§1 Scope of Application

1. Our General Terms and Conditions (hereinafter referred to as GTC) apply to all business relations between ETT Verpackungstechnik GmbH and/or ETT Service GmbH (hereinafter referred to as ETT) and the customer, which are entrepreneurs in the sense of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law.    2. Any General Terms and Conditions of the purchasers will only apply to the extent that ETT have expressively agreed to them in writing.
3. Our General Terms and Conditions of Sale are available for reference and printing on our website at www.ett.de.

§2 Quotations and Contract Conclusion

1. Offers by ETT are subject to confirmation, non-binding and to be understood as an invitation to submit an offer by the customer. Purchase orders placed by the customer will not become binding until confirmed in writing. Scope and context of the contractual relationship with the customer are exclusively subject to ETT’s written order confirmation.                           2. Special quotations for customised equipment have a maximum validity of 90 calendar days from the date of the quotation.
3. If due to circumstances for which a subcontractor is responsible any of ETT’s contractual obligations cannot be fulfilled or if the performance of any of these obligations will be delayed ETT will notify the customer immediately of this non-fulfilment or delay. In this event the customer shall not be entitled to claim damages unless the delay was caused deliberately or by gross negligence on the part of ETT. 

§3 Installation, Commissioning and Training

1. ETT will provide adequately skilled technicians to carry out any installation / commissioning work and/or operator training at the customer’s site that may be required. Unless agreed differently these services will be charged on a time and material basis according to our usual rates.
2. The customer shall provide at no cost to ETT appropriate lifting equipment (e. g. fork-lift trucks, hand lift trucks) with sufficient lifting load as well as authorised operating staff and auxiliary equipment such as fixing material and chains.
3. The costs for assembly, commissioning and training will be charged even if the customer withdraws his purchase order for the contractual goods at a later point.

§4 Delivery Time / Delays in Delivery

1. The delivery time is stipulated in the order confirmation submitted by ETT. All delivery times and deadlines must be agreed in writing. Fixed deadlines will not be considered binding unless explicitly agreed in writing.
2. Observance of the delivery date by ETT requires the prior settlement of all commercial and technical issues between the contracting parties and the fulfilment of all contractual obligations on the part of the purchaser such as the submission of all required official certificates and permits or the settlement of a down-payment. In the event that any of these prerequisites is not met the delivery time will be extended by an appropriate period unless ETT are responsible for this delay.
3. ETT is entitled to a reasonable postponement of affected delivery obligations in case of strike, lockout, other operational disturbances of any kind or subsequently occurring difficulties in the procurement of raw materials and supplies, in the dispatch or transport of the goods unless ETT, its organs or those executing agencies to whom special management tasks have been assigned are responsible for the delay intentionally or negligently. The same applies in case of lack of correct or timely self-delivery and in case of other impeding circumstances for which ETT is not responsible. In cases where a delay in delivery is foreseeable, ETT will immediately inform the customer by stating the reasons and announcing the expected delivery date that the goods cannot be delivered within the delivery period.                                                                                                              4. In the event of an extension of the deadline that is unreasonable for the customer, the customer has the right to withdraw from the contract. The same applies if ETT is in default of delivery for other reasons and ETT does not use a reasonable extension period to be set by the customer in writing or the delivery is permanently not possible.                                                      5. ETT shall have the right to render partial deliveries and / or services within the agreed delivery time unless the overall fulfilment of their contractual obligations is not affected thereby.
6. The delivery time shall be considered observed once the contractual goods have left our site or if their readiness for dispatch has been advised before expiry of the delivery time. Insofar as an acceptance test has to be performed the date of this acceptance test or alternatively notification that the goods are ready for acceptance shall be decisive – except for justified refusal of acceptance.
7. In the event of a delivery delay ETT shall be granted an appropriate period of grace in writing even if a fixed delivery time or date has been agreed. After such a grace period has expired without results the customer shall be entitled to withdraw from the order or partial orders for any goods and/or services that have not been reported ready for dispatch upon expiry of the grace period.
8. If the dispatch and/or acceptance of the contractual goods is delayed due to circumstances for which the purchaser is responsible the purchaser will bear any costs resulting of this delay.                                             9. If the installation, assembly or commissioning is delayed due to circumstances for which ETT is not responsible, the customer has to bear the costs for waiting time and additionally required travels of ETT or the assembly staff to a reasonable extent.

§5 Prices and Payment Terms

1. All prices are net prices plus the applicable statutory value added tax.
2. Our prices do not include costs for packing, insurance, freight, customs or any other taxes and duties. All prices are ex warehouse / ex works Fredelsloh or – for direct deliveries – ex warehouse of the supplier.
3. If the customer does not pay as agreed, ETT is entitled to demand interest from the due date according to § 353 HGB (German Commercial Code). Furthermore, in case of default ETT is entitled to charge default interest in the amount of 9 percentage points more than the respective base interest rate of the European Central Bank. In addition, in case of default of payment ETT is entitled to terminate the fulfilment of its obligations after written notice to the customer until the payment is received.   4. In the event of a delay in payment, the customer shall also owe a lump-sum compensation of 40.00  €. This shall also apply if the customer is in default with an instalment payment or other instalment payment. ETT reserves the right to claim a compensation for a higher damage caused by delay from the customer.
5. All payments to be made for goods and/or services become due for payment without deduction on the date of the invoice. The customer is only entitled to offset against ETT’s claim for payment or to withhold payment if his counterclaims have been legally established, are undisputed, accepted by ETT or are ready for a court decision. Moreover, the customer is not entitled to execute rights of retention unless his counterclaim results from the very same contractual relationship.
6. In the event, that we face any circumstances that cause us to doubt the credit worthiness of the customer, especially if the customer does not cash a check, we are entitled to claim immediate payment of the remaining total debt. In this case, settlement might take place on a delivery versus payment basis.

§6 Reservation of Ownership

1. The delivered goods (goods subject to reservation) remain property of ETT until the settlement of all claims for payment and other claims against the customer arising from the contractual relationship. Insofar as the value of all security rights to which ETT is entitled exceed the value of all secured claims by more than 10% ETT at their own choice and discretion shall release a respective portion of the security rights upon written request of the buyer.
2. For the duration of the retention of title the customer may not pledge or transfer the goods by way of security and the resale will only be allowed to resellers within ordinary course of business and under the provision that the reseller accept payment from his customer and with the reservation that the ownership will not be transferred to the buyer until the buyer has fulfilled his payment obligations.
3. If the customer sells goods under reservation of title, he assigns by way of security already now to ETT his future claims against his customers arising from the resale including all ancillary rights and possible balance claims and all securities without any later special explanations being necessary. If the goods under reservation of title are resold together with other items without a unit price being agreed for the goods under reservation of title, the purchaser assigns the proportion of the overall price claim which corresponds to the price of the goods under reservation of title invoiced by the supplier and gives priority to this assigned claimed compared to the remaining payment claim. If a justified interest is credibly shown, the customer has to provide to ETT all necessary information and hand over the required documents so that his rights against the customer can be asserted.
4. The customer undertakes to store the retained goods safely and to insure them against loss and
damage at his own expense. The customer shall assign all his claims from these insurance contracts in advance to ETT. ETT will accept this assignment.
5. ETT is entitled to take out insurance for the delivery item with respect to theft, break, fire, water and other damages on the account of the purchaser, as far as the purchaser does not prove to have concluded this insurance himself.
6. In case of a processing with other items which do not belong to the customer, we are entitled to a co-ownership of the new item to the proportion which results from the ratio of the value of the processed, mixed or integrated (in the following: processed) goods under reservation of title to the value of the remaining processed goods at the moment of processing.
7. Under the reservation of revocation, the customer shall be entitled to collect the assigned claims from the resale. Where good cause exists, especially in the event of default in payment, suspension of payment, application for the opening of insolvency proceedings, protest of a bill or in case of justified indications for an excessive indebtedness or an imminent insolvency of the customer, ETT shall be entitled to revoke the customer’s authority of collection. After prior notice and observation of an appropriate period, ETT is entitled to disclose the assignment for security, use the assigned claims and demand the disclosure of the assignment for security by the customer to his own customers.
8. The customer shall notify ETT immediately of pledges, confiscations or other dispositions or acts of intervention by any third party.
9. If the customer is in breach of his contractual obligations, especially in the event of default in payment, ETT shall be entitled to provide the service immediately, withdraw from the contract and recover the delivered goods after an appropriate period of grace expired without result; the statutory provisions about the dispensability of setting deadlines shall not be affected. The customer shall be obliged to surrender the goods.

§7 Defects

1. As far as the customer is entrepreneur in accordance with § 14 German Civil Code, he is obliged to check the goods and services supplied by ETT for defects and to report any defects founds to ETT. Notification of obvious defects shall be deemed in time if received within 7 calendar days from the date of delivery of the goods and/or acceptance of the work performed. Notification of hidden defects shall be deemed in time if received within 7 calendar days after discovery. In the event of non-compliance with this notice period the goods shall be deemed accepted.
2. The opportunity of a supplementary performance within a reasonable period of time has to be given to ETT. The customer is not entitled to change the claimed goods himself independently. In this case, the customer loses his rights to claim damages.
3. ETT at their discretion will either remove proven defects free-of-charge or deliver replacement with the return of the complained goods. If ETT fails to comply with its obligation to supplementary performance or spare part delivery, the customer has to grant ETT an appropriate respite for supplementary performance.
4. ETT is not liable for material defects caused by unsuitable or improper use by the customer or third parties, normal wear and tear, insufficient maintenance, disregard of operating instructions, excessive strain, unsuitable equipment or negligent handling. The same applies to the consequences of improper modifications or repair work carried out by the customer or third parties without approval. The same applies to defects which only insignificantly reduce the value or suitability of the goods. Also excluded from the liability for material defects are wearing parts such as greases, oils, hose packages, external peripheral connections, cables subjected to torsion and bending stress and components designated as wearing parts (see spare and wearing parts list).
5. Product-related statements or recommendations by ETT in public, especially in advertising, in brochures or leaflets do not constitute a contractual statement of the quality of the goods or item.
6. Warranty claims for material defects of the customer become time-barred twelve months from delivery of the items or acceptance of the work. This shall not apply if the law mandatorily prescribes longer periods, i.e. in cases of injury to life, body or health, in cases of wilful or grossly negligent breach of duty, in cases of product liability and in cases of fraudulent concealment of a defect.

§8 Transfer of Risk

1. The risk will be transferred to the customer upon delivery of the goods, even in the event that the equipment still has to be installed by the customer and that a subsequent commissioning by ETT has been agreed between the parties.
2. Furthermore, even in the event of an official confiscation, the risk shall be transferred to the buyer upon handover to the carrier or when the goods leave ETT’s factory or warehouse at the latest, even if ETT has taken over the delivery.
3. If the dispatch, start / execution of the installation work or assembly are delayed due to circumstances for which the customer is responsible, or if the customer is in delay of acceptance for any other reason, the risk shall be transferred to the customer upon occurrence of the delay.                     4. If the acceptance of the goods or their dispatch is delayed for a reason for which the customer is responsible, ETT is entitled, after setting and expiration of a 14-day grace period, to demand immediate payment or to withdraw from the contract or to refuse the fulfilment and to claim damages instead of the entire performance at ETT’s discretion. The setting of a time limit must be in writing or in text form.

§9 Delays in Installation and Assembly

If the installation, assembly or commissioning are delayed due to circumstances for which ETT is not responsible, the purchaser will bear the appropriate costs for any waiting time and the additional travel costs incurred to the supplier or his technical staff.

§10 Liability

1. According to the aforementioned and the following limitations of liability, ETT shall be liable for fatalities, injuries to body and damages to health caused by deliberate or negligent violation of obligations by ETT, their legal representatives or vicarious agents, as well as for damages that are covered by liability according to the product liability act, and for damages caused by deliberate or grossly negligent
violation of ETT’s obligations, fraudulent intent or the assumption of a guarantee by ETT.
2. ETT will also be liable for any damages caused by slight negligence as far as this negligence is related to contractual obligations and the fulfilment of these obligations is essential for the due execution of the contract and on which the contractual partner can reasonably expect to be able to rely (“cardinal duties” such as the fault-free supply of goods and services). ETT will only be liable if the damage is typically related to the contract and foreseeable and shall be limited to the respective order value. ETT shall not be liable for slight negligence of non-essential secondary contractual obligations.                                                                                                                3. The aforementioned limitations of liability shall also apply as far as the liability of legal representatives, executive staff and other vicarious agents is concerned. Any further liability shall be excluded hereby, without regard to the legal nature of the asserted claim. Where ETT’s liability is limited or excluded, the same applies to the liability of their employees, staff members, representatives and other vicarious agents.                                            4. Claims for damages become time-barred one calendar year from the delivery of the goods or services irrespective of the customer’s knowledge of the cause of damage and/or the person who caused the damage. The short limitation period does not apply in so far as the damage was caused deliberately or by gross negligence on the part of ETT or in the event of bodily injuries or fatalities caused by ETT.

§11 Force Majeure

In the event of force majeure or any other circumstances for which ETT is not responsible, e.g. interruptions of operations, strike, lockouts, regulatory interventions etc. – even if a subcontractor is subject to these circumstances – the delivery time will be extended by a reasonable period if these circumstances prevent ETT from complying with their obligations in time. If the delivery or the service becomes permanently impossible due to such a circumstance or if ETT is entitled to refuse the service due to such a circumstance (§§ 257, clause 2 and 3 BGB), ETT may withdraw from the contract. If the delivery time is extended due to one of the aforementioned circumstances or if ETT is released from its obligation to provide service, the customer is not entitled to derive any compensation claim.

§12 Instruction and Product Liability

1. The customer undertakes to observe any product information issued by ETT and to forward this information to his customers. The same applies for any safety data sheets issued by ETT and to any other written product specifications.
2. The customer undertakes to conclude a corresponding agreement with his customers and to provide evidence to ETT on request.
3. In the event that the customer fails to meet this obligation and if this failure results in product liability claims against ETT, the customer shall indemnify ETT from such claims in their internal relationship upon first request.

§13 Export Provisions

If products of ETT are exported, the customer shall comply with the applicable export and control regulations. The customer has to obtain and submit to ETT all appropriate authorisations in good time. If the customer fails to do so, ETT is entitled to withdraw from contract without being liable to any compensation claims to the customer. The customer will be solely responsible for verifying and assessing whether a product requires an export approval and/or whether the export is subject to any specific safeguard provisions. The customer guarantees that he will not export any services and products supplied by ETT into countries that are subject to embargos on export and/or trade restrictions imposed by the Federal Republic of Germany.

§14 Copyrights / Data Protection

1. ETT reserves all property rights and copyrights for drawings, plans, cost estimates, proposals and other documents submitted to the customer. These documents and/or information shall only be used in connection with the delivered goods as stipulated in the contract and must not be disclosed to third parties without the express written approval of ETT. Programmes and the appropriate documentation are exclusively for own use in the customer’s own business operation.                                                2. All customer data exchanged within the scope of the services of the contract and other information of the customer about production secrets or relevant product-related data are used by ETT exclusively for the services defined in the contract and are not passed on to third parties. For further information on data protection please refer to https://www.ett.de/de/datenschutz/.

§15 Place of Jurisdiction and Applicable Law

1. All legal relationships between ETT and the customer are subject to German law in the respective current version. Application of the UN sales law and the conflict rules of international private law are excluded.
2. Place of fulfilment for all disputes arising from or in connection with the contract or these General Business Conditions is Fredelsloh, Germany if the principal is a merchant, a legal entity under public law or a special fund under public law; place of jurisdiction is the court competent for the registered office of ETT. In addition, ETT shall be entitled to raise a claim against the customer at his legal places of jurisdiction (right to choose).

§16 Miscellaneous

1. There are no additional agreements other than the written contract and the present General Terms and Conditions. Any alterations or additions must in writing, whereby this formal requirement can only be waived by an express written declaration for specific cases.
2. Compliance with the written form is ensured by adherence to the text form.
3. If individual provisions of these General Business Conditions are or become ineffective, the validity of the remaining provisions of these General Conditions shall not be affected thereby.                                                           4. In the event of conflicts between the English and German versions of the GTCs, the German version shall prevail.

Issued 23 June 2020