Terms and Conditions

§ 1 General

1. All our deliveries and services, also those arising from future business transactions are exclusively subject to these General Terms and Conditions of Business. Our services include customer advisory services (advisory services), the assembly of new systems, startup services and instructing the customer’s operating personnel (assembly) as well as the repair of systems already in use (repair). Even if we should issue no objection in writing to our customers’ general terms and conditions of business or perform the delivery, deviating general terms and conditions of business shall nevertheless not be deemed valid.
2. We retain title to the property and reserve copyright in all work materials submitted to the customer in the course of initiating and/or performing a contract or produced according to our specifications, e.g. samples, designs, cost quotations, sketches/drawings and other information of corporeal or incorporeal kind, also in electronic form. The customer may not retain any copies or other reproductions. Moreover, the customer may not disclose them or make them available to third parties; in case of non-compliance, the customer is obliged to compensate our damage.
3. Part deliveries are admissible to the extent that the customer can be reasonably expected to accept them.

§ 2 Offer, conclusion of contract, requirement for the written form

1. All offers are subject to change. Following ordering or contracting on the part of the customer the contract shall become effective upon our written order confirmation - which may be done in digital form or by telefacsimile.
2. Details provided prior to ordering in the scope of order processing, particularly concerning services, consumption or other individual data shall only be binding if confirmed on our part in the order confirmation or subsequently confirmed binding in writing (which may likewise be done in digital form or by telefacsimile).

§ 3 Prices

1. Delivery
Our prices for delivery items apply as ex works excluding packaging and loading at the factory (for foreign deliveries, duty unpaid) and plus the respective applicable VAT. Deliveries on which no fixed price has expressly been agreed shall be invoiced at the price applicable on the date of delivery.
2. Assembly
a) Assembly is charged according to time and effort required. The invoice is calculated in accordance with our applicable service rates. Hours of labour, standby time, travelling time, daily allowance, accommodation as well as necessary expenses for fares and transportation expenses. Materials used as well as other expenses for the consumption of materials shall be charged in accordance with the agreed prices or in the lack of an agreement, at a reasonable price.
b) In the event that deployed assembly personnel can not work for grounds for which the customer is responsible, the standby time shall be invoiced as working hours. In the event that for grounds outside our sphere of influence we are required to perform work at times or circumstances deviating from the contractually stipulated conditions, the customer shall additionally remunerate any extra efforts arising from this. Insofar as the performance of work is required at times or under circumstances subject to additional labour costs (including overtime), we have the right to invoice the additional charges in accordance with our applicable percentage rate.
c) The instruction of operating personnel shall also be invoiced separately, if assembly is included in the price.
3. Repairs
a) For pending repairs we shall, insofar as possible, quote the expected cost of the repair upon conclusion of contract; alternatively the customer may set a cost limit. In the event that the repair work cannot be performed for the price stipulated by ourselves or the customer or the customer considers the performance of extra work during the repairs to be necessary, the permission of the customer shall be obtained if the stipulated costs will be exceeded by more than 15%.
b) If prior to performing repair work a cost estimate with binding price rates is desired, this must expressly requested by the customer. Such a cost estimate shall only be binding if submitted in writing and stipulated to be binding. Services performed to produce the cost estimate shall not be charged to the customer insofar as it is be used for the performance of repair work.
4. Price increases
If an unforeseen increase to material, labour or transport costs, taxes or duties etc. should occur between the conclusion of the contract and delivery, assembly or repair, we have the right in the case of trade transactions to make a corresponding price adjustment, if no delivery is intended within 3 months of the conclusion of the agreement. The customer may only withdraw from the contract if the price increase significantly exceeds the rise to the general cost of living between ordering and delivery.

§ 4 Delivery and executions dates and deadlines

1. We endeavour to the best of our efforts to adhere to delivery, execution dates and deadlines stipulated in the order confirmation; however this merely provides a planned and no bindingly agreed delivery date.
2. Agreed delivery and performance dates shall in no way commence prior to full clarification of all details concerning the requested delivery and performance. Adhesion to these dates is subject to all commercial and technical issues having been clarified between the contracting parties and that the customer has performed all obligations to which he is subject to perform. This particularly includes the obtaining of the requisite official certificated or permits, execution of an advance payment, the timely answering of all queries as well as the submittal of all requisite or requested plans, documents, and test material at a sufficient scope. If these conditions are not fulfilled, the delivery or execution date shall be postponed accordingly; this shall not apply when we are responsible for the delay.
3. The compliance with an agreed delivery and execution date is subject to correct and timely delivery from our suppliers. We shall inform the customer as soon as possible of any delays.
4. The delivery date is considered adhered to upon the delivery item leaving works by the close of the stipulated date or we have informed the customer that the item is ready for delivery. The deadline for the performance of assembly and repair work is deemed adhered to when by the close of the stipulated date the assembly or repair work is ready for the inspection of the customer, or in the event this has been contractually agreed, the test operation.
5. If the non-adherence to an agreed delivery or performance date occurs on grounds of force majeure, mobilisation, war, riot, strike, lockouts or other unforeseeable obstructions affecting our works, that are outside our control and occur or are imparted following the conclusion of the contract, the deadlines shall be extended correspondingly.
6. In the event that a contractual penalty has been agreed, this shall be limited to 5% of the value of the part of the entire delivery that as a result of the delay cannot be used in a for the purpose intended in a timely manner. A provision on contractual penalties shall be declared upon acceptance. If an effected contractual penalty is unreasonably high, we have the right to demand a reduction to a reasonable amount. Article 348 German Commercial Code finds no application.
7. If we should incur a delay, the customer may insofar as this is founded, assert loss of profit and demand damages for each full week of the delay at 0.5% per week, to a maximum of 5% of the price for the part of the delivery that could not be put to its intended use on the grounds of the delay. The parties reserve the right to prove that through the delay a lesser or higher damage was incurred.
8. In the event that the customer’s claim to damages on the grounds of delayed delivery as well as claims to damages in place of performance should extend beyond the limits as stipulated in Clause 7 above, are hereby excluded in all cases of delayed delivery including the expiry of a postponed date. This shall not apply insofar as we are mandatorily liable in cases of malice, gross negligence or injury to life, body or health. The customer may only withdraw from the contract within the framework of the statutory provisions insofar as we are responsible for the delayed delivery. The aforementioned provision does not amend the burden of proof to the disadvantage of the customer.
9. If the shipping or acceptance of the delivery item is delayed on grounds for which the customer is responsible, we shall have the right to demand storage fees of 0.5% of the invoiced amount per each commenced month, commencing one month following notification of readiness for despatch, without verification being required. Both parties are at liberty to prove greater or lesser storage costs.
10. The customer is obligated upon our request to declare within a reasonable term whether he shall cancel the contract on the grounds of the delayed delivery or insists on delivery. Claims to damages under the terms of sub-clause 9 above as well as cancellation charges shall remain unaffected upon withdrawal from the contract on the part of the customer.

§ 5 Cooperation of the customer

1. The customer is to assist our performance of assembly and repair work at his own expense. Particularly, the customer shall take any measures required to protect persons and objects at the installation or repair site and take any necessary special measures.
2. The customer shall be solely responsible for compliance with the safety-technical specifications at the site of use; particularly, the customer shall produce safe conditions before any employees or other persons working for Fessmann take up work in his operation. The customer must ensure that work subject to special dangers to safety and health is monitored by supervisors of his operation who are qualified for this and who ensure that the prescribed safety measures are taken. Depending on the type of work, the customer must ensure that any employees and other persons working for Fessmann are appropriately informed of the dangers to their safety and health while working in his operation (cf. § 8 para. 2 ArbSchG), and inform them of any measures in case of emergency and any safety facilities on site (first-aid facilities, fire alarm and fire extinguishing facilities, phone for emergency calls and emergency numbers, emergency exits, alarm plans, escape and rescue plans, collection points). If the customer charges any third companies with performing work at his operation at the same time as any employees or other persons working for Fessmann, he shall inform the management of Fessmann of the name and contact information of these third companies two weeks before taking up the planned work in his operation. The employees and other persons working for Fessmann may refuse to perform the work if it is connected to unreasonable danger to safety and health.

§ 6 Technical assistance on the part of the customer

1. The customer is obligated to provide technical assistance at its expense and in particular shall:
a) provide the requisite qualified workers (masons, carpenters, metal workers and other qualified persons, subworkers) in a number and for the requisite length of time as required for assembly/ repair work; the workers shall comply with the instructions of the person directing the assembly or repair work. We assume no liability for these workers. If a defect or damage should occur through the instructions of the person directing the assembly or repair work, Clause 10 shall apply correspondingly;
b) perform all excavation, construction, bedding and scaffolding work, including the procurement of required building materials;
c) provide the requisite appliances for heavy tools (e.g. hoists, compressors, portable forge) as well as the requisite articles and materials (e.g. construction timber, wedges, bedding layers, cement, plaster and sealants, lubrications, fuel, cable drives und belts);
d) provide heating, illumination, power, water, including the requisite connections;
e) provide required dry and lockable rooms for storing the equipment of our assembly or repair personnel;
f) Transport assembly or repair parts to the assembly or repair site, protection of the assembly or repair site and materials against damaging influences of any form, clean the assembly or repair site;
g) provide a suitable, theft proof occupied room and workrooms (with heating, lighting, washing facilities, sanitary facilities) and first aid facilities for our assembly/repair personnel;
h) provide materials and performance of all other acts that are necessary for the adjustment of the item to be assembled or repaired, and for performing the contractually intended test operations.
i) provide the protective clothing and protective devices that are required due to special circumstances of the assembly / repair site.
2. Before the start of the assembly works, the customer shall provide all necessary information about the position of concealed electricity, gas and water lines or similar systems as well as the required static information without prompting.
3. The technical assistance of the customer is responsible for ensuring that the installation or repair can be started immediately after the arrival of our assembly or repair staff and be performed without delay until acceptance by the customer.
4. Each calendar week, the customer shall confirm the number of working hours spent by the assembly or repair personnel as well as the completion of the installation, assembly/repair works or commissioning without delay.
5. In the event that the customer fails to fulfil its duties we have the right, but are however not obligated to perform the duties of the customer on its behalf and at the expense of the customer. This shall not prejudice our statutory rights and claims.

§ 7 Transfer of risk and acceptance

1. The risk also passes to the customer in the event of carriage paid delivery:
a) In the case of delivery excluding installation or assembly, when the goods are dispatched or collected. At the request and expense of the customer, we will insure the goods to be delivered against the customary transport risks;
b) In the case of delivery including installation or assembly, on the day of accepting the goods on the customer's own premises, or, if so agreed, after fault-free trial run.
2. If the shipping, consent, start, performance, installation or assembly, take over in customer's operations or trial run is delayed for reasons for which the customer is responsible, or if the customer is in default of acceptance for any other reason, the risk shall pass to the customer.
3. Insofar as a work contractual acceptance of the delivery item has to occur, the following shall apply:
a) The customer is obligated to participate in the pre-acceptance of the delivery items in our factory. A protocol shall be established of the pre-acceptance procedure.
b) The acceptance shall be performed within two weeks after receipt of the delivery at the customer, alternatively two weeks following our notification of possibility to perform the acceptance procedure. The customer is obligated to provide us with written confirmation of the acceptance procedure. Negligible defects do not provide grounds to refuse acceptance. Independent of a written confirmation of acceptance, the delivery is deemed to have been accepted at the latest upon the first use of the delivery on the part of the customer.
c) The risk passes to the customer as soon as the pre-acceptance has occurred and the delivery item has left the manufacturing works. If the dispatch, pre-acceptance or acceptance is delayed or fails to occur, for reasons beyond our control, the risk passes to the customer on the date of our notification of possibility to perform the acceptance procedure.

§ 8 Material defects

For material defects we are liable as follows:
1. All defective parts or services shall, under observation of number 2 below, be repaired free of charge, subsequently delivered or performed at our discretion, in so far as the cause was already existent at the transfer of risk.
2. Claims on grounds of material defects are subject to a limitation period of 1 year commencing in accordance with the statutory limitation provisions; the same applies, with the necessary modifications, to revocation of the contract and reduction of the contract price. This period shall not apply in cases where statutory provisions stipulate longer limitation periods pursuant to Section 428(1)(2) of the German Civil Code (BGB) (buildings and things used for a building), Section 479(1) BGB (recourse claim) or Section 634a(1)(2) (construction defects), and also does not apply to intent, fraudulent concealment of the defect or to failure to comply with a quality guarantee. The statutory provisions on the suspension of the expiry of limitation, suspension and new beginning of the periods are not affected by the above.
3. Customer claims for compensation on the grounds of a defect to the delivered item are hereby excluded. This shall not apply in cases of injury to life, body or health, in the event of intentional conduct or grossly negligent breach of duty on our part or misrepresentation by silence of a defect. A breach of duty on our part also includes legal representatives and vicarious agents.
4. The customer shall notify the supplier of any material defect in writing without delay. The customer may not delay the receipt of deliveries on grounds of insignificant defects.
5. In the event of the issue of notices of defects, customer payments may be withheld in reasonable proportion to the material defect. The customer may only withhold payments in the event that a notice of defect is asserted over the grounds of which there is not dispute. If the notice of defect is wrongly issued, we are entitled to demand compensation from the customer for any expenses incurred on our part.
6. We are initially to be granted an opportunity of supplementary performance within a reasonable time period.
7. If the supplementary performance is unsuccessful, the customer may withdraw from the contract or reduce payment. This shall not prejudice any claims to compensation pursuant to clause 10.
8. Claims for defects shall not be deemed valid in the event of insignificant deviations to the agreed quality, insignificant impairment to function or normal wear and tear that arise following the transfer of risk as a result of improper or negligent handling, excessive conditions, unsuitable machinery materials or on the grounds of particular outside influences that were not foreseen in the contract. If defective modifications are undertaken on the part of the customer or a third party, there is not claim to defects for these and the subsequent consequences.
9. The claims of the customer on the grounds of expenses incurred to render the supplementary
performance, in particular transport, travelling expenses, labour and material costs are hereby excluded, insofar as the costs are increased through the delivery item being subsequently transported to a location other than the customer’s establishment, unless this transport is inherent with the intended use.
10. The customer’s right to recourse against us pursuant to Article 478 of the German Civil Code (recourse from the supplier) should only exist insofar as the orderer has no agreements extending beyond the statutory claims to defects with his recipient. The scope of the customer’s right to recourse against us is pursuant to Article 478 clause 2 German Civil Code, number 8 shall also apply accordingly.

§ 9 Claims to defects arising from assembly and repair work

The following applies to claims to defects arising from assembly and repair work:
1. Following acceptance of assembly/repair work we are liable for arising defects subject to the exclusion of all other claims without prejudice to no.5 of this clause and § 10 in that we are to remove the defect. The customer shall inform us in writing of any discovered defect without delay.
2. Claims for defects are subject to a limitation period of 1 year, unless statutory provisions stipulate mandatory longer periods.
3. Our liability is excluded when the defect is immaterial to the interests of the customer or arises through circumstances for which the customer is responsible.
4. In the event that the customer or a third party should perform defective modification or repair work without our prior written permission our liability for the resulting consequences is hereby excluded. The customer shall only have the right to remove a defect or have a defect removed by a third party and to demand the refunding of the necessary costs in urgent cases of endangerment to operational safety or to prevent disproportionately greater damage, whereby we are to be informed immediately, or alternatively in the event that we have allowed a reasonable term to remove a defect to expire unsuccessfully.
5. In the event that we should, with observation of the statutory exceptional circumstances, allow a reasonable deadline to remove a defect to expire unsuccessfully, the customer is entitled to a reduction in the framework of the statutory provisions. The customer’s entitlement to a reduction shall also exist in other cases in which the removal of a defect is unsuccessful. Only when the assembly/repair work is verifiably not in the interests of the customer despite the reduction, shall the customer shall have the right to withdraw from the contract.

§ 10 Other claims to damages

1. Claims to damage and reimbursement of expenses on the part of the customer (hereinafter claims to damages) irrespective of the legal grounds, particularly on grounds of a breach of contractual obligations and unlawful acts are hereby excluded.
2. This shall not apply to statutory liability e.g. pursuant to the Product Liability Act, in cases of intentional acts, gross negligence, injury to life, body and health or the breach of fundamental contractual obligations. A claim to damages for the breach of a fundamental contractual duty is however limited to the contracttypical, foreseeable damage insofar as no intentional act or gross negligence or liability for injury to life, body or health is given. This is not associated with an amendment to the burden of proof to the disadvantage of the customer.
3. Insofar as the customer is entitled to a claim for damages under the terms of this § 10, these shall expire within 1 year. The statute of limitations shall apply to claims to damages under the terms of the Product Liability Act.

§ 11 The customer’s liability to pay compensation

If for reasons for which we are not culpable the equipment or tools that we have provided are damaged or are lost for reasons over which we have no control at the assembly or repair site the customer is obligated to compensate this loss. Damage through normal wear and tear is hereby excluded.

§ 12 Impossibility, adaptation

1. Insofar as the delivery, assembly or repair work should be impossible, the customer is entitled to demand compensation, unless the impossibility is outside our control. However the customer’s claim to damages is limited to 10% of the value of the part of the delivery that cannot be used for its intended purpose. This restriction shall not apply insofar in cases of intentional acts, negligence or injury to life, body or health are subject to statutory liability; this is not associated with an amendment of the burden of proof to the disadvantage of the customer. The customer’s right to withdraw from the contract hereby remains unaffected.
2. Insofar as unforeseen events pursuant to § 4 nos.3 and 5 should fundamentally change the economic significance or the contents of the delivery or have fundamental effects on our company the contract shall be adjusted in good faith. In the event that this is not economically viable, we have the right to withdraw from the contract. Insofar as we assert this right to withdraw from the contract, we shall inform the customer immediately upon knowledge of the consequences and also in the event when initially an extension to the delivery term is agreed with the customer.

§ 13 Cancellation costs

If the customer cancels an issued order without grounds we have the right and choice to assert a higher actual loss without prejudice to our statutory rights and charge 10% of the purchase price or the assembly/repair price for the costs arising through the processing of the order and loss of profit. The customer retains the right to prove lesser damage.

§ 14 Terms and conditions of payment

1. Insofar as not otherwise agreed the customer shall in the scope of the delivery of spare parts with invoice amounts of € 10,000.00 and over pay 1/3 of the order value upon receipt of the order confirmation, 1/3 as soon as the customer has been informed that the main components are ready for despatch and 1/3 of the order value upon transfer of risk. For assembly/repair work the customer shall pay 1/3 of the order value upon receipt of the order confirmation, 1/3 of the order value upon arrival of the assembly/repair personnel on site and 1/3 following acceptance by an expected invoice amount of over €10,000.00.
2. Our invoices are payable within 14 das without deduction free of bank charges.
3. If contractually agreed payment deadlines are exceeded, we are entitled to charge default interest, interest of 8% above the applicable basic interest rate applicable on the due date of the transaction without a requirement for proof of losses. We reserve the right to assert further damage. The payment deadline is deemed adhered to when the payment is received by us within the payment term.
4. Bills of exchange shall only be accepted by special agreement. The acceptance of cheques or bills of exchange is exclusively merely on account of payment.
5. The customer is solely permitted to offset or withhold payment on grounds of undisputed or legally established claims. In cases of withholding of payment the claim must be based on the same contractual relationship.
6. For deliveries within the European Union the customer is obligated to provide with his VAT identification number and to provide us with all other information to verify tax exemption as well as providing us with the necessary documents to prove such tax exemption. In the event that the customer omits to fulfil these obligations in a timely manner, we shall be unable to treat the delivery as tax exempt. We shall have the right to additionally invoice and demand the incurred VAT. In the event that on the grounds of inaccurate information provided by the customer we incorrectly treat a delivery as tax exempt, the customer shall exempt us from the tax debt and shall assume all extra charges.
7. In the event that the financial situation of the customer should significantly worsen, we are entitled to terminate all credits on goods and to demand the immediate balance of all outstanding claims arising through the delivery of goods, should our counterclaims be hereby jeopardized. The same shall apply in the event that the customer suspends payment or if a motion for the initiation of insolvency proceedings in regard to the assets of the customer is filed. The rights pursuant to the following § 18 remain unaffected.

§ 15 Retention of title

1. Items we deliver shall remain our property until all claims arising from the business relationship between ourselves and the customer are paid for in full. This retention of title also applies to payment with bills of exchange.
2. The customer is not entitled to resell the delivered goods without our consent; this shall not apply insofar as the resale is only made to resellers in the ordinary course of business and only subject to the condition that the reseller receives payment from his customer or resells subject to the reservation that ownership shall only pass to the latter's customers after the reseller has complied with his payment obligations. The customer is not permitted to pledge the goods or to transfer them by way of security.
3. The customer assigns already now his (future) claims — with all ancillary rights, including any claims to outstanding credit balances — from the resale of the goods subject to retention of title in the amount of the agreed purchase price (including VAT) by way of security without requiring any further or specific statement.
4. Up until a revocation on our part the customer is authorised to collect the assigned claims at out expense in the customer’s name. This provision does not authorise factoring. Upon good cause, we shall be entitled to revocation of the contract in the cases of the following clause 7.
5. If the item subject to retention is combined with other items that are not our property (integration) we are entitled to the subsequent co-ownership share to the new item in proportion to the order value of the goods subject to retention of title at the time of the integration. In the event that the customer acquires the sole ownership to the new item, the contracting parties are hereby agreed that the customer shall grant us coownership to the new item in proportion to the order value of the integrated item subject to retention of title. The provisions on the assignment of claims pursuant to the preceding clause also apply to the new item, in which case, however, the assignment shall only be valid up to the amount corresponding to the value invoiced by us of the processed, combined or mixed object delivered by us. The customer is obligated to disclose the documents required to determine our co-ownership share. The free storage of the items subject to our ownership on our behalf on the part of the customer is hereby agreed.
6. For payments by cheque or bill of exchange our retention of title and security interests hereby remains unaffected and shall exist as long as our liability through the cheque or bill of exchange has ended.
7. In the event of actions on the part of the customer that are contrary to this contract, particularly in the event of a payment default of a claim arising from the business relationship as well as in the event the customer should suffer a deterioration of assets, suspend payment, files for insolvency proceeds on his assets or requests his creditors for an out of court settlement, we are permitted to demand the immediate surrender of our property. This shall not prejudice our other rights. The repossession of the item subject to retention of title on our part does not represent a withdrawal from the contract unless we should expressly issue a declaration to this effect in writing.
8. We undertake to release securities to which we are entitled upon the request of the customer insofar as the value of our securities exceeds the claim to be secured by more than 10%; the selection of the security to be released is at our discretion.
9. In the event of garnishment, attachment or other enforcements or third party interventions, the customer is to inform us immediately.

§ 16 Use of software

1. In the event that software is included in the scope of delivery, the customer is granted the right to use the delivered software included the documentation. It is provided for use with the associated delivery item. Use of the software on more than one system is prohibited.
2. The customer may only use the software in a legally permissible scope (§§ 69 a German Copyright Law) reproduction, adaptation, translation and transferring from the object code to the source code is prohibited. The customer undertakes not to remove or modify manufacturer information, in particular copyright notices without prior express written permission.
3. All other rights to the software and documentation including copies remain our property or the property of the software provider. The granting of sublicenses is hereby prohibited.

§ 17 Industrial property rights and copyright; legal defects

1. Unless provided otherwise, we are obligated to make delivery solely in the country of delivery, free of industrial property rights and copyright of third parties (hereinafter: proprietary rights). In the event that a third party asserts claims against the customer based on the infringement of proprietary rights by goods delivered by us, we shall be liable to the customer within the period defined in §8(2) as follows:
a) We may — at our choice and our expense — obtain a right of use for the delivered goods or modify them in such a manner that they no longer infringe the relevant proprietary rights or replace them. If this is not possible for the customer at reasonable conditions, the customer shall be entitled to the statutory rights of revocation of the contract or reduction of the contract price.
b) Our obligation to pay damages is governed by clause 10.
c) Our obligations defined above shall only exist if the customer informs us without delay of claims asserted by third parties, does not acknowledge the infringement and all measures of defence and settlement negotiations remain reserved for us. If the customer ceases the use of the delivered goods in order to mitigate the damage or for other material reasons, the customer shall be obliged to inform the third party that the cessation of the use does not amount to an acknowledgement of an infringement of the proprietary right.
2. Claims of the customer are excluded to the extent that the customer is responsible for the infringement of the proprietary rights.
3. Claims of the customer are also excluded if the infringement of the proprietary rights is the result of specific requirements of the customers, of an unforeseeable application of the delivered goods or caused by the fact that the delivered goods were modified by the customer or used in conjunction with products not delivered by us.
4. In the case of an infringement of proprietary rights, the provisions of clause 8 (clauses 5, 6) and clause 10 lit. 2 apply in all other respects to the claims of the customer pursuant to clause 1 lit. a).
5. The provisions of clause 8 apply, subject to the necessary modifications, in the case of other legal defects.
6. All further claims or claims other than those provided for in this clause 17 of the customer against us and our vicarious agents based on a legal defect are excluded.

§ 18 Financial deterioration

1. If a material deterioration in the financial situation of the customer occurs after conclusion of the contract, or of the companies affiliated with the customer (e.g., pecuniary difficulties or cessation of payment, motion for creditor protection, motion for the initiation of insolvency proceedings) or if other indications become known that may appear to jeopardise to our claim to consideration due to lacking pecuniary capacity of the customer, we are entitled to withhold performance until the customer has provided the consideration or the security. If the customer does not provide full consideration or adequate security within one week after being so requested, we shall be entitled to revoke the contract. § 323 BGB applies with the necessary modifications. Our right to claim compensation pursuant to statutory provisions remains  unaffected.
2. In the case of other materially justified indications that may appear to seriously jeopardise continued and stable business relations, we are entitled to revoke the contract in part or as a whole.

§ 19 Place of performance, legal venue, final provisions

1. Place of performance for all obligations arising from this contract, in particular payment of the purchase price is Winnenden-Birkmannsweiler. Legal venue is Stuttgart, insofar as the customer is a tradesman under the terms of Article 38 subclause 1 German Code of Civil Procedure. However we have the right to take action at the domicile of the customer.
2. The legal relationships arising in conjunction with this contract are subject to substantive law of the Federal Republic of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. Assignment of the rights and obligations of the customer arising from the contract of sale or service contract concluded with us requires our written permission to be valid.
4. The customer shall inform us without delay in writing of any change in the circle of shareholders and any change in the company name. The customer is to notify us in writing if they intend to cease production entirely.
5. In the event that individual provisions the contract of sale or service contract concluded with us should be or become invalid this shall not prejudice the validity of the remaining contract, In the event that a subclause of is invalid the validity of the rest of the clause hereby remains unaffected if the content of this can be separated from the subclause, is in itself comprehensible and provides a reasonable provision in the structure of the contract as a whole.

Last update: 15.08.2015