Terms and Conditions

General Terms

1. Our offers are non-binding. All agreements become legally effective only upon our written confirmation. The content of our confirmation alone is decisive for the contractual relationship. These General Terms and Conditions apply in all cases. The terms and conditions of our contractual partners shall apply—without requiring our explicit objection—only insofar as they correspond to our own terms and conditions.

2. The information, drawings, illustrations, and performance descriptions contained in brochures, catalogues, price lists, or any documents belonging to the offer represent industry-standard approximate values, unless expressly designated as binding in our order confirmation.

Place of Performance, Jurisdiction, and Applicable Law

1. The place of performance for all obligations arising from the contract is Nordhausen.

2. For all disputes arising from or in connection with the contractual relationship, the local court (Amtsgericht) of Nordhausen shall have jurisdiction.

3. The contractual relationship is governed by German law.

Delivery

1. Cost estimates, drawings, and other documents—also when sent to the customer—remain our property. We retain all copyright to these documents. They may not be reproduced or made accessible to third parties without our written consent.

2. Delivery dates are considered approximate. The delivery period begins with the dispatch of our order confirmation, but not before all approvals and documents required for execution have been provided and all essential questions clarified. The delivery period is deemed fulfilled when the goods have left our works or when shipment readiness has been communicated to the purchaser.

   The delivery period is suspended as long as the purchaser is in default with any of their obligations. Unforeseen obstacles—such as operational disruptions of any kind, difficulties in procuring materials not caused by intent or gross negligence on our part, or force majeure—that impede or partially prevent fulfilment entitle us, at our discretion, to extend the delivery period or withdraw from the contract.

   The purchaser may withdraw from the contract only if performance becomes impossible or if we default and fail to deliver within a reasonable grace period set by the purchaser. The withdrawal must be declared in writing immediately after the grounds for withdrawal arise. Claims for damages due to delayed delivery or non-performance are excluded unless caused by intent or gross negligence on our part.

Shipping and Transfer of Risk

1. Unless otherwise agreed, shipment is made ex works without any obligation to select the cheapest shipping method.

2. Risk transfers to the purchaser—also for freight-free delivery—once the goods have been handed over to the carrier. If the goods are ready for shipment and dispatch or acceptance is delayed for reasons not attributable to us, risk transfers to the purchaser upon receipt of the notification of shipment readiness.

Payment Terms

1. Unless otherwise agreed, payment shall be made within 8 days of the invoice date (shipping date) with a 2% discount, or within 30 days of the invoice date (shipping date) without discount, in cash or via bank transfer. Repair invoices are payable immediately without deduction.

   Offsetting against our claims or exercising rights of retention is excluded unless the purchaser's claims are undisputed or legally established.

   If we become aware of a deterioration in the purchaser’s financial situation after conclusion of the contract, we may demand immediate full payment or sufficient security. If the purchaser fails to comply, we may claim damages or withdraw from the contract.

Liability for Defects and Warranty

Warranty for defects (including absence of warranted characteristics) is provided exclusively under the following conditions:

1. Defects must be reported immediately in writing—recognisable defects no later than 8 days after receipt at destination. Otherwise, all warranty rights expire.

2. For justified defect claims, we provide—at our discretion—replacement delivery, repair, price reduction, or cancellation of the contract.

3. We must be given the opportunity to inspect the reported defect promptly. No modifications may be made to the goods without our consent, otherwise warranty rights expire. Personnel sent for inspection cannot acknowledge defects with binding effect on us.

4. If we fail to meet our warranty obligations, or if repair or replacement fails, the purchaser may—after a reasonable grace period of at least 10 working days—demand a price reduction or contract cancellation.

5. For third-party products, our liability is limited to the assignment of the claims we have against the respective manufacturer/supplier.

6. Warranty applies only to defects arising under normal operating conditions and proper use. Warranty claims are excluded particularly in cases of: unsuitable or improper use, incorrect installation by the purchaser or third parties, insufficient or improper maintenance, excessive load, natural wear, unsuitable operating materials, chemical/electrochemical/electrical influences, and weather or natural effects.

7. Further claims of the purchaser—including producer liability—such as compensation for indirect or direct damages or installation/removal costs, are excluded unless they arise from intent or gross negligence on our part.

8. The warranty period is 12 months from transfer of risk. For replacement deliveries, the warranty period restarts; repairs do not extend the original period.

Retention of Title

1. We retain ownership of delivered goods until all claims arising from the business relationship or any other legal basis have been fully settled. We remain the owner of the goods regardless of processing stage or form. Acquisition of ownership by the purchaser under §950 BGB is excluded; any processing is deemed performed on our behalf, and all goods are merely held in custody for us. If goods are combined or mixed with goods of the purchaser, the purchaser assigns to us in advance the ownership or co-ownership rights and stores the combined goods on our behalf. For mixing or combining with goods of third parties, statutory provisions apply.

2. The purchaser must insure the goods subject to retention of title against fire and theft.

3. Repossession of goods under retention of title is not deemed withdrawal from the contract unless we declare this in writing.

4. The purchaser may sell goods subject to our ownership only in the ordinary course of business. Claims arising from resale or any other legal basis relating to the goods are hereby assigned to us in advance in the amount of the delivery price plus 20% as security. The purchaser is authorised to collect the assigned claims as long as they fulfil their payment obligations. We release securities upon request if their value exceeds our claims by more than 20%.

5. The purchaser must notify us immediately of any third-party access to goods under retention of title or assigned claims.

6. Where special legal requirements for the transfer of ownership or security interests exist in the purchaser’s country, the purchaser must fulfil these at their own expense.

Dipl.-Ing. Lutz Kurth
Bohr- und Brunnenausrüstungen GmbH
99734 Nordhausen
Version dated 01.01.2008