General Terms and Conditions of Sale and Delivery of Schuler Hangarter Maschinenbau GmbH

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1. General
   1. Our General Terms and Conditions of Sale and Delivery are a component of all offers and contracts regarding our deliveries and services, including both current and future business relationships. They govern our legal relationship with the contracting parties who obtain a service from us (Customers).
   2. We are not bound by conditions from the Customer, even if these are not expressly rejected. Deviating agreements are only binding if they are expressly confirmed as binding by us in writing. Drawings, calculations, specifications, performance targets, deadlines, dimensions and weights are not binding for us without an express written agreement that they are binding.
   3. Our field staff are not authorised to represent us.
   4. Deviations from contracts or these conditions as well as additions, subsidiary agreements and warranties require our written confirmation in order to be valid.
   5. Unless any valid provision to the contrary is given or is included in these conditions, the current Incoterms shall apply in addition, followed by the German statutory regulations.


2. Offer-Conclusion of Contract
   1. The offer from the Supplier is non-binding.
   2. The Customer offers the conclusion of a contract (order). This offer shall be accepted through a confirmation from the Supplier in writing (order confirmation). Additions, amendments or subsidiary agreements require the written confirmation from the Supplier to be valid.
   3. The documents making up the offer, such as illustrations, drawings, specifications of dimensions, descriptions of performance and other features, shall only give approximate indications insofar as they are not expressly designated as binding. The same shall apply for performance and consumption information as well as for any samples.
   4. The Supplier reserves ownership and copyrights of quotations, illustrations, drawings, sketches and other documents; they may not be copied or made accessible to third parties without our written consent, and they must be returned upon request.
   5. The Customer must ensure that installation drawings provided by him do not affect the property rights of third parties. The Supplier is obliged with regards to the Customer to verify whether their delivery, which takes place according to the installation drawings which have been submitted, affects the rights of third parties. Should this be the case, the Customer must indemnify us from any compensation claims.


3. Prices and Terms of Payment 
   1. All agreed prices do not include statutory VAT. Unless anything to the contrary is agreed, the prices for delivery apply ex works and do not include packaging, postage, insurance, assembly and installation costs, which shall be invoiced separately.
   2. Invoices must be paid within 14 days of the invoice date without a deduction and free of any charges from the Supplier, unless anything to the contrary is agreed. Payment is due as follows:

      1/3 upon receipt of our order confirmation

      1/3 upon notification of completion on our premises
      
1/3 at the transfer of risk
   3. Payments from the Customer shall be seen as successful when the Supplier has received the payment.
   4. If the Customer defaults on payment, default interest in the amount of 10% points above the basic interest rate shall be charged from the beginning of the default. This shall not affect the right to claim higher damages.
   5. If according to the contract the performance from the Supplier is carried out more than 4 months after the contract conclusion, the Supplier may reasonably adjust the agreed price according to any changes to calculated expenses such as wages and material costs which have occurred between the contract conclusion and delivery. The same shall apply if the delivery or completion is delayed beyond the intended delivery time period for reasons which are the fault of the Customer.
   6. All claims from the Supplier, including those for which bills of exchange have been accepted or for which payment in instalments has been agreed, shall be immediately due if the Customer defaults on payment or if a significant deterioration of the Customer’s financial circumstances occurs after the conclusion of the contract. The Supplier shall then also be entitled to only perform outstanding deliveries or services against payment in advance or a security. If the advance payment or security is also not performed after the expiration of a reasonable deadline, the Supplier may finally refuse further fulfilment of the contract. This shall not affect the assertion of further rights by the Supplier.
   7. The Customer is not entitled to exercise rights of retention due to counter claim which do not concern this contractual relationship or which are disputed. The Customer may not offset with disputed counterclaims.


4. Delivery Period and Fulfilment 
   1. Delivery deadlines and periods are only binding when they are expressly agreed as such. Agreed delivery deadlines only begin after receipt of all services and information, necessary permissions, approvals, timely clarification and approval of plans, compliance with the agreed payment conditions and other obligations, on the the part of the Customer.
   2. The delivery deadline shall be seen as adhered to and fulfilment shall begin as follows:
      
a) for deliveries without installation or assembly, if the agreed delivery and/or scope of services has been provided within the agreed delivery or performance deadline at the agreed place. If the provision is delayed for reasons for which the Customer is responsible, the deadline shall be seen as adhered to when the readiness has been reported within the agreed deadline.
      
b) for deliveries with installation or assembly, as soon as this takes place within the agreed deadline and completion has been reported. 
   3. Delivery deadlines and delivery periods shall be extended accordingly if unforeseen obstacles which are beyond the control of the Supplier-no matter whether they occur to the Supplier or its subcontractors-such as force majeure, riots, strikes, lockouts, energy and material supply problems, government intervention and the like, where such obstacles are proven to have considerable influence on the completion or delivery of the goods. The Supplier shall also not be liable for the circumstances described above if they arise during an already existing delay.
   4. If the Supplier defaults, the Customer shall not be entitled to request the following default compensation until a grace period set by him in writing has expired: 0.1% for each full week of the default, to a maximum of 5% of the value of the part of the total delivery which cannot be used on time or for the intended purpose due to the default. If the default in performance persists beyond reaching the maximum limits of default compensation, the Customer shall be entitled to withdraw completely, irrespective of their claims to default compensation for the partial withdrawal in the amount of the services being defaulted, and if he is no longer interested in the remaining partial services. Further claims are excluded.
   5. These limitations of the Customer’s rights shall not apply if the default by the Supplier is caused by intent or gross negligence.
   6. If dispatch or delivery is delayed at the request of the Customer, storage costs of 0.5% of the value of the delayed portion of the delivery shall be charged to the Customer for each month which has begun, beginning one month after notice has been given of the readiness for shipment; the storage costs shall be limited to 5% unless higher costs can be proven.


5. Transfer of Risk and Acceptance
   1. The risk shall transfer to the Customer at the time of sale, without an agreement regarding delivery, after completion when the goods are ready for collection and the Customer has been notified of this. In the case of freight-free delivery without assembly or installation, this shall be when the goods are delivered to the party specified for delivery. In both cases, packaging shall take place with the care necessary for the goods, and the selection of the party specified for delivery shall take place at the due discretion of the Supplier. Upon request, the shipment shall be insured against breakage, transport and fire damage at the cost of the Customer.
   2. In the event of agreed assembly or installation, the risk shall pass to the Customer after said assembly or installation with the notification of readiness for acceptance. If a trial operation period is agreed to be performed by agents of the Supplier following assembly and installation, the risk shall be transferred after notification that this has ended.
   3. If the shipment, delivery or the beginning or implementation of the assembly, installation or trial operation period is delayed at the request of the Customer or for reasons which are his fault, the risk shall transfer to the Customer for the duration of the delay; the Supplier is obliged, however, to procure the insurances requested by the Customer at the request and cost of said Customer.
   4. The delivered items shall be received by the Customer even if they have slight defects.
   5. Partial deliveries shall be permitted.
   6. If drawing up an acceptance protocol is agreed, this must take place mutually in two copies. Recognised defects must be documented therein, otherwise they shall be considered as contractually agreed. Further services to be performed beyond the agreed service scope to be received shall be performed without the need for a separate offer against remuneration according to customary billing rates.


6. Assembly and Installation 
   1. Unless otherwise agreed in writing, the following provisions shall apply for any kind of installation and assembly:
   1. The Customer shall appoint, at its own expense:
      a) supporting personnel such as handymen and, if necessary, bricklayers, carpenters, locksmiths, crane operators and other skilled workers equipped with the necessary tools in the required number

      b) all earthworks, and foundation, construction, caulking, scaffolding, plastering, painting and other non-industry ancillary works, including the building materials needed for this, 

   2. c) the commodities and materials required for assembly and commissioning, such as construction lumber, blocks, bases, cement, plaster and sealants, lubricants, fuels, etc ., as well as scaffolding, lifting equipment and other devices, 

      d) utilities and water including the necessary connections to the site of use, heating and general lighting, 

      e) sufficiently large, suitable, dry and lockable rooms at the assembly site for the storage of machine parts, apparatus, materials, tools, etc. and working and living spaces including appropriate sanitary facilities which are adequate for the assembly personnel; furthermore, the Customer must take the same precautions necessary to protect the possessions of the Supplier and of the assembly personnel on site which he would take to protect his own property,
      
f) protective clothing and protective devices which are necessary due to particular conditions prevailing on the assembly site and which are not common in the industry for the contractor. 
   3. The Customer must provide information regarding the location of power, gas and water pipes and other facilities as well as information on structural requirements, in particular the oscillatory behaviour of physical structures in the spatial context of the intended installation and assembly location. If changes to the previously offered and/or agreed scope of services arise as a result of the provision of this information, the resulting changes shall be invoiced separately.
   4. Before installation or assembly starts the supplies required for this must be made available at the point of installation or assembly and all bricklaying, carpentry and other preliminary work must be sufficiently advanced before work starts so that installation or assembly can commence as soon as the assemblers or installation personnel arrive and can be performed without interruption. In particular, the approach routes and the assembly or installation site must be levelled and cleared, the foundation brickwork must be set and dry, the foundation walls must be aligned and backfilled, for internal walls and ceilings, these must be completely finished with doors and windows in place.
   5. Before the beginning of the installation or assembly, the Customer must provide an ISDN telephone connection as well as internet access at the installation site or the site containers, free of charge.
   6. If installation, assembly or commissioning is delayed due to certain circumstances, in particular on the building site but without the Supplier being at fault, the Customer must bear the reasonable costs for the waiting time and additional travel expenses or for assemblers or installation personnel.
   7. The Supplier shall only be liable for its employees and other agents to the extent that they are active in the fulfilment of the contract and not only occasionally working on the contract; in particular not insofar as these activities are requested by the Customer beyond the scope of the contract. 
   2. If the Supplier has assumed responsibility for the installation or assembly, the following shall apply: 
      1. The Customer shall pay the Supplier, according to customary billing rates, for working times and surcharges for overtime, night work, and work on Sundays and bank holidays, for work carried out under difficult circumstances as well as for the planning, monitoring and costs of travel (mileage rate which is eligible for consideration for road tax purposes, second class train tickets economy class flights), the costs of the transport of tools and personal luggage and the allocation of working times and rest days and holidays.


7. Retention of Title
   1. The goods shall remain the property of the Supplier until payment of the purchase price is made in full (goods subject to retention of title). This retention of title shall extend to the complete payment of all claims from Supplier from the business relationship between the parties.
   2. The treatment and processing of goods subject to retention of title is usually permitted in the ordinary course of business on the condition that this takes place for the Supplier and he requests ownership of the treated or processed item which shall then become part of the goods subject to retention of title. If the goods subject to retention of title are mixed or bound with other moveable objects, the Supplier shall become a co-owner of the combined object in a proportion reflecting the value of the goods subject to retention of title at the time of binding to the value of the other objects. The Customer shall store this for the Supplier with the due care of a prudent businessman.
   3. The Customer shall be entitled to sell the goods subject to retention of title within the ordinary course of business and under the corresponding retention of title. Seizures or transfers of securities are forbidden. The Customer must immediately inform the Supplier in writing of any foreclosure, seizure or any other infringement of the rights of Supplier. The Customer must take the necessary steps to safeguard the rights of the Supplier in exigent circumstances.
   4. If the Customer sells the goods subject to retention of title, he shall hereby assign his claims from the re-sale against his customers including any balance claims and with all ancillary rights to the Supplier, limited to the amount of the outstanding claims of the Supplier. The Customer is obliged to provide the Supplier with the information necessary to assert these claims following authentication of a justified interest, and he must provide any available documentation for this purpose. He is obliged to immediately pass on received payments on assigned claims to the Supplier. The Supplier is entitled disclose the assignment to customers. The authority to collect is revocable according to due discretion.
   5. The Supplier is authorised to request the release of the goods subject to retention of title if the Customer does not comply with his payment obligations in good time. The assertion of the retention of title as well as the seizure of the delivery item by the Supplier shall not apply as a withdrawal from the contract, unless compulsory legal provisions require otherwise.
   6. The Supplier is entitled to insure the goods at the cost of the Customer against theft, breakage, fire damage, water damage as well as other insurable risks, provided there is evidence that the Customer has not taken out said insurance.
   7. The ownership of the goods subject to retention of title shall transfer to the Customer upon complete payment of all claims from the Customer from the business relationship. The purchaser shall acquire the legal positions resulting from the sale of the goods subject to retention of title at the same time.
   8. The Supplier is obliged to release a corresponding part of the security rights to be selected by him where the value of the security rights exceeds that of the claims to be secured by more than 25%.


8. Warranty
   The Supplier shall be liable for defects to the exclusions of further claims as follows:
   1. The Supplier makes reference to the commercial law duty of investigation and notification. Defects must be immediately reported to the Supplier in writing.
   2. Warranty claims shall expire 6 months after delivery.
   3. The Supplier is entitled to twice repair or re-deliver defective parts at their choice and within a reasonable deadline (subsequent performance). Replaced parts shall become the property of the Supplier and be transferred to him at his request.
   4. If the subsequent performance fails, the Customer may change or reduce the contract.
   5. When the Customer’s drawings have been completed, the Supplier shall only be liable for the execution according to the drawings and for material defects to the extent that the Supplier could have recognised the material defect when applying due diligence. Drawings completed by the Supplier on behalf of the Customer shall be considered the Customer’s drawings if the Customer has released them.
   6. No liability is assumed for damage resulting from the following reasons: Unsuitable or incorrect use, faulty installation or commissioning by the Customer or third parties, natural wear and tear, incorrect or negligent treatment-in particular excessive usage- unsuitable operating materials, replacement materials, defective construction work, unsuitable foundations, chemical, electrochemical or electrical influences, if they are not the fault of the Supplier.
   7. The Customer must give the necessary time and opportunity to carry out all subsequent performance actions, to be agreed with the Supplier, otherwise the Supplier shall be freed from the warranty. Only in urgent cases of danger to operational safety, whereby the Supplier must be immediately notified, or if the Supplier delays in rectifying the fault, is the Customer entitled to rectify the fault himself or have it rectified by a third party and to request a reimbursement of the necessary costs from the Supplier.
   8. Changes carried out to the contractual object by the the Customer or third parties which are improper or conducted without the consent of the Supplier shall end the warranty.
   9. Further warranty claims from the Customer, in particular a compensation claim for defects and the effects of defects, as well for purely financial losses, are excluded to the extent that this is legally possible.
   10. In the case of international deliveries, our warranty shall be limited to the provision of the material or the necessary replacement parts as well as the personnel necessary for the implementation of the commissioning work. Other costs, in particular travel and accommodation costs, must be assumed by the Customer.


9. Liability
   1. Claims for damages on the part of the Customer for a positive breach of an obligation, for the breach of duty under the contractual obligations and for unauthorised action, are excluded. This does not apply in cases of gross negligence. In cases where essential contractual obligations are violated and the Supplier is culpable for this, the Supplier shall only be liable-except in cases of intent or gross negligence-for any damage that can be predicted and that is covered under the contract.
   2. The liability according to the Product Liability Act for damage to persons and property shall remain unaffected.


10. Place of Jurisdiction, Applicable Law
    1. The place of jurisdiction for disputes resulting from or in connection with this contract, including litigation concerning bills of exchange, shall be the registered office of the Supplier.
    2. The law of the Federal Republic of Germany shall apply exclusively for the mutual legal relationship, to the exclusion of international commercial law. German law shall also apply for deliveries abroad.


11. Binding Nature of the Contract 
    1. Should a provision of these General Terms and Conditions or the whole contract be or become invalid, the provision concerned must be adjusted so that the economic purpose can be achieved as part of the legal permissibility. In any case, the validity of the remaining General Terms and Condition as well as the contract shall not be affected by this.
    2. In the case of differences in opinion regarding the content and obligations from this contract, a moderated agreement (mediation) should be attempted before taking action against us.