Terms & Conditions

General terms and conditions of sale and delivery of Erdmann GmbH & Co. KG

Our deliveries and all other services to entrepreneurs, legal persons under public law as well as to special funds under public law are carried out exclusively according to the following conditions.

 

Applications

The terms of sale and delivery of Erdmann GmbH & Co.KGapply exclusively.

We do not accept contradictory or divergent from our terms of sale and delivery conditions of the contractor, unless we have expressly agreed in writing their validity. You are hereby expressly objected. Our terms and conditions of sale and delivery shall also apply if we carry out the delivery or other service to the contract partner without reservation in the knowledge of conflicting or deviating conditions of the contracting party.

With the receipt of our order confirmation and / or the acceptance of the ordered goods or services, the contracting party acknowledges the validity of our conditions of sale and delivery. Our terms of sale and delivery also apply to all future business with the contracting party.

All changes, side agreements and other explanations regarding the delivery contract must be made in writing, so far as nothing else is agreed in these terms and conditions.


Offer/order/conclusion of contract

Unless otherwise agreed, our prices shall apply "ex works" excluding packaging and transport costs plus the legally required value added tax.

The costs for packaging, transport, freight etc. are to be bared by the contracting party and will be invoiced separately. The choice of packaging material and type of packaging is up to us. Pallets, containers or other reusable packaging remain our property and must be returned by the contracting party to our factory without charge. Disposable packaging will not be taken back.

If services are the subject of the contract, the contractual partner shall pay beside the agreed payment all additional costs, in particular travel expenses, transport costs for any tools and assembly equipment as well as personal luggage and the trigger.

We reserve the right to change the price appropriately if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or material price changes. We will prove this to the contracting party on request.

We reserve the right to make deliveries and services only against advance payment.

In the case of deliveries or services within the EU (intra-Community deliveries of goods), the contracting party must immediately participate in a suitable manner in the proof of intra-Community delivery of goods.In particular, we are authorizedto request a signed confirmation of the intra-Community delivery of goods containing at least the name and address of the consignee, the quantity and commercial description of the goods and the place and date of receipt of the goods. If the contractual partner does not comply with this obligation to cooperate, he is obliged to compensate for the resulting damage. This applies in particular to the sales tax incurred by us.


Prices / additional costs / packaging / shipping / intra-Community delivery of goods

Unless otherwise agreed, our prices shall apply "ex works" excluding packaging and transport costs plus the legally required value added tax.

The costs for packaging, transport, freight etc. are to be bared by the contracting party and will be invoiced separately. The choice of packaging material and type of packaging is up to us. Pallets, containers or other reusable packaging remain our property and must be returned by the contracting party to our factory without charge. Disposable packaging will not be taken back.

If services are the subject of the contract, the contractual partner shall pay beside the agreed payment all additional costs, in particular travel expenses, transport costs for any tools and assembly equipment as well as personal luggage and the trigger.

We reserve the right to change the price appropriately if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or material price changes. We will prove this to the contracting party on request.

We reserve the right to make deliveries and services only against advance payment.

In the case of deliveries or services within the EU (intra-Community deliveries of goods), the contracting party must immediately participate in a suitable manner in the proof of intra-Community delivery of goods.In particular, we are authorizedto request a signed confirmation of the intra-Community delivery of goods containing at least the name and address of the consignee, the quantity and commercial description of the goods and the place and date of receipt of the goods. If the contractual partner does not comply with this obligation to cooperate, he is obliged to compensate for the resulting damage. This applies in particular to the sales tax incurred by us.


Terms of payment

Unless otherwise agreed, payments must be made within 30 days of receipt of the invoice without deduction to one of our accounts. Within 3 days after dispatch the invoice is regarded as received, whereby the contracting party reserves the right to prove otherwise.

The contracting partyshall be in default from that point of time onwards when the agreed payment period is exceeded.

The exercise of a right of retention rightconcerning payments due to counterclaims or offsetting against counterclaims is only permitted if the counterclaims of the contracting party have been legally established or are undisputed.

If circumstances become known that indicate a deterioration in the financial position or the financial situation of the purchaser, we are entitled to demand payment of all claims.


Delivery times

The delivery period specified by us begins at the earliest with final agreement over the questions to be clarified with the contracting party before production start. The prerequisite for compliance with delivery times by us is the timely receipt of all documents to be supplied by the contractor, technical information, required approvals and clearances, in particular of plans, and compliance with the agreed terms of payment and other obligations by the contractor. If the contracting party fails to meet these requirements in good time, the deadlines will be extended accordingly. This only applies if we are responsible for the delay.

In the event of unforeseen, unavoidable events in the production or service provision as well as other obstacles such as force majeure, labor disputes or other disruptions in our factory or in the operations of our suppliers, as well as late deliveries of our suppliers, we are entitled to extend the delivery period by the duration of the hindrance. We will inform the other party as soon as possible of the beginning and end of such circumstances.

In the event that it has been agreed with the contractual partner that a fixed delivery quantity must be delivered within a specified period of time and the contractual partner is entitled to determine the delivery date, the deliveries must be requested from us no later than 12 weeks before the desired delivery date. After expiry of the specified period, we can deliver and charge the contractual partner the quantity which is not called up yet.

Partial deliveries are permitted as far as this is not unreasonable for the contracting party.

In the event that shipment or delivery is delayed by more than 2 weeks by the contracting party, we shall be entitled to charge the contracting party 0.5% of the order value for each commenced week of the delay, but not more than a total of 5%.We expressly reserve the right to assert further claims.

As long as the conditions from paragraph 5 exist, the risk of accidental destruction or of a coincidental deterioration of the delivery item is transferred to the purchaser at the time of its acceptance or debtor's delay.


Terms of payment

Unless otherwise agreed, payments must be made within 30 days of receipt of the invoice without deduction to one of our accounts. Within 3 days after dispatch the invoice is regarded as received, whereby the contracting party reserves the right to prove otherwise.

The contracting partyshall be in default from that point of time onwards when the agreed payment period is exceeded

The exercise of a right of retention rightconcerning payments due to counterclaims or offsetting against counterclaims is only permitted if the counterclaims of the contracting party have been legally established or are undisputed.

If circumstances become known that indicate a deterioration in the financial position or the financial situation of the purchaser, we are entitled to demand payment of all claims.


Delivery times

The delivery period specified by us begins at the earliest with final agreement over the questions to be clarified with the contracting party before production start. The prerequisite for compliance with delivery times by us is the timely receipt of all documents to be supplied by the contractor, technical information, required approvals and clearances, in particular of plans, and compliance with the agreed terms of payment and other obligations by the contractor. If the contracting party fails to meet these requirements in good time, the deadlines will be extended accordingly. This only applies if we are responsible for the delay.

In the event of unforeseen, unavoidable events in the production or service provision as well as other obstacles such as force majeure, labor disputes or other disruptions in our factory or in the operations of our suppliers, as well as late deliveries of our suppliers, we are entitled to extend the delivery period by the duration of the hindrance. We will inform the other party as soon as possible of the beginning and end of such circumstances.

In the event that it has been agreed with the contractual partner that a fixed delivery quantity must be delivered within a specified period of time and the contractual partner is entitled to determine the delivery date, the deliveries must be requested from us no later than 12 weeks before the desired delivery date. After expiry of the specified period, we can deliver and charge the contractual partner the quantity which is not called up yet.

Partial deliveries are permitted as far as this is not unreasonable for the contracting party.

In the event that shipment or delivery is delayed by more than 2 weeks by the contracting party, we shall be entitled to charge the contracting party 0.5% of the order value for each commenced week of the delay, but not more than a total of 5%.We expressly reserve the right to assert further claims.

As long as the conditions from paragraph 5 exist, the risk of accidental destruction or of a coincidental deterioration of the delivery item is transferred to the purchaser at the time of its acceptance or debtor's delay.


Transfer of risk/ transport

So far as the confirmation of the order or of other written agreement donot contain any other stipulations, the prices are valid ex works. The risk of accidental destruction or of a coincidental deterioration of the item passes to the contracting party with the handover, during the sale of the consignment with the delivery of the goods to the carrier, the carrier or the person or institution otherwise responsible for the execution of the consignment. If the purchaser is in default for not accepting a delivery, the handover will be the same.

The shipment of the goods is at the expense and risk of the purchaser.

If the purchaser wishes, the delivery or goods will be covered by a transport insurance. The costs incurred have to be bared by the purchaser. The purchaser has expressly notify the request in writing through a separate notice outside the order.


Installation and assembly
Insofar as the installation and / or assembly of objects is required with regard to the execution of the delivery contract, the following provisions apply, subject to any other written agreements:

The purchaser is obliged to take over and make available on time at his own expense of:

all commodities and materials required for assembly and completion especially scaffoldings, crans and other appliances, lubricants and fuels

all construction, earth and other industry-related ancillary work including the necessary specialist and auxiliary personnel together with all building materials and tools,

any necessary protective devices and protective clothing,

all energy and water required at the installation site, including the connections, heating and lighting,

suitable and lockable dry rooms for the storage of machine parts, equipment, materials, tools, etc. at the construction site as well as proper living and working space for the assembly personnel and sanitary facilities.

The items required for assembly or installation must be provided by the purchaser before commencing work. All preparatory work to be performed by the purchaser must have progressed at least to the extent that the assembly can commence as agreed and that it can be continued without interruption. The space provided for installation or assembly must be level and cleared.

The purchaser must provide us with all necessary information on the location of any concealed electricity, gas and water pipes or other lines and installations together with the required static information without request before beginning the assembly work.

In the event that assembly or commissioning is delayed due to circumstances for which we are not responsible, the purchaser must bear the costs of waiting time and any additional travel and installation costs which are necessary in addition to this.


Acceptance

If an acceptance is required with regard to the delivery contract and if the purchaser is requested by us to carry out a partial or final acceptance, the acceptance shall be carried out within 2 weeks after our request. If the purchaser does not participate in the acceptance of the order after a corresponding request, the acceptance shall be regarded as granted.

The acceptanceshall also be regarded as grantedwhen the delivery is put into operation. This applies in particular if the commissioning takes place after a possibly agreed test phase or is continued.


Acceptance of the service

The Purchaser shall not refuse the acceptance of supplies for minor default.


The Provision of Collateral for Title Retention

We retain proprietary rights for the delivery items until the total balance is paid in full for all business activities stemming from the current business relationship.In the case of a current account, the retention of title also applies as security for the claim in respect of the balance.

The purchaser is obliged to take care of the delivery item and he must insure the delivery item against fire, water, theft, and larceny at its value when new. If maintenance and technical services are necessary, they have to be carried out in time at the purchaser's expense.

The purchaser is entitled to resell delivery items in the regular course of business. However, the purchaser transfers to us the receivables in the amount of the agreed price between Erdmann GmbH & Co.KGand the purchaserthat accrued from the resale, regardless of whether the delivery items were resold without adaptations or after adaptations were made. Erdmann GmbH & Co.KGaccepts the assignment of debt at this point.If the goods subject to retention of title are resold together with other goods that we do not own, the customer hereby assigns to us the part of the claim resulting from the resale that corresponds to the invoice amount of the goods delivered by us. If the goods subject to retention of title are resold, which belongs to us only proportionally, then the part assigned to us from the resale arising demand for our property share is measured.

In the event that the goods subject to retention of title become a new item in a relationship that belongs to the customer, it shall be deemed agreed that the purchaser transfers co-ownership of the new item to us and keeps it free of charge for us. Our share of ownership is determined by the ratio of the value of the goods subject to retention of title to the value of the new object.

The Customer remains revocably authorised to collect the receivables due from the resale. It must, upon demand, notify its purchasers as to the assignment and provide us with all information and documentation required for the assertion of our rights.

To secure our claim in respect of the purchaser, the purchaser shall assign to us those claims it derives from the compounding of the goods with landed property in respect to a third party; we herewith accept this assignment.

Hould the value of the securities owed to us exceed the receivables by 20 %, we are obligated to release the securities, at the request of the party placing the order, as long as this is not paid and is more than 10 %. The selection of the securities to be released is our responsibility.

The purchaser shall be required to notify us of any attachments or other third party access to the title retention goods or receivables assigned to us immediatelyand in particular to inform the third party without delay of the retention of title.In the event that the third party should not be in a position to reimburse the court costs and out of court costs to us, the Buyer shall be liable for the losses we have incurred.

To the extent that mandatory legal provisions of the relevant foreign country do not contemplate retention of title within the meaning of section X, but do provide for other forms of security in relation to claims arising from invoices of suppliers, we hereby reserve the rights to such. The purchaser shall cooperate with us with respect to all measures we may reasonably request to be undertaken in order to protect our rights of title or other substitute rights in relation to the Retained Goods


Warranty /Limitations of Liability

The statutory rights of the purchaser pursuant shall apply subject to the following conditions:
To the extent that supplied goods are unusable in whole or in part due to any defect, we shallat our reasonable discretion, either cure such defect at no cost to the purchaser or deliver, atno cost to the purchaser, defect-free goods (hereinafter "Supplementary Performance").
In case of an elimination of defects, we shall be obliged to bear all expenses particularly for transport, travel, labor and material, as long as they will not be increased by the fact that the merchandise was transported by the Buyer.
Furthermore, there is no obligation to bear the costs of removal and installation if there is no appropriate relationship between them and the price of the defective delivery. Apart from that, the customer covers the cost. We are not liable for damages due to natural wear and tear corresponding to the period of use. The purchaser must grant to us a reasonable period of time and reasonable opportunity to permit Supplementary Performance, which Supplementary Performance will be performed by us in our reasonable discretion. The purchaser has the right to perform Supplementary Performance itself or to cause a third party to perform such Supplementary Performance and, in each case, demand reimbursement of the costs associated therewith, only (i) in case of emergency relating to operational security, (ii) to avoid unreasonably high damages or (iii) when we are in default with respect to the Supplementary Performance. The purchaser must notify us in written form immediately of an occurrence of any of the events described in the previous sentence.
The supply of technically comparable or better parts does not constitute a material defect. This also applies to components of other manufacturers.

The additional statutory rights of the purchaser apply subject to the following:
a) Damage claims, regardless of the legal ground, are excluded unless we are responsible for intentional actions or gross negligence or we are liable for intentional actions or gross negligence of our legal representatives or agents.
b) The in a) mentioned exemption from liability does not apply if the damage claim results from the violation of material contractual duties. As far as we breach a material contractual duty with slight negligence, our duty of indemnification is limited to the indemnification of the typically foreseeable damage.
c) As far as liability is excluded or limited by us, this also applies for the personal liability of our employees, staff, representatives and agents.
d) The liability for damages arising from injury to life, body or health as well as liability under the Product Liability Act remains unaffected.
e) The ordering party shall notify us in writing of damages and losses for which we are responsible or have us make a record of them.

Unless otherwise stated above, our liability is excluded.

Defects must be notified to us after discovery without undue delay. Purchaser's obligations under §§377, 378 German Commercial Code (HGB) shall remain unaffected. The Customer's rights of warranty shall require that the Customer has complied with all its responsibilities to inspect and give notification of defects properly subject.
The purchaser shall inspect the delivered goods without delay and object in writing to arecognizable defects within 3 working daysafter receipt of the goods. Hidden defects must be reported to us in writing within a period of 3 working days from their discovery, unless they could have been recognized and communicated within the aforementioned period if the goods were checked properly. To meet the deadline, the timely dispatch of the ad is sufficient. The complained delivery items are to be kept at our disposal.We shall bear the costs of any return shipment to us only if such shipment takes place at our request.If it should tur out that there is no defect for which we are responsible, the customer is obliged to reimburse the costs of the return shipment and any further costs incurred.

The purchaser shall bear the burden of proof for establishing the elements of any breach of duty on our part alleged by the purchaser. This burden of proof shall also apply with respect to our willful misconduct or negligence as well as for the time of the determination of the defect and for the timeliness of the defect notification.

The statute of limitations for deficiency claims shall be 12 months starting with the date of risk transfer unless a longer period of limitation is mandatory in the law.

§ 350 BGB applies to statutory rights of withdrawal accordingly.


Guarantee

Guarantees and procurement risks require, in order to be validly assumed by us aspecific assumptionof risk expressly designated as such.The assumption of anyguarantee or procurement risk shall require written form in the meaning of §126sec. 1 BGB in order to be effective.

The purchaser agrees with us that statements in our catalogues, printed material, brochures and othergeneral information in no event and at no time constitute a guarantee or the assumption of theprocurement risk.


Software

To the extent that the scope of delivery includes software, we hereby grant to the purchaser a non-exclusive, non-transferable license that is limited to a definite time period pursuant to the provisions ofthe particular delivery, to use the software and its accompanying documentation in connection with therelevant delivered item. The software may not be used in connection with more than one delivered item.The granting of sub-licenses is not permitted

The purchaser may reproduce, revise, translate or modify from object codeto source code the softwareonly within the statutorily permitted scope (§§ 69a et seq. German Copyright Act --Urhebergesetz). Thepurchaser may not remove manufacturerinformation- in particular copyright labels or notices - or makeany other modifications without our prior written express consent. We reserve all other rights to thesoftware and the accompanying documentation, includingcopies DokumentationeinschließlichKopien behalten wir uns vor.


Place of Delivery /Applicable Law /Miscellaneous

If the purchaser is a merchant, our place of business is the place of jurisdiction. However, we are entitled to sue the purchaser at his place of business.

Place of fulfillment is Erdmann GmbH & Co. KG's place of business.

German law is exclusively applicable without exception. The regulations in the UN's Uniform Law on the International Sale of Goods are not valid.

A partial or complete omission or delayed assertion of a right within this contract by us does not constitute a waiver of this or any other right.

If a provision is or becomes invalid, the validity of the remaining provisions shall not be affected. In such a case, the contracting parties are obliged to replace an ineffective condition by an effective one, which comes closest to the economic purpose of the invalid one.

It should be noted that we store personal data in accordance with legal provisions and process it in connection with business transactions.