Terms and conditions

Terms & Conditions

1. General

a) All deliveries and services are subject to these conditions

as well as any separate contractual agreements.

Deviating purchasing conditions of the customer are also

not accepting the contract through acceptance of the order A contract is coming

- in the absence of a special agreement - with the written one

Order confirmation from KMW.

b) KMW retains samples, cost estimates,

Drawings etc. Physical and non-physical information

- also in electronic form - property rights and copyrights;

they may not be made accessible to third parties. KMW

undertakes to be designated as confidential by the customer

Information and documents only with the consent of third parties

to make it accessible.

2. Payment

a) In the absence of a special agreement, the prices apply ex works,

excluding packaging. The comes at the prices

VAT in the respective statutory amount.

b) In the absence of a special agreement, payment is without everyone

Deduction a ’account to KMW, namely:

1/3 down payment after receipt of the order confirmation,

2/3 after delivery

c) The right to withhold payments or with counterclaims

The purchaser is only entitled to offset to the extent that his

Counterclaims are undisputed or legally established.

3. Terms of delivery

a) The delivery time results from the agreements of the

Parties. Compliance with KMW requires that

all commercial and technical questions between the

Contracting parties have been clarified and the purchaser is responsible for all of them

Commitments such as Teaching the required

official certificates or permits or the

Performance of a down payment. If this is not the case, then

the delivery time is extended accordingly. This does not apply as far

KMW is responsible for the delay.

b) Compliance with the delivery period is more correct under the reservation

and timely delivery

c) The delivery period is met if the delivery item is up to

their expiry has left the KMW factory, is except for

justified refusal of acceptance - the acceptance date

decisive, in the alternative, the notification of readiness for acceptance.

d) Will the dispatch or acceptance of the delivery item

will be delayed for reasons for which the customer is responsible

him, starting one month after reporting the shipping or

Willingness to accept, the result of the delay. Cost calculated.

e) Failure to comply with the delivery time due to force majeure

Labor disputes or other events outside the

KMW's sphere of influence is to be attributed, so extended

the delivery time is reasonable. KMW will provide the customer with the

Communicate the beginning and end of such circumstances as soon as possible.

f) The customer can withdraw from the contract without setting a deadline,

if KMW finalizes the entire service before transfer of risk

becomes impossible. The customer can also withdraw from the contract

withdraw if part of an order is executed

delivery becomes impossible and he has a legitimate interest in

the rejection of the partial delivery. If this is not the case, then it has

the purchaser agrees to the contractual price for the partial delivery

numbers. The same applies to the inability of KMW. Otherwise applies

Section 7 b.

Occurs the impossibility or inability during the

Delay in acceptance or is the customer for these circumstances

alone or largely responsible, he remains

Consideration required.

g) If KMW is in default and the purchaser grows from this

demonstrable damage, he is entitled to a flat rate

To demand compensation for delay. It is full for each

Week of delay 0.5%, but in total no more than 5% from

Value of that part of the total delivery that is the result of the

Delay not used in time or not in accordance with the contract

can be.

The customer grants the defaulting supplier

Taking into account the legal exceptional cases - one

reasonable deadline for performance and the deadline is not met,

the customer is within the scope of the legal regulations

Withdrawal authorized.

Further claims from delayed delivery are exclusively determined

according to section 7.b of these conditions.

4. Passing of risk, acceptance

a) The risk passes to the customer if the

Delivery item has left the factory, even then,

if partial deliveries are made or KMW still other services

e.g. the shipping costs or delivery and installation

take over. As far as an acceptance has to take place, this is for

decisive for the transfer of risk. It must immediately go to

Acceptance date, alternatively after KMW has reported on the

Acceptance will be carried out. The customer may

Acceptance if there is an insignificant defect


b) If the delivery or acceptance is delayed or omitted

due to circumstances that are not attributable to KMW, the

Danger from the day of notification of the shipping or

Willingness to accept delivery to the customer. KMW committed

to take out insurance at the expense of the customer, which

this demands.

c) Partial deliveries are permitted insofar as this is reasonable for the customer.

5. Reservation of ownership

a) KMW retains ownership of the reservation clauses until

to fulfill all of us against the customer from the

Claims related to business relationships, including claims arising from

Current account, interest, costs and any

Claims for damages before ("reserved goods"). at

Late payment is entitled to KMW, the reservation clause

withdraw. In the withdrawal or attachment of the

Reservation clause by KMW does not constitute a withdrawal from the contract

unless KMW had expressly declared this in writing. KMW is

after the withdrawal of the reservation clause for its utilization

authorized, the sales proceeds are on the liabilities of the

Buyer - less reasonable utilization costs -

to be counted.

b) The customer is entitled to the reserved goods in the

to sell proper business. otherwise

He is prohibited from dispositions.

c) The buyer's claims from the resale of our

Goods are already in the amount of the value of us

delivered goods assigned to us for security. The buyer is

next to us authorized to collect the claims ourselves for so long,

how he meets his payment obligations, not in

Delayed payment and especially over his assets

no bankruptcy proceedings opened or its opening due to lack

Mass is rejected or payment is suspended. In the

KMW can request the aforementioned cases that the customer us

announces the assigned claims and their debtors,

provides all the information necessary for moving in, the associated information

Handing out documents and the assignment to the debtors (third parties)


d) The purchaser is obliged to take care of the reservation clause

to treat. In particular, he is obliged to do this at his own expense

against fire, water and theft damage sufficient for

To insure replacement value.

e) A pledge or transfer of ownership by KMW

Delivered goods are only after full payment of our

all claims allowed. Garnishments in the

Reserved goods are to be reported to us immediately.

We commit ourselves to the collateral to which we are entitled

The customer's request to be released to the extent that the realizable one

Value of our collateral the claims to be secured by more

than 20%. The selection of the collateral to be released

is the responsibility of KMW.

f) The processing or transformation of the delivered goods by

the customer is always made for us. Will the

Reservation clause with other objects that do not belong to us

processed, we acquire co-ownership of the new item

in the ratio of the value of the reservation clause (final invoice amount,

including VAT) processed to the others

Items at the time of processing. For those through

Incidentally, the processing of things is the same as

for the goods delivered under reservation.

g) Will the reservation clause be shared with others that do not belong to us

Objects are inseparably mixed, so we acquire that

Co-ownership of the new item in relation to the value of the

Reservation clause (final invoice amount, including sales tax)

to the other mixed items at the time of

Mixing. The mixing takes place in such a way that the thing

of the customer is to be regarded as the main thing, it is agreed that

that the customer transfers co-ownership to us proportionately. The

The purchaser keeps the resulting sole or co-ownership for


The customer also joins us with the requirement to secure our

Claims against him by the connection of the delivered

Were grown up with a property against a third party.

6. Warranty

KMW provides under for material and legal defects of the delivery

Exclusion of further claims - subject to section 7 -

Guarantee as follows:


a) All those parts are free of charge at the choice of KMW

to repair or to deliver new, which is due to a before

Transfer of risk due to deficient circumstances

out. KMW is the determination of such defects

to report immediately in writing. Replaced parts become property

from KMW.

b) To carry out all that appear necessary for KMW

The customer has to make improvements and replacement deliveries

written communication with KMW the required time and

To give opportunity; otherwise KMW is exempt from liability for

the resulting consequences are released. Only in urgent cases

Threat to operational security or defense

disproportionately large damage, KMW immediately in writing

the purchaser has the right to rectify the defect himself

or have them removed by third parties and replaced by KMW

required expenses.

c) Of those caused by the rectification or replacement delivery

KMW bears the resulting costs - insofar as the complaint turns out to be

justifies - including the cost of the replacement part

shipping and the reasonable costs of shipping and handling

Installation, furthermore, if this is reasonable according to the situation of the individual case

can be requested, the cost of any provision required

of its fitters and assistants.

d) The customer has a within the legal regulations

Right to withdraw from the contract if KMW - below

Taking into account the legal exceptional cases - one for him

set reasonable deadline for rectification or

Replacement delivery unsuccessful due to a material defect

leaves. If there is only an insignificant defect, the customer has the right

only a right to reduce the contract price. The right

otherwise the contract price is excluded.

e) No guarantee is given, in particular in the following cases


Inappropriate or improper use, incorrect assembly

or commissioning by the customer or third parties, natural

Wear, incorrect or negligent handling, not

proper maintenance, unsuitable resources, defective

Construction work, unsuitable building ground, chemical, electrochemical

or electrical influences - unless they are from KMW too

are responsible.

f) If the customer or a third party improperly repairs, there is none

KMW's liability for the resulting consequences. same for

for those made without the prior consent of KMW

Changes to the delivery item.

defects in title

g) If the use of the delivery item leads to injury of

industrial property rights or copyrights in Germany

KMW has the right to the customer at his expense

procure further use or the delivery item in for

reasonably modify the customer in such a way that the

Infringement of property rights no longer exists.

Is this on economically reasonable terms or in

within a reasonable period of time, the customer is entitled to withdraw

authorized by the contract. Under the conditions mentioned

KMW also has the right to withdraw from the contract.

In addition, KMW becomes the customer of uncontested or

legally established claims of the concerned

Exempt property right holder.

h) are KMW's obligations set out in Section 6.g.

subject to Section 7.b in the event of protection or

Final copyright infringement.

They only exist if

- the customer immediately asserts KMW

Informs about protection or copyright infringements,

- the customer KMW to a reasonable extent in defense

of the asserted claims or KMW supports the

Implementation of the modification measures in accordance with

Section 6.g allows

- KMW including all countermeasures

reserved out of court regulations,

- The lack of rights not on the instructions of the customer

rests and

- The violation was not caused by the fact that

the customer arbitrarily changed the delivery item

or used in a manner not in accordance with the contract.

7. Liability

a) If the delivery item is the fault of KMW

as a result of neglected or incorrect execution of before or

after conclusion of the contract, suggestions and advice or

by violating other contractual ancillary obligations

- especially instructions for the operation and maintenance of the

Delivery item - not used by the customer in accordance with the contract

may apply, with the exclusion of further claims of the

Buyer the regulations of sections 6 and 7.b accordingly.

b) For damage that did not occur on the delivery item itself

KMW is only liable - for whatever legal reasons

- in case of intent,

- in the event of gross negligence on the part of the owner / organs or

Senior Staff,

- in the event of culpable injury to life, limb, health,

- in the case of defects that KMW maliciously concealed or whose

Guaranteed absence,

- in the event of defects in the delivery item, insofar as

Product Liability Act for personal injury or property damage

privately used objects is liable.

Liability in the event of culpable violation of essential contractual obligations

KMW even in the case of gross negligence by non-executive employees

and in the event of slight negligence, in the latter case on the

contract-typical, reasonably foreseeable damage.

Further claims are excluded.

8. LimitationAll claims of the customer - for whatever legal reasonsalways - expire in 12 months. For willful or fraudulentBehavior and claims under the Product Liability Actthe statutory deadlines apply. They also apply to defects in oneBuilding or for delivery items according to theirusual use for a building were usedand caused its deficiency.

9. Use of software

If software is included in the scope of delivery, the customer

The software supplied is granted a non-exclusive right

including their documentation. It becomes

Use on the intended delivery item

left. Use of the software on more than one system

is prohibited.

The customer may only use the software in a legally permissible manner

Reproduce, revise, translate the scope (§§ 69a ff. UrhG)

or convert from the object code to the source code. The

Orderer undertakes to provide manufacturer information - in particular

Copyright notices - not to be removed or without prior notice

to change the express consent of KMW.

10. Applicable law, place of jurisdictiona) For all legal relationships between KMW and the customerthis applies exclusively to legal relationships in GermanyParties mutually applicable law of the Federal RepublicGermany.b) The place of jurisdiction is the court responsible for the seat of KMWin Chemnitz. KMW is however entitled to work at the headquarters of theTo file an action against the purchaser.

State: 01/2020