Terms and Conditions for Business Customers

General Terms and Conditions for Business Customers
General note:

All work related to transport, connection, commissioning, and regular maintenance of our products must be carried out by qualified, responsible personnel (observe VDE 0105; IEC 364). The use of your data for our own advertising purposes for similar goods and services is not excluded. You can withdraw your consent at any time without incurring any costs other than transmission costs based on the basic rates.

1. Acceptance of the terms and conditions of sale and delivery
The following terms and conditions apply to all deliveries and services until revoked. Other terms and conditions (e.g., the customer's purchasing conditions) shall not apply, even if they have not been expressly contradicted. Deviations from these terms and conditions require a written agreement. The possible invalidity of individual terms and conditions shall not affect the validity of these terms and conditions.

2. Offers
All offers are subject to change. Special services and deliveries provided for the purpose of providing a cost estimate, such as travel, disassembly, etc., will be charged to the client even if the order is not executed or is only executed in a modified form.

3. Orders
a) The technical design of the products is the responsibility of the client.
The technical advice and recommendations provided by our staff are non-binding. The scope of delivery is determined by the written order confirmation. This also applies to orders received by representatives, orders submitted by telephone or email, and order changes.
b) Upon return, the Client's motors, units, transformers, and parts must be free of defects or faults that are not due to natural wear and tear. In particular, the casing must be free of welded or non-welded breaks and cracks. Returned or replaced motors, units, transformers, and parts shall become the property of the Contractor without compensation, unless otherwise agreed.
c) Warranties regarding the presence of properties of the goods delivered by the Contractor refer only to their quality per se, not to the prevention of consequential damages that could arise from a defect. All illustrations, technical data, dimensions, and weights are non-binding for the execution of the product; technical changes are reserved at any time.
d) The parts handed over to the contractor are not insured against fire, theft, transport damage, etc. These risks are to be covered by the client or will be covered by the contractor at the client's expense upon request. There is no liability for the vehicle or its contents unless expressly assumed.
e) The Contractor is entitled to use partner companies and subcontractors to carry out the order without the prior consent of the Client.

4. Prices and payment
a) Prices are always for delivery ex works at the rates applicable on the date of delivery, excluding postage, freight, and packaging. If packaging is provided by the contractor, the cost price will be charged. Complaints about invoices can generally only be accepted if they are submitted in writing within 8 days of delivery at the latest.
b) For parts delivered as part of an exchange, the price charged is only final if the main parts of the exchanged item are repairable. Main parts that can no longer be repaired will be invoiced at the current price.
c) Payment shall be made net upon receipt of the invoice. Any other method of payment must be expressly agreed upon in advance. Cash discounts are not permitted. Checks and bills of exchange shall only be accepted as payment after prior agreement - not in lieu of payment. Acceptance of checks and bills of exchange shall only be deemed payment, notwithstanding any entry to the contrary in the user's account, if the
Checks and bills of exchange, the latter upon maturity, have been finally cashed by the payer. Credit entries are always subject to receipt without loss and on time. Any collection or discount fees incurred will be passed on. In the event of default, the contractor is entitled to interest of at least 1% above the discount rate of the Deutsche Bundesbank. Delayed payment results in delayed delivery.
d) Offsetting against claims not recognized by the Contractor or not legally established is excluded. The Client waives any right of retention.
e) In the event of late payment, cessation of payment, or the initiation of composition or bankruptcy proceedings against the client's assets, the full invoice amount is due immediately. In the event of late payment, any previously agreed discount will be void. During the period of default, the client bears the risk of loss or deterioration of the service.
f) In the case of extensive material expenditure and long-term work, an appropriate advance payment may be required. If the delivery and/or service is invoiced to a third party at the request of the client, the latter shall be liable
The client is nevertheless responsible for proper and timely payment. "The contractor is entitled to claim directly from the client in the event of a third party's default."

5. Delivery - Acceptance
a) Delivery dates are only approximate unless expressly agreed otherwise. They assume that no unforeseen disruptions to the workflow occur. A delivery period begins at the earliest with full clarification of all execution details and after acceptance of the order by the contractor; in the case of an agreed down payment, not before receipt of the down payment. If the scope of work increases compared to the originally placed order, the delivery period will be extended accordingly. The same applies if circumstances arise that the contractor could not have foreseen with reasonable care and that lead to a delay in completion or dispatch. The client may only assert its rights after a four-week period beyond the stated delivery date has elapsed.
b) Partial deliveries are permitted.
c) Delayed delivery or impossibility of performance for which the Contractor is responsible shall only be liable in the event of gross negligence or willful intent on the part of the owner of the supplying company or its senior employees. No other compensation for delay will be granted.
d) Delivery shall always be made ex works at the customer's expense and risk. Handover shall generally take place at the contractor's facility. If the customer requests delivery, this shall be at the customer's expense and risk.
e) The risk shall pass to the customer upon readiness for dispatch, even if other services, such as delivery and installation, have been undertaken.
f) Delivered items must be accepted, even if they have minor defects, without prejudice to the rights under clause 10.
g) If the Contractor is in default, the Client may - provided that the Contractor can credibly demonstrate that he has suffered damage as a result - demand compensation of 0.5% for each completed week of delay, but not more than 5% of the price for that part of the deliveries which could not be put into proper operation due to the delay.

6. Services of the Client during assembly
The client shall, at its own expense, create all necessary conditions in a timely manner to enable speedy assembly. Upon request, this includes, in particular, the provision of skilled and unskilled personnel, equipment, energy, water, and labor and operating resources; furthermore, the preparation of all earthworks, foundation work, construction, and scaffolding work. Access roads and the assembly site must be leveled to ground level and have sufficient load-bearing capacity for vehicles, and the foundations must be completely dry and solidified. Upon request, the client will provide suitable space for personnel and assembly equipment. For assembly work abroad, all entry, work, and other necessary permits will be obtained by the client at its own expense.

7. Delay in acceptance by the client
The client shall be in default of acceptance if they fail to collect the goods against payment of the invoice within two weeks of notification of completion or receipt of the provisional or final invoice, and if they have been expressly informed of the consequences of failure to meet the deadline. If finished goods are stored at the contractor's premises, storage costs of at least 0.5% of the invoice amount will be charged for each month in the event of default, as well as conservation costs. The client shall also be in default if necessary parts, which the client has promised to deliver, are not received by the contractor as agreed. The contractor is then entitled to invoice the order based on the scope of work completed up to that point.

8. Contractor’s right of retention
The Contractor has a right of retention on all items belonging to the Client that have come into his possession, including claims from other repairs, material deliveries, etc., even if the Contractor is required to handle the item in a specific manner. Eight weeks after completion, the Contractor may request the private sale of the work pieces to cover outstanding invoice amounts, including those from previous settlements, provided that he has notified the Client of this at least 14 days in advance to the address specified by the Client.
Address announced by registered mail.

9. Retention of title
The delivered goods remain the property of the contractor until all claims arising from the business relationship between the client and the contractor have been paid in full. The inclusion of individual claims in a current invoice as well as the drawing of a balance and its recognition does not affect the retention of title. Payment shall be deemed to be received upon receipt of the equivalent value by the contractor. The client is entitled to resell the reserved goods in the normal course of business; however, they may not pledge or assign them as security. The client is obliged to secure the contractor's rights when reselling the reserved goods on credit. Furthermore, the client hereby assigns its claims from the resale of the reserved goods to the contractor. The contractor accepts these
Assignment. Upon request, the Client shall provide the Contractor with the information on the assigned claims required for collection and shall notify the debtors of the assignment. Any processing or working of the reserved goods shall be carried out by the Client for the Contractor without this giving rise to any obligations for the Contractor. In the event of processing, combining, mixing or blending the reserved goods with other goods not belonging to the Contractor, the Contractor shall be entitled to the resulting co-ownership share in the new item in proportion to the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the Client acquires sole ownership of the new item, it shall grant the Contractor co-ownership share in proportion to the value of the
The Contractor shall acquire co-ownership of the new item subject to retention of title and shall store it free of charge for the Contractor. If the reserved goods are resold together with other goods, regardless of their condition, the advance assignment agreed in paragraph 2 shall only apply to the value of the reserved goods, which, together with the other goods, are the subject of the delivery transaction. If the securities to which the Contractor is entitled under the above provisions exceed the claims to be secured by 25%, the Contractor shall, at the Client's request in individual cases, release fully paid deliveries at the Contractor's discretion.

10. Warranty
The contractor guarantees flawless work and flawless materials, excluding any further conditions as follows:
a) Claims for material defects expire after 12 months. Any apparent defects regarding quantity and quality must be inspected immediately upon acceptance; otherwise, the delivery is deemed to be flawless.
b) For defects not detectable upon acceptance, the period for notification is six months after acceptance. For engines, units, and parts with more than eight hours of daily operation, the warranty period is reduced to three months.
Any defects discovered must be reported to us immediately and in writing. The warranty for repairs and replaced parts ends with the warranty for the original purchased item.
c) If shipment, installation, or commissioning are delayed through no fault of the Contractor, liability shall expire no later than 12 months after the transfer of risk. For essential third-party products, liability is limited to the assignment of our claims against the supplier of the third-party product to the Client.
d) The contractor shall determine whether the defect will be remedied in the contractor's own workrooms or at the location where the defective part is located, if this is possible. If the defect is remedied by another specialist workshop, the contractor's prior written consent is required. In this case, the contractor will reimburse a maximum of the costs that would have been incurred if the defect had been remedied independently. The removed parts must be kept available for a reasonable period of time. Furthermore, the client must ensure that a representative of the contractor is given the opportunity to inspect the defective engine or all parts and to remedy the defect within a reasonable time. The client is obligated to keep the resulting damage as minimal as possible. Clause 6 applies accordingly.
e) The client shall bear any transport and travel costs necessary to carry out the repair. Any installation costs incurred shall be borne by the client.
f) The Contractor may make the elimination of the defect dependent on the prior payment of a proportion of the agreed remuneration which is appropriate, taking into account the significance of the defect.
g) Withdrawal and reduction are excluded.
h) No liability is accepted for parts that are subject to damage or premature wear due to their material properties, type of use, natural wear and tear, faulty or negligent handling, excessive stress, unsuitable operating materials, chemical, electrotechnical or electrical influences or weather influences, faulty assembly or commissioning by the Client or third parties.
i) The rights arising from the warranty conditions may not be transferred to third parties without the consent of the Contractor.
j) The Contractor shall only be liable for damage or loss (e.g. external damage, theft, etc.) to parts handed over to the Contractor for repair, including complete engines, unless such damage or loss was caused by slight negligence.

11. Contractor’s liability
a) In the event of a lack of guaranteed properties, the Contractor shall be liable for the damage to the delivered goods which was intended to be prevented by the guarantee.
b) Claims beyond those mentioned in these terms and conditions, including those of an indirect nature, especially those resulting from damage to items that are not identical to the delivery item, are excluded. This includes, in particular, claims arising from negligence in the conclusion of the contract, positive breach of contract, and tort (e.g., product liability). The exclusion of liability does not apply if the damage was caused intentionally or through gross negligence by the contractor, a legal representative, or vicarious agent.

12. Place of jurisdiction and place of performance
a) The place of performance for all obligations arising from the contract is the registered office of the Contractor.
b) In the following cases, Vechta shall be the place of jurisdiction.
1) If the client is a registered trader, a legal entity under public law or a special fund under public law.
2) If the client has its general place of jurisdiction abroad, or relocates abroad after the conclusion of the contract, or cannot be found at the time the action is filed. This jurisdiction agreement also applies to actions in bills of exchange and documentary proceedings.
c) This contract is governed by German law. The application of the Uniform Law on the International Sale of Goods of July 17, 1973, is excluded.