1. Offer / Offer Documents

1.1 We are bound by our offers for a period of 60 days from the date of issue. Orders received after this acceptance period shall constitute new offers from the customer, which shall only become legally effective upon our express acceptance and confirmation.

1.2 We reserve ownership and copyright in all illustrations, drawings, calculations, and other documents. This also applies to written documents marked as “confidential.” Such documents may not be disclosed to third parties without our express written consent.

2. Conclusion of Contract / Scope of Performance

2.1 The contract is concluded once we have confirmed acceptance of the order in writing. The scope of performance is defined by our written order confirmation. Any side agreements and changes require our written confirmation.

2.2 Verbal statements and agreements require written confirmation to be legally binding.

3. Prices and Payments

The prices stated in the order confirmation are fixed lump-sum prices and apply ex our place of business. Value-added tax in accordance with the applicable German VAT Act (UStG) will be added to the prices.

4. Terms of Payment / Assignment Prohibition

4.1 Payments must be made within 14 calendar days from the invoice date, without any deductions, to the company’s designated payment location, as follows:

• 30% of the order value upon order placement and contract award;

• 50% of the order value when the main components of the system(s) are ready for dispatch and this has been communicated to the customer;

• 20% after acceptance by the customer.

4.2 The withholding of payments or offsetting against disputed counterclaims of the customer is excluded, unless such counterclaims have been legally established.

4.3 The customer may not assign any claims arising directly from this contract to third parties without the express consent of the company.

5. Retention of Title

5.1 We retain ownership of the delivered goods until all payments arising from the delivery contract have been received. In the event of contractual breach by the customer, particularly in the case of payment default, we are entitled to repossess the goods. Repossession constitutes a withdrawal from the contract. After repossession, we are entitled to sell the goods, and the proceeds—minus reasonable realization costs—shall be credited against the customer’s obligations.

5.2 The customer must handle the delivered goods with due care; in particular, they must insure them at their own expense against fire, water, and theft damage at replacement value. If maintenance and inspection work is necessary, the customer must perform it in good time at their own expense.

5.3 In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we may bring an action pursuant to § 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of such an action, the customer shall be liable for our loss.

5.4 Any processing or transformation of the delivered goods by the customer shall always be carried out on our behalf. If the delivered goods are processed—also by us during installation—with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods (final invoice amount, including VAT) to the other processed items at the time of processing. The same provisions applicable to goods under retention of title shall apply to the new item created through processing.

5.5 If the delivered goods are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer’s item is regarded as the main item, it is agreed that the customer shall transfer proportionate co-ownership to us. The customer shall hold the sole ownership or co-ownership thus created on our behalf.

5.6 We undertake to release securities to which we are entitled upon the customer’s request, insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall decide which securities to release.

6. Deadlines and Dates

6.1 Agreed deadlines commence only after all technical details have been fully clarified.

6.2 Compliance with delivery dates further requires timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.

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7. Handover, Acceptance, Transfer of Risk

7.1 The risk shall pass, in the case of delivery without installation/assembly, at the moment the goods are dispatched or collected by the customer. Upon the customer’s request, we will arrange transport insurance at the customer’s expense.

7.2 In the case of delivery with installation/assembly, the risk shall pass upon completion of installation/assembly.

8. Required Technical Condition

8.1 Our retrofit offer presupposes that the assemblies of the affected machines not subject to retrofit are in perfect technical condition. This applies particularly to mechanical components.

8.2 By placing the order, the customer confirms that the affected machine is in the required technical condition.

8.3 We reserve the right to commission the manufacturer or a specialist company to inspect the machine if we have reason to believe that the required technical condition is not met. If the inspection reveals that the required condition is lacking, we are entitled to charge the customer for the inspection costs.

8.4 If the required condition is not met, the customer undertakes to commission all necessary repair or maintenance work from the manufacturer or a specialist company and to provide proof of successful completion.

8.5 If additional work is required because the machine was not in the required condition, we are entitled to charge the customer for this additional effort.

9. Warranty Claims

9.1 The customer’s warranty claims presuppose that they have duly fulfilled their obligations to inspect and notify defects pursuant to § 377 HGB.

9.2 The limitation period for warranty claims is 12 months, unless mandatory statutory provisions stipulate a longer period.

9.3 The customer must notify us of any defects in writing without undue delay.

9.4 For claims for damages, § 10 applies.

10. Damages

10.1 Our liability for damages is limited as follows, unless we are fully liable under mandatory statutory provisions. Fault on the part of our representatives or vicarious agents shall be attributed to us.

10.2 In cases of damage caused intentionally, we are liable in accordance with statutory provisions.

10.3 Otherwise, our liability for damages is limited to the foreseeable, typically occurring damage, but not exceeding EUR 3 million. This provision does not alter the burden of proof.

11. Loaned Equipment

11.1 If we provide the customer with loaned equipment, the customer must handle it with due care and insure it at their own expense against fire, water, and theft damage at replacement value. If maintenance or inspection work is necessary, the customer must perform it in good time at their own expense.

11.2 In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we may bring an action pursuant to § 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of such an action, the customer shall be liable for our loss.

12. Place of Jurisdiction / Place of Performance / Applicable Law

12.1 The place of jurisdiction shall, at our discretion, be either the place of performance or the registered office of the company, insofar as this can be legally agreed.

12.2 Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.

12.3 The law of the Federal Republic of Germany applies; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Severability Clause

Should individual provisions of these terms be invalid, the validity of the remaining provisions and of the contract itself shall not be affected. In place of the invalid provision, a valid one shall apply which comes closest to the intended purpose in a legally permissible manner.