General Terms and Conditions

General Terms and Conditions of Heinz Petry Maschinenbau GmbH

1. All deliveries, services, and offers of the seller are made exclusively on the basis of these General Terms and Conditions. These are part of all contracts concluded by the seller with its contractual partners (hereinafter also referred to as ‘client’) for the deliveries or services offered by the seller. They also apply to all future deliveries, services, or offers to the client, even if they are not separately agreed upon again.

2. The terms and conditions of the client or third parties do not apply, even if the seller does not expressly object to their validity in individual cases. Even if the seller refers to a letter that contains terms and conditions of the client or a third party, or refers to such, this does not constitute agreement with the validity of those terms and conditions.

1. All offers of the seller are subject to change and non-binding unless expressly marked as binding or contain a specific acceptance period. The seller may accept orders or contracts within 20 days of receipt.

2. Solely decisive for the legal relationships between seller and client is the written purchase contract, including these General Terms and Conditions. This reflects all agreements between the contracting parties regarding the subject matter of the contract in full. Oral assurances by the seller prior to the conclusion of this contract are legally non-binding, and oral agreements between the parties are replaced by the written contract unless it is explicitly stated that they remain binding.

3. Supplements and amendments to the agreements made, including these General Terms and Conditions, require written form to be effective.

4. Information provided by the seller regarding the subject matter of deliveries or services (e.g., weights, dimensions, utility values, load-bearing capacity, tolerances, and technical data), as well as our representations thereof (e.g., drawings and illustrations), are only approximately authoritative unless precise conformity is required for the contractually intended purpose. They are not guaranteed features, but rather descriptions or labels of the delivery or service. Commercial deviations and deviations resulting from legal regulations or technical improvements, as well as the replacement of components with equivalent parts, are permissible as long as they do not impair the usability for the contractually intended purpose.

5. The seller reserves ownership or copyright of all offers and cost estimates submitted by him, as well as drawings, illustrations, calculations, brochures, catalogs, models, tools, and other documents and aids provided to the client. The client may not make these items accessible to third parties either as such or in terms of content without the express consent of the seller, disclose them, use them themselves or through third parties, or reproduce them. On demand of the seller, the client shall return these items in full to the seller and destroy any copies made if they are no longer needed by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

6. If the purchase was concluded on a field trial basis, the following applies: the field trial is intended to test the sold machine on the business premises of the business partner. This field trial will be scheduled in terms of time and space by the responsible representative and must take place in the presence of a representative or agent of the seller.

6.1 The client cannot reject the goods at their own discretion, but only if the purchased machine does not have the contractual or specially guaranteed characteristics, or if it does not work to the full satisfaction of the client under the particular circumstances in which the client conducts their business.

6.2 The field trial is free of charge in the event of the conclusion of the purchase contract. If the reasons listed in clause 6.1 of these conditions exist, which entitle the client to reject the machine, the client must bear the costs incurred by the seller for the field trial. These are to be paid in accordance with the provisions of Section 3 of these conditions.

6.3 The field trial may only be conducted on the premises of the client. All oral commitments made by representatives in connection with the agreement or conduct of a field trial are ineffective and require written confirmation by the seller to be effective.

1. The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are in euros ex works plus packaging, statutory VAT, customs duties for export deliveries as well as fees and other public charges.

2. If the agreed prices are based on the seller’s list prices and delivery is only to take place more than 4 months after conclusion of the contract, the seller’s list prices valid at the time of delivery apply.

3. Invoice amounts must be paid within 14 days without any deductions unless otherwise agreed in writing. The date of payment is determined by receipt by the seller. Checks are only considered payment after they have been cashed. If the client does not pay by the due date, the outstanding amounts will be charged at 5% p.a. from the due date. a. to pay interest; The assertion of higher interest and further damages in the event of default remains unaffected.

4. Offsetting against the client’s counterclaims or withholding payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.

5. The seller is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, he becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the client and which require payment of the seller’s outstanding claims is endangered by the client from the respective contractual relationship.

1. Deliveries are made ex works.

2. Deadlines and dates for deliveries and services announced by the seller are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipping has been agreed, delivery times and delivery dates refer to the time of handover to the freight forwarder, freight carrier or other third party commissioned with the transport.

3. The seller can – without prejudice to his rights arising from the client’s default – demand from the client
an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the client does not fulfill his contractual obligations to the seller.

4. The seller is not liable for the impossibility of delivery or for delays in delivery if these are due to force majeure or other events that were not foreseeable at the time the contract was concluded (for example: operational disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of workers, energy or raw materials, difficulties in obtaining necessary official approvals, official measures or the lack of, incorrect or late delivery from suppliers) for which the seller is not responsible. If such events make delivery or service significantly more difficult or impossible for the seller and the hindrance is not only temporary, the seller is entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediately notifying the seller in writing.

5. The seller is only entitled to make partial deliveries if

• the partial delivery can be used by the client within the scope of the contractual intended purpose,
• the delivery of the remaining ordered goods is ensured and
• The client will not incur any significant additional effort or additional costs for this unless the seller agrees to assume these costs.

6. If the seller defaults on a delivery or service or if a delivery or service becomes impossible for him, regardless of the reason, the seller’s liability is limited to compensation in accordance with Section 8 of these General Terms and Conditions.

1. The place of fulfillment for all obligations arising from the contractual relationship is the seller’s registered office, unless otherwise specified.

2. The risk is transferred to the client at the latest when the delivery item is handed over (the start of the loading process is decisive) to the freight forwarder, freight carrier or other third party designated to carry out the shipment. This also applies if partial deliveries are made or the seller has provided other services. If shipping or handover is delayed due to a circumstance caused by the client, the risk passes to the client from the day on which the delivery item is ready for dispatch and the seller has notified the client of this.

3. The client bears storage costs after the transfer of risk. If stored by the seller, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per completed week. We reserve the right to assert and provide evidence of additional or lower storage costs.

1. The warranty period is 1 year from delivery or, if acceptance is required, from acceptance.

2. The delivered items must be carefully examined immediately after delivery to the client or to a third party designated by the client. They are deemed to have been approved if the seller does not receive a written notice of defects regarding obvious defects or other defects that were recognizable during an immediate, careful inspection within 7 working days after delivery of the delivery item or otherwise within 7 working days after the discovery of the defect or any earlier time1 :, in which the defect was recognizable to the client during normal use of the delivery item without further examination. has been received. At the seller’s request, the delivery item in question must be returned to the seller freight paid. If the complaint about defects is justified, the seller will reimburse the costs of the cheapest shipping route; This does not apply if the costs increase because the delivery item is located at a location other than the place of intended use.

3. In the event of material defects in the items delivered, the seller is initially obliged and entitled to repair or replace the goods, at his discretion within a reasonable period of time.. In case of failure, i.e. H. If the impossibility, unreasonableness, refusal or unreasonable delay of repair or replacement delivery, the client can withdraw from the contract or reduce the purchase price appropriately.

4. If a defect is due to the fault of the seller, the client can demand compensation under the conditions specified in Section 8.

5. In the event of defects in components from other manufacturers that the seller cannot remedy for licensing or factual reasons, the seller will, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the client or assign them to the client. In the event of such defects, warranty claims against the seller only exist under the other conditions and in accordance with these General Terms and Conditions. if the legal enforcement of the above-mentioned claims against the manufacturer and supplier was unsuccessful or is hopeless, for example due to insolvency. During the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the client against the seller is suspended.

6. The warranty does not apply if the client changes the delivery item or has it changed by a third party without the consent of the seller and this makes rectification of the defect impossible or unreasonably difficult. In any case, the client must bear the additional costs of correcting the defect resulting from the change.

7. A delivery of used items agreed with the client in individual cases is carried out to the exclusion of any warranty for material defects.

1. The retention of title agreed below serves to secure all existing current and future claims of the seller against the buyer.

2. The goods delivered by the seller to the buyer remain the property of the seller until all secured claims have been paid in full. The goods and the goods that replace them under this clause and are covered by retention of title are hereinafter referred to as “reserved goods”.

3. The buyer stores the reserved goods for the seller free of charge.

4. The buyer is entitled to process and sell the reserved goods in the normal course of business until the event of exploitation occurs. Pledges and assignments as security are not permitted.

5. If the reserved goods are processed by the buyer, it is agreed. that the processing is carried out in the name and for the account of the seller as manufacturer and the seller has direct ownership or – if the processing takes place from materials from several owners or the value of the processed item is higher than the value of the reserved goods – the co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership occurs with the seller. the buyer now transfers his future ownership or – in the ratio mentioned above – co-ownership of the newly created item to the seller as security. If the reserved goods are combined with other items to form a uniform item or are inseparably mixed and one of the other items is viewed as the main item, the seller transfers. as far as the main thing belongs to him. the buyer shares co-ownership of the uniform item in the ratio specified in sentence 1.

6. In the event of the resale of the reserved goods, the buyer hereby assigns the resulting claim against the purchaser as security – in the case of the seller’s co-ownership of the reserved goods, in proportion to the co-ownership share – to the seller. The same applies to other claims that replace the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims from unlawful acts in the event of loss or destruction. The seller revocably authorizes the buyer to collect the claims assigned to the seller in his own name. The seller may only revoke this direct debit authorization in the event of exploitation.

7. If third parties access the reserved goods. in particular through seizure, the buyer will immediately point out the seller’s property and inform the seller of this in order to enable him to enforce his property rights. If the third party is unable to reimburse the seller for the legal or extrajudicial costs incurred in this context, the buyer is liable to the seller for this.

8. The seller will release the reserved goods and the items or claims replacing them upon request at his discretion if their value exceeds the amount of the secured claims by more than 50%.

9. If the seller withdraws from the contract due to the buyer’s behavior in breach of contract – in particular late payment – he is entitled to demand return of the reserved goods.

1. The seller’s liability for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this § 8 to the extent that fault is involved .

2. The seller is not liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless this involves a violation of essential contractual obligations. Essential to the contract are the obligations to deliver and install the delivery item in a timely manner that is free of significant defects, as well as advice, protection and care obligations that are intended to enable the client to use the delivery item in accordance with the contract or to protect the life and limb of the client’s staff or the protection of their employees The purpose is to protect property from significant damage.

3. As soon as the seller according to § 8 Section. 2 is fundamentally liable for damages, this liability is limited to damages that the seller foresaw as a possible consequence of a breach of contract when concluding the contract or that he should have foreseen if he exercised normal care. Indirect damages and consequential damages that are the result of defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

4. In the event of liability for simple negligence, the seller’s obligation to pay compensation for property damage and resulting further financial losses is limited to an amount of EUR 1,00,000.00 per case of damage, even if it involves a breach of essential contractual obligations.

5. The above liability exclusions and limitations apply to the same extent in favor of the bodies and legal representatives. Employees and other vicarious agents of the seller.

6. If the seller provides technical information or provides advice and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and to the exclusion of any liability.

7. The restrictions of this § 8 do not apply to the seller’s liability due to intentional behavior, for guaranteed quality features, for injury to life, body or health or under the Product Liability Act.

1. The place of jurisdiction for all possible disputes arising from the business relationship between the seller and the client is, at the seller’s discretion, the seller’s registered office or the client’s registered office. The seller’s registered office is the exclusive place of jurisdiction for lawsuits against the seller. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.

2. The relationships between the seller and the client are subject exclusively to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

3. To the extent that the contract or these General Terms and Conditions contain gaps in the regulations, the legally effective regulations that the contractual partners would have agreed on in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions are deemed to have been agreed to fill these gaps if they had been aware of the gap in the regulations.