GTC

MS MASCHINENBAU- U. VERTRIEBS GMBH
Goldbinnen 13, 31840 Hess. Oldendorf, Deutschland

TERMS OF DELIVERY AND PAYMENT

become valid by notification to the buyer or customer (language regulation Buyer = orderer/ Seller = Supplier)

I. Offer

The documents associated with the offer, such as illustrations, drawings, weight and dimensions, are only approximate unless they are expressly designated as binding. The supplier reserves ownership and copyright of cost estimates, drawings and other documents; they may not be made available to third parties. The supplier is obliged to make plans designated as confidential by the customer available to third parties only with the customer’s consent.

II. Scope of delivery
The scope of delivery is based on the written order confirmation – countersigned by the customer – and the corresponding invoice. Oral subsequent changes generally require the written form and are only binding then.

III. Price and Payment

1. The prices are generally ex works including loading but excluding any packaging. If loading by crane is necessary, this is at the buyer’s expense.
   The applicable statutory value added tax is added to the agreed sales prices. This does not apply to export transactions.
2. The method of payment must always be agreed between buyer and seller and is then irrevocable.
   As a rule, the following agreement applies:
   1/3 when placing the order
   1/3 30 days after the start of production
   1/3 after notification of readiness for dispatch by the seller
3. If the payment method is not adhered to, the seller is entitled to stop production or refuse delivery. The seller is solely responsible for both actions. The seller is entitled to pass on any financial costs associated with this to the buyer. This increases the sales price and must be taken into account in the payment method.

IV. Delivery time

1. The delivery period begins with the receipt of the order confirmation and the simultaneous receipt of the deposit. The delivery period must be clearly agreed in the order confirmation.
2. The delivery period is met if the delivery item has left the factory or is ready for dispatch by the deadline.
3. The delivery period will be extended appropriately in the event of industrial action, particularly strikes and lockouts, and in the event of unforeseen obstacles that are beyond the control of the supplier. Failure to meet delivery deadlines by various suppliers may also result in a delivery period being exceeded. The seller is not required to provide financial compensation for this. In any case, the buyer must set the seller a reasonable and justifiable grace period. For orders up to EUR 25,000, 10 days, for orders up to EUR 100,000, three weeks, and for orders up to EUR 250,000, six weeks.
4. However, if delivery deadlines are exceeded for reasons that are solely the fault of the seller, compensation for delay will be paid after the grace period has expired. This amounts to 0.5% of the purchase price for each additional week of delay, but not more than 5%. However, this only applies to the machines or machine parts where a delivery delay is identified. Advance deliveries or trimmings reduce the compensation for delay. Financial losses and other consequential damages due to a determined delay in delivery are generally rejected.
5. If the buyer does not meet the collection deadline after the seller has notified the buyer that the goods are ready for dispatch, compensation for late payment shall also be payable as follows: 0.5% of the purchase price 1 week after the collection deadline, 1% of the purchase price 2 weeks after the collection deadline, 3% after the collection deadline 3 weeks after the collection deadline and 5% after the collection deadline 4 weeks after the collection deadline. A surcharge of 1% is due for each additional week. A limit on the total compensation is not agreed.
   6. Compliance with the delivery period presupposes the fulfillment of the buyer’s contractual obligations.

V. Transfer of Risk and Acceptance

1. Our terms of delivery are generally ex works. Any transportation, even if procured by us, shall be at the risk of the buyer.
2. The buyer is solely responsible for unpacked goods.
3. The buyer is solely responsible for transport insurance during transportation.
4. The load securing on the truck is not carried out by us, but is the responsibility of the forwarding agent or the buyer of the goods.
5. Shipments must be coordinated with the seller.
6. Partial deliveries are permissible.

VI. Retention of title

The supplier reserves the right of retention of title until full payment of all its claims to the machines and machine parts of the delivery. This also includes the inclusion of all claims against the purchaser.
The purchaser of the machines is generally prohibited from reselling them until full payment has been made. Any infringement will be prosecuted under criminal law.
If the delivered machines become an integral part of another item, the Buyer shall grant the Seller a pro rata retention of title to the entire item, at least in the amount of the outstanding payments.
The buyer is not permitted to pledge the goods or assign them as security and in any case requires the seller’s consent. The buyer of the machines is obliged to treat them properly and with care and to insure them against fire and storm damage for as long as the seller retains title to them.

VII. Liability for defects in delivery / warranty

The supplier shall be liable for its defects under the following conditions:

1. The supplier shall be liable for defects or damage which become apparent on the machine within 12 months of installation or commissioning of the new machines (correspondingly shorter in the case of multi-shift operation) and which have their origin in faulty construction or design defects, but not later than 14 months after delivery. This does not apply to wear parts of any kind. The defects must be determined in agreement with both the seller and the buyer. If the installation or assembly of the machines is delayed for more than 12 months after delivery, the warranty period shall expire.
2. The supplier shall undertake the maintenance or repair of the machine in Germany free of charge. If necessary, the supplier shall also repair the machine at the manufacturer’s factory; the purchaser of the machine must agree to this without charging any downtime costs etc.
3. No guarantee is given for damage caused by improper operation and incorrect installation of the machine (if not installed by us).
   Liability is also excluded if the machine has not been properly maintained and serviced.
4. In general, the guarantee is excluded if errors by third parties have led to a defect in our machines.
5. In the case of machines delivered abroad, the warranty is limited exclusively to the delivery of original spare parts or the cost of a spare part purchased from the respective country may also be covered. This requires the consent of the seller.
   The seller will always endeavor to remedy the situation as quickly as possible.
6. The seller is not liable for damages resulting from alterations made to the machine.
7. When delivering used machines, liability is generally limited to a functional guarantee on the day of delivery. For used machines, we generally only guarantee the properties with regard to safety precautions that were present on the day the used machine was manufactured.
8. The seller is not obliged to make any claims for damages while providing the warranty services.

VIII. Buyer’s right of withdrawal and other liability of the seller

The seller is entitled to withdraw from the contract if the buyer does not comply with his contractual obligations in any way despite a written request.
This also applies to the buyer.

IX. Jurisdiction

For all disputes arising from the contractual relationship, the sole place of jurisdiction is Hameln or the Hanover Regional Court.
The supplier is of course entitled to bring the action at the buyer’s headquarters. The place of performance for all mutual obligations arising is Hessisch Oldendorf.
German law is applicable in this case.