I. Scope

Failing an agreement to the contrary which is confirmed by us in writing, these General Terms and Conditions shall apply for all offers, sales and deliveries. Any Terms and Conditions of the customer shall only apply, if we have approved of them in writing. By ordering or accepting goods, the customer acknowledges that he shall be bound by the Terms and Conditions of A.H. Meyer Maschinenfabrik GmbH.
Any verbal declarations containing additional obligations for A.H. Meyer shall only be binding if confirmed by us in writing.

II. Conclusion of the Contract, Prices

The scope of delivery or performance shall be determined by the declarations of both parties. Any offers on the part of A.H. Meyer Maschinenfabrik GmbH shall be non-binding proposals and subject to change. The contract shall only be deemed concluded upon dispatch of a written order confirmation by A.H. Meyer. The written order confirmation shall serve as proof of the contents of the concluded contract. All prices shall be net without any discount. In the absence of other agreements, all orders shall be charged according to our final costing. The customer shall bear any additional fees, accessory charges, new taxes which may be added, freight charges as well as increases in all of these which directly or indirectly affect delivery and raise the costs thereof. Any changes to these Terms and Condition or collateral agreements in this regard as well as promises by A.H. Meyer employees shall require the written form to be effective. This shall also apply for this written form requirement.

III. Terms of Payment

On principle, payments shall be made in EURO plus statutory VAT. Our invoices shall be payable without any discount within 30 days of the invoice date. In case of delay of payment on the part of the buyer we shall be entitled to charge interest on arrears in the amount of 5 % above the applicable three-months EURIBOR rate; this shall not affect any claim for higher interest rates. Should we become aware of a significant worsening in the financial circumstances of the buyer or should the buyer fall in arrears with the payment of one of our invoices, we shall be entitled to demand advance payment or other securities for any deliveries still outstanding. In case of failure to comply with this demand we shall have the right to withdraw from the contract. In case of delay in payment we may store any goods already produced at the expense of the buyer, whereas the goods shall be considered delivered and invoiced accordingly.
We shall reserve the right to refuse payment by cheque or bill of exchange; these shall only be accepted as conditional payment, and any costs in connection therewith shall be born by the buyer. They shall only be considered payment upon redemption by the drawee.

IV. Terms of Delivery, Force Majeure

Place of performance shall be the place of our supply plant. Any delivery shall be at the buyer’s expense and risk. Failing any specification on the part of the customer, we shall be free to choose the delivery route, means of transport and type of packaging as we see fit, however, without any guarantee. We shall announce delivery periods without guarantee. They shall commence upon receipt of the order and all documents necessary for processing the order. The delivery period shall be considered met upon notification of readiness for dispatch. For call orders there shall be an obligation to deliver and take delivery at least by the agreed or reasonable deadline. Any promised delivery dates shall be met subject to normal operations. In case of force majeure, strike, lock-out, difficulties in procuring materials, any type of disruption of operations as well as other unforeseeable events, no matter if occurring at A.H. Meyer or one of his sub-contractors, we shall be released from any obligation to deliver which we may have assumed. In such cases A.H. Meyer shall be entitled to extend the delivery period by an appropriate period of time or to entirely or partly withdraw from the agreement because of the part not yet fulfilled. Such delays shall not entitle the buyer to refuse taking delivery or assert any claims for damages arising therefrom. In case of delay in delivery, the buyer shall in particular not be entitled to demand from us the payment of a penalty he may have agreed on with third parties. Should the delivery date specified by A.H. Meyer be exceeded by more than 4 months, the customer shall only be entitled to withdraw from the agreement after granting an extension period of one month. For call orders there shall be an obligation to deliver and take delivery at least by the agreed or reasonable deadline.

V. Reservation of Title

We shall reserve title of the delivered goods until all outstanding accounts arising from the business relationship (purchase price, interest, costs, extra charges, etc.) have been paid in full. In case of seizure or other third party claims, the contractual partner shall be obligated to assert the property rights of A.H. Meyer Maschinenfabrik GmbH and shall notify the latter thereof immediately. Should the contractual partner deliver the delivered goods to a third party prior to payment, A.H. Meyer Maschinenfabrik GmbH shall be entitled to all claims for consideration. For this purpose the contractual partner shall assign at this time his claims against the third party including all ancillary rights to A.H. Meyer Maschinenfabrik GmbH, so that a special assignment shall no longer be required should this claim arise. The contractual partner shall be obligated to note these cessions in his books. We shall be entitled to notify the respective third party of the cession at any time. This cession in advance shall not impart any authority on the contractual partner to sell, and the agreed reservation of title shall remain unaffected thereby. Therefore, any delivered goods may only be sold with the express imposition of the reservation of title. Should the delivered goods be processed further in the ordinary course of business, we shall acquire a proportionate share in the ownership of the final product under our reservation of title.

VI. Guarantee, Compensation

1. Agreed Properties:
Any deliveries and services of A.H. Meyer shall comply with the information provided in brochures and other promotional material. Any deviating or additional properties shall only be considered agreed and promised, if these have been agreed on in writing. For deliveries and services not provided for in the brochure or other promotional materials, the properties contained in the order and order confirmation shall apply. Any unclear formulations with regard to expressly agreed properties shall be to the detriment of the customer. The customer shall be responsible for verifying that a product is suitable for a certain application area. A.H. Meyer shall not be liable for any information in third party brochures or promotional materials.

2. Complaints:
The goods shall be inspected immediately upon receipt. Any defects found during this inspection shall be immediately reported to A.H. Meyer, no later, however, than 10 days after receipt of the goods, stating the type and scope of the defect. Any hidden defects shall also be reported immediately upon discovery within 10 days. Should notice of defect not be given or not be given in time, the goods shall be considered approved. Any assertion of warranty claims or claims for damages as well as the right of avoidance on the ground of error due to defects shall be excluded in this case. Any verification of defectiveness shall be solely incumbent on A.H. Meyer and shall take place within an appropriate period of time. Upon request, the customer shall send the defective goods to A.H. Meyer at his expense or shall hold these ready for inspection at a place to be specified by the latter. The customer shall not be entitled to repair the defective goods himself. In case of a justified written complaint received on time, the goods shall be replaced or repaired. A.H. Meyer shall be free to choose whether to replace or repair the goods . If replacement or repair are not possible within an appropriate period of time, the account shall be credited accordingly. Any additional claims as well as compensation for defects  due to improper storage, assembly or use or due to damages in transit or impairment through corrosion shall be excluded.
The burden of proof for the defectiveness of the goods lies with the transferee;
Sect. 924 ABGB (German Law Regulating General Business Terms) shall be expressly excluded.
Should our customer service be used without the existence of a warranty claim or claim for damages, any costs incurred shall be brought to account. The warranty period shall be 12 as of delivery.

3. Dealer recourse:
Any recourse against us as defined by Sect. 933b ABGB shall be expressly excluded.

VII. Right of Retention

Justified complaints shall not entitle the customer to retain the entire invoiced amount, but only an appropriate part thereof.

VIII. Prohibition of Set-Off

Any set-off against our claims with counter-claims, no matter which kind, shall be excluded.

IX. Liability for Damages

We shall be liable exclusively for damages caused by intentional wrongdoing or gross negligence up to the amount of the invoice value. However, we shall not be liable for lost profits and financial losses of the customer or his contractual partners.

X. Product Liability

Any claim for compensation the contractual partner or third parties shall assert against us under the title “Product Liability” as defined by the Product Liability Act (PHG) shall be excluded, unless the claimant can prove that the fault lies within our sphere and was at least caused by gross negligence.

XI. Place of Jurisdiction

Place of jurisdiction shall be the Regional Court Verden as commercial court, notwithstanding our right to bring an action before any other statutory court. The laws of Germany shall apply. The contract language shall be German.

XII. Partial Invalidity

Should any provision of these General Terms and Conditions be entirely or partly invalid, all other provisions of these Terms and Conditions shall remain valid. In lieu of the invalid or unenforceable provision such provision shall apply that shall to the closest extent possible reflect the economic purpose of the invalid provision. Even if some provisions shall be legally invalid, the remainder of the contract between A.H. Meyer and the customer shall be legally binding.