GENERAL BUSINESS TERMS (AGB)

1. General

In the business relationship between us and our orderers there are only valid for the business relationship – as well as for future orders and spare parts deliveries - the following General Business Terms (AGB), as long as not stated otherwise in our order confirmation or as long as we have not agreed explicitely to a change of our order confimration respectively to the General Business Terms in written or by telex. Our General Business Terms are only valid for companies according to § 310, section 1 BGB. All agreements, which are made between us and the orderer in terms of the execution of this contract, are put down in writing in this contract. Herewith we contradict to different or additional terms to our AGB. They will also not be binding for us if we do not explicitely contradict to them or in each case or if we carry out the delivery after having received different purchasing terms.

2. Offer – Offer documents

Our offer is not binding if not stated differently in the order confirmation. We reserve the property and copyright for images, drawings, calculations and other documents. This applies for papers and documents mentioned as “confidential”, too. Before passing them to third parties the orderer needs to have our explicit written confirmation. If there are used during manufacture samples, drawings or other information of the orderer (as told us by him, the orderer bears sole responsibility towards third parties that his rights are not transgressed by doing so. The orderer also bears responsibility for the correctness of the information.

3. Prices – payment terms – delivery conditions

As long as not resulting differently from our order confirmation, there are valid our „ex works” prices, excluding packaging; this will be invoiced separately. The deduction of discount needs a special written agreement. Rights of set off are only due to the orderer, if his counterclaims have been stated legally valid, are undisputed or have been accepted by us. Furthermore, he is only authorised for the execution of the right of retention insofar as his counterclaim is based on the same contractual realtionship. The beginning of the delivery time indicated by us requires the clearing of all technical questions. Furthermore, the fulfilment of our delivery obligations requires the punctual and duly fulfilment of the orderer’s obligements. The objection of the not fulfilled contract keeps reserved. The indicated delivery time is observed when until its expiry the readiness of dispatchment has been indicated or the delivery object has left the premises. Deliveries to the orderer are carried out on his peril. In the case of acts of nature as well as restricting official measurements, unindebted interferences of operation, strikes and lockouts (valid for us as well as for our presuppliers), we are freed from our delivery obligation for the duration of this interference and its effects. The delivery time will be prolonged appropriately. The non-acceptance of the orderer within the scope of orders, which are fulfilled by us punctually in terms of the AGB and to agreed deadlines, entitles us to set a grace period of 14 days for acceptance. If the orderer insists on the rejection of goods, it is left to us to rescind from the contract or to claim for compensation due to a non-fulfilment of the contract. If the orderer has a damage due to a delay, which results out of our personal negligence, he is entitled to demand a compensation for delayed completion by excluding all further claims. This amounts to 0.5 % for each full weak of delay, but at a maximum 5 % of the value of that part of the delivery which cannot be used in time or contractually because of the delay.

4. Warranty

The warranty of BZT machines is one year, for purchased parts (e.g. HF-spindles, vacuum pumps et al.), the warranty of up to 6 months depends on the manufacturer’s information. Claims for defects of the orderer presume that he has fulfilled properly with the owed examination and rebuke obligations according to § 377 HGB. For justified and in time claims for defects there takes place our warranty within the scope of the legal regulations, by excluding further claims in form of supplementary performance by us or third parties, by exchanging parts or a replacement delivery. The supplementary performance is solely carried out at our choice in our premises. The delivery costs are solely born by the orderer. On request, a service technician from BZT can do the service on site. The arising costs will be charged by agreement. If after such a settlement of defects there occurs a renewed and justified claim for defects of the orderer and if it cannot be expected of him to tolerate further reworks or spare part deliveries, thereupon he is entitled to demand a deduction of the purchasing price or the recission of the contract – insofar as faulty goods have been delivered. We reserve the right to bear the orderer with the costs (by issuing a separate invoice) for our efforts for controlling the goods in case of a groundless claim.  No warranty is given for damages resulting out of the following reasons: Inappropriate and improper use, faulty assembly respectively commissioning by the orderer or third parties, natural wear and tear, faulty or careless treatment, inappropriate supplies, alternative materials, chemical, electrochemical or electronic influences, as long as they are not attributable to our fault. Further compensation claims of each kind towards us, our legal representatives, employees or subcontractors are excluded, as far as not agreed otherwise in signed contracts or in the here mentioned AGB. Consequential damages belong to this scope, too. Our warranty for damages resulting out of harm to life, body or health as well as damages resulting out of an act of gross negligence from us, our legal representatives or subcontractors remain unaffected.
For the absence of a guaranteed quality we are responsible within the scope of the clauses §§ 443, 444, 276, section 1 and 639 BGB. All compensation claims - for whatever legal reason and regardless of the question of guilt - are becoming stale with an expiry of 12 months (for purchased parts according to the manufacturer’s information after the expiry of 6 months) from delivery of the goods, the transformation of the goods or the performance of our services, in the case of a consignment from the fourth day after being dispatched by us.

5. Rights of withdrawal

The orderer has the right to withdraw from the contract when the performance of the services is impossible. This is also valid for our incapabilty to perform services. The orderer can also withdraw from the contract if for the order of similar objects the execution of one part of the delivery related to the number of ordered parts is impossible and if he is not interested in a partial delivery; if the orderer does not exert his right of withdrawal for a partial delivery, he is entitled to reduce the counterperformance correspondingly.
If there is a justified delay in performance according to cypher 4 section 6 AGB and if the orderer grants us an adequate grace period and if the grace period is not kept to our fault, the orderer is justified to withdraw from the contract, as long as setting a deadline is not dispensable. If the impossibility takes place during the delay in acceptance or due to a fault of the orderer, then he will be obliged to a counterperformance. Furthermore, the orderer has the right to withdraw, when he let elapse effectlessly by his fault a grace period (imposed by us) for the correction or for a replacement delivery concerning a fault attributable to him and in terms of the delivery conditions. The right of withdrawal for the orderer also exists in the case of the impossibility or incapabilty of a correction or a replacement delivery by us. In the case of a unforeseen event according to section cypher 3 section 3 of these AGB we have the right to withdraw from the contract fully or partially if the events change enormously the economic sense or the content of the services or have enormous effects on our operations. Compensation claims of the orderer for such a withdrawal are excluded. If we want to make use of the right of withdrawal, the orderer has to be informed about it immediately after realising the consequences of the event, and also in that case when initially a prolongation of the delivery time has been agreed with him.

6. Payment terms

As long as the contractual partners do not reach a different agreement, the payment has to be made net, without any deduction and free of expenses, namely 14 days after delivery and issuing the invoice. Other agreements need to be laid down in written. If the payment is not made in due time, we are entitled to invoice interest for default of at leat 8 percentage points higher than the base interest rate. Payments of our orderers are settled in the order of each oldest, still open invoice, including interest and all belonging addtional outstanding debts, if not explicitely agreed otherwise.
Cheques and bills of exchange are only accepted for the sake of payment in each case after prior agreement and by considering all debiting and discount charges. In the case of a delayed payment we are entitled to retain goods until all open amounts are paid completely. In such cases and and also with a discernible worsening of the pecuniary circumstances of the orderer we are justified to demand a payment in advance. If this is refused, all outstanding money is immediately due for payment.

7. Reservation of proprietary rights

We reserve the right of ownership for delivered machines, tools, accessory parts and other goods until the fulfilment of all present and future claims resulting out of the business relationship with the orderer including interest, additional claims and costs of an eventual procesution as well as costs for a possibly necessary intervention because of a garnishment of the delivered goods by third parties. The right of ownership also remains, if single of our claims have been integrated in a current invoice and there has been struck and accepted a balance. Our reservation of proprietary rights is conditioned in that way, that with the full payment all our claims resulting out of the business relationship are passed over without more ado on the goods subject to retention of title of the orderer and the claims assigned to us are due to him. The orderer is entitled to a disposal of the delivered goods only within the scope of duly business transactions.
In the case of a debiting of the delivered goods with the rights of a third party the orderer will inform us about it immediately. In the case of a resale he already now assigns all future claims towards a third party resulting out of the resale of delivered goods to us. When the goods subject to retention of title are processed and sold by the orderer together with other, not to us belonging goods, the purchasing price claim counts only as assigned in the amount of the value of the goods subject to retention of title. The orderer has to reserve the restricted property of the goods due to him towards his buyers, until the purchasing price will be totally paid by them. The orderer is entitled to collect the claim resulting out of the purchase of the goods. On request he has to inform us about the debitors of the assigned claims. The assignment can be indicated to the debitors by us. The orderer cannot gain any property by manufacturing and processing of the goods to a new object. He manufactures respectively processes for us as a producer according to § 950 BGB, without any obligements for us, also the manufactured respectively processed delivery objects serve as a protection of all our rights. With the processing of other, not belonging to us objects, we will be coproprietor of the new object in proportion of the value of our goods to the other processed objects. The orderer also assigns the claims to us for a protecion of our claims towards him, which are produced towards his customers by connecting the delivery object with other objects. We commit ourselves to release entitled guarantees on customer’s request insofar that the realisable value of our guarantees exceeds the claims to be protected for more than 10 %, the selection of the claims to be released is in our responsibily.

8. Place of execution and place of jurisdication

Place of execution for deliveries is Leopoldshöhe. Place of execution for payments is Leopoldshöhe. Place of jurisdication, also for bills of exchange, cheques and certificate procedures, is the court locally and factually in charge for Leopoldshöhe, irregardless of our right to call the court generally in charge for the domicile of the orderer. The legal relationships between us and our customer are ruled according to the factual German Law to the exclusion of the CISG.

9. Final clauses

If single clauses of these AGB should be ineffective or not appliable or should become it in the course of the contractual obligements, nevertheless all the clauses remain valid at all time. An ineffective and not appliable clause can be seen as replaced by that effective and appliable one, which is closest to the legal possible one related to the economical purpose pursued by the parties.