The following terms and conditions apply exclusively to all deliveries and services – including future ones –
unless agreed otherwise in writing.
Our customers’ terms and conditions do not become an integral part of the contract, even if we fail to express-
ly countermand them. Customers’ terms and conditions apply only insofar as we agree to them in writing.
Offer, Scope of Delivery
The documents forming part of our offers, such as illustrations, drawings, indications of weights and dimen-
sions, represent approximate information only. They become binding only if so expressly agreed. The con-
sumption, driving range and operating cost data indicated in these documents are also to be regarded as ap-
The weights, dimensions, consumption, driving range and operating cost data given in our advertising ma-
terial, press releases, on our website or elsewhere are likewise to be regarded as approximate only. The
same applies to drawings and illustrations.
We reserve the right to make design modifications at any time.
We reserve proprietary rights and copyrights to and in all records, in particular illustrations, drawings and da-
ta sheets. The records must not be disclosed to third parties without our written agreement and must be re-
turned to us without delay on request.
Our offers are not binding. A contract for delivery comes about only upon our written confirmation or delivery.
Subsidiary agreements, amendments or supplements must be confirmed by us in writing in order to become
Price and Payment
Our prices are EURO prices, unless agreed otherwise in writing. The prices are exclusive of value-added tax
which is added at the statutory rate. The prices are ex works, including loading at
the works but excluding packaging.
In case of delivery periods of more than 6 months from conclusion of the contract, we are entitled to increase
the agreed prices commensurately if, subsequent to conclusion of the contract, substantial changes in the
cost of wages, energy, materials and raw materials and an increase in public charges etc. have occurred and
we are not responsible for these increases. Should the price increase exceed 5 %, the customer has the
right to rescind the contract, which has to be asserted within 2 weeks from notification of the price increase.
All payments are to be made without any deduction and free of transaction charges to our designated ac-
count, immediately after the invoice has been issued. Discount can be deducted only if such is agreed.
Payment deadlines are deemed to be met if we can dispose freely of the sum within the term for payment.
Payments can be set off, at our discretion, against other outstanding debts.
Payments for export shipments must be made, on principle, by irrevocable confirmed letter of credit.
The customer is barred from retention of payments or offset against counterclaims, unless the offset or reten-
tion claim is uncontested or has become res judicata. We are entitled to avert the exercise of a right of reten-
tion by provision of security – also by guarantee.
Default and Payment Difficulties
If the customer defaults on all or part of his payment obligation, then thereafter the customer has to pay de-
fault interest of 8 % p.a. above the respective base rate of the European Central Bank, provided we do not
prove higher loss.
Checks and bills of exchange – insofar as payment by bill of exchange is agreed – are accepted as payment.
Discount charges, collection charges and interest must be paid to us without delay.
If the customer suspends payment, is overindebted or if an application is filed for the institution of composi-
tion or insolvency proceedings, or if the customer fails to honor due bills of exchange or checks, then our to-
tal claim becomes due for payment immediately. The same applies in case of any other significant deteriora-
tion in the customer’s financial circumstances. In these cases we are entitled to call for payment in advance
or for the provision of adequate security or to rescind the contract.
If the customer does not accept the delivery item or if he does not meet his payment obligation or if bills of ex-
change or checks submitted in payment are protested or if the customer does not provide agreed security
within the stipulated term, we are entitled – after having granted a grace period of reasonable length – to re-
scind the contract and/or to claim damages for non-performance. If we assert claims for damages, we are
entitled to call for 20 % of the selling price as lost profit, without proof. We reserve the right to claim higher da-
mage or loss. The customer is free to prove that less damage or loss was incurred.
The term for delivery begins upon dispatch of the order confirmation, but not before the documents, informa-
tion, releases and any regulatory approvals to be obtained by the customer have been provided and not be-
fore receipt of an agreed advance payment. If provision of materials by the customer is outstanding, the term
for delivery begins no earlier than on receipt of these materials.
If ongoing production is interrupted due to the customer’s requests for change, we are allowed to bring for-
ward and complete other orders. We are not obligated to keep production capacity free during the delay.
The term for delivery is met if, by the time the term expires, the delivery item has left the works or – if shipment
is not our duty or is not effected through no fault of our own – the customer has been notified that the item is
ready for shipment.
The customer informs us no later than when the contract is concluded about contractual penalties that apply
with respect to the customer’s purchasers.
The delivery period is appropriately extended for the duration of disruption in the event of unforeseeable
events for which we are not responsible, such as strikes and lockouts, force majeure, operational disrup-
tions, difficulties in procuring materials and energy, transport delays, manpower shortage, measures taken
by authorities and difficulties in obtaining approvals, in particular import and export licenses, insofar as their
provision is our contractual duty. If the impediment is not only of temporary nature, both contracting parties –
the customer only having granted a reasonable grace period – are entitled to terminate the contract. Claims
for damages are barred in these cases.
If the shipment is delayed at the customer’s request, the customer is charged warehousing costs amounting
to 0.5 % of the invoice sum per month, beginning one month after notification that the goods are ready for
shipment. It is possible for higher loss to be claimed subject to proof.
Passing of Risk and Acceptance of Delivery
The risk passes to the customer as soon as we have handed over all or part of the delivery item to the carrier.
This also applies if we have undertaken to effect other performance, such as shipping costs or transportation
and installation. Upon the customer’s request and at his expense, we are prepared to insure the consign-
ment against theft, breakage, damage in transit, fire and water damage and against other insurable risks.
If the shipment is delayed due to circumstances for which the customer is responsible or if the shipment is
delayed at the customer’s request, the risk passes to the customer upon notification that the goods are ready
Partial shipments are admissible.
Reservation of Title
We retain title to all delivery items until the customer has settled all claims arising from the business relation-
ship, including in particular any negative current account balance. This applies even if the customer has paid
for individual delivery items. It is inadmissible for delivery items to be pledged or for their ownership to be
transferred by way of security. The customer must notify us immediately of any third-party intervention, such
as attachment, judicial execution or other judicial action affecting our rights.
Subject to revocation at any time, the customer is permitted to resell or rent out the delivery items in the ordi-
nary course of business, unless the claim accruing from the resale or rent is already assigned to another
party or cannot be assigned to us for other reasons. The entitlement to resale or rent becomes void as soon
as the customer defaults in payment.
If the goods subject to reservation of title are resold or rented out, the customer herewith assigns to us as se-
curity the customer’s future claims against his purchaser that accrue from the resale or rent, until such time
as all our claims against the customer have been settled, without there being any requirement for separate
declarations at a later stage. The assignment also extends to balance claims arising under open account re-
lationships in place, or upon termination of such relationships between the customer and his purchaser. If
the goods subject to reservation of title are resold or rented out together with other items, without an individu-
al price having been agreed for the goods subject to reservation of title, the customer assigns to us – with pri-
ority over the rest of the claim – that part of the total asking price or that part of the total rent which corresponds
to our invoiced value of the goods subject to reservation of title. Until revoked, the customer is authorized to
collect the assigned claims arising from the resale or rent, however the customer is not entitled to dispose of
them otherwise, e.g. by assignment.
At our request, the customer has to inform his purchaser of the assignment, to surrender to us the docu-
ments, e.g. invoices, required for asserting his claims against his purchaser and to provide the necessary in-
formation. The customer bears all costs of collection and any intervention. If the customer receives bills of ex-
change on the basis of the authorization granted to him for collecting the assigned claims from the resale,
the title to these papers with the vested rights devolve on us as security. Handover of the bills of exchange to
us is replaced by the arrangement that the customer takes them into safekeeping for us and then delivers
them to us without delay, duly endorsed. Should the customer or the customer’s bank receive the equivalent
of the claims assigned to us in the form of checks, the customer is obligated to report receipt without delay
and to pay them over. As soon as the customer receives the checks, the title to them with the vested rights
devolves on us. Handover of the papers is replaced by the arrangement that the customer takes them into
safekeeping for us and then delivers them to us without delay, duly endorsed.
If the customer processes the goods subject to reservation of title, transforms them or combines them with
other items, this is done on our behalf. We immediately become the owner of the object produced by the pro-
cessing, transformation or combination. Should this not be possible for legal reasons, we are in agreement
with the customer that we become the owner of the new object at any time during the processing, transforma-
tion or combination. The customer keeps the new object for us in an orderly and businesslike manner. The
object produced by processing, transformation or combination is deemed to be subject to reservation of title.
In case of processing, transformation or combination with other objects not belonging to us, we are entitled
to a co-ownership share in the new object proportionate to the value of the processed, transformed or com-
bined goods under reservation of title in relation to the value of the new object. In the event of the new object
being sold or rented out, the customer’s claim against his purchaser arising from the sale or rent, together
with all ancillary rights, is hereby assigned by the customer to us as security, without there being any require-
ment for separate declarations at a later stage. However, the assignment applies only to the amount corres-
ponding to our invoiced value for the goods subject to reservation of title that have been processed, transform-
ed or combined. The part of the claim assigned to us has priority over the rest of the claim.
If the orderer defaults on all or part of its payment obligation or on honoring due bills of exchange or checks,
in case of overindebtedness or if an application for composition or insolvency proceedings has been filed,
we are entitled to immediately take possession of all delivery items still under reservation of title. We are like-
wise entitled to immediately assert the further rights arising from the reservation of title. The same applies in
the event of any other significant deterioration in the orderer’s financial circumstances. The orderer grants us
or our agent access to his entire business premises during business hours. The demand for surrender of
the goods or the act of taking possession of them does not constitute any rescission of contract. We are en-
titled to utilize the goods subject to reservation of title in an orderly and businesslike manner and to satisfy
the debt from the proceeds, taking into account the outstanding claims.
If the value of the collateral exceeds our claims against the customer from the ongoing business relationship
by more than a total of 20 %, we are obligated at the customer’s request to release the collateral of his choice
to which he is entitled.
Liability for Defects of Delivery
The customer is obligated to inspect the delivery item immediately after its delivery. Written notification of any
defects must be made within 8 days, unless the defect is one which was not recognizable upon inspection.
If such a defect becomes evident at a later stage, notification must be made immediately after knowledge of
the defect is gained, otherwise the goods are deemed to be approved analogously. § 377 of the German
Commercial Code (HGB) applies.
Claims based on defects of new delivery items become time-barred 12 months and claims based on defects
of used items become time-barred 6 months from the passing of risk. As for the rest, the warranty claims for
new delivery items are limited to 2.000 operating hours maximum from the passing of risk and for used items
to 1.000 operating hours maximum from the passing of risk. In case of a longer operating time, the warranty
claims are barred. This applies only insofar as we have not breached our duties deliberately or with gross
negligence or fraudulently concealed the defect. Insofar as longer time periods are mandatory under law, the
latter are binding. In case of rectification of defects, we are obligated to bear all the costs required for the pur-
pose of rectification, in particular transport, labor and material costs, insofar as the costs are not increased by
the delivery items having been taken to a place other than the place of performance.
The customer has to give us the time and opportunity reasonably required to rectify the defects. Replaced
parts pass into our ownership.
If the subsequent performance fails, if we allow a reasonable grace period set for us to expire without re-
delivering or without eliminating the defect, or if subsequent performance is impossible or refused by us, the
customer has the right to rescission or price reduction. Rescission is barred in the event of a minor depar-
ture from the agreed quality or minor impairment of the delivery item’s fitness for use.
No warranty is given for defects and/or damage as a result of modifications made to the delivery item by the
customer or by third parties, in particular the mounting of attachments and superstructures, faulty installation
or start-up by the customer or third parties, inappropriate or improper use or handling, natural wear and tear,
inappropriate operating resources, spare parts and substitute materials, or influences not contractually fore-
seen, unless the damage is attributable to fault on our part.
If the defect has arisen as a result of a major third-party product, we are entitled to restrict our liability initially
to the assignment of our defect liability claims and rights against the suppliers of the third-party products, un-
less satisfaction from the assigned claim or right fails or cannot be enforced for other reasons. In that case
the customer can again assert claims for subsequent performance against us.
Should the prescribed maintenance work not be performed by us, verifiable proof of the maintenance having
been carried out has to be submitted to us by the customer no later than 4 weeks after the maintenance. We
are not obliged to uphold our warranty should the maintenance work not have been performed properly or
should the evidence submitted not show in detail what activities were carried out when, at what number of
operating hours and by whom.
Should we be obliged to take back the delivery item in the event of the customer rescinding the contract, we
are entitled to demand compensation for use of the delivery item. The compensation for use is based on the
actual loss in value of the delivery item.
Claims for Damages and Reimbursement of Expenses
Claims for damages, whatever the nature, in particular for loss of potential use of the delivery item and in par-
ticular for consequential harm caused by a defect, are excluded on principle. This does not apply in case of
intent, gross negligence or our breach of stipulations going to the root of the contract or in the event of injury
to life, limb or health. However, the liability is limited here to contractually typical and foreseeable damage.
This is without prejudice to claims under product liability law.
Insofar as our liability is excluded or limited, this also applies to the personal liability of our executive bodies,
employees and persons/entities engaged by us for fulfilling our obligations.
Except for defect liability claims, claims under product liability law and for injury to life, limb or health, claims
for damages become time-barred 1 year after the customer gained knowledge – or, without gross negli-
gence, should have gained knowledge – of the damage and the liability to compensate for it.
The place of performance and jurisdiction for both contracting parties is Bad Waldsee. We are, however, also
entitled to bring an action at the customer’s place of jurisdiction.
All legal relations between the customer and us are governed exclusively by German law. The United Nations
Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) is excluded.
Should individual provisions of these terms and conditions and/or contract terms be or become invalid, this
will not affect the validity of the other provisions. The invalid provisions should be reinterpreted in such a way
as to achieve their legal and economic intent. The same applies in the event of a gap.
In case of unclear points with regard to the translation, in case of questions of interpretation or in case of any
other doubt, the German version of our General Terms and Conditions of Sale, Delivery and Payment prevails.