General Terms and Conditions

ADLER Arbeitsmaschinen GmbH & Co. KG (GTC)
Status: March 28, 2017

General and written form
1. The following General Terms and Conditions (GTC) apply to business transactions with entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law and are an integral part of all contracts with us, including any further contracts, without the need for further express reference.
2. Any terms and conditions that conflict with or deviate from our General Terms and Conditions, such as collateral agreements or conflicting terms and conditions of purchase or general terms and conditions of the customer, shall only be binding if they have been expressly confirmed by us in writing.
Offers and conclusion of contract
1. Our offers are subject to change. Orders and other agreements are only valid if confirmed in writing.
2. Technical descriptions and other information in the Internet, brochures, catalogs, circulars, etc. are only descriptive and non-binding and only become part of the contract if this is expressly confirmed by us.
Documents provided
1. All documents that we provide to customers remain our property and we remain the copyright holder. These documents may only be made accessible to third parties if we have given our express prior written consent.
Prices and payment
1. We deliver either on account or against prepayment.
2. Payment of the purchase price must be made exclusively to the account specified in the invoice. The deduction of a discount is only permitted if agreed in writing. In the case of delivery against advance payment, we will only dispatch the goods once the purchase price has been credited to our account.
3. Unless otherwise contractually agreed, the purchase price is due within eight days of delivery. Decisive for compliance with the deadline is the receipt of the money in our company account.
4. In the event of default, we shall charge interest in accordance with the statutory provisions of the German Civil Code (BGB).
Offsetting/retention
1. The customer shall only be entitled to set-off if his counterclaims are undisputed or have been legally established. The customer may only assert rights of retention if they are based on the same contractual relationship.
Delivery time
1. The delivery time stated in our order confirmation is an approximate delivery time. Fixed delivery dates shall only apply if we expressly confirm this in writing.
2. If the customer is in default of acceptance or violates his obligations to cooperate, we are entitled to demand compensation for the resulting damage and any additional expenses. From this point in time, the risk of accidental loss of the purchased item shall pass to the customer.
Retention of title
1. Our deliveries are subject to retention of title until full payment of all claims to which we are entitled from the business relationship with the customer. The delivered products must be treated with care and may only be used as intended.
2. In particular, they may not be pledged or transferred to third parties without disclosure of the ownership structure. In each case of an authorized resale or processing of our products, the customer hereby assigns to us the resulting claims against his customer with all ancillary rights in the amount of the value of the reserved goods (extended retention of title). The customer shall only remain authorized to collect his claims as long as he is not in default. In the event of default and in the event of an application for insolvency concerning the customer, we hereby prohibit the resale or processing of our goods subject to retention of title and revoke our authorization to collect the claims assigned to us as security.
Material defects and warranty
1. The customer must inspect our deliveries immediately and report any defects without delay in accordance with § 377 HGB (German Commercial Code). In the event of any defects in the products delivered by us, we shall be entitled to subsequent performance – at our discretion by repair or replacement delivery. The customer must notify us immediately of any defect so that we have the opportunity to remedy the damage.
2. In principle, we have the right to remedy any justified defect ourselves. We are at liberty to enter into negotiations with the customer as to whether he may possibly remedy minor damage himself and whether we will make a payment for this. However, this requires our written confirmation in any case.
3. The limitation period for claims for defects is 12 months – calculated from the transfer of risk – unless longer periods are prescribed by law or we have given corresponding guarantees or service commitments.
4. Otherwise, our liability and the liability of our legal representatives and vicarious agents is excluded for all damages, regardless of the contractual or statutory legal basis. This does not apply if the damage is due to a deliberate or grossly negligent breach of duty. In the event of grossly negligent breaches of duty, liability for indirect damages, such as loss of profit, is excluded insofar as this is customary in the industry. However, these exclusions of liability do not apply to injury to life, limb or health, in the event of the provision of guarantees, if we have fraudulently concealed a defect, in the event of liability under the Product Liability Act and in the event of a culpable breach of material contractual obligations (i.e. obligations on the fulfillment of which the customer regularly relies or may rely for the proper performance of the contract). In the event of a simple negligent breach of essential contractual obligations, our liability shall be limited to the foreseeable, typically occurring damage.
Safety instructions
1. We sell technical equipment. It is imperative that the customer carefully reads and observes all instructions for use and safety. The respective country-specific usage and safety regulations and provisions apply.
2. If the customer is unsure about the use of our devices or has any questions, he must contact us immediately in writing.
Place of jurisdiction and applicable law
1. In our business transactions with merchants, legal entities under public law or with special funds under public law, the place of performance for the customer’s payment obligation shall be the registered office of our company in Nordwalde.
2. German law shall apply exclusively to the exclusion of international private law.
3. Depending on the amount in dispute, the place of jurisdiction is Steinfurt Local Court or Münster Regional Court.
General provisions
1. Should one or more of the provisions of these General Terms and Conditions be or become invalid, the invalid provision shall be replaced by a provision that comes as close as possible to the purpose of the contract.

ADLER Arbeitsmaschinen GmbH & Co KG, An den Bahngleisen 28, 48356 Nordwalde, Germany