IWK 包装技术有限公司采购一般条款和条件（2013年10月发布） IWK VERPACKUNGSTECHNIK GMBH GENERAL TERMS AND CONDITIONS FOR PURCHASING (ISSUED OCTOBER 2013)
客户与范围
1. Client and scope
1.1 将本一般条款和条件（IWK 包装技术采购条件）纳入合同的公司，以下简称“客户”。 1.1 The company integrating these General Terms and Conditions (IWK Verpackungstechnik GmbH Purchasing Conditions) into a contract is hereinafter referred to as “the Client”.
1.2 仅适用 IWK 包装技术有限公司的采购条款和条件以及确认函中声明的附加合同条件。任何相反或偏离的承包商条款和条件均不适用，即使是在知晓存在相反或偏离的承包商条款和条件的情况下无条件接受了履行。 1.2 The IWK Verpackungstechnik GmbH Terms and Conditions for Purchasing and additional contractual conditions stated in the confirmation letter apply exclusively. Any contrary or deviating Contractor terms and conditions do not apply, even if the performance is accepted unreservedly in the knowledge of contrary or deviating Contractor terms and conditions.
1.3 只有由客户书面签署的意思表示和法律行为（如订单、放行令、合同，以下也统称为“订单”）才具有法律效力；这也包括根据《德国民法典》(BGB) 第127条第3款规定以电子形式发出并带有电子签名的版本。 1.3 Only declarations of intent and legal transactions such as orders, release orders, contracts (hereinafter also referred to as “the order”) that are written and signed by the Client are legally effective; this also includes versions that are issued in electronic form with an electronic signature in accordance with Section 127 Para. 3 German Civil Code (Bürgerliches Gesetzbuch, “BGB”).
1.4 客户发出的所有订单均无约束力。只有合同的书面确认才对合同内容具有决定性意义。 1.4 All orders placed by the Client are non-binding. Only the written confirmation of the contract is defining for the content of the contract.
1.5 除非另有单独协议，承包商编制项目和报价是免费的，且对客户无约束力。客户在使用方面不受任何限制。只要客户要求包含技术信息或要求，这并不免除承包商进行自身全面审查的义务。 1.5 The drafting of projects and quotations by the Contractor is free of charge and non-binding for the Client, unless there is a separate agreement. The Client is not subject to any restrictions in terms of use. In as far as Client requests contain technical information or requirements, these do not release the Contractor from performing their own comprehensive review.
质量管理和环境保护
2. Quality management and environmental protection
2.1 承包商必须根据相应订单规范中的要求，遵守客户在质量管理和环境保护方面的要求。 2.1 The Contractor must comply with the Client’s demands in terms of quality management and environmental protection in accordance with the requirements in the specification in the respective order.
2.2 承包商承诺遵守有关电气和电子设备投放市场、回收及环保处置的法律规定（《电气和电子设备法》，”ElektroG”），履行由此产生的客户义务，并在这些义务不可转让的情况下，支持客户履行这些义务。在这方面，承包商特别承诺：免费并按照客户的规格，根据《电气和电子设备法》第7条第1款为合同标的物贴上制造商标签，并根据《电气和电子设备法》第7条第2款结合附件2的规定，按照客户的规格在相应的合同标的物上贴上符号。 2.2 The Contractor commits to complying with the provisions of the law relating to the bringing to market, recovery, and environmentally friendly disposal of electrical and electronic devices (Gesetz über das Inverkehrbringen, die Rücknahme und die umweltverträgliche Entsorgung von Elektro- und Elektronikgeräten, “ElektroG”), to fulfilling the Client obligations that arise from this, and – in as far as these are not transferable – to supporting the Client in its fulfillment of them. In this respect, the Contractor in particular commits to applying manufacturer labeling to the contractual object in accordance with Section 7 Sentence 1 ElektroG for the Client free of charge and as per the Client’s specifications, and to labeling the respective contractual object with the symbol in accordance with Section 7 Sentence 2 ElektroG in conjunction with Annex 2 to the ElektroG as per the Client’s specifications.
行为准则，安全检查
3. Code of Conduct, security check
3.1 在对人、社会和环境的责任范围内，客户和承包商承诺遵守行为准则的规则；这种合规性被作为合同的一部分。 3.1 Within their responsibility for people, society, and the environment, the Client and Contractor commit to complying with the rules of the Code of Conduct; such compliance is included as a component of the contract.
3.2 如果打算在客户场所的安全敏感地点使用，承包商必须确保仅使用经过安全检查并已单独书面承诺保密的员工。 3.2 If use at a security-sensitive location on the Client site is intended, the Contractor must ensure that only employees who have been security-checked and have been separately obliged to confidentiality in written form are used.
履行范围、价格和付款条件
4. Scope of performance, prices, and payment conditions
4.1 合同中商定的价格为固定价格，除非有明确的偏离协议，否则包括运费已付的交付。除非另有约定，价格涵盖所有运输、保险、包装及其他辅助成本和费用，直至货物以可操作状态交付至/安装在客户指定的接收地点。如果明确约定费用由客户承担，则客户应指定承运人。货物必须在运单中申报，以便按允许的最便宜运费率收费。对于运输的执行，承包商应在货物准备好装运时通知客户。在这种情况下，客户应购买运输保险并承担由此产生的费用。在这方面，客户是免于货运代理人责任保险和搬运保险的顾客（“SVS / RVS 禁止客户”）。额外的保险费用不由客户承担。 4.1 The price agreed in the contract is a fixed price and, unless there is an explicit deviating agreement, includes carriage-paid delivery. The price covers all transport, insurance, packaging, and other ancillary costs and fees up to the point of delivery to/installation at the receiving location stated by the Client in an operation-ready condition, unless otherwise agreed. If it is explicitly agreed that the costs will be borne by the Client, the Client shall determine the carrier. The goods must be declared in the bill of consignment in such a way that the shipment is charged for at the cheapest freight rate permitted. For the performance of the transport, the Contractor shall notify the Client when the goods are ready for shipment. In this case, the Client shall take out transport insurance and bear the costs incurred from this. In this respect, the Client is a customer exempted from freight forwarder liability insurance and cartage insurance (“SVS / RVS-Verbotskunde”). Additional insurance costs will not be borne by the Client.
4.2 价格包括任何必要的安装和集成工作的费用，这些工作需由客户提供且不干扰正在进行的运营，必要时包括正常营业时间之外的工作。超出原始订单范围的辅助或额外履行以及其他资源，只有在履行执行前就此签订了书面补充协议的情况下才予以补偿。这些必须在发票上明确标注。 4.2 The price includes costs for any installation and integration work that becomes necessary and that needs to be provided by the Client without disruption of ongoing operation, including outside normal business hours where necessary. Auxiliary or additional performance as well as other resources that go beyond the original scope of the order are only compensated for if a written supplementary agreement has been entered into in this respect before performance is executed. These must be specifically marked on the invoice.
4.3 所有与使用相关的操作、控制、使用和服务说明以及其他与使用相关的文件，必须以客户注册地及设备目的地所在国的标准语言交付；这包含在价格内。 4.3 All use-relevant operation, control, use and service instructions and other use-relevant documents must be delivered in the national language that is standard at the location of the Client’s registered office and respectively at the equipment destination; this is covered by the price.
4.4 每次交付必须附带发货单。交货单和（如另行约定的）发货通知必须包括：– 订单号、业务参考号和订单日期，– 任何部分交付的编号，– 发货单的编号和日期，– 发货日期，– 关于交付类型和范围的信息，以及订单中注明的材料编号和位置编号，– 发货类型。 4.4 A shipping note must be attached to each delivery. Delivery notes and – where agreed separately – notices of dispatch must include: – The order number, business reference, and date of the order, – The number of any partial delivery, – The number and date of the shipping note, – The date of shipment, – Information on the type and scope of delivery as well as material numbers and position numbers noted in the order, and – The type of dispatch
4.5 如果商定按小时费率对履行进行计费，则旅行时间和等待时间以及旅行费用不单独补偿。 4.5 Where billing of performance based on hourly rates is agreed, travel and waiting times as well as travel costs are not compensated separately.
4.6 付款期限从收到可验证发票后的第一天开始计算，但不得早于履行完成/验收之时。客户的付款总是在每月的第9个工作日进行。如果客户在当月第9个工作日或之前收到发票，将在下个月的第9个工作日支付货款并享受3%的折扣，在收到发票后下一个月的第9个工作日支付并享受2%的折扣，或者在那之后的再下一个月的第9个工作日全额支付（无折扣）。客户发出转账指令的日期对于是否符合付款期限具有决定性意义。 4.6 The period allowed for payment starts on the first day after receipt of the verifiable invoice, but not before fulfillment/acceptance of performance. The Client’s payment runs always take place on the 9th working day of each month. If the Client receives the invoice before or on the 9th working day of a month, it will pay the purchase price on the 9th working day of the next month with a 3% discount, on the 9th working day of the next-but-one month following receipt of the invoice with a 2% discount, or on the 9th working day of an additional month after that on a net basis without deduction. The date on which the Client issues the transfer order is decisive for compliance with the payment deadline.
4.7 客户无条件支付发票金额并不意味着承认承包商的履行符合合同。 4.7 The unconditional payment of the invoice amount by the Client does not include any recognition of the Contractor’s performance being in compliance with the contract.
承包商违约
5. Default on the part of the Contractor
5.1 如果承包商违约，除非下文另有规定，否则适用法律规定。 5.1 In the event of default on the part of the Contractor, the legal provisions apply unless otherwise determined in the following.
5.2 如果交付违约，客户有权要求违约金，金额为每逾期一周订单价值的0.5%；但最高不超过订单价值的5%。可以在要求履行的同时要求违约金。主张更广泛的权利不受影响。 5.2 In the event of default of delivery, the Client is entitled to demand a contractual penalty in the amount of 0.5% of the order value for each week started beyond the deadline; however, this is limited to 5% of the order value. The contractual penalty may be demanded alongside fulfillment. The assertion of further-reaching claims remains unaffected.
5.3 如果商定了违约金，客户可以主张扣留违约金直至最终付款。 5.3 If the contractual penalty is agreed, the Client may assert the retention of the contractual penalty until the final payment.
5.4 客户有权在要求履行的同时主张违约金。 5.4 The Client is entitled to assert the contractual penalty alongside fulfillment.
5.5 由此产生的因违约而引起的更广泛的法律权利要求不受影响。 5.5 Further-reaching legal claims arising from default remain unaffected by this.
客户违约
6. Default on the part of the Client
如果客户违约，适用法律规定，但条件是客户——包括关于付款——只有在承包商警告后仍未履行时才进入违约状态。 In the event of default on the part of the Client, the legal specifications apply with the condition that the Client – including with respect to payments – only enters into default when it fails to provide performance following a warning from the Contractor.
因故撤回或终止
7. Withdrawal or termination for cause
7.1 特别是，如果对承包商的资产开启破产程序，或因缺乏相当于程序费用的破产财产而拒绝开启，或者承包商基于非暂时性的基础停止支付从而使得合同的适当处理受到质疑，客户可以撤回合同或立即终止合同。 7.1 In particular, the Client may withdraw from the contract or terminate the contract with immediate effect if insolvency proceedings are opened with respect to the Contractor’s assets or such opening has been refused due to the lack of an insolvency estate corresponding to the costs of the proceedings, or if the proper processing of the contract is put into question due to the Contractor ceasing its payments on a basis that is not merely temporary.
7.2 自收到向法院申请开启破产程序的请求之时起，客户享有同样的权利。 7.2 The same rights are due to the Client from the time of receipt of a request for the opening of insolvency proceedings with the court.
产品责任
8. Product liability
如果承包商对产品责任造成的损害负责，则有义务使客户免受第三方损害赔偿索赔的影响。客户应将此类损害赔偿索赔的主张通知承包商。 If the Contractor is responsible for damage due to product liability, it is obliged to release the Client from third-party claims for damages. The Client shall notify the Contractor of the assertion of such claims for damages.
风险转移/验收/缺陷检查
9. Transfer of risk/acceptance/examination for defects
9.1 除非另有约定，风险转移和所有权转移适用法律规定。 9.1 Unless otherwise agreed, the legal specifications apply for the transfer of risk and ownership.
9.2 制造或创建的动产的交付需要客户的书面验收，组装的履行也是如此。 9.2 The delivery of chattels to be manufactured or created requires written acceptance by the Client, as does the performance of assembly.
9.3 在其他方面，对于交付，当货物到达接收地点且发货单被会签时，风险转移给客户。在交付后五个工作日内，客户应仅就明显可见的缺陷审查履行情况，并立即提供缺陷通知。在其他方面，客户根据《德国商法典》(HGB) 第377条免除检查和提供缺陷通知的义务。 9.3 In other respects, in the case of deliveries, the risk passes to the Client when the delivery arrives at the location of receipt and the shipping note is countersigned. Within five working days of delivery, the Client shall review the performance only with respect to openly discernible defects, and will immediately provide notification of defects. In other respects, the Client is released from the obligation to examine and provide notification of defects in accordance with Section 377 HGB.
缺陷责任
10. Liability for defects
10.1 在保修期内，承包商对其履行的合同和无瑕疵状态以及无瑕疵功能承担缺陷责任。除非另有偏离协议，否则与缺陷有关的时效期为风险转移之日起36个月，或者如果规定了验收，则为履行验收之日起36个月。与缺陷有关的索赔时效期延长至有缺陷的履行无法按预期使用的这段时间。 10.1 During the warranty period, the Contractor accepts liability for defects for the contractual and flawless condition as well as flawless function of the performance incumbent upon it. Unless a deviating agreement has been entered into, the period of limitation relating to defects is 36 months from the transfer of risk or – if acceptance is specified – upon acceptance of performance. The period of limitation for claims relating to defects extends by the time during which the defective performance cannot be used as intended.
10.2 对于时效期内发生的缺陷，适用法律规定。承包商有义务承担客户在缺陷责任背景下产生的所有费用。更广泛的法律权利要求不受影响。 10.2 The legal provisions apply for defects occurring during the period of limitation. The Contractor is obliged to bear all expenses incurred by the Client in the context of liability for defects. Further-reaching legal claims remain unaffected by this.
10.3 客户因权利瑕疵提出的索赔，自第三方主张因侵犯财产权或其他权利而产生的索赔之日起两年后失效，或者以客户以其他方式得知存在权利瑕疵的时间为准。如果承包商恶意行事，则适用法定规定。 10.3 Client claims due to defects of title lapse two years from the point at which a third party asserts claims arising from the breach of property rights or other rights, or the Client gains knowledge of the existence of a defect of title in some other way. If the Contractor acts maliciously, the statutory regulations apply.
保密
11.Secrecy
11.1 各方承诺对通过业务关系获知的、不属于常识范畴的、源自对方领域的所有信息保密，并不将其用于自身目的或第三方目的。更广泛或替代性的法律保密义务不受影响。 11.1 All parties commit to keeping secret all information that is not common knowledge as arises from the area of the respective other party and becomes known to them through the business relationship, and to not using it for its own purposes or for the purposes of third parties. Further-reaching or alternative legal obligations relating to secrecy remain unaffected.
11.2 交付的数据载体、样品、模板、图纸等必须在订单完成后退还给客户。在此方面排除留置权。与模型、模具和其他工具一样，这些必须保密。只有获得明确的书面批准方可复制。它们只能用于执行我们的订单，不得出售或转让给第三方，也不得以任何方式向第三方开放。 11.2 Delivered data carriers, samples, templates, drawings, etc. must be sent back to the Client upon completion of the order. A right of retention in this respect is ruled out. As is the case with models, dies and other tools, these must be kept secret. They may only be duplicated with explicit written approval. They may only be used for the execution of our orders and neither sold nor transferred to third parties, nor made accessible to third parties in any way.
11.3 保密义务在合同处理后继续有效；如果且只要交付的模型、模板、样品、数据、图片、图纸、计算书和其他文件中包含的生产知识在没有合同方违反法律义务的情况下变得广为人知，则该义务终止。 11.3 The obligation to secrecy also continues to apply after the processing of the contract; it expires if and in as far as the production knowledge contained in the delivered models, templates, samples, data, pictures, drawings, calculations, and other documents has become generally known without a breach of legal obligations by a contractual party.
11.4 客户为履行履行而提供给承包商的所有文件仍归客户所有，并且连同所有制作的副本、复印件等，必须应客户要求退还给客户，或者——如果客户选择——销毁。此类物体的复制仅在操作需求和版权法规定的框架内允许。 11.4 All documents provided to the Contracted by the Client for fulfillment of performance remain in the ownership of the Client and, together with all produced duplicates, copies, etc., must be returned to the Client at the request of the Client, or – if the Client so chooses – destroyed. The duplication of such objects is only permitted in the framework of operational requirements and the provisions relating to copyright law.
在此方面排除留置权。 A right of retention in this respect is ruled out.
11.5 分包商必须受相应义务的约束。 11.5 Subcontractors must be bound to corresponding obligations.
分包商
12. Subcontractors
聘请第三方作为分包商需要客户的书面同意。 Engagement of third parties as subcontractors requires the written consent of the Client.
开票/税务
13. Invoicing/taxation
13.1 承包商应以可验证的形式对其服务开具发票。预付款发票、部分发票、部分最终发票和最终发票必须如此标识，单独列出并按顺序编号。发票还必须满足《德国增值税法》(UStG) 第14条的要求。如果发票不符合所述要求，客户有权扣留付款，并且不对由此产生的任何付款延迟负责。发票的开具日期不得早于履行按合同完成的当天，并且必须发送至订单中指定的发票地址。 13.1 The Contractor shall invoice for its services in a verifiable form. Invoices on account, partial, partial final, and final invoices must be identified as such, listed individually, and numbered sequentially. The invoice must also meet the requirements of Section 14 German VAT Act (Umsatzsteuergesetz, “UStG”). If the invoice does not meet the stated requirements, the Client shall have the right to withhold payment and shall not be responsible for any delay in payment as a result thereof. The invoice shall be issued no earlier than the day on which performance has been rendered in line with the contract, and must be sent to the invoice address specified in the order.
13.2 如果其他履行和工作交付由外国承包商提供且在德国需缴纳增值税，则纳税义务转移给客户（《德国增值税法》第13a, b条）。承包商不得在此类履行的发票中包含德国增值税。如果承包商为了提供上述履行而从第三国进口物品到德国并因此产生进口增值税，则该责任由承包商承担。 13.2 In the event that other performance and work delivers are provided by foreign contractors and are subject to VAT in Germany, the tax liability shall transfer to the Client (Section 13a, b German VAT Act). The Contractor may not include German VAT in the invoices for such performance. If the Contractor imports items from a third country into Germany for the purpose of providing the aforementioned performance and import VAT is incurred in relation to this, this liability shall be borne by the Contractor.
13.3 除非承包商持有有效的免税证明，否则客户有权从总金额中扣留任何源头税和/或预扣税，并代表承包商支付给税务机关。 13.3 The Client is entitled to withhold any tax at source and/or withholding tax from the gross amount, and pay it to the tax authorities for the Contractor’s account, unless a valid tax exemption certificate is available for the Contractor.
债权转让
14. Assignment of claims
承包商对客户的债权仅在获得承包商明确书面同意的情况下方可转让至购买点。如果交易对双方而言均为商业交易，则适用《德国商法典》(HGB) 第354a条。 Claims due to the Contractor from the Client may only be assigned to the point of purchase with the express written consent of the Contractor. Section 354a Commercial Code (Handelsgesetzbuch, “HGB”) applies if the transaction is a commercial transaction with respect to both parties.
抵销
15. Offsetting
15.1 如果留置权源于与客户其他法律交易的反索赔，则承包商没有任何留置权。 15.1 The Contractor shall not have any rights of retention if these rights arise from counterclaims in relation to other legal transactions with the Client.
15.2 承包商只能针对无争议或已被确立为最终和绝对的债权进行抵销。 15.2 The Contractor may only offset against claims which are undisputed or have been established as final and absolute.
最终条款
16. Final provisions
16.1 履行地应为客户指定的履行目的地。 16.1 The place of fulfillment shall be the place of destination specified by the Client for performance.
16.2 适用德国法律，即适用于在德国设有注册办事处的各方之间的法律。 16.2 German law applies, as it is to be applied between parties with their registered offices within Germany.
16.3 承包商有责任确保其遵守了海关和出口法规及其相关法律要求。客户在与海关和出口法规相关的履行交付方面没有任何义务。 16.3 The Contractor is responsible for ensuring that it has observed and complied with customs and export regulations, and the legal requirements in respect thereof. There are no obligations for the Client in relation to the delivery of performance that is relevant to customs and export regulations.
16.4 管辖法院为客户的注册办事处所在地，前提是承包商是商人（”Kaufmann”）、公法法人或公法特别基金。然而，客户也有权向承包商注册办事处所在地的有管辖权的法院提起诉讼。 16.4 The jurisdiction is the registered office of the Client, insofar as the Contractor is a merchant (“Kaufmann”), corporate body under public law, or a special fund under public law. However, the Client shall also be free to bring an action before the competent court for the registered office of the Contractor.
销售一般条款 GENERAL TERMS OF SALE
一般规定
I. General
我们向承包商提供的所有交付和履行仅受以下条款和条件的约束。客户的条款和条件不适用，即使我们没有明确反对它们并且仍然执行交付。偏差和补充仅在我们明确书面确认后才生效；这些仅适用于订立它们的交易。在持续的业务关系过程中，即使未来合同中未明确提及它们的适用，以下条件也适用于未来的合同。 All of our deliveries and performance provided to contractors are exclusively subject to our terms and conditions as follows. Terms and conditions of the Customer do not apply, even if we do not explicitly object to them and still execute delivery. Deviations and supplements are only effective upon our explicit written confirmation; these apply only for the transaction for which they have been entered into. In the course of the ongoing business relationship, the following conditions apply for future contracts even if their application is not explicitly referred to in future.
Following order placement from the Customer, the contract comes into effect through our written order confirmation. Statements that are made before order placement in the context of order processing, in particular relating to performance, consumption or other individual data, are only binding as agreements relating to the quality of our performance if we have provided written confirmation that they are binding upon order confirmation, or thereafter.
III. 买方的协作 III. Collaboration of the purchaser
合同履行要求客户充分履行其在协作、澄清和建议以及照顾和保护方面的义务。
Contractual fulfillment requires that the Customer fully meets its obligations in terms of collaboration, clarification, and advice, as well as care and protection.
The customer therefore commits, among other aspects, to promptly responding to all queries, to sending the required or requested drawings and documents, to issuing all required releases and approvals, and to participating in appointments communicated in advance for design discussions and preliminary and final acceptance.
The Customer is also responsible for sending a sufficient quantity and number of test materials that comply with specifications. In as far as there are tolerances in the test material, parts in the respective upper and lower tolerance rage must be made available to us. Flawless function can only be guaranteed for these parts made available to us.
If, between contract formation and delivery, there are unforeseeable increases in material, wage or transport costs, taxes, or fees, we are entitled to adapt prices in line with these factors if delivery is not to be made within four months of contract formation.
如果客户在合同成立后进行更改，我们可以根据因更改而产生的额外费用随时调整价格。
If the Customer makes changes after contract formation, we may adapt the prices at any time in accordance with the additional costs arising due to the change.
If contractually agreed payment deadlines are exceeded, we are entitled to assert a flat-rate claim to damages of 8% above the respective base interest rate relating to the order value, without proof of damages. We reserve the right to assert further-reaching damages. The Customer is permitted to prove that damages were not incurred at all, or that the level of damages is significantly lower than the flat-rate amount.
只有在付款在期限内贷记到我们的账户且我们能够自由支配时，才算符合付款期限。
The payment deadline is only complied with if the payment is credited to our account within the deadline, and we are able to freely dispose of it.
Unless there is a defect, the Customer is only permitted to offset against uncontested claims or claims that have been established as final and absolute, and only retain payments due to such claims. In the event of the retention of payments, the claim must be based on the same contractual relationship.
In the event of intra-Community deliveries, the Customer is obliged to provide us with its tax ID number, other information necessary to check tax exemption, and the proof necessary to verify tax exemption. If the Customer does not promptly fulfill these obligations, we will treat the delivery as not tax-exempt.
We are then entitled to additionally calculate and demand any VAT incurred in each case. If we have incorrectly treated a delivery as tax-exempt based on inaccurate information from the Customer, the Customer must release us from the relevant tax liability, and bear all the additional expenses.
We will work to the best of our ability to comply with the delivery deadlines and periods stated in the order confirmation; however, these only reflect the intended delivery time, and not one that is agreed firmly or in terms of a calendar date.
Delivery periods do not in any case start before the complete clarification of all details for the requested execution. The execution of deliveries requires prompt responses to all queries, transmission of the required or requested drawings and documents, transmission of a sufficient quantity of test material, issuance of all necessary releases and approvals, and participation in promptly communicated appointments for design discussions with design release, preliminary release in our manufacturer’s works, and acceptance. If these requirements are not met due to reasons for which we are not responsible, the delivery deadline will be delayed accordingly.
We are only obliged to execution and delivery if the Customer has made all agreed and/or due payments. If payments, in particular agreed advance payments, are made late, the delivery deadline will be delayed accordingly.
如果在期限内在截止日期前货物已备好发货或被提取，则视为符合期限或截止日期。
The period or deadline is considered complied with if the shipment is made available for shipment or picked up within the period or at the deadline.
We refer to the fact that export regulations relating to use may apply in the event of resale of the delivered goods. In addition, US components (goods, software, and technology) may also be included in the goods delivered by the Customer, and this fact may require compliance with US-American specifications. With respect to us, the Seller commits to ensuring compliance with national, European, and US-American export regulations that are relevant in the event of export or re-export.
We do not accept any liability for delays in deliveries that result from statutory or regulatory export restrictions or for the event that a delivery cannot be made at all due to export restrictions. If a delivery cannot be executed as contractually provided for because export regulations or decrees from authorities prevent this, the Customer may withdraw from the contract at any time. The Customer is not obliged to provide compensation for damages in this case unless the Customer was aware before contract formation of such a statutory or regulatory impediment to export that prevents delivery, or was not aware of this before contract formation due to gross negligence.
If non-compliance with a period or a deadline is due to force majeure, mobilization, war, riot, strike, lockout or other unforeseeable impediments that affect our operations, for which we are not responsible, and which have occurred or become known to us after contract formation, the period or deadline is appropriately delayed.
If a contractual penalty is agreed, its amount is limited to 5% of the net order total. Retention of the contractual penalty must be explicitly declared in writing upon acceptance, and for the respective individual case. If an applied contractual penalty is unreasonably high, we may demand that it is reduced to a reasonable amount; Section 348 HGB does not apply.
VII. 履行地、风险转移和保险 VII. Place of fulfillment, transfer of risk, and insurance
除非我们另有约定，否则我们制造商工厂是我们交付义务的履行地。
Unless we have agreed otherwise, our manufacturer’s works are the place of fulfillment for our delivery obligation.
我们的产品从我们制造商工厂发货，费用和風險由客户承担。这也适用于我们额外执行组装和/或启动的情况。
Our products are shipped from our manufacturer’s works at the expense and risk of the Customer. This also applies if we have additionally performed assembly and/or start-up.
我们仅在客户明确书面请求下购买保险，且客户承担费用。
We only take out insurance at the explicit written request of the Customer, and the Customer bears the costs of this.
The items delivered by us remain under our ownership until complete payment of all claims arising from the business relationship between us and the Customer. This retention of title also applies in the event of payments by bills of exchange.
在全额付款之前，客户未经我们书面批准无权转售物品；客户不得质押物品，也不得将其作为担保转让。
Until full payment, the Customer is not entitled to resell items without our written approval; the Customer is not permitted to pledge items, nor assign them as security.
In the event of the combination of item subject to retention of title with other items not belonging to us (installation), we are entitled to the resulting co-ownership share in the new item based on the ratio of the order value of the item subject to retention of title, to the value of the other items at the time of combination. If the Customer acquires sole ownership of a new item, the contractual parties hereby agree that the Customer grants us co-ownership of the new item based on the ratio of the order value of the combined item subject to retention of title, to the value of the other items. The Customer is obliged to disclose to us, at any time and on request, the documents required to determine the share of co-ownership. The Customer’s safekeeping of the items under our co-ownership for us free of charge is hereby agreed.
In the event of payments in the bill of exchange and check procedure, our rights to retention of title and security rights remain unaffected and continue to apply until our liability arising from the bill of exchange or check has ended.
In the event of counter-contractual conduct on the part of the Customer, in particular due to default on payment with a claim arising from the business relationship, we may, after setting a reasonable grace period, withdraw from the contract and reclaim the item, without prejudice to our other rights.
The cover limit is agreed at 120%. We are obliged to release the securities due to us if and when the realizable value of our securities exceeds the secured claims by more than 20%. Our retention of title relating to a delivered item continues to exist until our claim for compensation for the delivery of this item has been completely fulfilled.
验收
IX. Acceptance
在需要承揽合同下验收的协议中，适用以下规定： In the event of agreements that require acceptance under a works contract, the following applies:
客户有义务参与在我们工厂进行的机器初步验收。将创建初步验收记录。
The Customer is obliged to participate in preliminary acceptance of machines at our works. A log of preliminary acceptance is created.
客户必须在交付时立即提供验收。
Acceptance by the Customer must be provided immediately on delivery.
客户有义务在启动完成后向我们提供验收证书。
The Customer is obliged to provide us with a certificate of acceptance once start-up has been completed.
非实质性缺陷不能成为客户拒绝验收的理由。
Non-material defects do not justify the Customer refusing acceptance.
如果没有要求或执行正式验收，则最迟在客户开始使用时视为已提供验收。
If no formal acceptance is requested or performed, acceptance is considered provided at the latest when the Customer begins use.
风险在验收时转移给客户，只要客户尚未承担此风险。此外，风险最迟在客户进入验收违约时转移给客户。
The risk transfers to the Customer on acceptance, in as far as the Customer does not already bear this risk. In addition, the risk transfers to the Customer at the latest when the Customer enters default of acceptance.
进货检验和缺陷通知
X. Incoming goods inspection and notification of defects
The Customer is obliged to review the goods immediately upon receipt to determine whether they correspond to the specifications stated in the order and are free of defects. (Section 377 and Section 381 Para. 2 HGB (commercial duty to examine and provide notification of defects).
必须以书面形式提出。
This must be asserted in writing.
保修
XI. Warranty
保修期为：
a.) 对于买卖合同：移交后12个月；
b.) 对于服务合同：提供服务后12个月；
c.) 对于承揽合同：验收后12个月，但如果客户对验收违约负责，则最迟为交付后15个月。
The warranty period is
a.) for purchase contracts: 12 months from handover;
b.) for service contracts: 12 months from provision of the service;
c.) for works contracts: 12 months from acceptance, but at the latest 15 months from delivery in as far as the customer is responsible for the default of acceptance.
In the event of promptly asserted notifications of defects, the Customer may demand subsequent fulfillment based on our preference (through rectification of the defect or delivery of a non-defective item). If two attempts at subsequent fulfillment are unsuccessful (failed subsequent fulfillment) or if we refuse subsequent fulfillment, or if subsequent fulfillment is infeasible, the Customer may withdraw from the contract, reduce the purchase price, or claim compensation for damages in accordance with these provisions.
No guarantee is provided for restrictions to the object of delivery due to natural wear, in particular to wearing parts, damage after the transfer of risk, or improper handling (e.g. incorrect connection, the processing of parts with dimensions that fall short of or exceed the stipulated tolerance limits, etc.).
仅当我们对此给予明确和书面保证时，才为某些特性提供保证。不保证交付的物品适合客户的目的。
The guarantee is only provided for certain characteristics if we have given explicit and written assurance of this. No guarantee is provided that the delivered item is suitable for the Customer’s purposes.
Data confirmed by us in writing upon formation of the contract relating to performance, consumption, etc. are never independent declarations of guarantee in the sense of Section 443 BGB.
The Customer is obliged to grant the time and opportunity required for subsequent fulfillment. In the event of breakdown and failure, we will dispatch personnel within a reasonable period. However, we cannot guarantee that personnel will be immediately available at all times.
如果客户未经我们事先批准自行对我们交付的物品进行返工或修改，或委托第三方进行，我们将不再承担责任。
We cease to be liable if, without our advance approval, the Customer itself reworks or makes modifications to our delivery, or has the same performed by third parties.
XII. 损害赔偿责任和无益费用报销 XII. Liability for compensation for damages, and reimbursement of futile expenditure
With respect to Customer claims to compensation for damages or reimbursement of futile expenses, we are not liable – on any legal basis – for Customer damages (including expenditure) which have been caused as a result of slight negligence by our entities, legal representatives, employees, or agents.
In as far as we are in principle liable for compensation to damages arising from direct and immediate damage, liability for all contractual, non-contractual and other claims to compensation for damages and expenditure is limited in amount to the damage that is typically foreseeable at the time of contract formation, without consideration of their legal nature and regardless of the number of damage events.
Our liability, on whatever legal basis, for any indirect and consequential damage (such as lost profit, halted production, recalls, etc.) is ruled out in principle and in all amounts.
此处声明的责任排除和责任限制不适用以下情况：
a.) 生命、肢体或健康受到伤害，或
b.) 我们存在恶意或重大过失，或
c.) 违反了我们承担的合同主要义务，若无此义务则合同无法适当履行，且客户通常可依赖其履行，或
d.) 我们恶意隐瞒缺陷，或
e.) 我们对质量或耐用性提供了保证，或
f.) 根据产品责任法提出的索赔。
The exclusions of liability and limitations of liability stated here do not apply a.) in the event of injury to life, limb or health, or b.) in the event of malice or gross negligence on our part, or c.) in the event of a breach of a contractually material obligation incumbent upon us, without which the proper performance of the contract is not possible, and the fulfillment of which the Customer may therefore ordinarily rely on, or d.) in as far as we have maliciously concealed a defect, or e.) in as far as we have provided a guarantee for quality or durability, or f.) for claims in accordance with product liability law.
XIII. 组装、启动和指导 XIII. Assembly, start-up, and instruction
Assembly and service work and the performance of start-up work as well as instruction of the Customer’s operating personnel are invoiced for based on time and effort. These are invoiced for in accordance with the version of our charging rates that applies in each case. Working hours, waiting times, travel times, accommodation allowance expenditure, accommodation costs, and required fees for transportation expenditure and carriage are charged for. The material used as well as other resources required for the consumption of materials are charged for in accordance with the agreed prices, unless there is an agreement on other reasonable prices.
If an instructed member of assembly staff is not able to complete their work for reasons for which we are not responsible, the waiting time is charged for as working time. If we perform work at times or under circumstances that deviate from the contractually required conditions for reasons for which we are not responsible, the Customer must provide additional compensation for the additional expenditure caused by this. If the performance of work at times and under circumstances that require additional wage costs (including for overtime) is requested, we may charge supplements on our hourly charging rates in the amount of the percentages applicable for us in terms of pay scales. The instruction of operating staff is also charged as an additional amount if assembly is included in the price.
XIV. 文件、技术图纸和安全规范 XIV. Documents, technical drawings, and safety specifications
The scope of delivery includes an operating manual and technical overview drawings in accordance with EC 42/2006. We only provide further-reaching technical drawings on the basis of a separate agreement on compensation; we are not required to enter into such an agreement.
We can only provide operating instructions and documents relating to sub-suppliers units to the extent that we ourselves receive them from our upstream suppliers. In as far as we have committed to maintaining confidentiality with respect to our upstream suppliers, no release of the corresponding information can be asked of us.
在我们产品的执行中，只要以另一种方式保证了同等的安全水平，允许偏离安全标准和指令以及建议。
In the execution of our products, deviations from safety standards and directives as well as recommendations are permitted in as far as the same level of safety is guaranteed in another way.
Unless otherwise agreed, all business or technical information made accessible by us remain exclusively under our ownership and must be kept secret from third parties and used exclusively in the framework of the respective contractual purpose.
我们保留对此类信息的所有权利（包括版权和注册商业产权如专利、实用新型等的权利）。
We reserve all rights to such information (including copyrights and the right to register commercial property rights such as patents, utility models, etc.).
XVI. 逆向工程 XVI. Reverse engineering
客户承诺不对我们专门为客户规划的机器进行逆向工程，也不委托任何第三方对此类机器进行逆向工程。如果违反此义务，我们可以——无论我们是否有其他索赔和权利——要求客户支付适当的许可费。 The Customer commits to refraining from the reverse engineering of machines that have been specifically planned by us for the Customer, and to not commissioning any third parties with the reverse engineering of such machines. In the event of a breach of this obligation, we may – regardless of our other claims and rights – demand the payment of an appropriate license fee from the customer.
XVII. 履行地、管辖法院和最终条款 XVII. Place of fulfillment, place of jurisdiction, and final provisions
合同的修订和补充必须以书面形式才有效。这也适用于废除书面形式要求的情况。
Amendments and supplements to the contract must be in written form in order to be effective. This also applies to the rescission of the written form requirement.
本合同产生的所有债务（特别是购买价格的支付）的履行地为我们如下所述的相应分支机构。
The place of fulfillment for all liabilities arising from this contract, in particular the payment of the purchase price, is our respective branch as stated below.
The parties hereby recognize the exclusive jurisdiction of the courts at the location of our branch for all legal disputes arising from or in connection with this contract. However, we are also entitled to assert claims against the Customer at its general place of jurisdiction.
If individual provisions of these Terms of Sale or of the contract concluded on the basis of them are or become ineffective, this shall not impact the efficacy of the remaining provisions. If a partial clause is ineffective, the efficacy of the rest of the clause is unaffected if it can be separated in terms of content from the partial clause, is otherwise understandable in and of itself, and results in a remaining meaningful regulation in the overall structure of the contract. The parties commit to replacing ineffective clauses with provisions that come as close as possible to the economic purpose of the ineffective clauses. This applies with the corresponding adjustments in the event of gaps.
The Customer has been informed that all data concerning it, including personal data as defined by data protection law, are stored in the course of our electronic data processing, and consents to this. The Customer guarantees that it has any consent required from its employees in this respect.
The law of the Federal Republic of Germany exclusively applies to legal relationships arising from and in the context of this agreement, to the exclusion of principles on conflict of laws and the provisions of the UN Convention on Contracts for the International Sale of Goods (“CISG”).
