I. Scope of application

The following terms and conditions apply for all of our deliveries and performances. Other terms and conditions shall only become binding if explicitly recognized by us through written confirmation.

II. Order confirmation and conclusion of contract

1. Our offers are without engagement on our part. Orders are not legally binding without our written conformation. The terms and conditions set out in the order confirmation shall apply in addition for all sales.
2. Terms and conditions of purchase of the customer shall not oblige us, even if we do not reject these specifically.
3. We shall retain ownership rights and copyright to all calculations, illustrations, drawings and other documentation. These must not be forwarded or made accessible in any way to third parties.

1. Delivery periods shall only be binding if agreed in writing. In case of doubt, the delivery periods stated in the order confirmation shall apply.
2. The delivery periods shall not start to run until with effect from final agreement concerning the questions to be clarified with the customer prior to the start of production, and presuppose on-time and correct fulfilment of the obligations of the customer. If these preconditions are not fulfilled, the delivery period shall be extended by an appropriate amount or new delivery periods agreed.
3. The delivery period shall be considered adhered to if the delivered item has left the plant, or availability for dispatch has been advised, prior to its expiry. Unforeseen, unavoidable events during manufacture and other hindrances for which we are not responsible, e.g. force majeure, disturbances in our own operations or in the operations of our suppliers, import and export restrictions etc., shall entitle us to extend the delivery period by the duration of the hindrance. This shall also apply if the disturbances occur at a time at which we are in default. All claims for compensation are excluded and delivery delays shall not entitle the customer to withdraw from the contract.
4. If the customer defaults on acceptance or culpably violates his obligations to cooperate, we shall be entitled to demand compensation for the damages incurred by us, including any additional expenditure.

1. In the absence of any written agreement to the contrary, our prices shall apply as ex-works, excluding packing and insurance, and subject to statutory value added tax in the respectively applicable amount. Authoritative for adherence to the period for payment, as well as for any settlement discounts granted, is the date of unconditional crediting to our account.
2. In the event of changes to the basis for calculation resulting after conclusion of the contract as a result of higher material costs, increases in the statutory value added tax or as a result of other circumstances, in particular technically-related changes to the calculation, we are entitled to recalculate the contract price in the ratio to the changes in the basis for calculation.
3. The customer shall only be entitled to a right of offsetting if such counterclaims have been determined as legally binding, are undisputed or have been recognized by us.

1. Dispatch of the subject matter of the contract shall be effected by us "ex-works" and at the risk of the customer. The risk shall pass to the customer upon dispatch of the subject matter of the contract, at the latest upon leaving the plant/warehouse. This shall apply irrespective of whether dispatch of the goods is made from the place of performance.
2. If dispatch is delayed without culpability on our part, or in the event of a delay in acceptance, the risk shall pass to the customer upon notification of availability for dispatch.
3. The goods shall only be insured against transport damage if this is explicitly requested by the customer, and the insurance shall be for the account of the latter. Packing will be invoiced at cost price and will not be taken back.

1. We shall retain proprietorship of the subject of purchase until all payments have been received for all claims from the contract of delivery. In the event of contract-violating conduct on the part of the customer, in particular delay of payment, we are entitled to take back the item sold.
2. The customer is obliged to treat the item sold with care; in particular, he is obliged to insure it adequately at replacement value against damage through fire, water and theft and at his own expense.
3. In the event of attachment or other intervention by third parties, the customer must inform us immediately and in writing so that we can take legal action as per § 771 ZPO (Code of Civil Procedure). If the third party is not in a position to reimburse us for the Court and out-of-court costs of legal action as per § 771 ZPO, the customer shall be liable for the losses suffered by us.
4. The customer is entitled to make onward sale of the conditional commodity in an orderly run of business. However, he hereby assigns to us henceforth all claims, resulting to him against his customers or third parties through the onward sale, in the amount of the final invoice value agreed with us (including VAT). The customer shall remain entitled to collect these claims even after the cession. Our entitlement to collect the claims ourselves shall remain unaffected. Nevertheless, we undertake not to collect the claims as long as the customer fulfils his payment obligations, does not delay payment and no application is made for the opening of bankruptcy, composition or insolvency proceedings.
5. If the item sold is processed together with other items not belonging to us, we shall acquire joint ownership of the new item in the ratio of the value of the item sold (final invoice amount including VAT). Apart from this, the same shall apply for the item resulting from the processing as applies for the item sold and delivered conditionally.

1. Claims of the customer as a result of defects presuppose that the customer has complied correctly with his duty to examine and to notify defects as per § 377 HGB (German Commercial Code).
2. If there is a defect to the item sold, the customer shall be entitled to choose between subsequent fulfilment in the form of removal of the defect or to delivery of a new, non-defect item. In this respect, we shall be entitled to refuse the form of subsequent fulfilment chosen by the customer if this is only possible at disproportionate cost.
3. Liability for defects is excluded in the event of faults incurring as a result of parts not delivered or installed by us, in the event of alterations without our written consent as well as in cases of repairs carried out incorrectly by the customer or third parties.
4. All claims for damages (loss of profit, loss of production etc.) and all forms of consequential damage are hereby explicitly excluded.
5. No liability shall be accepted for damages as a result of natural wear and tear or damage as a result of incorrect treatment. We are not obliged to remove defects if the customer fails to comply with his payment obligations.
6. If the customer asserts claims for damages based on intentional conduct or gross negligence, we shall be liable as per the statutory provisions. Nevertheless, the responsibility for compensation shall be limited to the predictable, typically occurring damage.
7. In the absence of any ruling to the contrary above, liability is excluded. This shall apply in particular for farther-reaching liability for damages (e.g. tortious claims for compensation for damage to property as per § 823 BGB (German Civil Code), for claims for damages as a result of culpability upon completion of the contract).
8. The period of limitation for claims for defects is 12 months from the date of the transfer of risk.

1. We shall be entitled to the industrial property rights to drafts, drawings, software and devices prepared by us, even if the customer has assumed the costs of the above.
2. If admissible and in the absence of any agreement to the contrary, we shall assume no liability that the products delivered by us do not violate industrial property rights of third parties. The customer is obliged to inform us immediately if he becomes aware of any such violations or if claims are asserted against him.

1. The Law of the Federal Republic of Germany shall apply exclusively. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
2. In the absence of any statement to the contrary in our order confirmation, the place of performance is our registered business office. Place of jurisdiction is the Court responsible for our registered business office.
3. Should individual provisions of these terms and conditions be or become invalid or be rescinded, the other provisions shall remain unaffected. Any invalid provisions shall be substituted by new regulations with the same economic success.

Valid as per August 2006

Ruhlamat Automatisierungstechnik GmbH
Managing Director: Karl Mack, Thomas Mack 
Bahnhofstraße 52, 99819 Marksuhl, Germany