Terms and Conditions

I General

1. The following terms and conditions, as amended on June 20, 2007, shall apply to our deliveries and services, including information, advice and repairs. The customer’s terms and conditions shall only apply if and to the extent that we expressly accept them in writing.

2. All agreements, ancillary agreements and amendments to the contract must be made in writing; this also applies to a waiver of this written form clause. Verbal or written commitments that deviate from our contractual terms and/or order confirmations require the consent of our management to be effective. Otherwise, our office and field staff have no authority to make deviating agreements or to grant special conditions.

II. Information, Consultations

1. Information and advice regarding our products are based on our experience to date. The values given, in particular the performance data, are average values determined in tests under standard laboratory conditions. We cannot assume any obligation for exact compliance with the values and application possibilities. Section XI. of these conditions applies to any liability.

III. Offer and conclusion of contract

1. Our offers are subject to change. A delivery or other contract is only concluded when we have confirmed the customer order or other order in writing or have delivered the goods.

2. All information about our products, in particular the illustrations, drawings, weights, dimensions and performance specifications contained in our offers and printed materials, are to be regarded as approximate average values; this applies in particular to information in advertising brochures. The subject matter of the contract is exclusively the sold product with the properties and features as well as the intended use according to the product description enclosed with the sold product (machine manuals). Other or far-reaching properties and/or features or a purpose of use beyond this shall only be deemed agreed if they are expressly confirmed by us in writing. Unless limits for permissible deviations are expressly specified in the order confirmation and designated as such, deviations that are customary in the industry or that are reasonable for the customer (manufacturing and performance tolerances) are permissible.

IV. Prices

1. The prices valid on the day of the final order confirmation according to our price list shall apply, unless expressly agreed otherwise.

2. All prices are net prices in Euro without value added tax, which the customer has to pay additionally in their respective legal amount.

3. The agreed prices are calculated by us taking into account the wage, material and energy costs applicable at the time of conclusion of the contract. If such costs increase within a period of 6 weeks after order confirmation until completion of the order, we shall be entitled to demand a proportionately increased price as consideration within the scope of the percentage share of these costs in the agreed price.

4. The price for working hours refers to normal working hours and work performance. For overtime and night work, Sunday and holiday hours, as well as for work under difficult conditions, the corresponding surcharges are added to the effective wage.

5. Unless expressly agreed otherwise, the customer shall additionally bear freight costs, special packaging costs exceeding the customary packaging, ancillary charges, public charges and customs duties, as well as the costs of monetary transactions.

6. The due date of the fees is determined as follows:

In the case of invoices for assembly services and commissioning, as well as regardless of their invoice value in the case of charges for spare parts deliveries, payment must be made within 14 days of dispatch of the goods or handover to the customer in the case of collection. Unless otherwise agreed.

The invoice value shall be determined on the basis of the value of the individual order. No aggregation of several individual orders shall take place, irrespective of any inclusion in an invoice document.

V. Delivery

1. Delivery periods (deadlines) shall commence on the date of our order confirmation, but not before all details of the order have been clearly clarified and any necessary documents, approvals, certificates, releases have been provided, and the applicable or agreed partial payments have been received. This includes in particular details of the profiles to be processed, profile drawings as well as details of the setting of the machine to be supplied and the sending of workpieces which are necessary for the preparation of the order. They shall be deemed to have been complied with upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.

2. In the case of deadlines and dates that are not expressly designated as fixed in the order confirmation, the customer may set us a reasonable deadline for delivery/performance two weeks after their expiry. We may only be in default upon expiry of this grace period.

3. Deadlines and dates shall be extended, without prejudice to our rights arising from default on the part of the customer, by the period of time by which the customer fails to meet its obligations to us, in particular its payment obligations. In the event of our default or impossibility – for whatever reason – we shall be liable for claims for damages of whatever kind up to a maximum of 5% of the value of the total delivery. Liability is limited to typical and foreseeable damages. Further damages shall only be compensated by us in accordance with Section XII of these Terms and Conditions.

4. The right to self-delivery remains reserved.

5. Cases of force majeure and other events over which we have no control and which make it significantly more difficult or impossible for us to deliver/service, such as operational disruptions (e.g. fire, machine or roller breakage, shortage of raw materials or energy), transport delays, strikes, lawful lockouts, official measures, as well as non-delivery, incorrect or delayed delivery on the part of our suppliers, shall release us from the obligations arising from the respective contract, obstacles of a temporary nature, however, only for the duration of the hindrance plus a reasonable start-up period. The aforementioned circumstances are also not our responsibility if they occur during an already existing delay. Insofar as the customer cannot reasonably be expected to accept the delay, he may withdraw from the contract after our prior consultation by means of an immediate written declaration, insofar as the contract has not yet been partially fulfilled by us.

6. We are entitled to make partial deliveries.

VI. Acceptance and assembly services

1. In the case of assembly or installation of plants, machines or machine parts, the expenses for assembly wages and release are to be reimbursed, for overtime, Sunday and holiday work with corresponding wage supplements. Travel and overnight expenses as well as transport costs for luggage and transport of tools shall be reimbursed by the customer. Invoicing shall be carried out at the rates valid on the day of execution in accordance with our “Installation” invoicing rates. These are based on the provisions of the 5-day week. The fitters are entitled to a weekly trip home.

2. Insofar as we have to provide assembly services, the customer shall be obliged to create all prerequisites for the start of assembly in good time, to obtain any necessary permits and to prepare the assembly site in such a way that the assembly work can be carried out without hindrance. This applies in particular to the necessary on-site measures and the supply of electricity and compressed air.

3. We are not obliged to start the assembly as long as the customer has not
a) has not approved the drawing of the items to be assembled with the dimensions shown therein, which has been executed by us, and
b) has indicated to us in writing that all conditions for an unhindered execution of the assembly work in the sense of the preceding clause are fulfilled.

4. The customer must inform us immediately of any installation obstacles or difficulties. If this does not happen, the customer shall reimburse us for all additional costs incurred as a result.

5. For the duration of the assembly, the customer shall provide safe storage for all items delivered for the assembly work.