Terms and Conditions

I. Scope

Our deliveries or services (hereinafter referred to as “deliveries”) are subject solely to our own Terms and Conditions of Delivery as set forth below, and not to any terms and conditions of business or other terms and conditions of purchase of the customer/purchaser.

II. Offers, prices, offsetting

1. Offers are subject to change.

2. Prices cover deliveries ex works; packaging and freight are charged additionally. All prices are net prices excluding the legally applicable VAT.

3. Receivables due to us may only be offset with counter claims if such counter claims are undisputed or legally established.

III. Delivery periods

1. Specified delivery periods are non-binding unless expressly agreed otherwise. In the event that we exceed any binding delivery periods, the customer agrees to grant us a reasonable grace period. If the delay is due to circumstances outside our operational sphere of responsibility, the agreed delivery period shall be extended accordingly.

2. Claims for damages due to delivery delays are excluded unless the delay is due to our gross negligence or intent. Otherwise, such claims are limited in amount to no more than the total order value.

3. Partial deliveries are permissible insofar as they are reasonable for the purchaser.

4. The transfer of risk and liability occurs when the goods are handed over or, in the case of shipment, when they are dispatched or handed over to the forwarder or carrier.

IV. Payment termsen

1. Invoiced amounts are payable within 14 days of the invoice date with a 2% cash discount or net within 30 days of the invoice date unless special payment terms have been agreed upon. Net payments for repairs and services are due immediately in cash.

2. Objections of any kind do not release the purchaser from the obligation to comply with payment deadlines. In the event of late or deferred payment, the customary bank interest and commission rates are due without the need for a reminder.

3. If the purchaser’s financial situation deteriorates or if a negative credit rating is issued for them (from Creditreform or another credit rating agency), we are entitled to demand immediate payment of the total amount before the due date or to withdraw from the contract while maintaining a claim for damages. This also applies if one of the aforementioned events occurs during an agreed installment payment interval.

V. Liability for defects and breaches of contract, guarantee

1. . Irrespective of the statutory warranty entitlement, which we grant for two years from receipt of delivery, we offer our customers a 24-month defect-free warranty for products that are used as intended for up to a maximum of 4,000 operating hours from delivery. If the German law on contracts for work and services applies, the same rights shall apply to the customer/purchaser from the time of acceptance.

2. We are not liable for damages resulting from defects in the goods we deliver or the installation work we perform, or from any breach of ancillary contractual obligations, provided that the damages are not due to intent or gross negligence.

3. BMartin Walter Ultraschalltechnik AG and its vicarious agents are liable for damages to property and pecuniary losses caused by negligence only in the event of a breach of a material contractual obligation. Such liability shall be limited to damages that were foreseeable and typical for the contract at the time of conclusion.

4. In the event of a warranty claim, replacement parts and on-site labor costs are covered by Martin Walter Ultraschalltechnik AG, while the customer is responsible for travel expenses and any overnight stays. If the customer sends equipment to Martin Walter Ultraschalltechnik AG during or after the warranty period, the customer pays the outward and return shipping costs. Shipments to Martin Walter Ultraschalltechnik AG must always be delivered free of charge.

VI. Retention of titlestrong>

1. We retain the title to all goods delivered by us until all our receivables arising from the business relationship with the customer/purchaser have been paid in full. This applies even if individual deliveries have been paid for.

2. The customer is permitted to resell the goods secured by retention of title in the ordinary course of their business, whereby they assign to us as security all receivables against their own customers arising from the resale until all our receivables secured by retention of title have been settled in full.

3. If the goods secured by retention of title are processed or installed as an integral part of other goods, or if they are combined or mixed with other items not owned by us, we will acquire co-ownership of the newly created items proportionate to the value derived from the ratio of the price of our goods to the value of the newly produced goods. If the newly produced item is sold, the provision in paragraph 2 above applies accordingly. We acquire a share in the receivables corresponding to our co-ownership share through the partial assignment made thereafter.

4. We hereby accept the assignments agreed upon above.

5. For the duration of title retention, the purchaser is prohibited from pledging or transferring the goods to which title has been retained as security. The purchaser further agrees to inform their customer that the purchaser may transfer ownership of the goods to which title has been retained to the customer only after fulfilling their payment obligations to us.

6. The purchaser must notify us immediately of any seizures, confiscations, or other dispositions or third-party interventions against goods to which we have retained title.

7. We undertake to release collateral to which we are entitled at the customer’s request if the realizable value of such exceeds the claims to be secured by more than 20%.

VII. General conditions

1. All deliveries and installations for customers are subject without restriction to the aforementioned Terms and Conditions. In all other respects, the parties agree on the application of German law. The aforementioned Terms and Conditions also apply to orders from foreign customers and, for the remainder, the parties also agree on the application of German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. he place of performance for our services is the registered office of our company in 75334 Straubenhardt, Germany.

3. The courts of Pforzheim, Germany have sole local jurisdiction for all disputes arising from this contract.

4. Should one or more provisions of the aforementioned Terms and Conditions of Delivery be or become invalid, the remaining Terms and Conditions of Delivery will remain unaffected and binding. Any invalid provision will be replaced by a new provision that corresponds to the commercial and legal sense and purpose of the provision being replaced

MARTIN WALTER Ultraschalltechnik AG, August 2017