I. General information

1.  Our deliveries and services are based on these terms and conditions and any separate contractual agreements. Any deviating terms and conditions of purchase of the customer shall not become part of the contract even if the order is accepted.
   2. In the absence of a special agreement, a contract shall come into effect upon our written order confirmation.
   3. We reserve the right of ownership and copyright to samples, cost estimates, drawings and other information of a physical and non-physical nature - including in electronic form; they may not be made accessible to third parties. We undertake to make information and documents designated as confidential by the customer accessible to third parties only with the customer's consent.

II Price and payment

1.  In the absence of a special agreement, the prices are ex works including loading at the factory, but excluding packaging and unloading. Value added tax at the respective statutory rate shall be added to the prices.
   2. In the absence of a special agreement, payment shall be made to our account without any deduction, namely:
   - 1/3 down payment after receipt of the order confirmation,
   - 1/3 as soon as the customer has been informed that the internal factory assembly has begun,
   - the remaining amount upon readiness for dispatch.
   3. The customer shall only be entitled to withhold payments or offset them against counterclaims to the extent that his counterclaims are undisputed or have been legally established.

III Delivery time, delay in delivery

1. the delivery time shall result from the agreements between the contracting parties. Our compliance with the delivery time is subject to the condition that all commercial and technical questions between the contracting parties have been clarified and the customer has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or permits or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if we are responsible for the delay.
2. Compliance with the delivery period is subject to the correct and timely provision of materials by the customer. We shall inform the customer as soon as possible of any delays that become apparent.
3. The delivery deadline shall be deemed to have been met if the delivery item has left our factory by the time the deadline expires or readiness for dispatch has been notified. If acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - or alternatively the notification of readiness for acceptance.
4. If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, he shall be charged the costs incurred as a result of the delay, starting one month after notification of readiness for dispatch or acceptance.
5.If non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond our control, the delivery time shall be extended accordingly. We shall inform the customer of the beginning and end of such circumstances as soon as possible.

IV. Transfer of risk, acceptance

1. The risk shall pass to the customer when the delivery item has left the factory, even if partial deliveries are made or we have assumed other services, e.g. shipping costs or delivery and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after our notification of readiness for acceptance. The customer may not refuse acceptance in the event of an insignificant defect.
   2. If dispatch or acceptance is delayed or does not take place as a result of circumstances for which we are not responsible, the risk shall pass to the customer from the date of notification of readiness for dispatch or acceptance. We declare that we are prepared to take out the insurance policies requested by the customer at the customer's expense.
   3. Partial deliveries are permissible insofar as they are reasonable for the customer.

V. Retention of title

1. We reserve title to the delivery item until receipt of all payments under the delivery contract.
2. We are entitled to insure the delivery item against theft, breakage, fire, water and other damage at the customer's expense, unless the customer has demonstrably taken out the insurance himself.
3. The customer may neither sell, pledge nor assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform us immediately.
4. In the event of culpable breach of essential contractual obligations, in particular in the event of default in payment, we shall be entitled to take back the goods after issuing a reminder. The customer is obliged to surrender the goods. The taking back or assertion of the retention of title or the seizure of the delivery item by us shall not constitute a withdrawal from the contract, unless we have expressly declared this.
5. The supplier ERMAFA shall be entitled, after prior warning, to utilize the goods subject to retention of title that have been taken back and to satisfy itself from the proceeds, taking into account the outstanding claims.
6. The application for the opening of insolvency proceedings against the customer shall entitle us to withdraw from the contract and to demand the immediate return of the delivery item.

VI Claims for defects

We provide a warranty for material defects and defects of title in the delivery to the exclusion of further claims - subject to Section VII - as follows:
Material defects
1. All parts which prove to be defective as a result of a circumstance prior to the transfer of risk shall be repaired or replaced free of defects at our discretion and free of charge. The discovery of such defects must be reported to us immediately in writing. Replaced parts shall revert to our ownership.
2. After consultation with us, the customer must give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary; otherwise we shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case we must be notified immediately, shall the customer have the right to remedy the defect himself or have it remedied by third parties and to demand compensation from us for the necessary expenses.
3. Of the direct costs arising from the repair or replacement delivery, we shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified. We shall also bear the costs of dismantling and installation as well as the costs of any necessary provision of the necessary fitters and assistants, including travel costs, provided that this does not result in a disproportionate burden.
4. Within the framework of the statutory provisions, the customer has the right to withdraw from the contract if we - taking into account the statutory exceptions - allow a reasonable deadline set for the repair or replacement delivery due to a material defect to expire without result. If there is only an insignificant defect, the customer shall only be entitled to a reduction of the contract price. The right to a reduction in the contract price shall otherwise be excluded.
Further claims shall be determined in accordance with Section Vll. 2 of these Terms and Conditions.
5No warranty shall be assumed in particular in the following cases:
Unsuitable or improper use, use of material compositions not contractually agreed, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - insofar as we are not responsible for them.
6If the customer or a third party carries out improper repairs, we shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without our prior consent.
Defects of title
7. If the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, we shall, at our expense, procure the right for the customer to continue using the delivery item or modify the delivery item in a way that is reasonable for the customer so that the infringement of property rights no longer exists.
If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, we shall also be entitled to withdraw from the contract.
In addition, we shall indemnify the customer against undisputed or legally established claims of the holders of the property rights concerned.
8. The obligations specified in Section VI.7 are subject to Section VII.2. in the event of an infringement of industrial property rights or copyrights.
They shall only apply if:
- the customer informs us immediately of any asserted infringements of industrial property rights or copyrights,
- the customer supports the supplier to a reasonable extent in the defense against the asserted claims or enables us to carry out the modification measures in accordance with Section VI. 7,
- we reserve the right to take all defensive measures including out-of-court settlements,
- the defect of title is not based on an instruction of the customer and
- the infringement of rights was not caused by the fact that the customer modified the delivery item without authorization or used it in a manner not in accordance with the contract.

VII Liability

1. if the delivery item cannot be used by the customer in accordance with the contract due to our fault as a result of omitted or faulty execution of suggestions and advice given before or after conclusion of the contract or due to the breach of other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of sections VI and VII.2 shall apply accordingly, excluding further claims by the customer.
2. we shall only be liable for damage not caused to the delivery item itself - for whatever legal reasons - in the event of
a. intent, b. gross negligence on the part of the owner / organs or executive employees, c. culpable injury to life, limb, health, d. defects which are not attributable to us. Intent,
b. Gross negligence on the part of the owner / the executive bodies or executive employees,
c. Culpable injury to life, body, health,
d. Defects that have been fraudulently concealed or the absence of which has been guaranteed,
e. defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.
In the event of culpable breach of material contractual obligations, we shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract.
Further claims are excluded.

VIII. Non-solicitation clause

Our employees as well as freelance employees, fitters or assembly personnel deployed may not be employed, engaged or commissioned, either directly or indirectly, for a period of 24 months after completion of the customer's last order without our approval. Nor may they be made an offer verbally or in writing or in any other way for such an activity.
In the event of non-compliance, damages in the amount of € 100,000.00 (in words: one hundred thousand euros) shall be payable.

1. Statute of limitations
   All claims of the customer - on whatever legal grounds - are subject to a limitation period of 12 months. The statutory periods shall apply to claims for damages in accordance with Section VII.2 a - e. They shall also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.
2. Use of software
   If software is included in the scope of delivery, the customer shall be granted a non-exclusive right to use the software supplied, including its documentation. It is provided for use for the specific delivery item. Use of the software on more than one system is prohibited.
   The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. UrhG). The customer undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without our prior express consent.
   All other rights to the software and the documentation, including copies, shall remain with us or the software supplier. The granting of sublicenses is not permitted.
3. Applicable law, place of jurisdiction
   1. All legal relationships between ERMAFA Sondermaschinen- und Anlagenbau GmbH and the customer shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.
   2. The place of jurisdiction is Chemnitz. However, we are entitled to bring an action at the customer's head office.