Terms & Conditions

General Sales Conditions of the Company Brunner & Fecher Regelungstechnik GmbH

§ 1 General

(1) The following sales conditions only apply to all our deliveries and performances. They only apply to companies in terms of art. 310, para. 1 in connection with art. 14 of the Civil Code.

(2) Differing conditions of the buyer which the seller does not expressively acknowledge are not binding, even though the seller does not expressively disagree.

(3) The ineffectiveness of single conditions of this contract or parts of it does not effect the validity of the remaining conditions. The parties to the contract are obliged to replace - within the bounds of reasonability and in good faith - an ineffective condition by a condition which will have equal economical success, as far as this does not substantially change the contract content. The same applies, if a subject needs settlement which is not expressively regularized.

(4) Place of performance for all indirect and direct obligations deriving from this contract relation including duty of payment is the residence of the seller.

(5) Place of jurisdiction is the place of trial responsible for the principal office of the seller insofar as the seller is a merchant. However, the seller is also entitled to file a complaint with the court which is responsible for the residence or subsidiary of the buyer.

§ 2 Offers, Scope of Delivery and Conclusion of Contract

(1) The seller's offers are subject to confirmation.

(2) The seller‘s confirmation of order only is decisive for the scope of performance as contracted.

(3) The seller reserves the right to change the construction, choice of material, specifications or design even after posting the order confirmation in as much as these changes do not contradict the order confirmation or the buyer's specifications. Moreover, the buyer will agree to further changes proposed by the seller insofar as these changes are reasonable for the buyer.

(4) Partial deliveries are allowed.

(5) As a rule, documents as pictures, drawings, measurements and weights underlying the offer or order confirmation need to be considered as approximate data only unless expressively referred to as binding.

§ 3 Prices and Terms of Payment

(1) The prices are ex works, excluded packing and other mailing and transportation expenses, plus statutory sales tax. The packing is invoiced at cost-price and will be taken back only if the seller is obliged by law.

(2) If the time period between conclusion of contract and delivery is longer than 4 months and the seller is not responsible for the delay in delivery, the seller can reasonably increase the price in consideration of the arisen material and labour costs and additional charges, which the seller must bear. If the sales price rises more than 40 percent, the buyer is entitled to withdraw from the contract.

(3) If the seller considers the buyer's change requests, the seller will bill the buyer for the extra costs.

(4) If the buyer culpably exceeds the time of payment, he/she must pay interest in the amount of 8 percent above the currently applicable basis interest and the seller reserves the right to assert further claims.

§ 4 Setting off and Detention

Setting off and detention are excluded, unless the demand for setting off is unquestioned or its determination is legally binding.

§ 5 Time of Delivery

The seller states the time of delivery in his/her best discretion. It is extended appropriately, if the buyer delays cooperation or fails to cooperate as required by him/her or as agreed. The same applies to the following incidents: strike, lockout and other unpredicted impediments which are beyond the seller's responsibility, e.g. delivery delay of subcontractors, breakdowns or traffic congestion, lack of material or energy etc. Also, changes to the delivered goods requested by the buyer may cause the time of delivery be reasonably extended.

§ 6 Passing of Risk

The risk is passes to the buyer as soon as the seller has placed the goods at the disposal of the buyer and has informed him/her accordingly.

§ 7 Retention of Title

(1) The goods remain the property of the seller until fully paid. Retention of title remains effective until all demands - whether future or conditional - resulting from the business relation between buyer and seller are fulfilled.

(2) The buyer is not authorized to transfer the goods by way of security or to mortgage them. However, the buyer is entitled to market the goods, which were conditionally sold to him, in the regular course of business. The buyer assigns to the seller the demands arsing here from towards his business partners.

(3) If the buyer belabours or processes the goods, the thus created goods remain complete property of the seller. The buyer gains co-ownership of the goods to that fractional amount which corresponds to the relation of the value of his goods to that of the goods supplied by the seller.

(4) If the value of all securities for the seller sustainably exceeds the existing demands by more than 10 percent, the seller - on the buyer's request - will release securities according to the seller's choice.

(5) The seller is entitled to assert his right to reserve of title without withdrawing from the contract.

§ 8 Claims due to Defects

(1) If the business is a trading action for both parties, the buyer must inspect the goods immediately upon receipt, if doable in the regular course of business, and directly inform the seller of any deficiencies. If the buyer fails to do so, the goods are considered as approved, unless the deficiency was not recognizable at the time of inspection. Furthermore, art. 377 et sqq. of the German Commercial Code apply.

(2) Deficiency claims are limited to subsequent fulfillment. If subsequent fulfillment fails, the buyer is entitled to request at his choice either reduction of payment or withdrawal from the contract.

(3) Further claims of the buyer except cases of acceptance of guarantee are excluded. This does not apply in case of intent, gross negligence, infringement of fundamental contract duties of the seller.

(4) Deficiency claims become time-barred one year after supply of goods.

§ 9 Warranty

(1) Warranty period for all new devices and machines sold is 12 months from day of delivery.

(2) If a deficiency under warranty cannot be eliminated within 6 months or the seller refuses remedy, the buyer is can demand replacement, abatement of purchase price or cancellation of contract.

(3) Any defects caused by damage, wrong connection or maloperation by the customer are excluded.

(4) The buyer's warranty claim becomes invalid in case of changes, repairs or repair attempts of the buyer or an unauthorized third party. Assignment of warranty claims is excluded. Replaced parts become our property. In the same way we guarantee for our replacements or repairs. However, the buyer's warranty claim does not expire in cases of changes executed by the buyer or an unauthorized third party, if the buyer can rebut the seller's allegation, that this change had caused the deficiency of the device.

§ 10 Liability

Claims of the buyer for damages are excluded. This does not apply in case of intent, gross negligence, infringement of fundamental contract duties of the seller or acceptance of guarantee.

§ 11 Place of Jurisdiction

(1) The office of Brunner & Fecher Regelungstechnik GmbH is the general place of trial for all direct or indirect disputes deriving from this contract relation, if the buyer is a merchant who has been entered as such in the commercial register.

(2) German law applies to the contract relations excluding the UN Convention on Contracts for international Sale of Goods (CISG).

§ 12 Bindingness of Contract

Even though parts of the contract may become legally invalid, the rest of the contract remains binding. This does not apply, if keeping the contract would present undue hardship to one of the parties.

Brunner & Fecher Regelungstechnik GmbH
An den Röderäckern 5
63743 Aschaffenburg

Aschaffenburg, April 2012