General
Terms and Conditions

General information

1. the following General Terms and Conditions of Delivery apply to all deliveries and services of Druckguss Service Deutschland GmbH (hereinafter referred to as “Supplier”), which form an integral part of the order agreements, unless a written agreement to the contrary is made in individual cases. Agreements of any kind (including telephone and telegraphic agreements) shall only be recognized by the Supplier if they have been confirmed by the Supplier in writing. Orders shall become effective upon written order confirmation by the supplier. Insofar as these General Terms of Delivery refer to “force majeure”, this term shall include: mobilization, war, revolution, unrest of any kind, natural disasters, etc. Conflicting terms and conditions of purchase of the Purchaser shall not be binding on the Supplier even if they are not expressly contradicted.

2. should any provision of these terms of delivery prove to be wholly or partially ineffective, the contracting parties shall replace this provision with a new agreement that comes as close as possible to its legal and economic success.
The customer and the supplier may only transfer their rights under the contract to third parties with prior mutual consent. Excluded from this are assignments of a monetary claim in accordance with § 354a HGB.

3. only those properties that are expressly stated as warranted in the contract shall be deemed warranted. Special protective devices shall only be supplied at the expense of the Purchaser if this has been agreed. The supplier is entitled to make changes to the delivery item if this appears necessary due to design development and technical progress.

II Plans and documents

1. the information provided in the documents attached to the offer and/or the order confirmation, such as brochures, illustrations and drawings, is only approximate and is only binding if it is expressly designated as binding in the contract.

2. the transfer of plans and technical documents by the supplier or purchaser shall not transfer ownership and copyright to the recipient; they may not be made accessible to third parties, in particular competitors.

3. if the order is not placed, all plans and technical documents must be returned to the supplier immediately if the order is placed with a third party, otherwise 6 months after submission. In both cases, the supplier shall be reimbursed for the costs incurred in accordance with the LHO (Leistungs- und Honorarordnung der Ingenieure) of the Association of German Engineers,

4. if the supplier provides the customer with technical assistance of any kind free of charge, which relates to the production of system parts manufactured by the customer himself or by a third party on his behalf, this advice shall be provided to the best of his knowledge and ability. The supplier shall only be liable for claims of the customer due to inadequate advice and the like or due to breach of any secondary obligations in the event of unlawful intent or gross negligence.

III. price

1 Unless otherwise agreed, the prices shall apply unpacked, loaded ex works, and shall be quoted in EURO. Packaging material will not be taken back.

2. services that are not included in the contract or in the relevant offer shall be invoiced separately. Customs duties and stamp duties, contract taxes, fees for import, export and transit permits, consular fees, transfer costs (foreign exchange permits, compensation premiums), sales tax, sales equalization tax and all expenses in connection with the import shall be borne by the customer.

3. the supplier’s offers and order confirmations are based on the material prices, wage rates, transportation and insurance rates, customs duties, taxes, etc. valid at the time of issue. If increases or reductions in these cost factors occur before delivery, the supplier reserves the right to invoice the goods at the sales prices in force at the time of delivery.

IV. Assembly

1. assembly and commissioning shall be at the expense of the customer. On request, the supplier shall provide fitters in accordance with conditions to be agreed. If assembly rates are specified at the same time as the cost estimate, the supplier reserves the right to change these according to the existing wage and labor conditions.

2. all construction work such as earthwork, bricklaying, carpentry, joinery, glazing, painting and blacksmith work, the creation or closing of openings in walls, floors, partitions etc., cleaning work, the provision of the necessary equipment, lubrication, fuel and cleaning materials as well as the provision of water, heating and lighting and a lockable room for the fitters’ tools shall be borne by the customer. The customer shall also be responsible for materials and operating power for testing and commissioning the object.

3. the installation site must be prepared before the start of installation so that the installation work can proceed unhindered. The premises intended for installation must be provided with interior plastering, windows, doors, ceilings and stairs before the start of the installation work, and must also have sufficiently large openings so that the machines can be brought to the site undismantled whenever possible. In the interest of the smoothest possible assembly, the supplier shall measure the required material more generously than is absolutely necessary according to the plan. For this reason, any material not required for the assembly of the above delivery shall be refunded to the supplier after commissioning of the system. The advances required for the installation shall be paid by the customer at the supplier’s request.

4. the customer shall bear full responsibility for accidents, consequences of accidents and damage to property that are attributable to the inadequate quality of the equipment and lifting gear provided by him as well as other equipment and auxiliary materials, even if these were used by the personnel without complaint. Furthermore, the customer assumes full responsibility for liability and accident risks caused by his personnel or auxiliary workers and third parties provided by him or suffered in connection with the assembly, even if the management is in the hands of the supplier’s personnel. If there are any operational considerations to be taken into account, the customer must expressly draw the supplier’s attention to this in writing.

V. Terms of payment

1. the terms of payment are set out in the order confirmation. In the absence of special agreements, the Purchaser shall pay 40% of the contract price for plant and machinery upon order confirmation, 50% upon notification of readiness for shipment and 10% after delivery without deduction free Supplier’s paying agent. For spare parts, the terms of payment are 100% net on delivery.

2. in the event of destruction, loss or damage to the goods, which are at the risk of the customer without an agreement to the contrary, as well as in the event of delay in completion, delivery or assembly or commissioning due to the fault of the customer, coincidence or force majeure, payments must nevertheless be made on the dates specified in the order confirmation.

3. the timely fulfillment of the agreed terms of payment shall not be affected by the services provided in accordance with the warranty and special guarantees. The withholding of payments due to any counterclaims is also excluded.

4. if the fulfillment of the agreed payments is called into question by force majeure or if any economic factors (e.g. foreign exchange situation, transfer possibilities, etc.) in the relations between the Federal Republic of Germany and the country of destination or the customer’s country should change after the conclusion of the contractual relationship, the supplier shall have the right to interrupt the manufacture of the machines or to withhold goods ready for shipment and to cancel the order.If any economic factors (e.g. currency situation, transfer possibilities etc.) in the relations between the Federal Republic of Germany and the country of destination or the country of the customer should change after the conclusion of the contractual relationship, the supplier shall be entitled to interrupt the manufacture of the machines or to retain goods ready for dispatch and to redefine the special terms of delivery, in particular the terms of payment, so that the supplier retains at least the same security for the processing of the transaction and for the receipt of payment as at the time of the conclusion of the contract.

5. should the customer be more than two weeks in arrears with a payment or with the transfer of agreed bills of exchange, bank guarantees or other securities, the entire remaining amount shall become due immediately. 6. if the delivery item has been delivered before payment of all amounts owed by the customer, the customer is obliged to insure the delivery item sufficiently in favor of the supplier until full payment has been made and to hand over a security certificate from the insurance company to the supplier on request.

Vl. retention of title

1. the supplier retains title to the delivery item until all payments arising from the delivery contract have been received.

2. if the delivery item is firmly combined with another item, the customer shall transfer his ownership or co-ownership rights acquired through the combination to the supplier in advance until all his payment obligations have been met in full.

3. if the delivery item is sold by the customer, for which it requires the express approval of the supplier, the customer assigns its claim from the contract of sale to the supplier in advance until all its payment obligations have been met in full. The Purchaser may neither pledge nor assign the delivery item without the Supplier’s consent until his payment obligations have been met in full and must inform the Supplier immediately in the event of seizure of the delivery item by third parties or other impairment of the Supplier’s right of ownership.

VII Delivery periods

1. the agreed delivery period shall apply to delivery ex works and shall be calculated from the date of receipt by the supplier of the necessary technical data, plans, drawings etc. as well as the contractual advance payment, any necessary import license and, if agreed, the letter of credit.

2. The delivery periods shall be extended appropriately if (whether at the supplier, its subcontractors or transport companies) strikes, lockouts, boycotts, accidents, operational disruptions, rejection of important components or force majeure cause significant obstacles to compliance with the agreed delivery period, as well as in the event of non-fulfillment or late fulfillment of the agreed terms of payment, In the latter case, this shall be without prejudice to the supplier’s right to withdraw from the contract. The delivery periods shall also be extended appropriately if any approvals from authorities are delayed, if the customer changes his order, if he is in arrears with the work to be carried out by him or if the premises intended for acceptance are not in the agreed condition in good time. The Supplier shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay in delivery.

VIII. Transfer of risk

1. in the case of delivery ex works, the risk shall pass at the latest when the delivery parts leave the respective delivery plant. If shipment is delayed at the request of the customer or due to other circumstances for which the supplier is not responsible, the risk shall pass from the date of notification of readiness for shipment. In the case of delivery ex works, the Supplier shall, at its best discretion and in the absence of any other agreement, undertake shipment at the expense and risk of the Purchaser and shall insure the delivery item against transportation risks at the Purchaser’s request and expense.

2. otherwise, the time of transfer of risk shall be determined in accordance with the contractually agreed type of delivery in accordance with the international rules for the interpretation of the customary contractual formulas of the international chamber of commerce (Incoterms) as they apply on the day the contract is concluded.

IX. Acquisition

1. minor defects shall not entitle the customer to refuse acceptance of the delivery.

2. the admissibility of partial deliveries shall be deemed agreed.

3. acceptance tests which are carried out outside the normal control of the supplier shall be at the expense of the customer and require express agreement.

4. acceptance of the machines, equipment, etc. delivered by the supplier shall be deemed to have taken place if the customer does not raise justified written objections within two weeks of delivery in the case of individual machines or apparatus, or within two months in the case of complete systems or conversions. After acceptance of the delivery by the customer, any obligation on the part of the supplier shall lapse, with the exception of the warranty with regard to material, design or workmanship listed under X. below.

5. if the customer does not accept the delivery at the contractually agreed time, the customer must nevertheless make the payments owed on the agreed due dates. The supplier is obliged to store the delivery item at the expense and risk of the customer and to arrange the insurance required by the customer at the latter’s expense. At least 0.5% of the contractual price of the stored item shall be charged for each full month as costs for storage at our own premises. Other rights that the supplier can assert due to the delay in acceptance remain unaffected.

X. Communications

Insofar as the contracting parties communicate by electronic mail (e-mail), they recognize the unlimited validity of the declarations of intent transmitted in this way in accordance with the following provisions. The e-mail must contain the name and e-mail address of the sender, the time of sending (date and time) and a reproduction of the sender’s name at the end of the message.

Confidentiality is not guaranteed for unencrypted data transmitted over the Internet. At the request of the other party, each contracting party shall provide a coordinated encryption system such as PGP on its side.
An e-mail received within the scope of the above provisions shall be deemed to have originated from the other party, subject to proof to the contrary. The binding nature of the e-mail and thus the text form applies to all declarations that are part of the normal execution of the contract. However, the text form is excluded in the case of termination, measures to initiate or conduct arbitration proceedings, as well as declarations that are expressly requested in writing by a contractual partner in deviation from this agreement.

XI. Liability for defects in the delivery

1. the delivery shall be deemed to have been fulfilled when the delivery item has been delivered essentially in accordance with the terms of the contract.

2. to the exclusion of all further claims of the Purchaser, irrespective of the legal grounds on which they are based, the Supplier shall be obliged and entitled to remedy any defect impairing the usability of the delivery item, provided that it was demonstrably present at the time of the transfer of risk or demonstrably occurs within the warranty period due to a cause existing before the transfer of risk, at its discretion by repairing the defective part, supplying a replacement part or making a new delivery. Any replaced parts shall become the property of the Supplier, insofar as they have already become the property of the Customer.

3. the supplier’s warranty period shall only apply to such defects that occur under the contractually agreed conditions or, in the absence of a special agreement, under normal operating conditions and in the event of proper use. In particular, it does not apply to defects that are based on the following causes: improper assembly by the customer or third parties, poor maintenance, unsuitable use, excessive stress, normal wear and tear, unauthorized repairs, unsuitable construction work, unforeseeable external influences.

4 The warranty period is 6 months – 3 months in the case of multi-shift operation – from the date of commissioning. If shipment, installation or commissioning is delayed through no fault of the supplier, the warranty liability shall expire no later than 12 months after the transfer of risk. The warranty provisions of the relevant subcontractors shall apply to third-party products.

5. the same provisions shall apply to the parts repaired and spare parts supplied on the basis of these provisions as to the original delivery item, but the new warranty period running from the end of the rectification of defects shall only be 3 months, unless the original warranty period extends beyond this period. For the other parts of the delivery item, the warranty period shall only be extended by the time during which the delivery item was not ready for use due to the defect.

6. the customer can only claim the supplier’s warranty obligation if he notifies the supplier immediately in writing of the defect that has occurred and gives him every opportunity to determine and remedy the defect. Furthermore, the Supplier shall be liable for defects in the delivery if the Customer fulfills the contractual obligations incumbent upon it, in particular if it makes the payments as agreed.

7. of the costs arising from the repair or replacement delivery, the supplier shall bear – insofar as the complaint proves to be justified – the costs of the replacement part including shipping as well as the reasonable costs of dismantling and installation, furthermore, if this can be reasonably demanded according to the situation of the individual case, the costs of any necessary provision of his fitters. Otherwise, the customer shall bear the costs. At the Supplier’s request, the Customer shall be obliged to remedy minor defects itself at its own expense.

8. if it is established that the supplier is finally unable to remedy the defect, he shall be entitled and obliged to take back the delivery item against reimbursement of the payments made by the customer for this purpose, to the exclusion of further claims by the customer, irrespective of the legal grounds on which they are derived.

9. all claims for defects on the part of the customer shall lapse 6 months after the defect has been asserted, but at the earliest upon expiry of the warranty period.

10. liability shall only be assumed for repairs after expiry of the warranty period and for used machines if this has been expressly agreed.

XII. Liability for secondary obligations

If, through the fault of the Supplier, the delivered item cannot be used by the Purchaser in accordance with the contract as a result of omitted or faulty execution of proposals and consultations prior to or after conclusion of the contract as well as other contractual ancillary obligations – in particular instructions for operation and maintenance of the delivery item – the provision according to X. shall apply accordingly, excluding further claims of the Purchaser.

XIII Exclusion of damages

The cases of material breach of contract and their legal consequences as well as all claims of the customer other than those expressly stated in these terms and conditions, irrespective of the legal grounds on which they are made, in particular any claims for damages, reduction in price or withdrawal from the contract not expressly stated, are conclusively regulated in these terms and conditions of delivery. Under no circumstances shall the customer be entitled to claim compensation for damage that has not occurred to the delivery item itself, namely loss of production, loss of use, loss of orders, loss of profit or other direct or indirect damage.

XIV Applicable law and place of jurisdiction

1. the contract is subject to German law. The place of jurisdiction is Lübeck.

Severability clause
Should any provision of these General Terms and Conditions be or become invalid, the remaining provisions shall remain valid. The contracting parties shall replace the invalid provision with a valid provision that comes closest to the economic intentions of the contracting parties.