Terms and Conditions

Terms of Sale, Delivery, and Payment

1. Offer and Price

Our offers are always non-binding, with a validity period of 4 weeks. The prices applicable on the day of delivery shall apply. Prices are quoted in euros, plus statutory VAT, unless stated otherwise. Subject to No. 4, they apply ex our warehouse, excluding packaging. Special customer requests regarding packaging (e.g. rail freight costs with fixed padding) or shipping method (express, express freight, rail containers, mail, etc.) will be met where possible; the costs for this will be charged separately. For goods with a value of less than €50, a small-order surcharge of €25 will be charged.

2. Order

Orders require our written confirmation or the dispatch of the ordered goods for their acceptance. These terms and conditions of sale, delivery and payment apply exclusively to all business dealings with our customers, even if the customer was only aware of them from previous transactions and offers. The customer's terms and conditions apply only insofar as they are consistent with our terms, even if we do not expressly object to the customer's deviating terms. Agreements that deviate from these terms or from an order confirmed in writing, or that contain amendments to them, require our written confirmation to be effective. We reserve the right to make technical improvements or adjustments to the applicable technical and design standards even after order confirmation, provided this is reasonable for the customer. We are entitled to increase prices if the increase is based on circumstances that arose only after conclusion of the contract and for which we are not responsible; the price increase must remain within the scope of the changed circumstances. If, after conclusion of the contract, a change occurs in the customer's company, corporate structure, or person that reduces its creditworthiness and/or capacity, or if we learn of a reduced creditworthiness and/or capacity that already existed before conclusion of the contract, we are entitled, at our discretion, to declare all claims immediately due — even if bills of exchange or cheques have been given for them — or to demand security. In any case, we may make further deliveries dependent on prior payment of outstanding claims and, for newly accepted orders, on advance payment. Furthermore, we are entitled, after setting a reasonable grace period with a threat of refusal, to withdraw from the contract in whole or in part or to claim damages for non-performance.

3. Delivery, Delivery Time, Partial Delivery

Delivery is generally made ex works. We only undertake to meet specific delivery dates if they have been agreed in writing. For orders in which a specification of services must be provided for the project planning work to be carried out by KnorrTec, delivery dates are only valid once the scope and nature of the deliveries and services have been confirmed in writing by the customer. If failure to meet a delivery date agreed in writing is demonstrably due to force majeure, e.g. mobilization, war, riot, strike, lockout, or other events beyond our control that we could not reasonably avert, the deadline shall be extended appropriately. If a delivery date agreed in writing is not met for reasons other than those stated above, the customer may — provided the customer proves that damage has resulted from the delay — demand compensation for each completed week of delay of ½ % up to a maximum of 6 % of the value of the part of the delivery that was not made in accordance with the contract. Further claims for damages are excluded. The customer may also demand payment of the default compensation if the circumstances mentioned in para. 1, sentence 2 occur only after the culpable exceeding of the originally agreed deadline. The customer's right of withdrawal after the fruitless expiry of a reasonable grace period set by us remains unaffected. If delivery of goods not ordered for a specific date is delayed beyond the period customary in the industry, the customer may withdraw from the contract after setting a reasonable grace period. Claims for damages by the customer, regardless of the legal basis, are excluded in all cases of delayed delivery, even after expiry of a grace period set by us. This does not apply insofar as we are mandatorily liable in cases of intent or gross negligence. We are permitted to make partial deliveries.

4. Shipping

Shipping is at the customer's risk, unless the damage is covered by cargo transport insurance taken out by us; this also applies to any returns.

5. Payments

Invoices are issued at or after delivery. However, for orders with an invoice value exceeding DM 10,000.00 (EUR 5,000.00), invoicing will be carried out at 40 % upon order confirmation and 60 % upon delivery or handover. For partial deliveries, the amount of the second installment payment is determined by the share of the partial delivery in the total delivery volume. Our invoices are payable within 30 days of the invoice date without any deduction. For payments made within 10 days of the invoice date, we grant a 2 % cash discount on the net value of the goods plus statutory VAT. Our other due, unpaid claims must be deducted from the invoice amount when determining the discountable amount. For first-time customers, the above-mentioned 40 % advance payment is due immediately. Invoices for services, as well as for spare parts and repairs, are due immediately, net cash, and are not eligible for a cash discount. In the event of default, we are entitled to charge default interest at a rate of 16 % p.a. Only persons holding written collection authorization issued by us are authorized to collect payments. We accept bills of exchange in payment only by special agreement, with the resulting expenses and costs charged to the customer. Our claim expires only once the cheques or bills of exchange handed to us have been honored. The customer may set off against our claims or assert a right of retention only if the customer's counterclaim is undisputed by us or a final and binding judgment against us exists.

6. Development Orders

The buyer does not acquire any inventor's rights to the developed items or to the equipment used to manufacture these items, even if the buyer has contributed to part of the development and/or manufacturing costs.

7. Tooling Costs

By contributing a share of the costs, the purchaser does not acquire any entitlement to the tools themselves.

8. Retention of Title

The goods delivered by us remain our property until full payment of all our present and future claims arising from the business relationship with the customer. Our claims are not extinguished by inclusion in a current-account balance and its acknowledgment. The customer may resell the goods delivered by us only in the ordinary course of business, either against cash payment or subject to an agreed retention of title, or, when passing them on to resellers, only subject to an agreed extended current-account retention of title. The customer must store the goods belonging to us properly and insure them adequately. Pledges and security assignments, as well as any other disposal of these goods, are not permitted; we must be notified immediately and any third party levying execution must be informed of our retained title. All costs incurred by us in warding off third-party access to the goods subject to retention of title, in particular seizure, shall be borne by the customer insofar as these cannot be recovered from third parties. In the event of resale of the goods delivered by us, these must be invoiced separately from goods of other suppliers. Our customer hereby already assigns to us, until full payment of our claims mentioned in para. 1, the claims arising against the purchasers upon resale in full, together with all ancillary rights (retention of title, security ownership, bills of exchange, etc.). If a genuine or non-genuine current-account relationship exists between the customer and its purchasers, the customer hereby additionally assigns to us the claims arising from the current-account relationship, the right to have the balance determined, and the balance claims. In the case of payment by cheque or bill of exchange, title to these instruments passes to us as soon as the customer acquires it; the handover of the instruments is replaced by the customer initially holding them in safekeeping for us. If the customer has the bill of exchange discounted, the customer hereby assigns the discount proceeds to us in advance. If the goods delivered by us were sold by the customer together with goods from other suppliers under a single combined invoice, the portion of the total invoice amount attributable to the goods from our deliveries contained in the combined invoice is assigned to us; the same applies correspondingly to the ancillary rights (e.g. retention of title, security ownership, bills of exchange, etc.). If and insofar as the claims assigned to us are not asserted by us ourselves, the purchaser is entitled to collect these claims and realize the ancillary rights. The customer's authorization to collect and its entitlement to realize ancillary rights is revocable for good cause, in particular in the event of a material deterioration in the customer's financial situation. It lapses without the need for revocation if the customer fails to meet its payment obligations to us, if judicial or extrajudicial composition or insolvency proceedings are opened against the customer, or if the opening of insolvency proceedings against the customer is rejected for lack of assets. Without our prior written consent, our customer may neither reassign to third parties the claims previously assigned to us (in particular to financing institutions or as part of factoring), nor enter into installment payment agreements with financing institutions in respect of goods delivered under our retention of title. Should the securities to which we are entitled under the above provisions exceed our claims by more than 25 %, we will, at the customer's request, release securities of our choosing to that extent. If our customer defaults on the fulfillment of its payment obligations to us, ceases payments, or if judicial or extrajudicial composition or insolvency proceedings are opened over its assets, or if the opening of such proceedings is rejected for lack of assets, the entire remaining debt becomes due immediately, even where bills of exchange with a later due date are outstanding. In this case, the customer must, at our request, provide us with a list of all goods still in its possession that are our property, and a statement of the claims assigned to us, including the debtor's name and address and the amount of the claims. If the conditions of para. 6 are met, the customer must, at our request, notify the debtors of the assignment of the claim to us, whereby we remain free to make this notification ourselves. In the cases referred to in para. 6, we are also entitled to reclaim the goods that are our property in order to secure our claims, without needing to declare withdrawal from the contract.

9. Complaints, Warranty Claims

Complaints regarding incomplete or incorrect delivery must be submitted in writing immediately after delivery, and notices of defects must be submitted in writing immediately after the defects are discovered. Within one year of delivery, acceptance of functional sub-components, or acceptance of installations, we provide warranty coverage for defects resulting from manufacturing or material faults. If a defect subject to warranty is identified, we are obliged to supply, free of charge, the parts necessary to remedy the defect. Remedying the defect on-site is covered exclusively by the warranty. Any further warranty claims, in particular for damage that did not occur to the delivered goods themselves, are excluded unless we are guilty of intent or gross negligence. The goods complained about must be sent back to us free of charge, in their original packaging where available, or otherwise in suitable packaging. Our warranty obligation lapses if defects or alterations to the delivered goods result from improper intervention by the customer or other third parties. The warranty obligation likewise lapses in the event of further processing of the goods, excessive wear, improper use, or natural wear and tear of the delivered goods by the customer or other third parties. The occurrence of defects, the notice of defects, and the remedying of defects do not suspend the running of the warranty periods and do not give rise to new warranty periods. Instead of repair and/or replacement delivery, we are entitled to assign our claims against our suppliers to the customer. The customer must grant us a reasonable period for carrying out all defect remedies and for the delivery of spare parts. If this period is refused, all claims against us shall lapse.

10. Place of Performance

The exclusive place of performance for delivery and payment is Beratzhausen.

11. Place of Jurisdiction

If the customer is a merchant not among the tradespeople referred to in § 4 HGB, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction is Regensburg. This also applies to claims arising from bills of exchange or cheques issued. Regardless of the amount in dispute, we may also bring proceedings before the locally competent local court (Amtsgericht).

12. Non-Merchant Business Transactions

For the applicability of the above terms and conditions in business dealings with customers who are not merchants within the meaning of § 24 para. 1 (nos. 1 and 2) ABGB, the following deviations are agreed. No. 1, sentence 2 (reservation of price changes) does not apply. No. 6 (retention of title) is amended to read as follows: The delivered goods remain our property until the entire purchase price has been paid. Our claims are not extinguished by inclusion in a current-account balance and its acknowledgment. The customer may resell the goods delivered by us only in the ordinary course of business, either against cash payment or subject to an agreed retention of title. Until our purchase price claims have been paid in full, the customer assigns to us the claims arising against the purchaser upon resale in full, together with all ancillary rights (retention of title, security ownership, etc.). Our retention of title also extends to the new product created by combining the goods delivered by us with other items. In the case of combination with third-party items, we acquire co-ownership, which the customer must hold in safekeeping for us. No. 7 (Complaints, Warranty Claims) is amended to read as follows: During the warranty period of 12 months after the transfer of risk of the delivery to the customer, we will remedy defects subject to warranty, at our discretion, by free-of-charge repair or replacement delivery. If the repair or replacement delivery fails, the customer may, at their discretion, demand a reduction in the purchase price or rescission of the contract. The place of jurisdiction is the customer's place of residence.

13. Severability Clause

Should individual provisions of this contract be or become invalid or void, this shall not affect the validity of the remaining provisions of this contract. The parties undertake to replace any invalid or void provisions with new provisions that, in a legally permissible manner, achieve the economic purpose contained in the invalid or void provisions. The same applies if a gap should be found to exist in the contract. To fill such a gap, the parties undertake to work towards establishing appropriate provisions in this contract that come as close as possible to what the contracting parties would have determined, in accordance with the meaning and purpose of the contract, had they considered the matter at the time.