Terms and Conditions

General Terms and Conditions (GTC) of Schliesing Machinery GmbH, 47906 Kempen

I. General and conclusion of contract

1. These general terms and conditions of sale, delivery and payment apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). All deliveries and services of Schliesing Machinery GmbH (hereinafter: Schliesing) are subject to these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the customer shall not become part of the contract even if the order is accepted.
2. These terms and conditions of sale shall also apply to all future transactions between Schliesing and the purchaser.
3. All offers are subject to change. In the absence of a special agreement, a contract is concluded with the written order confirmation by Schliesing or with the sending of the invoice.
4. The order signed by the purchaser is a binding offer. Schliesing may accept this offer within two weeks by sending an order confirmation or fulfil the customer's order within this period. Schliesing is obliged to inform the purchaser immediately if it does not accept the offer.
5. The information given in catalogues, brochures, circulars, advertisements, illustrations and price lists regarding weight, dimensions, services, prices and the like are only approximate values and are generally subject to continuous change. They shall become binding if express reference is made to them in the contract. Otherwise, the data relevant on the date of the order confirmation shall be deemed to have been agreed. Specifications for used machines and devices are approximate and non-binding.
6. Schliesing reserves the property rights and copyrights to illustrations, drawings and other documents; they may only be made accessible to third parties with express written consent.

II. Prices and terms of payment

1. In the absence of a special agreement, prices are net ex works or ex warehouse plus the applicable statutory value added tax and any costs/fees/charges incurred for freight/taxes or costs associated with transport, including those for letters of credit and/or other documents required for the fulfilment of the contract as well as packaging costs.
2. Unless otherwise agreed, invoices from Schliesing are payable without deduction 10 days after the invoice date. The agreement of a discount must be made in writing.
3. Incoming payments always serve to settle any existing, older obligations of the ordering party.
4. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labour, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.
5. The customer shall only be entitled to withhold payments or offset them against counterclaims insofar as his counterclaims have been legally established, are undisputed or have been recognised by Schliesing. The orderer is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
6. If the purchaser is in default of payment, Schliesing shall charge default interest at the statutory rate (currently 8 percentage points above the base interest rate) without special proof. If a higher damage caused by default can be proven, Schliesing is entitled to claim this.
7. Schliesing's claims shall become due immediately if the ordering party is in default of payment or if other circumstances arise that indicate that Schliesing's claim for payment is jeopardised by the ordering party's inability to pay. Schliesing is then entitled to demand security for outstanding deliveries/services from the business relationship, advance payment only if the customer does not provide sufficient security.
8. The statutory provisions on default of payment shall remain unaffected.

III. Delivery

1. Delivery times begin with the date of the order confirmation by Schliesing, but not before complete clarification of all details of the order, in particular the timely fulfilment of the customer's contractual obligations.
2. Compliance with the delivery period is subject to correct and timely delivery to Schliesing.
3. If non-compliance with the delivery time is due to force majeure, labour disputes or other events beyond Schliesing's control, the delivery time shall be extended accordingly. This also applies if such events occur during an existing delay. Schliesing shall inform the customer of the beginning and end of such circumstances as soon as possible. If, due to the aforementioned events, the fulfilment of the contract becomes unreasonable for one of the contracting parties, in particular if the fulfilment of the contract is delayed in essential parts by more than 6 months, this party may withdraw from the contract. Other rights of cancellation remain unaffected. Claims for damages due to delay in delivery are excluded in the cases mentioned in this paragraph.
4. Partial deliveries are permissible, provided they are reasonable for the customer.
5. If the customer is in default of acceptance or culpably violates other obligations to co-operate, Schliesing shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses.Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the goods shall pass to the ordering party at the point in time at which the ordering party is in default of acceptance or debtor's delay.
6. The general terms and conditions of the customer, which provide for a contractual penalty for its suppliers in the event of a delay in delivery, are expressly rejected.
7. Before delivery outside the Federal Republic of Germany, the ordering party must inform Schliesing of its VAT identification number, under which it carries out the purchase taxation.If the goods are shipped abroad by the ordering party, its authorised representative or a third party, the ordering party must pay Schliesing an amount equal to the VAT amount applicable to domestic deliveries from the invoice amount.

IV. Dispatch and transfer of risk

1. The risk is transferred to the ordering party when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the factory or warehouse.
2. If the loading or transport of the goods is delayed for a reason for which the purchaser is responsible, Schliesing shall be entitled to store the goods at its reasonable discretion at the expense and risk of the purchaser, to take all measures deemed appropriate to preserve the goods and to invoice the goods as delivered. The statutory provisions on default of acceptance shall remain unaffected.
3. If Schliesing demands compensation for damages in the event of the above-mentioned default of acceptance, this shall amount to 15 per cent of the purchase price.The compensation shall be set higher or lower if Schliesing proves higher damages or the customer proves lower damages.

V. Retention of title

1. All delivered goods shall remain the property of Schliesing until complete fulfilment of all claims, in particular also the respective balance claims to which Schliesing is entitled within the scope of the business relationship. At the request of the ordering party, Schliesing is obliged to waive the retention of title if the ordering party has indisputably fulfilled all claims in connection with the object of purchase and adequate security exists for the remaining claims from the current business relationship.
2. The purchaser is permitted to resell the goods subject to retention of title in the ordinary course of business as long as he is not in default. The purchaser hereby assigns to Schliesing the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with Schliesing (including VAT). This assignment shall apply regardless of whether the reserved goods have been resold without or after processing.The customer remains authorised to collect the claim even after the assignment. Schliesing's authorisation to collect the claim itself remains unaffected.However, Schliesing shall not collect the claim as long as the customer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and no payment stops have been made. However, Schliesing shall not collect the claim as long as the customer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended. However, Schliesing will not collect the claim as long as the customer fulfils his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
3. If the invoice value of the existing securities exceeds the secured claims including ancillary claims (interest, costs and others) by more than 20% in total, the customer may demand the release of securities at Schliesing's discretion.
4. The ordering party is obliged to treat the goods with care as long as ownership has not yet been transferred to him.In particular, when purchasing high-value goods, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer must carry this out himself at his own expense.
5. For the duration of the retention of title, Schliesing shall be entitled to possession of any vehicle registration document.
6. During the existence of the retention of title, the customer is prohibited from pledging or assigning the goods subject to retention of title as security. The ordering party must inform Schliesing immediately in writing of all access by third parties, in particular of enforcement measures and other impairments of its property. The ordering party shall reimburse Schliesing for all damages and costs incurred by a breach of this obligation and by necessary intervention measures against access by third parties.
7. If the reserved goods are processed, combined or mixed with other goods by the orderer, Schliesing shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used.If Schliesing's ownership expires as a result of combining, mixing or processing, the orderer hereby transfers the ownership or expectant rights to which he is entitled to the new stock or item to the extent of the invoice value of the reserved goods to the invoice value of the other goods used and shall store them free of charge for Schliesing. The co-ownership rights of Schliesing shall be deemed to be reserved goods within the meaning of clause 1.8. in the event of breaches of duty by the ordering party, in particular in the event of default of payment, Schliesing is entitled to withdraw from the contract in addition to taking back the goods after the unsuccessful expiry of a reasonable deadline set for the ordering party; the statutory provisions shall apply.
8. In the event of breaches of duty by the ordering party, in particular default in payment, Schliesing is entitled to withdraw from the contract in addition to taking back the goods after the unsuccessful expiry of a reasonable deadline set for the ordering party; the statutory provisions on the dispensability of setting a deadline remain unaffected.The customer is obliged to surrender the goods.The taking back or assertion of the retention of title or the seizure of the reserved goods by Schliesing does not constitute a cancellation of the contract, unless Schliesing has expressly declared this. Schliesing may satisfy its claims from the repossessed goods subject to retention of title through private sale.
9. If the goods are taken abroad, the following shall apply:If the goods were shipped abroad before payment of all amounts owed by the customer under the contract, they shall remain the property of Schliesing until full payment has been made, insofar as this is permissible under the law in whose jurisdiction the goods are located. If this law does not permit the retention of title, but allows Schliesing to reserve other rights to the goods, Schliesing may exercise all rights of this kind. The customer is obliged to co-operate in the measures taken by Schliesing to protect its right of ownership or the right to the goods replacing it.
10. Schliesing reserves the right to assign its purchase price claims due in connection with deliveries of goods, including any instalments and fees due, to third parties.Schliesing also reserves the right to pledge due claims of the above type to third parties.

VI. Material defects

1. The ordering party must inspect the goods delivered by Schliesing immediately after delivery. Obvious defects - including the absence of guaranteed properties - must be reported in writing immediately, but at the latest within 14 days of receipt of the goods, hidden defects immediately after their discovery, but at the latest within a period of 14 days after becoming aware of them.If the customer fails to give notice in due form and time, the goods shall be deemed approved.
2. Claims for defects on the part of the purchaser shall lapse 12 months after the transfer of risk in the case of the purchase of new goods.In the absence of a special agreement, no warranty is assumed for the sale of used goods. The above provisions shall not apply insofar as the law according to.
   § 438 para. 1 no. 2 BGB (buildings and items for buildings), § 479 para. 1 BGB (right of recourse) and § 634 a para. 1 BGB (building defects) prescribes longer periods. Schliesing's consent must be obtained prior to any return of the goods. The above reduction of the limitation period to one year does not apply to liability for damages caused by gross negligence or wilful misconduct or for damages resulting from injury to life, limb or health caused by a negligent breach of duty by the seller.An intentional or negligent breach of duty on the part of the seller is equivalent to that of a legal representative or vicarious agent.In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality, further claims shall remain unaffected.
3. To the exclusion of further claims, Schliesing warrants compliance with expressly assumed guarantees as well as defect-free designs, manufacture and defect-free material at the time of the transfer of risk in such a way that Schliesing will either repair or replace free of charge parts of its delivery that are unusable or whose usability is significantly impaired as a result of such defects.Replaced parts become the property of Schliesing.Of the direct costs arising from the repair or replacement delivery, Schliesing shall bear the costs of the replacement part, including dispatch, as well as the reasonable costs of dismantling and installation, insofar as the complaint proves to be justified, and, if this can be reasonably demanded in the individual case, the costs of any necessary ordering of fitters and assistants. Otherwise, the customer shall bear the costs.Schliesing provides a warranty for repair work and installed or replaced parts to the same extent as for the usual delivery item.
4. The ordering party must grant the necessary time and opportunity to carry out necessary rectification work and must carry out the work exceeding the original scope of the order at his own expense.
5. Additional costs for work outside regular working hours, such as overtime and work on public holidays, night and night shift work, shall be borne by the customer. The warranty does not apply to natural wear and tear and parts that are subject to premature wear and tear due to their material properties or the nature of their use; nor to damage resulting from improper storage, handling or use, incorrect assembly or commissioning - unless Schliesing is responsible -, excessive strain, unsuitable operating materials, chemical, electromechanical or electrical influences. The same applies to other circumstances occurring after the transfer of risk, which have arisen through no fault of Schliesing. Claims for defects also do not exist in the case of only insignificant deviation from the agreed quality or in the case of only insignificant impairment of usability.6. claims of the ordering party for expenses incurred for the purpose of supplementary performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by Schliesing have subsequently been moved to a location other than the ordering party's branch office, unless the relocation corresponds to their intended use.
6. Claims of the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by Schliesing have subsequently been taken to a place other than the purchaser's branch office, unless the transfer corresponds to their intended use.
7. The ordering party's right of recourse against Schliesing shall only exist insofar as the ordering party has not made any agreements with its customer that go beyond the legally mandatory claims for defects.
8. Schliesing reserves the right to charge the purchaser separately for all costs incurred in inspecting the goods in the event of unfounded complaints.

VII. Liability

1. If Schliesing is liable under the statutory provisions in accordance with these terms and conditions for damage caused by slight negligence, Schliesing's liability shall be limited: Liability shall only exist in the event of a breach of obligations whose fulfilment is essential for the proper execution of the contract, whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the customer regularly relies (essential contractual obligations) and shall be limited to the typical damage foreseeable at the time of conclusion of the contract. This limitation shall not apply in the event of injury to life, limb or health. Insofar as the damage is covered by an insurance policy taken out by the customer for the relevant claim (with the exception of comprehensive insurance), Schliesing shall only be liable for any associated disadvantages suffered by the customer, e.g. higher insurance premiums or interest disadvantages until the claim is settled by the insurance company. Schliesing shall not be liable for damages caused by slight negligence due to a defect in the object of purchase.
2. Irrespective of any fault on the part of Schliesing, any liability on the part of Schliesing for fraudulent concealment of the defect, from the assumption of a guarantee or a procurement risk and under the Product Liability Act shall remain unaffected.
3. The principles stated in this section VII also apply to the personal liability of Schliesing's legal representatives, vicarious agents and employees for damage caused by them through slight negligence.

VIII. Further information

1. Legal relations between the parties shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods and to the exclusion of conflicting legal norms.
2. place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract is the registered office of Schliesing, unless otherwise stated in the order confirmation.Schliesing is also entitled to file suit at the registered office of the ordering party.

General Terms and Conditions Schliesing Machinery GmbH, Industriering Ost 42, 47906 Kempen As of: 04.2011.