Terms and Conditions

General Terms and Conditions of
Company Beckmann Automation GmbH

1. GENERAL

1. Our deliveries and services shall be carried out exclusively on the basis of these Terms and Conditions. The same shall apply to assembly and other orders. They shall also apply to all future transactions without the need for renewed agreement.

2. Any deviating terms and conditions of the customer that we have not expressly accepted in writing shall not be binding upon us, even if we do not explicitly object to them.

3. Our offers are always subject to change and non-binding. Any order placed by the customer, regardless of the form in which it is submitted, requires our express written acceptance. The information contained in our catalogs, brochures, and documents accompanying our offers, in particular illustrations, drawings, weight and dimension specifications, shall only be binding if expressly confirmed by us in writing. The same shall apply to any ancillary agreements. Confirmations or other declarations shall only be binding upon us if they are issued and confirmed in writing by us or by persons authorized by us to represent the company.

4. The scope of delivery shall be determined by our written order confirmation. In the absence of a timely order confirmation, our offer with its specified validity period and timely acceptance shall be decisive.

 

II. PRICES AND PAYMENT

1. Unless otherwise agreed, the prices apply ex works, including loading at the factory, plus packaging, freight, and any other additional services such as insurance, assembly, expenses, and value-added tax at the applicable statutory rate.

2. Cheques and rediscountable bills of exchange shall only be accepted on account of performance. Discount charges and other bank fees shall be borne by the customer.

3. We shall be entitled to customary securities, in terms of type and scope, for our claims, including those that are conditional or subject to a time limit.

4. The withholding of payments or set-off shall only be permissible with a counterclaim of the customer that is undisputed or has been legally established by final judgment.

5. If the customer fails to meet its payment obligations or if circumstances become known to us that call its creditworthiness into question, all of our claims shall become immediately due and payable, including those for which we have granted payment extensions or accepted bills of exchange. If the customer does not offer payment in cash, we shall be entitled to claim damages instead of the entire performance or to withdraw from the contract, insofar as deliveries have not yet been made.

6. In the event of exceeding the payment deadline, default interest shall be charged at the statutory rate.

 

III DELIVERY TIME

1. Delivery periods and delivery dates shall only be binding if we have expressly confirmed them in writing. Agreed delivery periods shall commence upon dispatch of the order confirmation, but not before the submission of any documents, approvals, releases to be provided by the customer, or before receipt of any agreed advance payment. The delivery period shall be deemed to have been met if, by its expiry, the delivery item has left the factory or if notification of readiness for shipment has been provided. We shall be entitled to make partial deliveries.

2. The delivery period shall be extended appropriately in the event of force majeure, strikes, lockouts, shortages of raw materials, operational disruptions, riots, war, or other circumstances beyond our control. This shall also apply if such circumstances occur at our suppliers. We shall not be responsible for the aforementioned circumstances even if they arise during an existing delay in delivery.

3. Compliance with the delivery period requires the customer to fulfill its contractual obligations. We shall only be liable to the customer for compensation for any damage caused by delay if the occurrence of the delay was due to gross negligence or intent on our part. Liability for slight negligence is excluded.

4. Liability for damages caused by delay shall be limited to a maximum amount of 2% of the value of that part of the total delivery which, due to the delay, cannot be used on time or in accordance with the contract. The customer shall only have the right to withdraw from the contract if, in any case, the customer has granted us a reasonable grace period after the occurrence of the delay and we have allowed this period to expire without remedying the situation.

5. If the customer is in default of acceptance of the delivery item, we shall be entitled to set a reasonable deadline for acceptance. After expiry of this period, we may dispose of the delivery item elsewhere and supply the customer within an appropriately extended period.

 

IV. TRANSFER OF RISK AND ACCEPTANCE

1. The place of performance for deliveries and other services shall be our factory. Upon handover to the forwarding agent or carrier, but at the latest upon leaving our factory, the risk shall pass to the customer, even if partial deliveries are made or if we have assumed other services, such as shipping costs, delivery, or installation. The choice of transport route and means of transport shall remain reserved to us in all cases.

2. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the date of readiness for shipment. At the customer’s request and expense, we shall be obliged to arrange the insurance coverage requested by the customer.

3. Delivered items shall be accepted by the customer even if they have minor defects, without prejudice to the customer’s rights under Section VI.

 

V. RETENTION OF TITLE

1. We retain title to the delivery item until full payment of the purchase price and all other claims arising from the business relationship has been received. The inclusion of individual claims in a current account, as well as the balancing of accounts and acknowledgment of the balance, shall not affect the retention of title. Payment shall only be deemed completed upon receipt of the corresponding funds by us. In the case of payment by bill of exchange or cheque/bill of exchange payment, ownership shall only transfer upon redemption of the bill of exchange.

2. The customer shall not be entitled to pledge the delivery item or transfer ownership thereof by way of security. In the event of seizures, confiscations, or other dispositions by third parties, the customer shall notify us immediately. The same shall apply in the event of the assignment of its claims by means of a factoring agreement.

3. The customer shall be entitled to process and/or sell the delivery item within the scope of its properly conducted business operations. In the event that the customer resells the delivery item, the customer hereby assigns to us, already at this point in time, any claims arising from such resale. We hereby declare our acceptance of this assignment.

4. If the customer defaults on a payment arising from any of the existing contractual relationships or otherwise fails to fulfill its obligations under the retention of title, we shall be entitled to demand the return of the purchased item from the customer and to dispose of it by private sale. Our taking back of the delivery item shall not constitute a withdrawal from the contract. In such a case, the customer shall have no right of possession to the items delivered under retention of title.

5. In the event of processing, combining, mixing, or blending the reserved goods with other goods not owned by us, we shall be entitled to the resulting co-ownership share in the new item in proportion to the value of the reserved goods compared with the other processed goods at the time of processing, combining, mixing, or blending. In these cases, the customer shall hold the reserved goods in custody on our behalf.

6. We undertake, at our discretion, to release the securities to which we are entitled under the above provisions upon the customer’s request, to the extent that the realizable value of the securities exceeds the claims to be secured by more than 20%.

 

VI. LIABILITY FOR DEFECTS IN THE DELIVERY

1. We shall be liable for the absence of defects in our deliveries and other services for a period of 12 months from the transfer of risk.

2. The condition of the item at the time it leaves our factory shall be decisive for the assessment of any defect.

3. The delivery shall be deemed defective if, due to circumstances existing prior to the transfer of risk – in particular due to faulty design, inferior materials, or non-contractual execution – it is unusable or its usability is significantly and not merely temporarily impaired. For the performance of devices and machines, the results obtained on the test bench at our factory shall be decisive. We shall not assume any liability for malfunctions caused by inadequate installation conditions or improper maintenance. The same shall apply to defects arising from the following or similar causes: unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear and technical deterioration, incorrect or negligent handling and operation, unsuitable operating materials and materials such as sewing threads and labels, defective construction work, unsuitable foundations, and chemical, electrochemical, or electrical influences.

4. Complaints regarding defects by a merchant can only be considered if they are submitted in writing without delay within the meaning of Section 377 of the German Commercial Code (HGB). Apparent defects must be reported no later than within 8 days after delivery or after the establishment of operational readiness, if assembly is owed. After this period, the assertion of a defect claim shall be excluded. These provisions shall also apply within the scope of Section 378 of the German Commercial Code (HGB). After expiry of the deadline, the objection based on defects shall be excluded. Notification of defects must be made in writing. Defects that cannot be discovered within this period even after careful inspection must be reported immediately upon discovery. Our liability shall be excluded if the item has been dismantled or otherwise modified before the defect was reported to us.

5. In the event of a justified and timely notice of defects, we shall be entitled, at our discretion, to remedy the defect, provide a replacement delivery, or withdraw from the contract. In the case of supplied third-party products, we may alternatively assign our defect claims against our supplier to the customer. The customer shall grant us the necessary time and opportunity free of charge to carry out all modifications that we deem necessary at our reasonable discretion, as well as to supply replacement parts or replacement equipment.

6. The customer shall grant us the necessary time and opportunity to carry out all remedial actions and replacement deliveries that we deem necessary at our reasonable discretion; otherwise, we shall be released from liability for defects. Only in urgent cases involving a risk to operational safety or the prevention of disproportionately large damages shall the customer, after prior notification to us, have the right to remedy the defect itself or have it remedied by third parties. The customer shall not be entitled to demand an advance payment.

7. We shall be entitled to refuse the remedy of defects if and as long as the customer has failed to fulfill a contractual obligation incumbent upon them. This shall apply in particular, but not exclusively, to agreed payments. Even a justified complaint shall not release the customer from their payment obligation.

8. In the event of a justified notice of defects, we shall bear the direct costs of rectification or replacement delivery, in particular the costs of the replacement part as well as any removal and installation costs. We shall not assume any indirect costs or damages. This also applies to disproportionate transport and other shipping costs.

9. Rectification work carried out or replacement deliveries shall have no effect on the limitation period for rights and claims due to defects. The limitation period shall continue to commence upon the transfer of risk of the original delivery to the customer. Liability for any resulting consequences shall be excluded if modifications or repair work are carried out improperly by the customer or third parties without our prior approval.

VII. LIABILITY

1. Our liability shall be governed exclusively by these Terms and Conditions. Claims for damages that are not based on an intentional or grossly negligent breach of duty shall be excluded, subject to paragraph 2, insofar as they are based on a breach of a non-essential contractual obligation. In the event of a merely negligent breach of an essential contractual obligation, our liability shall be limited to the foreseeable damage typical for the contract, up to a maximum amount equal to the value of the consideration. The fault of our legal representatives and vicarious agents shall be deemed equivalent to our own fault. All other further-reaching claims of the customer, in particular claims for compensation for damages, including damages not incurred to the delivery item itself (consequential damages caused by defects), are excluded. The customer’s right to a reduction in price or withdrawal from the contract shall only arise upon the final failure of subsequent performance.

2. The exclusions of liability and limitations of liability shall not apply in cases of fraudulent concealment of a defect or in the event of the occurrence of a warranty case under an assumed quality or durability guarantee within the meaning of Section 443 of the German Civil Code (BGB). They shall also not apply in cases of intent or gross negligence on the part of our corporate bodies, the owner, our executive employees, or our vicarious agents. Furthermore, they shall not apply to damages resulting from injury to life, body, or health caused by a negligent breach of our obligations or by an intentional or negligent breach of duty by our legal representatives or vicarious agents, nor to damages that must be compensated under the German Product Liability Act.

 

VIII. INTELLECTUAL PROPERTY RIGHTS

1. We reserve all rights of ownership and copyright in cost estimates, drawings, and other documents. They may not be made accessible to third parties without our consent and must be returned to us upon request.

2. Our ownership and copyright in plans and other technical documents prepared by us shall remain unaffected, even if we provide them to the customer within the scope of the contract. The plans and technical documents may not be made accessible to third parties. Upon our request, which may be made at any time without stating reasons, the documents shall be returned to us immediately. The same shall apply to design information and other data extending beyond ordinary operating instructions. The customer alone shall be liable for the legality of the use of drawings and sketches submitted by them. We shall not be obliged to review the aforementioned documents, in particular with regard to existing industrial property rights of third parties, and the customer shall indemnify us against any damages arising from the assertion of industrial property rights by third parties. Our designs and construction proposals may only be passed on with our approval; otherwise, the customer shall be liable for any damages incurred by us.

 

IX. PLACE OF JURISDICTION; APPLICABLE LAW

1. In the event of any disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law, or a special fund under public law, legal action shall be brought before the court having jurisdiction over the registered office of our company. We shall also be entitled to bring an action at the customer’s registered office.

2. Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply as a supplement.

3. The contractual relationship, including these Terms and Conditions and their interpretation, shall be governed exclusively by the laws of the Federal Republic of Germany, even in cases involving foreign elements. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded..

Version: October 2006

 

Beckmann Automation GmbH
Kreuzweg 60 , 48607 Ochtrup
Germany
Phone: 0049 2553 2058