Terms of sale and delivery

I. Conclusion of contract, scope of delivery

1. All contracts are concluded upon receipt of our written order confirmation, at the latest upon handover of the delivery item. Any previous offers by us are non-binding and subject to change. The customer has the right to withdraw from his order (contract offer) by written declaration if it has not been confirmed by us in writing within one month after receipt.

2. All contracts shall be concluded based on the agreed special contractual conditions, otherwise on the basis of our general terms and conditions of delivery. If the order confirmation deviates from the order, the contract shall be concluded under the terms and conditions of the order confirmation unless the Purchaser immediately objects thereto. We hereby expressly object to any terms and conditions of purchase of the Purchaser, even if designated as exclusively valid in the order; we shall not be bound by them even if we do not object to them again upon conclusion of the contract. Our general terms and conditions of delivery shall be deemed to have been accepted at the latest upon acceptance of the delivery item.

3. The documents enclosed with our offer or the order confirmation, in particular illustrations and drawings, shall remain our property. All information on performance, consumption figures, dimensions, weights, etc. are only approximate unless we have expressly designated them as binding. We reserve the right to make design changes until completion.

4. Our general terms and conditions of delivery shall also apply to subsequent deliveries of spare parts and accessories, irrespective of whether reference is made to our general terms and conditions of delivery or not.

5. if assembly personnel is provided, the customer shall make all necessary arrangements for the immediate deployment of the personnel; he shall also bear all costs for waiting times, additional travel, etc. arising from delays. In all other respects, our Terms and Conditions of Assembly, as amended from time to time, shall apply to assembly - even if it is provided free of charge as part of the delivery.

II Delivery

1. Compliance with the delivery period shall be subject to the fulfilment of the purchaser's contractual obligations, in particular the punctual receipt of the agreed means of payment and the punctual presentation of the import license, foreign exchange permit, transfer permit, etc.

2. The delivery period shall be reasonably extended if circumstances arise which are beyond our control, whether at our premises or those of our subcontractors.

3. If the agreed delivery date is exceptionally exceeded by more than 6 weeks, the purchaser has the right to set us a reasonable grace period and, after its expiry, to withdraw from the contract by written declaration if the delay in delivery continues; further claims, in particular for damages for non-performance or delay, are excluded. Force majeure, riots, strikes, lockouts, and significant operational disruptions for which we are not responsible shall change the stated delivery date by the duration of the performance disruptions caused by these circumstances.

4. In cases in which we are unable to effect delivery or are only able to do so with disproportionate difficulty for any reason, e.g., change of types, subsequent inability to deliver, etc., we shall be entitled to withdraw from the contract and, to the exclusion of any further claims, shall only be obliged to repay the advance payment made.

5. We are entitled to insure the delivery item against transport damage at the expense of the purchaser, but we are only obliged to do so at the purchaser's written request.

6. Partial deliveries are permissible. Insignificant defects shall only entitle the customer to assert warranty claims, not to refuse acceptance.

III Returns

1.Returns of any kind and for any reason whatsoever shall be made only after our consent and, unless otherwise agreed, carriage paid to Bayreuth main station or to our postal address at the expense of the sender.

IV. Transfer of risk

1.The risk of accidental loss (total loss) or deterioration (damage) for which an external third party is responsible shall pass to the customer when the delivery item leaves our works; this shall also apply if the delivery item is inspected by us. If the handover is delayed for reasons for which the customer is responsible, the risk shall pass to the customer at the time of readiness for handover.

2. Claims to which we are entitled against an external third party due to the loss or deterioration of the delivery item shall be assigned to us at the request of the purchaser.

V. Prices and terms of payment

1. The agreed price is to be paid as the price. If the material, wage and/or other costs increase after conclusion of the contract, we shall be entitled to increase the originally agreed price; accordingly, in the case of a series product, the list price applicable on the day of delivery shall apply. Any wishes of the customer expressed and considered after the conclusion of the contract shall be invoiced separately. Unless otherwise agreed, the prices shall apply ex works. We are entitled to charge costs for packaging, transport, assembly, insurance, other ancillary services, and value added tax separately and additionally. The customer shall also bear all fees, charges, duties, and taxes arising at his place of business, even if they are based on laws yet to be enacted. Any contract shall be concluded in Euro of the European Central Bank. If the price is to be paid in another currency, this shall only determine the means of payment; the amount of the payment shall be the euro amount which the customer would have had to pay according to the official exchange rate on the day of the conclusion of the contract.

2.Unless otherwise agreed, all payments shall be due upon delivery, at the latest one week after the date on which the readiness for delivery has been notified. Payments shall be made when due in cash and without any deductions.

3.Payment instructions, cheques and bills of exchange shall only be accepted by special agreement and only on account of payment, but not in lieu of performance. A payment shall be deemed to have been accepted if we can freely dispose of the amount in the Federal Republic of Germany; it shall not be deemed to have been accepted if we have had the bill of exchange discounted or if we undertake to pay by bill of exchange within the framework of a discount of the customer's own. Collection and discount charges, costs of a prolongation, re-issuance, etc. shall be borne by the customer. If the financial situation of the customer or acceptor deteriorates during the term of the accepted bill of exchange or if unfavourable information about the customer or acceptor is received only after the bill of exchange has been accepted, the customer shall be obliged, irrespective of the acceptance of the bill of exchange, to pay immediately in cash or to provide suitable security at our request.

Bills of exchange, as well as all securities received, shall also serve as security for claims to which we are entitled in the event of repossession of the delivery item in accordance with the law on payment by instalments.

4.The customer shall only be entitled to withhold payments and items and to offset them against any counterclaims insofar as his counterclaim is undisputed or has been established by a court of law.

5. The assignment of claims of the customer is excluded.

VI Delay of the orderer

1.If the handover is delayed at the request of the customer, we may charge for the costs incurred as a result; the same shall apply irrespective of further claims in the event of failure to hand over the goods due to delay in payment.

2.If the customer does not accept the delivery item within one month after the agreed date or the date notified as ready for handover, we shall be entitled, without prior reminder, to demand and retain 0.5% of the order sum per day as a contractual penalty, but not more than 10%. The right to acceptance and payment of the delivery item shall not be affected by the assertion of the contractual penalty; furthermore, in the event of delayed payment, we shall be entitled to charge interest at a rate of 2% above the officially recognised bank discount rate for the supplier's registered office, but at least 5%, without the need for a notice of default, and to demand compensation for all further damage.

3.In the event of default on the part of the customer, we shall also be entitled to withdraw from the contract after setting a reasonable deadline of a maximum of two weeks for acceptance and/or payment or to otherwise dispose of the delivery item and to supply the customer later at a reasonably postponed time and at the price then applicable.

VII Retention of title

1. The delivery item shall remain our property until full satisfaction of all liabilities of the orderer, including those of a limited or conditional nature, in particular those arising from this contract, other purchase, delivery and repair contracts, acquired claims as well as liabilities from current account (balance claim); this shall also apply if the price for certain deliveries designated by the orderer is paid or if we accept a bill of exchange, cheque or other instructions.

If the retention of title expressly agreed herewith is not recognised by the law of the country in which the delivery item is located or is only recognised if certain conditions are met, the customer is obliged to inform us of this at the latest when the contract is concluded. He shall be obliged to cooperate in all measures (notarisation, registration, etc.) which are necessary to establish the reservation of title or a corresponding security interest customary in the country; the costs incurred shall be borne by him.

2.The customer shall maintain the delivery item in the best possible condition for the duration of our retention of title (reserved goods) and shall have any necessary repairs carried out immediately at his expense. We shall be entitled to inspect the reserved goods at any time.

3.The customer shall keep the goods subject to retention of title adequately insured against damage of all kinds at his own expense. We shall be entitled to disburse the insurance premiums; these disbursements shall be deemed to be part of the agreed price. The customer hereby assigns to us all claims arising from the insurance and shall immediately hand over to us all documents required for their assertion.

4. Parts replaced or additionally connected with the delivery item by the purchaser or his representative are hereby transferred to us - insofar as they have not become an essential part of the delivery item with the replacement or connection - as further security for the claims secured by the reservation of title; the transfer of title shall become effective at the time of the replacement or connection of the parts. The transfer is replaced by the fact that the customer keeps these parts free of charge and with the care of a businessman.

5.The customer is not entitled to sell, pledge, assign as security or make similar dispositions without our express written consent. In the event of seizure or other measures by third parties, he must inform us immediately and, if necessary, take suitable immediate measures. If the customer sells our goods subject to retention of title, he hereby assigns to us the entire purchase price claim together with all ancillary claims as security for our claims, irrespective of whether the goods have been processed, assembled, or combined with others.

6. If the value of the claims assigned in advance and the securities in rem exceeds our claims by more than 30%, we shall waive the excess securities and claims at the request of the customer.

7.If the customer does not fulfil his payment or other obligations resulting from the retention of title, the entire remaining debt shall become due immediately, also insofar as bills of exchange with later due dates are running. In the event of default in payment, we shall be entitled to demand the immediate surrender of the goods subject to retention of title and to realise them at the best possible price by private sale at the expense of the customer; in the event of a shortfall in proceeds, the customer shall remain liable.

8. the taking back or seizure of the reserved goods shall not be deemed to be a withdrawal from the contract unless mandatory law provides otherwise.

VIII. Warranty

Complaints about the delivery items must be notified to the supplier in writing immediately, at the latest, however, within one week of the arrival of the delivery items, stating the exact nature of the complaints. The supplier shall be liable for defects in the delivery to the exclusion of further claims as follows:

A) For new machines from own production

a) All those parts shall be repaired or replaced free of charge at the supplier's reasonable discretion which, within 6 months (in the case of multi-shift operation within 3 months) of delivery, become demonstrably unusable or considerably impaired in their usability because of a circumstance occurring prior to the passing of risk - due to faulty design, poor materials or defective workmanship. The supplier must be notified immediately in writing of the discovery of such defects. Replaced parts shall become the property of the supplier. For third-party products, the liability of the supplier is limited to the assignment of the liability claims to which he is entitled against the supplier of the third-party product.

b) Protective devices shall be supplied insofar as this has been agreed.

c) The purchaser's right to assert claims arising from defects shall become time-barred in all cases after 6 or 3 months from the time of delivery (see a) above).

d) No warranty is given for damage caused by the following reasons: Unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, faulty or negligent handling - in particular excessive stress, unsuitable operating materials, replacement materials, faulty construction work, unsuitable building ground, chemical, electronic or electrical influences.

e) After consultation with the Supplier, the Purchaser shall give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which appear necessary to the Supplier at its reasonable discretion, otherwise the Supplier shall be released from its liability for defects. Costs for spare parts, repair, and modification work by the Purchaser or third parties shall only be accepted by the Supplier if the Purchaser has expressly agreed to this before placing the order for the spare parts or commencing the corresponding work. Only in urgent cases of danger to operational safety, of which the Supplier must be informed immediately, or if the Supplier is in default with the rectification of the defect, shall the Purchaser have the right to rectify the defect itself or have it rectified by third parties and to demand reasonable compensation for its costs from the Supplier.

f) Of the direct costs arising from the repair or replacement delivery, the Supplier shall bear - insofar as the complaint proves to be justified - the costs of the replacement part including dispatch as well as the reasonable costs of removal and installation, furthermore, if this can be reasonably demanded in the individual case, the costs of any necessary provision of its fitters and assistants. Otherwise, the costs shall be borne by the customer.

g) The warranty for the replacement part and the repair shall be the same as for the delivery item. The period of liability for defects in the delivery item shall be extended by the duration of the interruption of operations caused by the repair work.

h) The Supplier may refuse to remedy defects if the Purchaser fails to fulfil its obligation.

i) Any improper alteration or repair work carried out by the Purchaser or third parties without the prior consent of the Supplier shall void the liability both for the consequences thereof and for the delivery item itself.

j) Claims for damages arising from impossibility of performance, from positive breach of contract, from culpa in contravened and from tortious acts are excluded both against the supplier and against his vicarious agents or persons employed in the performance of his obligations, except in cases of intent or gross negligence.

B) For second-hand (used) machines

If agreed between the Purchaser and the Supplier, second-hand machines shall be technically inspected or generally overhauled at the Supplier's works.

In the event of a general overhaul, worn parts shall be replaced in the Supplier's professional judgement, insofar as this is reasonable in relation. The warranty period ends with the expiry of 3 months and begins with the day of delivery, at the latest, however, with the day of receipt of the delivery item by the Purchaser. In the case of agreed trial delivery, the warranty period shall run from the date of the invoice. Protective devices shall be supplied insofar as this has been agreed. Otherwise under the conditions according to paragraph A).

If machines are delivered directly to the purchaser from external locations, any warranty is excluded. Likewise, the supplier does not guarantee that the machines comply with the applicable accident prevention regulations. The customer himself shall ensure that the relevant statutory provisions are observed.

C) For furnishings, consumables, and other materials:

No guarantee can be given as to the usability of the goods for the intended purpose. The technical application advice, instructions for use and the like are non-binding - also about any industrial property rights of third parties - and do not release the customer from his own examination of the goods for their suitability for the intended processes and purposes. This also applies to products which have been made known to the purchaser as preliminary or trial products.

Complaints may only be made before the goods are processed, combined, or mixed. Sufficient samples of the goods complained about must be sent with the complaint. The lodging of a complaint shall not release the customer from the obligation to pay. If the customer proves a material defect, the supplier shall provide a replacement in defect-free goods. Colour deviations without impairment of the other properties shall not constitute a material defect.

If a replacement delivery by the Supplier is not possible, the Purchaser may demand redhibitory action. Reduction is excluded. Goods may only be returned if a sufficient sample of the goods has been received and the supplier has agreed to the return in writing. If the goods are nevertheless returned without the supplier's consent, they shall be stored at the expense and risk of the customer. Any claim for damages shall be excluded; this shall apply to indirect and/or third-party damages as well as to delay in delivery. Claims for damages on other legal grounds - except for intent - cannot be asserted either. Insofar as a claim against the supplier is nevertheless possible, the maximum amount of the claim shall be the purchase price attributable to the consumed goods. The supplier shall not assume any responsibility or liability for personal accidents, damage to property or operational disruptions that occur in connection with the delivered goods.

IX. Transactions on account

For foreign buyers, the application of the law on instalments is hereby expressly excluded. For domestic buyers not entered in the commercial register, the following is agreed as a supplement to the other general terms and conditions of delivery.

1. To ensure the proper application of the instalment facility law, the purchaser undertakes to draw attention to the fact that he is not entered in the commercial register. 2. the agreed price is final and binding.

2.The agreed price is final; IV. 1 sentence 1 does not apply.

3. If, in the case of agreements on monthly or quarterly instalments, the due dates are not specified, the instalments shall be due on the first of each calendar month or quarter; the first instalment shall be paid on the first of the calendar month following delivery.

4. Bills of exchange, as well as all securities contained therein, shall also serve as security for claims to which we are entitled in the event of repayment of the delivery item in accordance with the law on instalments.

X. Miscellaneous

1. Amendments and additions to this contract must be made in writing; no collateral agreements have been made.

2. All disputes arising out of or in connection with this contract shall be governed by German law; unless otherwise provided above, the Incoterms shall apply.

3.The place of performance shall be the place of the supplying plant. The place of jurisdiction for all present and future claims arising from the business relationship, including actions in proceedings relating to bills of exchange and documents, shall be Bayreuth. The court in whose district the customer is domiciled shall have jurisdiction for actions arising from instalment transactions. However, we shall be entitled to assert claims in Bayreuth by way of dunning proceedings and to sue the customer in Bayreuth if the customer has transferred his place of residence or habitual abode to a foreign country or if his place of residence or abode is not known when the action is brought.

4.All our products are exclusively for industrial use, but we sell also to private persons.
Our prices are quoted excluding VAT.

We wish to point out that the photos are for information only and that some of the machines shown have not yet been overhauled.
In general, the machines will be overhauled once the order has been placed. 


5.Should one or more individual provisions be invalid for any reason, this shall not affect the validity of the remaining provisions. All provisions shall be interpreted or supplemented in such a way that our retention of title is not jeopardised.

Sieck GmbH & Co. Industriemaschinen KG - Sieck Machinery GmbH