Our Terms and Conditions of Sale and Delivery


Dear Customer:
If you have maintained business relations with us for some time, you know that we want to execute your orders
as quickly as possible and without much paperwork. However, we too cannot do without some general regulations.

•  Applicability of the Terms and Conditions
•  Offer and Conclusion of Contract
•  Prices
•  Delivery and Performance Period
•  Warranty
•  Retention of Title
•  Payment
•  Cancellation by Customer
•  Design Change
•  Restriction of Liability
•  Applicable Law, Place of Jurisdiction, Partial Invalidity


 
1.      Applicability of the Terms and Conditions
 
1.1


1.2
All deliveries by us are governed exclusively by our Terms and Conditions of Sale and Delivery. This applies also to all future deliveries even where our Terms and Conditions of Sale and Delivery are not again expressly agreed upon. Conflicting terms and conditions of purchase of the customer may be applied only if acknowledged by us in writing.
Any deviation from these Terms and Conditions of Business expressed by an agent of us are valid only if confirmed by us in writing.
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2. Offer and Conclusion of Contract
 
2.1

2.2
Our offers are non-binding and subject to confirmation. Legally relevant statements, in particular, but not limited to, declarations of acceptance will be legally effective only if confirmed by us in writing (also via facsimile).
Drawings, pictures, technical data and electric values, measures, weights or other performance data will be binding only if expressly so agreed by us.
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3. Prices
 
3.1


3.2

3.3
Unless otherwise stated, we shall be bound by the prices indicated in an offer for thirty (30) days from the date thereof. The price is exclusive of discounts. The prices specified in our order confirmation plus the applicable legal VAT shall apply. Additional deliveries shall be charged for separately.
The prices apply ex works Bergkirchen b. Muenchen, including packaging, but excluding insurance and shipping charges and / or customs costs, if any, plus legal VAT.
In case of orders for a value of less than EUR 150.00, we will charge a handling fee of EUR 15.00.
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4. Delivery and Performance Period
 
4.1
4.2



4.3



4.4
Dates and periods indicated by us are no fixed dates and periods, unless expressly otherwise agreed upon by us.
Stated delivery periods start to run on the date of our order confirmation. The delivery period will be reasonably extended
in the event of delay due to unforeseeable events (for example, interference with operations, strike, delay in the supply of raw materials). If a delivery is delayed for any of these reasons, no damage claims may be asserted. It is not possible to rescind the contract.

Any interference with delivery, which is not only temporary, due to force majeure or unforeseeable events which we cannot remove by using reasonable efforts will entitle us to rescind the contract. The same applies if we ourselves do not obtain supplies. If and to the extent that an order has already been executed in part, we will be entitled to rescind the contract, in whole or in part, with respect to the non-executed part, unless partial delivery is of no interest to the customer.
We will be entitled, at any time, to make partial delivery, unless partial delivery is of no interest to the customer.
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5. Warranty
 
5.1

5.2


5.3



5.4



5.5
5.6
We warrant that our battery filling system is free from manufacturing defects and defects in material. The warranty period is 24 months.
The warranty period starts to run on the delivery date. No warranty whatsoever will apply if and when our operating and maintenance instructions are not complied with or a change is made to the system or parts are exchanged or consumables are used which are not in compliance with our original specifications or our recommendation.
The customer must notify us in writing of any defect without delay, but no later than within one (1) week from receipt of the supplied item. The customer is obligated to take random samples of each delivery. Defects that cannot be ascertained within such period of one (1) week through careful inspection and despite the random tests must be notified to us in writing immediately after discovery thereof.
Any defective products will be repaired or exchanged by us at no cost during the warranty period or we will issue a respective credit note to you. Any other warranty claims, in particular, but not limited to, claims for compensation for consequential damage shall be excluded. The customer will, however, be entitled to claim rescission of the contract or reduction of the purchase price if and to the extent that repair or replacement fails.
In the event of notification of a product defect by the customer, the product complained about must be sent to us for inspection. 
The preceding paragraphs contain our warranty for our deliveries in a final manner and exclude any other warranty claims of any kind whatsoever.
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6. Retention of Title
 
6.1





6.2





6.3

 6.4
The goods shall remain our property until satisfaction of any and all claims (including also balance claims) which we have or will have against the customer for any legal reason whatsoever on the basis of the business relations. Any installation or transformation will always be made for us as manufacturer, however, without any obligation on our part. In the event that our ownership ceases to exist as a result of combination, we agree, here and now, that the customer's title to the resulting item will pass to us on a pro rata value basis. The customer will keep our (co-owned) property for us gratuitously. Goods which are (co-)owned by us will hereinafter be referred to as reserved goods.
The customer will be entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. The seller, here and now, assigns to us, as security, the full claims arising from resale or for any other legal reason with respect to the reserved goods. We will release the assigned claim in case that the amount of the claims assigned in advance exceeds the secured claim by more than twenty percent (20%). We revocably authorize the customer to collect the claims assigned to us in his own name, for our account, provided that the customer acts in compliance with the contract. At our request, the customer shall, however, disclose the assignment and provide to us the necessary information and documents.
In case of access to the reserved goods, the customer must refer to our ownership and notify us immediately. The costs thereof shall be borne by the customer. 
In the event of conduct of the customer contrary to the contract, in particular, but not limited to, delay or default in payment, we will be entitled to repossess the reserved goods at the customer's cost and expense or, as the case may be, to claim assignment of the purchaser's claims for return against third parties. Repossession or attachment of the reserved goods by us shall not constitute rescission of the contract, unless the 'Verbraucherkreditgesetz' [Consumer Credit Act] applies. We will give the goods back to the customer once he has fulfilled his payment obligations.
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7. Payment
 
7.1



7.2


7.3


7.4



7.5

7.6
Unless otherwise agreed upon, our invoice amounts shall be payable to us in EURO, free of charges, within fourteen (14) days from invoicing less two percent (2%) discount or within thirty (30) days from invoicing net cash. No rebate or discount will be granted for invoices providing for a value of the goods of up to EUR 150.00. They shall be due and payable without any deduction immediately after receipt.
We will be entitled, despite any provisions of the customer to the contrary, to offset payments first of all against the customer's older debts. In the event that costs and interest have already accrued, we will be entitled to offset the payments first of all against the costs and then against the interest and finally against the principal claim.
If the customer is in default, we will be entitled, from the respective point in time on, to charge interest at a rate equal to the rate charged by the commercial banks for open current account credits, but no less than six percent (6%) above the discount rate of Deutsche Bundesbank applicable from time to time plus legal VAT.
If the customer fails to fulfill his payment obligations, in particular, fails to honor a check or stops payments or if we obtain knowledge of other circumstances which render his creditworthiness doubtful, we will be entitled to claim payment of the total debt balance even if we accepted checks. In such case, we will be entitled, in addition, to claim advance payment or provision of security. 
The customer will be entitled to offsetting or retention only if and when the counterclaims are uncontested or have become res judicata.
In case of customers unknown to us, we reserve the right to promise delivery only against advance payment or against cash on delivery.
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8. Cancellation by Customer
 
8.1
8.2

8.3
Any cancellation of an order shall require our consent.
If we agree with the cancellation of an order, the customer shall be obligated to pay an amount equal to five percent (5 %) of the value of the cancelled goods, but no less than EUR 25.00 for accruing administrative costs.
Warranty claims of the customer pursuant to para. 5 shall remain unaffected.
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9. Design Change
 
9.1 The right to make design and form changes is hereby reserved during the delivery period. There shall be no obligation to make any such changes also to goods already delivered. If and to the extent that the customer cannot reasonably be expected to accept deviations or changes, he may rescind the contract. Such rescission must, however, be made within fourteen (14) days from knowledge of the deviation or the change.
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10. Restriction of Liability
 
10.1 The right to assert damage claims against us on the basis of impossibility of performance, delay/default, positive violation of contractual duty, culpa in contravened or tort shall be excluded as far as no intent or gross negligence is involved.
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11. Applicable Law, Place of Jurisdiction, Partial Invalidity
 
11.1


11.2

11.3
These Terms and Conditions of Sale and Delivery and the whole legal relations between us and the customer shall be governed by the laws of the Federal Republic of Germany exclusive of the conflict of law rules. The application of the UN Sales Convention shall be excluded.
In the event that court proceedings cannot be avoided, the exclusive place of jurisdiction for any and all disputes arising directly or indirectly from the contractual relationship shall be Munich.
If any provision of these Terms and Conditions of Sale and Delivery or any provision within the framework of other agreements is invalid, this shall not affect the validity of all other provisions or agreements.
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