§1 Validity of terms
The deliveries, performances and offers of the seller are subject to these terms of business exclusively. These terms therefore also apply to all future business connections, even if they won’t be agreed again explicitly. With the acceptance of the goods or work at the latest, these terms are regarded as being accepted. Counter confirmations of the buyer with regard to his terms of business- respectively terms of purchasing is contradicted herewith.
Deviations from these terms of business are only valid, if being confirmed in writing by the seller.

§2 Offer and completion of contract
The offers of the seller are without obligation and not binding. In order to become legally binding, acceptance declarations and all the orders require to be confirmed by the seller in writing or by telex. The same applies to supplements, alterations or supplementary agreements.
Drawings, pictures, measures, weights or further performance data will only be binding, if this is explicitly agreed in writing.
The seller’s sales personnel are not allowed to reach supplementary agreements or to give verbal assurances, which go beyond the content of the written contract.

§3 Prices
If not stated to the contrary the seller keeps to the prices stated in his offers 30 days from issuing the offer. That prices are decisive that are stated in the order confirmation of the seller plus the respective legal sales tax. Additional deliveries and performances are charged separately.
The prices are quoted ex works or ex warehouse plus freight and packing.

§4 Delivery- and performance time
Delivery, performance dates or deadlines, which can be agreed either with or without obligation, are to be stated in writing.
Delivery and performance periods commence with the date of our order confirmation, however, not before the complete clarification of the particulars of the contract.
Should a not binding delivery or performance period be exceeded by 4 weeks the buyer is entitled to require delivery or performance in writing within an appropriate period.
Delays in delivery and performance due to an act of God and due to incidents which make the delivery more difficult or impossible for the seller, as e.g. strike, lockout, official orders etc. are not to the seller’ s responsibility even in the case of binding agreements regarding deadlines and dates. Those entitle the seller to postpone the delivery respectively the performance for the duration of the hold-ups plus an appropriate time to get restarted or to withdraw from the contract completely or partly concerning the still uncompleted part.
Should the hold-up take more than 3 months the buyer, after having extended the seller’s deadline, will be entitled to withdraw from the contract concerning the still uncompleted part. Should the delivery take a longer time or should the seller be released from his obligation, the buyer is not entitled to derive claims for compensation from that. The buyer can only refer to the mentioned circumstances, if he informs the seller immediately.
Should the seller fall behind, the buyer will be allowed to withdraw from the contract, provided he had extended the deadline by four weeks, which commences with the receipt of the deadline extension through the seller.
If the seller is responsible for the non-compliance with periods and dates binding agreed or, if he falls behind, the buyer has the right to claim for compensation amounting to 0.5% upon completion of every week of the delay, in total, however, at most to 5% of the invoice amount of the deliveries and performances affected by the delay. Requirements beyond that value are excluded, except that the delay is founded on at least culpable negligence of the seller.
The seller is entitled to part deliveries and part performances at any time.

§5 Risk transfer
The risk is transferred to the buyer as soon as the consignment has been handed over into the custody of the first carrier or has left the seller’s warehouse for the purpose of dispatch. Should the dispatch, through no fault of the seller, become impossible the risk is transferred to the buyer with the announcement that the goods are ready for dispatch.

§6 Right of withdrawal
Should a financial setback of the buyer occur after the conclusion of the contract, for instance in the case of an application for bankruptcy proceedings or insolvency proceedings in court, request for and implementation of settlement out of court, fruitless enforcement measures or bill of exchange- or cheque cases or similar incidents occurring around the buyer, the seller is entitled to withdraw from all the contracts which have still not been completed.
In the cases mentioned above the seller is entitled to take back articles, of which, due to the reservation of proprietary rights agreed in §7, he still has the ownership, amounting to all the seller’s requirements which are still unsettled.

§7 Reservation of proprietary rights
Until all requirements (including all the balance requirements on open account), the seller now or in future is entitled to towards the buyer according to each legal justification, are completed, the seller reserves the proprietary right for the delivered goods (reservation goods).
Treating and processing of the reservation goods are always carried out for the seller as the manufacturer, but without obligation for him. The processed goods are regarded as reservation goods in mind of figure 1). If the buyer processes, combines or mixes the reservation goods with other goods, the seller will be entitled to (co)-ownership of the new article, proportional the value of the reservation goods to the value of the other goods used. If the (co)-ownership of the seller expires by combining or mixing, so it will be agreed already now, that the proprietary rights to the new stock or article, the buyer is entitled to, are transferred to the seller in the full extent of the value of the reservation goods. The buyer keeps the seller’s (co)-ownership free of charge.
The buyer is entitled to process and to sell the reservation goods in proper business except in the case of default of payment. Pawning or transfers of ownership as security on a debt are not allowed. In the interest of safety the buyer transfers the claims (including all the balance requirements on open account), which may occur from the resale, the processing or other legal justification (insurance, tort) concerning the reservation goods, already now to the full extent to the seller. The buyer is revocably entitled to collect the claims transferred to the seller for the seller’s account in his name. This direct debit authorization can only be revoked, if the buyer fails to meet his obligation to pay, determined in more detail in $11 4).

§8 Guarantee
The seller guarantees that the products are free of faults regarding manufacture and material.
The period of guarantee commences with the delivery date. Any guarantee will expiry, if the seller’s operating and maintenance instructions are not followed, if alterations are taken to the products, if parts are exchanged or materials are used which are unsuitable.
Obvious defects are to be announced in writing immediately, however, within one week after receipt of the goods at the latest. The seller must be informed about faults which even on due diligence can’t be revealed within this period, immediately after the discovery in writing.
On principle the guarantee is restricted to the touching up. The seller can instead of touching up also decide on replacement.
The buyer can require either reduction of the payment or the cancellation of the contract, should a touching up or a replacement be impossible, should it go wrong after an appropriate period or should it be refused.
Responsibility for general wear is excluded.
Guarantee requirements towards the seller are only up to the buyer and are not negotiable.
Further requirements are excluded. However, the right to claim for compensation due to the non-existence of warranted features stays untouched.

§9 Limitation of liability and lapse of time
Claims for compensation due to impossibility of performance, blame when concluding the contract, offending contractual extra obligations and tort towards the seller as well as towards his accomplice respectively performing trainee are excluded, provided that there is no act of intent or culpable negligence.
The limitation period for these claims is half a year.

§10 Contracts for works and materials
Contracts for works and materials concerning unjustifiable matters can be terminated by either side only based on important reasons.
If the reason for the termination is up to the contractor, he will only be entitled to a payment for the services he rendered until termination.
In all other cases the contractor reserves the right to the agreed payment, however, saved expenditures are to be deducted. Subject to another proof by the customer the contractor is entitled to claim for 20% of the agreed payment or replacement of the damages indeed incurred without further proof.

§11 Payment, charging, and retention
Provided that there are no other agreements the seller’s invoices are to be settled 30 days after issuing the invoice without deduction. Even if the regulations of the buyer are different, so, anyway, the seller is entitled to credit payments against prior debts of the buyer first. If there are already costs and interests, so the seller is entitled to credit the payment against the costs first, then against the interests and finally against the main performance.
Payment is regarded as being effected only then, when the seller is in charge of the amount. Should be paid by cheque the payment is regarded as being effected not before the cheque is cashed.
On deferred payment of the buyer the seller is entitled to charge interests amounting to the bank interest rates of the day for overdraft provisions or else amounting to 6% above the minimum lending rate of the Federal Bank of Germany. The enforcement of a further claim stays reserved.
All the requirements in this business relationship will fall due at once, if the buyer fails to meet his obligation to pay, in particular, if he fails to cash a cheque or discontinues his payments, or, if the seller finds out circumstances which in his dutiful commercial estimation are suitable to reduce the buyer’s credit worthiness. In these cases the seller in entitled to make all the remaining debts payable, irrespective of the period of validity of accepted and credited drafts or accepted cheques for instance. Besides that the seller is entitled to require payments in advance or sureties. Furthermore the seller is entitled to forbid the resale and the processing of the delivered goods and to require the return or the transfer of the indirect title to the delivered goods at buyer’s expense and to revoke the direct debit authorization according to §7 3). In the cases mentioned before after prior notice and having stipulated a deadline the seller is furthermore entitled to enter the buyer’s factory, to take the delivered goods with him and to credit them best possible, by selling them without support, against the open purchase price minus costs arising therefore.
Charging is excluded unless the counter demand is indisputable or determined legally valid. Rights of retention, which are based on other conditions of contract, are excluded.

§12 Applicable right, court of jurisdiction, other
The law of the Federal Republic of Germany applies to these terms of business and all legal matters between the seller and the buyer. Regulations of the Hager Kaufrecht are excluded.
Court of jurisdiction for all disputes directly or indirectly arising under this contract is, as far as authorized by law, jurisdiction Neumarkt i.d. Opf. The buyer can also be taken to court in his court of jurisdiction. As far as authorized by law the seller is entitled to call the county court without considerations regarding the height of the amount in dispute.
If individual regulations of those mentioned before completely or partly don’t become part of the contract or become inoperative, the contract will remain in effect concerning the remaining parts. Instead of the invalid regulations those shall be valid which correspond best to the intended purpose allowed by law.

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