the purchased item (invoice amount, including VAT) to the other processed items at the time of processing. For the rest, the same applies to the item created by processing as to the purchased item delivered under reservation.

6.  If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the value of the purchased item (invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us. The customer keeps the resulting sole ownership or co-ownership for us.

7.  The customer also assigns to us the claims to secure our claims against him, which arise against a third party through the connection of the purchased item with real estate.

8th.  We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; we are responsible for selecting the securities to be released.

VI. transfer of risk

1.  The subject matter of the contract is shipped by us "ex works" EXW (Incoterms 2020) at the risk of our customer, even if the freight and other costs are at our expense. Apart from that, the subject matter of the contract will only be insured by us against transport damage on the express written instruction and at the expense of our customer.

2.  If collection has been agreed and this does not take place within 8 days of the agreed date, we will dispatch the goods using a method of dispatch that we deem favorable at the expense of our customer or by arrangement.

3.  The risk passes to our customer when the subject matter of the contract is handed over to our customer, the first carrier or forwarding agent. This also applies to individual partial deliveries and if we have assumed the shipping costs.

4.  If the shipment is delayed at the request of our customer or if there is a default in acceptance, the risk passes with the notification of readiness for shipment. The safekeeping of the subject matter of the contract then takes place in the name and at the expense of our customer.

5. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back; except for pallets. Our customer is obliged to ensure that the packaging is disposed of at his own expense.

VII. Liability for Defects

1. The customer's claims for defects presuppose that the customer's owed according to § 377 HGB
has duly complied with the obligation to examine and give notice of defects.

2.  If there is a defect in the purchased item, the customer is entitled to choose between supplementary performance in the form of remedying the defect or delivery of a new item free of defects. We are entitled to refuse the type of supplementary performance chosen by the customer if it is only possible with

    disproportionate costs is possible. The place of performance is the delivering plant. Excluded from the warranty are wearing parts, such as cutting punches, matrices, milling cutters, bearings, consumables, dosing heads, dosing needles and contacting accessories, etc. after the manufacturer's guaranteed operating time has expired.

3.  If the supplementary performance fails, the customer is entitled to choose whether to withdraw from the contract or demand a price reduction.

4. We are not liable for defects caused by parts that we have not supplied and installed, for modifications made without our written consent, for repairs not carried out professionally by the buyer or a third party, or for normal wear and tear.

5. We are liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.

6. We are liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.

7. All claims for damages (lost profit, loss of production, recall costs, etc.) and consequential damages of any kind are hereby expressly excluded.

8th.  Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

9.  Unless otherwise regulated above, liability is excluded.

10. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

 

VIII. Joint Liability

1. Any further liability for damages than that provided for in paragraph VII is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages resulting from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code.

2.  Insofar as the liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents

IX. property right

1. We are entitled to the copyright and, if applicable, industrial property rights to the drafts, drawings, software and devices designed by us or by a third party on our behalf, even if our customer has assumed the costs for this.

2.  We have no knowledge of any third-party property rights that would limit the use of the purchased goods. However, we are not liable if the goods delivered by us infringe an industrial property right in the country of destination.

X. Miscellaneous Provisions

1.  German law applies exclusively. The application of the UN Convention on Contracts for International Sales is excluded. In the case of work, the contract regulations for construction work (VOB) Parts B and C, the version valid at the time the offer is submitted, are also part of the contract.

2.  We are entitled to process the data received from our customers as a result of the business relationship in accordance with the provisions of the Federal Data Protection Act, and in particular to transmit the data required for the credit insurance to the credit insurers.

3.  The assignment of claims to which our customer is entitled against us from the business relationship is excluded.

4.  Unless otherwise stated in the order confirmation, our place of business is the place of performance.

5. The place of jurisdiction is the court responsible for the place of performance of the payment in all cases, including for all future claims arising from the transaction, including those from bills of exchange, checks and other documents. We reserve the right to bring all disputes before another place of jurisdiction or before an arbitral tribunal.

6. Should one of the above conditions be legally ineffective, the effectiveness of the acceptance clause and the contract remain unaffected. Any provisions that become ineffective will be replaced by new provisions that aim to achieve the same economic success. Insofar as provisions have not become part of the contract, the content of the contract is then based on the statutory provisions.

 

 

                                               SYSTRONIC Production Technology GmbH & Co KG

                                               Daimlerstr. 1

                                               D-74389 Cleebronn

 

                                                                               February 2022