General terms and conditions of business of the company Winter-Pressen

1. Conclusion of the agreement
1.1 Agreements will be effective only then, if we expressly confirm them in writing. Deviations from these general terms and conditions of business, collateral agreements, warranties as well as additions or amendments to this agreement are only effective, if they have been confirmed by us in writing.
1.2 Any purchase conditions of the buyer, which conflict with these conditions, are not binding on us even if the purchaser wanted to base the order on his part and we have not contradicted its content exclusively.
2. Scope of the delivery obligation
2.1 The descriptions and specifications defined at the conclusion of the agreement represent the technical status at this time.
2.2 We reserve the right expressively to make amendments to the design, as far as these amendments are not of a fundamental nature and the contractual purpose is not considerably restricted.
3. Prices
3.1 All quoted prices are net prices. The VAT will be calculated at the respective statutory amount.
3.2 Our prices apply ex-factory, location or warehouse. They are understood without packaging, freight, insurance or expenses. The packaging is calculated at cost and will not be taken back, if the supplier is not obliged to do so on the basis of mandatory regulations.
4. Payment conditions
4.1 The prices are calculated in Euro. Payments are to be made without any deduction, in accordance with the following payment conditions: 50% of the order amount plus VAT – on receipt of the confirmation of the order, 30% of the order amount plus VAT – on notification of the readiness of dispatch. Before delivery of the goods order: 20% of the order amount plus VAT: 20% of the order amount 14 days after delivery of the goods ordered.
4.2 Bills of exchange will be accepted only after expressive agreement. The costs of deduction and collection are to be borne by the buyer.
4.3 If the buyer defaults with the payment, then he owes interest as charged by business banks for overdraft credit as default damage.
4.4 If the buyer does not comply with his obligation to pay, in particular a cheque or bill of exchange is not honoured or his payments stopped or if other circumstances become known to us, which make the creditworthiness of the buyer questionable, then we are entitled to make the outstanding remaining amount payable, even if we have accepted bills of exchange or cheques. In this case we are also entitled, as regards all other agreements, to demand payment in advance or security deposits, as well as to withdraw from these agreements with an appropriate grace period or claim damages on account of non-performance.
4.5 The buyer is entitled to retention or compensation only then when the counter demand is ascertained to be undisputed or legally valid.
5. Delivery deadlines
5.1 The delivery is due only if agreement on all technical details of execution is achieved. The compliance of the delivery deadlines presupposes the fulfilment of the contractual obligations (even the subsidiary obligations) of the buyer.
5.2 Circumstances for which we are not responsible extend the delivery deadlines appropriately, even if they occur during a possible delay in delivery.
5.3 The duration of the grace period to be set by the buyer is fixed at a month. The extended liability is ruled out pursuant to § 287 BGB (German Civil Code).
6. Transfer of risk
6.1 The risk is transferred with the dispatch of the ordered goods to the buyer and even when freight-free delivery is agreed on. If the dispatch is delayed through a fault of the buyer, then the risk is transferred to the buyer from that point in which we have notified the readiness to dispatch.
6.2 We are entitled to conclude insurances against transport damage at the costs of the buyer.
7. Warranty
7.1 We are liable for any fabrication and material defects in the manner in which that those parts will be rectified or as per our choice will be replaced with a new one for those which become defective within six months since the day of delivery. If a machine is used in the factory of a businessman in multiple shift operation, then the warranty claims are time-barred after three months.
7.2 Obvious fabrication and material defects have to be notified immediately, at the latest however within a week after receipt of the delivery object. Defects, which cannot be discovered within this period despite careful examination, are to be notified to us in writing immediately after discovery.
7.3 In the event that several improvements for replacement deliveries fail, then the buyer can demand at its discretion a reduction of   the remuneration or revocation of the agreement, this applies then only if the buyer is not a businessman.
7.4 Warranty claims cannot be assigned.
7.5 The above-mentioned regulations do not apply to second-hand machines, which are delivered without any warranties.
8. Liability
8.1 Claim for damages on account of impossibility of service, non-performance, positive violation of breach of contract, culpability upon conclusion of the contract or illegal acts are ruled out against us as also our vicarious agents, as far as the damages have not been caused intentionally or in a grossly negligent manner. If the buyer is a businessman, then the claim for damages mentioned is applicable only in the case of intention and not in the case of gross negligence.
9. Retention of title
9.1 All the goods delivered by us remain our property till the final settlement of all our demands towards the buyer. If several items are delivered then the retention of title of a certain item remains when the as other demands are still outstanding.
9.2 If the value of the securities existing for us exceeds our claims by more than 25%, then we are obliged at the request of the buyer to release the securities for the excessive amount.
9.3 The buyer is authorized to sell the goods under our retention of title only with our written permission. If the former sells the goods delivered by us, then enters into a mutual business relationship from now till the complete amortization of all our demands, then all subsidiary rights (even security deposits) are assigned to us.
9.4 The pledge or the transfer of security is not permissible. In the event of a pledge through third parties the buyer is obliged to notify us in writing immediately at the latest however within three days.
9.5 The assertion of the retention of title as well as the pledging of the delivery object by us is not to be considered as a withdrawal from the agreement, as far as the law relating to hire purchase agreements is applicable.
10. Claim for damages against the buyer
10.1 If the buyer does not accept the delivery object, then he owes compensation amounting to 20% of the agreed purchase price, we are however entitled to request a higher compensation in an individual case. The customer is at liberty to provide evidence that the damage is minor or that there is no damage at all.
11. Special conditions for delivery and installation
11.1 All structural work should be completed before the commencement of the installation as far as possible, so that the installation can be commenced immediately after delivery and so that it can be concluded without any interruption. The substructure has to be completely dry and set. The rooms in which the installation occurs, have to be protected sufficiently against weather exposure, well illuminated and heated.
11.2 The buyer has to have a dry, illuminated and lockable room for the storage of machine parts, materials and tools.
11.3 The buyer is responsible for the unloading of the trucks and the transport of the objects from the truck to the place of installation and commissioning. Moreover the buyer has to provide at his cost: auxiliary machines and skilled labour and the necessary appliances and material requirements.
11.4 The buyer bears the risk of transport of the delivery parts brought.
12. Violation of VAT regulations
12.1 Damages, which are caused to the supplier because the buyer has not complied with the VAT regulations (e.g. wrong VAT ID number), have to be compensated by the buyer.
13. General clauses
13.1 The language of the agreement is German. Only German law is applicable, in particular in the case of business transactions abroad, the standard UN Sales Convention (CISG) is not applicable.
13.2 The place of performance for all obligations from this agreement relationship is Kraichtal.
13.3 The court of jurisdiction for all disputes from this agreement is Bruchsal, if the buyer is a full merchant, a legal entity under public law or a special fund under public law. The supplier is also entitled to file a suit at the registered office of the buyer.
13.4 If one or several of the above regulations are ineffective or invalid, the effectiveness of other regulations are not affected.