General terms and conditions

 

1. General, conclusion of contract

  1. All offers and agreements with entrepreneurs or legal entities under public law are subject to the contractual terms set out below. Deviating purchasing conditions of the buyer shall not become part of the contract, even if the order is accepted. A contract is concluded upon written order confirmation.
  2. Offers are non-binding unless the offer specifies a limited binding period.
  3. We reserve ownership and copyright rights to samples, offers, cost estimates, drawings, and similar information of a physical or non-physical nature, including in electronic form; they may only be made accessible to third parties with our express consent and must be returned upon request.
  4. The order confirmation is issued with reference to the technical information available at the time. Dimensions and tolerances are in accordance with the applicable standards, otherwise with commercial practice and the state of the art, and constitute specifications, not guarantees.
  5. Changes to the technical data after conclusion of the contract require our approval, may extend the delivery time, and are carried out at the buyer’s expense. The amount of costs to be invoiced is determined by the scope and effort required for implementation.
  6. Packaging will not be taken back.

 

2. Prices and payment

  1. Prices are EXW from our factory in Oberkochen, unpacked, uninsured, and untaxed. For domestic orders, the statutory value-added tax will be added.
  2. The buyer is entitled to withhold payments, offset them against counterclaims, or make deductions of any kind only if such counterclaims are undisputed or have been legally established.
  3. All invoice amounts are payable strictly net within 14 days from the invoice date, unless otherwise agreed in writing.
  4. Delivery to unknown buyers is only made against advance payment.
  5. Each partial delivery shall be regarded as a separate transaction and must be paid for separately.

 

3. Delivery time

  1. The delivery time is determined by the agreements between the contracting parties. Compliance on our part requires that all commercial and technical questions have been clarified and that the buyer has fulfilled all of their obligations. If this is not the case, the delivery time will be extended accordingly.
  2. Compliance with the delivery period is subject to correct and timely self-supply.
  3. The delivery period is deemed to be met if the goods have left our factory by its expiry or if readiness for dispatch has been notified.
  4. If failure to meet the delivery time is due to force majeure or other events beyond our control, the delivery time will be extended accordingly.
  5. Unless otherwise agreed in writing, partial deliveries are also permitted. Partial deliveries may each be invoiced as separate shipments. Production-related over- or under-deliveries are permissible to a reasonable extent and will be taken into account in the invoicing.
  6. If the buyer grants us a reasonable grace period for performance after the due date and this is not met, the buyer is entitled to withdraw from the contract in accordance with statutory provisions. Further claims arising from delivery delays are determined exclusively in accordance with clause 7.2 of these terms and conditions.

 

4. Transfer of risk

Risk is transferred to the buyer when the goods have left the factory or readiness for dispatch has been notified. This also applies if partial deliveries are made or if we have assumed other services, such as shipping costs or delivery and commissioning.

 

5. Retention of title

  1. We retain ownership of the goods until all payments arising from the delivery contract have been received.
  2. The buyer may neither sell, pledge, nor transfer ownership of the goods as security. An exception applies to dealers, where the extended retention of title applies. In the event of seizures, confiscations, or other dispositions by third parties, the buyer must notify us immediately.
  3. In the event of conduct by the buyer in breach of contract, particularly in the case of payment default, we are entitled to reclaim the goods after issuing a reminder, and the buyer is obliged to return them. The assertion of the retention of title and the seizure of the goods by us shall not be considered a withdrawal from the contract. The filing for the opening of insolvency proceedings by the buyer entitles us to withdraw from the contract and demand the immediate return of the goods.

 

6. Warranty claims

  1. For material defects in the delivery, we provide warranty—excluding further claims and subject to section 7—as follows:
    All parts that prove to be defective due to circumstances existing before the transfer of risk will, at our discretion, be repaired or replaced free of charge. The detection of such defects must be reported to us immediately in writing. Replaced parts become our property.
  2. The buyer must grant us the necessary time and opportunity to carry out all repairs and replacement deliveries we deem necessary; otherwise, we are released from liability for the resulting consequences.
  3. If only an insignificant defect exists, the buyer is entitled solely to a reduction in the purchase price. The right to a price reduction is otherwise excluded.
  4. No warranty is assumed in particular in the following cases: improper or unsuitable use, incorrect commissioning by the buyer or third parties, natural wear and tear, improper or negligent handling, inadequate maintenance, unsuitable operating resources, or the installation of parts other than original OPPOLD spare parts. If the buyer or a third party carries out improper repairs, we are not liable for the resulting consequences. The same applies to modifications to the goods made without our consent.

 

7. Liability

  1. If, due to our fault, the goods cannot be used by the buyer in accordance with the contract as a result of a breach of contractual obligations, the provisions of sections 6 and 7.2 shall apply accordingly, excluding any further claims by the buyer.
  2. For damages not caused to the goods themselves, we are liable—regardless of the legal grounds—only in cases of intent, gross negligence by executive bodies or senior employees, culpable injury to life, body, or health, defects that have been fraudulently concealed or whose absence has been guaranteed by us, and for defects in the goods to the extent that liability exists under the Product Liability Act for personal injury or property damage to privately used items.
    In the event of a culpable breach of essential contractual obligations, we are also liable for gross negligence by non-executive employees and for slight negligence, in the latter case limited to the type of damage typical for the contract and reasonably foreseeable. Further claims are excluded.

 

8. Limitation, applicable law, place of jurisdiction

All claims by the buyer, regardless of the legal grounds, shall become statute-barred 12 months after the transfer of risk, based on single-shift operation. In cases of intentional conduct, claims under the Product Liability Act, lack of guaranteed characteristics, and culpable injury to life, body, or health, the statutory limitation periods apply.

 

All legal relations between us and the buyer are governed exclusively by the law of the Federal Republic of Germany applicable to legal relations between domestic parties. The place of jurisdiction is the court responsible for our registered office. However, we are also entitled to bring an action at the buyer’s principal place of business.