General conditions of sale and delivery

I. General

  1. The conditions below apply to all offers issued and contracts concluded which concern machines and equipment supplied by us, Ektennsa GmbH in business transactions with enterprises in the sense of § 14 BGB deutsches Bürgerliches Gesetzbuch (german civil code) and with corporate public law entities or with a special trust under public law.
  2. These conditions simultaneously apply to all contractual relationship in the future.
  3. Conflicting conditions issued by the purchaser, we hereby expressly contradict, do not form part of the contract.

II. Offers and contracts concluded

  1. Documents associated with offers such as illustrations and details of dimensions, weights, performance and operating costs, are approximations unless these are expressly designated as binding.
  2. We reserve the right to make design amendments and form changes, insofar as these do not fundamentally alter the characteristics of the object of sale.
  3. Contracts concerning our deliveries of machines and equipment enter into force with our written confirmation. Verbal agreements do not apply.
  4. We exclude cancellation of the order once we have received, accepted and confirmed it.

III. Prices and payment

  1. The applicable prices are those quoted in our confirmation of order plus value-added tax.
  2. If a delivery deadline of longer than 4 months is agreed, we are entitled to charge the delivery prices applicable on the date of delivery plus value-added tax, unless amended list prices are uncommon on the market.
  3. Our prices are quoted in Euro net from the point of dispatch. The purchaser bears the costs of freight, packaging, transport, insurance and assembly.
  4. The purchaser may not offset counter-claims unless these are undisputed or legally established.
  5. We only accept bills of exchange after express agreement and solely for fulfilment purposes.
  6. In case of non-compliance with payment deadlines or impaired creditworthiness, we may declare all claims immediately payable and demand advance payment or security.

IV. Delivery, transport and transfer of risk

  1. Risk transfers to the purchaser once the goods leave the point of dispatch or readiness to dispatch is notified.
  2. Our delivery obligation is fulfilled once goods are handed to the carrier or freight forwarder.
  3. If dispatch is delayed due to circumstances beyond our control, risk transfers upon notification of readiness to dispatch.
  4. Partial deliveries are admissible if reasonable for the purchaser.

V. Delivery times, late delivery

  1. Delivery deadlines and dates are non-binding unless expressly agreed.
  2. Compliance with delivery deadlines is subject to correct and timely receipt of our own supplies.
  3. A delivery deadline is regarded as met if the goods have left the works or readiness to dispatch has been notified.
  4. If dispatch is delayed for reasons attributable to the purchaser, the purchaser bears the resulting costs.
  5. Delivery time is extended in cases of force majeure or events beyond our responsibility.
  6. Withdrawal from the contract is only possible after setting a reasonable grace period (30–60 working days).
  7. Liability applies in cases of intent or gross negligence.
  8. Liability for breach of essential contractual obligations is limited to foreseeable damages.
  9. Otherwise, liability for delay is excluded.

VI. Reservation of ownership

  1. We reserve ownership of delivered goods until all claims arising from the business relationship have been paid in full.
  2. Promissory notes do not count as payment until redeemed.
  3. We may insure reserved goods at the purchaser’s expense.
  4. If goods are seized by third parties, the purchaser must inform us immediately.
  5. During the reservation period:
    • The purchaser may use goods within normal business operations.
    • Claims from resale are assigned to us.
    • The purchaser may collect assigned claims unless this authorization is revoked.
    • The purchaser must provide debtor details upon request.
  6. In case of contractual breach, we may repossess the goods.
  7. Repossessed goods may be resold, and a flat-rate cost of 10% may be charged.
  8. We release securities exceeding secured claims by more than 10%.

VII. Warranty

  1. Obvious defects must be reported in writing within 7 days of receipt.
  2. The warranty period is limited to one year or 1500 operating hours.
  3. In justified cases, we will repair or replace the goods.
  4. Manufacturer declarations are not contractual unless expressly agreed.
  5. No liability for improper rework or unauthorized modifications.
  6. No warranty for used goods unless agreed in writing.

VIII. Liability

  1. Product liability law remains unaffected.
  2. We are liable for intent, gross negligence, personal injury and guaranteed characteristics.
  3. In case of negligent breach of essential obligations, liability is limited to foreseeable damages.
  4. Further claims, especially for consequential damages, are excluded.

IX. Salvatory clause

Should any provision of these General Conditions be invalid, the remaining provisions remain unaffected. The invalid provision shall be replaced by a regulation that most closely reflects the intended purpose.

X. Place of fulfilment – choice of law – place of jurisdiction

  1. The place of fulfilment is our place of dispatch.
  2. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  3. The exclusive place of jurisdiction is Berlin (Charlottenburg).