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 relationsship 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 force with our written confirmation. Verbal agreements do not apply.
  4. We exclude the cancel of the order, once we receipt it accept and confirm it to the customer.

III. Prices and payment

  1. The applicable price are those quoted in our confirmation of order plus value-added tax.
  2. If a delivery deadline of longuer than 4 month is agreed, we are entitled to charge the delivery prices applicable on the date of delivery (new list price minus any discount granted) plus value –added tax, unless the amended list prices are uncommon on the market.
  3. Our prices are quoted in Euro net from the point of dispatch (e.g. the works, stores, import stores). The purchaser bears the costs of freight and carriage, portage,packaging, transport, insurance and assembly.
  4. The purchaser may not offset counter – claims unless these are undisputed or have been established in law, or if a pending legal action is not delayed by such offsetting. The same applies to the purchaser’s right of retention.
  5. We only accept bills of exchange after express agreement and then only for purposes of fiulfilment (“erfüllungshalber”). The customer bears the charges for bills issued. In case of non-redemption, we accept no liability for prompt presentation, protest, notification and return of the bill of exchange. In case of protest against both bills of exchange and cheques, payment shall be made immediatelly in cash.
  6. In case of non-compliance with payment deadlines or in circumstances which become known to us after conclusion of contract and which could impair the credit – worthiness of the purchaser, we are entitled to declare all our claims payable with immediate effect, without regard to the term of bills of exchange received or the dates of payment agreed. We are furthermore entitled to demand either payment in advance or furnishing of security at our discretion. If this demand has not been fulfilled after a reasonable period of grace has expired, we have the right to refuse to fulfil the contract and to demand damages of 25% of the selling price instead of counter performance. The purchaser is entitled to prove that these damages have not been incurred, or not to such an extent. We likewise have the right to demonstrate higher expenses.

IV. Delivery, transport and transfer of risk

  1. Risk is transfer to the purchaser once the object of delivery leaves the point of dispatch (e.g. the works, spare parts stores, import stores) or when the purchaser is informed of readiness to dispatch, even in the case of part deliveries or if we have undertaken to provide other services, such as assuming shipping costs or supply and installation work.
  2. Our obligation of delivery is fulfilled once we hand the goods over to the carrier or freight forwarder. Should the purchaser pick up the goods it self, the contract is fulfilled once the delivery has been made ready and as soon as the purchaser has received notification of readiness to collect.
  3. If the dispatch is delayed or is not made due to circumstances beyond our control, risk is then transferred to the purchaser on the date that readiness to dispatch is notified.
  4. Partial-deliveries are admissible, insofar as these are reasonable for the purchaser.

V. Delivery times, late delivery

  1. Delivery deadlines and dates stated by us are not binding unless they are expressaly agreed. Each delivery deadline begins only after all documentation required for executing the order has been received, and if payment in advance has been agreed, after receipt of payment.
  2. Compliance with delivery deadlines is subject to the reservation of receiving our own supplies correctly and on time.
  3. A delivery deadline is regarded as met if the object of delivery has left the works by that date or readiness to dispatch has been notified.
  4. Should dispatch be delayed for reasons for which the purchaser is responsible, it will then be charged with the costs incurred by the delay.
  5. The delivery time is extended accordingly if the delivery schedule is not met due to Force Majeure, to industrial disputes or other events outside our sphere of responsibility. We will inform the purchaser of the beginning and the end of such circumstances.
  6. In case of default of delivery, the purchaser can only withdraw from the contract after setting a reasonable period of grace ( 30-60 workdays) . Even after this periode of grace has expired, the purchaser is still obliged to accept the goods if the notice of withdrawal has not been received by us before the goods are shipped or notification of readiness to dispatch is sent.
  7. If we acted with gross negligence or with intent in causing the default, or have guaranteed a fixed date or the purchaser no longuer has an interest due to the default, we are then liable to the extent provided by law.
  8. Insofar as default of delivery is a result of an infringement at default of a major contractual obligation, liability is then limited to the foreseeable damages typically incurred.
  9. Otherweise all liability for default of delivery is excluded.

VI. Reservation of ownership

  1. We reserve the ownership of the objects delivered until the claims accruing to us against the purchaser as current receivables from trade transactions within the business relationship now or in the future are paid in full (reserved goods).
  2. Cash payments, cheque payments and bank remittances made against transmittal of a promissory note of the purchaser issued by us do not count as payment until the bill has been redeemed by the drawee, and we are thus freed from the liability under the bill.
  3. We are entitled to insure the reserved goods at the purchaser’s expense against theft, mechanical breakdown, fire and vandalism, insofar as the purchaser itself has not demonstrably arranged insurance cover. In such a case, the purchaser even now assigns to us all insurance claims arising during the time that ownership is reserved.
  4. If the reserved goods are seized by third parties, the purchaser shall reveal our ownership and inform us without delay.
  5. The following applies during the time that ownership is reserved:
    • The purchaser is authorised to put the reserved goods into operation within its normal business processes, whereby the reserved goods shall be treated with care. The purchaser may not dispose over the reserved goods in any other way (such as re-sale, renting out, attachments, use as collateral security etc.) unless we have given our express agreement to this in advance. Should the purchaser be a contractual dealer, it has the right of re-sale as parts of its business activities.
    • The purchaser even now assigns all claims to us which are due to it from re-selling the reserved goods or from another legal reason. If the reserved goods are re-sold together with other goods not belonging to us, the purchaser´s claim against the buyer is assigned to the amount of the purchase price agreed between us and the purchaser.
    • Subject to revocation, the purchaser is authorised to collect the claims assigned to us in own name and for one account. We can revoke this authorisation to collect if the purchaser does not fulfil its obligation of payment in the proper manner.
    • At our request, the purchaser is obliged to provide details of all assigned claims, in particular to submit a list of debtors with name, addresses, extent of the claim, date and number of invoices and to transmit the documents required to pursue the claims.
  6. Should the purchaser infringe the contract, in particular due to late payment, we are entitled to take back the reserved goods or can demand that the purchaser´s claims to restitution against third parties be assigned. The purchaser grants us the irrevocable right to collect the reserved goods and to access its property and premises for this purpose. Neither taking back nor seizure of the reserved goods by us nor disclosure of the assignment of security represents a withdrawal from contract.
  7. After taking back the reserved goods, we are entitled to dispose of these to the best advantage on the open market. With the reservation that we are able to demonstrate further costs, we can charge flat-rate costs of 10% of the purchase price in such a case. The purchaser is entitled to prove that these damages were not incurred, or not to such an extent.
  8. We are obliged to release securities in our favour insofar as their value exceeds the claims to be secured – providing these have not been settled – by more than 10%.

VII. Warranty

  1. Complaints concerning obvious defects or those which the purchaser is able to establish by careful inspection upon delivery of the object of purchase shall be notified in writing within 7 days of receipt. Defects not immediately recognisable upon delivery shall be notified in writing without delay following their discovery. The warranty obligation lapses if the purchaser does not perform its duty of inspection and complaint.
  2. The warranty period is limited to one year or 1500 fonction- hours from receipt of the goods by the purchaser for all new goods, equipment and spareparts, and in addition.
  3. In case of justified complaints which are made on time, we will perform rework or supply a replacement at our direction. After consultation, the purchaser must grant us the time and opportunity required to perform all the rework and replacement deliveries which appear necessary. If the rework is performed by the purchaser, its claims are limited to remuneration of the pure hours worked according to the standard guide times x at the agreed hourly rate(or if any hourly rate has not been agreed, the usual local rate) plus value added tax. If the defect does not impair usability and does not represent a serious defect, we are entitled to grant a reduction instead of subsequent fulfilment. A prerequisite for further-going claims on the part of the purchaser are that serious defects have not been rectified by us within a reasonable period of grace, or that 2 attempts at rework have failed.
  4. Declaration concerning the characteristics of our manufacturers, their processing and application and their suitability for a certain use are not objects of contract unless these have been expressly agreed as such.
  5. We assume no liability for the consequences of rework performed in an improper manner by the purchaser or a third party. The same applies to changes made to the goods without our prior approval.
  6. A warranty for used goods and material is excluded unless this has been expressly agreed with the purchaser in writing.

VIII. Liability

  1. The overriding provision of product liability law remain unaffected.
  2. We are liable on the basis of law for intent, gross negligence, personal injuries and for defects which are maliciously concealed or the absence of which has been guaranteed.
  3. Insofar as we infringe a major contractual obligation on account of negligence, our duty of replacing material damages is limited to the foreseeable damages typically incurred.
  4. Further-going claims, in particular those concerning consequential damages, are excluded

IX. Salvatory clause

Should a provision in these General Conditions of trade be invalid, this does not affect the validity of all the remaining provisions or agreements. The invalid provision shall be replaced with an arrangement which the parties would have made, had they known that the clause was invalid. Gaps in the contract shall be closed in the same manner.

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

  1. The place of fulfilment for the duty of delivery to which we are subject and the duty to which the purchaser is subject is our place of dispatch (e.g. works, stores, import stores).
  2. The law of the Federal Republic of Germany – to the exclusion of the UN Convention on the Contracts for the international Sale of Goods – shall prevail for these General Conditions and all legal relationships between the purchaser and ourselves.
  3. The place at which our company has its registered office ( Charlottenburg, Berlin) is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies to cases involving cheques and bills of exchange. We are entitled to pursue the purchaser in the courts at his registered office in all cases if we choose to do so.