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We thank you for your interest in our range of products and services.
We will be pleased to accept and handle your order on the basis and solely subject to our following General Standard Terms and Conditions and our terms of delivery and payment.

1. Scope
1.1
These General Standard Terms and Conditions shall apply exclusively to entrepreneurs, legal persons under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We do not recognize terms and conditions of the ordering party which contradict or deviate from our General Standard Terms and Conditions unless we have expressly approved their validity in written form.
1.2
These General Standard Terms and Conditions are exclusively valid for the entire business relationship with our customers (CUSTOMERS), including for all future business transactions with the purchaser. Deviating or additional terms and conditions of our CUSTOMERS are not binding on us, unless we have explicitly acknowledged them, even if we do not expressly object to them or supply our products and services without reservation even though we are aware of the buyer’s own conflicting or deviating terms and conditions.
1.3
Our services and deliveries are provided exclusively on the basis of these General Standard Terms and Conditions. We do not acknowledge contradictory, deviating or additional terms and conditions of purchase of the ordering party, unless we expressly consent in writing that they are to apply.
1.4
We reserve the rights of ownership and copyrights to all documents provided to the ordering party in connection with placement of the order, such as technical drafts, drawings, figures, sketches, software, calculations, etc. These documents shall not be used elsewhere and shall not be made accessible to a third party without our written consent. If we do not accept the purchase offer of the ordering party within 2 weeks, these documents shall be returned to us immediately.
1.5
Our General Standard Terms and Conditions shall also apply to future business transactions, even if we do not expressly refer to them again. Over-the-phone or oral agreements, additional arrangements, promises and pledges or subsequent modifications to contracts shall be legally binding on us only if we have confirmed them in writing.

2. Offer and conclusion of a contract
2.1
A contract is only formed when we issue our written order confirmation or when the goods have been shipped. If an order is to be regarded as an offer in accordance with Section 145 BGB, we can accept it within two weeks.
2.2
We reserve the right to make reasonable technical changes as well as reasonable changes in respect of form, colour and/or weight.
2.3
The order is a binding offer. We can accept this offer within two weeks of receiving it either by, at our discretion, sending an order confirmation or by providing our service for the ordering party within this period of time.
2.4
If the order is sent by electronic means, we will confirm receipt of it as soon as possible. This confirmation of receipt does not constitute binding acceptance of the order. The confirmation of receipt may be accompanied by a declaration of acceptance.
2.5
The offer shall apply for 2 months as of the date it is issued.

3. Prices and payment
3.1
Unless otherwise agreed in writing, our prices are ex works (66440 Blieskastel-Breitfurt, Germany), excluding packaging, insurance, assembly and commissioning. Statutory value-added tax at the applicable rate is payable on top of them in Germany. Products and services are delivered abroad with customs duty unpaid.Payment shall be made without cash discounts following receipt of the goods and handover or sending of the invoice.
3.2
The costs of sending out an engineer to commission the goods are not included in the total price. We will be pleased to provide our experts to install and commission the goods. The costs shall be charged at the applicable rates for installation work. We will provide you with an offer for this upon request.
3.3
We are willing to insure transportation of the machines to the place of installation at your expense. We will provide you with a separate offer for this upon request.
3.4
Unless otherwise agreed, our terms of payment for the delivery of machines and equipment are:
40% down-payment within 10 days of the date of issue of our invoice for the down-payment, in net
40% after notification of the fact that the goods are ready for shipment, but before delivery, in net
20% within 30 days of the date of delivery or the invoice, in net
3.5
Our terms of payment for delivery of spare parts and for assembly and service are:
100% within 10 days of the date of delivery or the invoice, in net
3.6
Where the CUSTOMER (ordering party) is in default of payment, he will be charged a default interest of 8% above the base interest rate on the amount owed. We reserve the right to prove and assert a higher loss due to the default of payment.
3.7
The ordering party shall have the right to withhold payment or to offset counterclaims only insofar as his counterclaims are legally enforceable or undisputed by us.

4. Delivery periods and deadlines
4.1
Delivery periods and deadlines are only binding if they have been expressly agreed with us or confirmed by us as being binding.
The delivery period shall commence on the date of the order confirmation and after receipt of an agreed down-payment. However, it shall not commence before the ordering party has furnished any documents he may need to obtain, as well as clarification of all commercial and technical matters and any approvals between the parties.
4.2
So that we can observe our delivery periods, the ordering party must have fulfilled his obligations properly and on time and we must have been supplied correctly and on time by our suppliers. This shall apply only if we are not to blame for non-delivery. We shall notify the ordering party of imminent delays as soon as possible.
4.3
Delivery periods and deadlines shall be extended by a reasonable time if the ordering party has not fulfilled his obligations and in the event of force majeure or other unforeseeable impediments that are outside our influence, including strikes, lockouts or disruptions to energy supply, transportation and traffic, where such events have a significant impact on provision of our service.
4.4
We shall be entitled to make partial deliveries and provide partial services insofar as the ordering party can be reasonably expected to accept them.
4.5
The delivery period shall be deemed observed if the object to be delivered has left our works by the time the period expires or we have given notification that it is ready for shipment. If the object is subject to an acceptance procedure, the planned date of acceptance applies, alternatively the notification of readiness for acceptance, unless acceptance is refused for good reason.

5. Passage of risk, acceptance
5.1
Risk passes to the ordering party when the object to be delivered has left the works; this also applies if partial deliveries are made or we have also taken on additional obligations such as payment of transport costs or delivery and installation.
5.2
If the goods have to be accepted, the date of acceptance shall determine the passage of risk. Acceptance must be carried out immediately on the acceptance date, or alternatively following our notice that the goods are ready for acceptance. The ordering party shall not refuse to accept the goods if they have a minor defect.
5.3
If shipment or acceptance are delayed or are not carried out for reasons for which we are not responsible, risk passes to the ordering party from the date of notification of readiness for shipment or acceptance. We shall be authorised and, at the request of the ordering party, obligated to take out insurance for the relevant risks at the expense of the ordering party.

6. Reservation of ownership
6.1
The supplier shall retain ownership of the objects delivered until all our claims from a current business relationship have been paid to us in full.
6.2
The ordering party shall be authorised to sell and process the objects we deliver in the ordinary course of business. However, he shall not pledge or transfer them by way of security. The ordering party shall inform us immediately in the event of their seizure as well as attachment or other disposal by a third party and himself initiate the measures required to safeguard our rights in the event of imminent danger.
6.3
If the ordering party sells the objects we have delivered, regardless of their condition, he hereby assigns us all his claims against his purchasers from the resale, namely to the amount we invoiced for them. We hereby accept this assignment. After such assignment, the ordering party shall be authorised to collect the claim. We reserve the right to collect the receivables ourselves as soon as the ordering party does not meet his payment obligations and is in default of payment.
6.4
Modification and processing of the objects we have delivered shall always be carried out in our name and on our behalf. If they are processed with objects that do not belong to us, we shall acquire co-ownership of the new object to the ratio of the value of the goods supplied by us to the other processed objects. The same shall apply if the objects we have delivered are mixed with other objects that do not belong to us.
6.5
The ordering party is obliged to treat goods subject to our reservation of ownership with care. If maintenance work is required on them, the ordering party shall carry it out regularly at his own expense.
6.6
The ordering party is obliged to notify us immediately of any seizure by a third party of the objects supplied by us, for example in the case of attachment, or of any damage to or loss or destruction of them. The ordering party shall also inform us immediately of a change in possession of the objects supplied by us and a change to his place of business.
6.7
We shall be authorised in the event of breach of contract by the ordering party, in particular in the event of default in payment or violation of an obligation under sections 6.5 and 6.6 above, to rescind the contract or demand damages in lieu of performance.
6.8
If an application is made for insolvency proceedings to be opened against the ordering party, we shall be authorised to rescind the contract and demand the immediate return of the objects we have supplied.

7. Warranty
7.1
The warranty shall be 12 months after commissioning on site, but no longer than 18 months as of the date of delivery. We shall be liable for defects and legal imperfections in title for the objects we have supplied, to the exclusion of all and any other claims – subject to Section 8. Liability –, as follows:
7.2
At our discretion, all those parts that prove to be defective due to a circumstance before the passage of risk shall be repaired or replaced by parts that are free of defects. Such defects must be reported to us in writing as soon as they are discovered. Replaced parts shall become our property again.
The parts shall be repaired at our discretion at our works. At the request of the ordering party, they can be repaired at their installation location. In this case, the working time and costs on-site for the parts complained about shall not be charged. However, travel expenses, travel times and ancillary travel expenses shall be borne by the ordering party.
7.3
The ordering party shall give us the time and opportunity required to carry out all the repair work and supplies of replacement parts we regard necessary, following prior arrangement with us. If this is not done, we shall be discharged from liability for the resultant consequences. The ordering party shall have the right to rectify defects himself or have them rectified by a third party and demand reimbursement of his necessary expenses for this only in urgent cases where there is a risk to industrial safety or to ward off disproportionately large damage. We shall be notified directly and immediately in such cases.
7.4
The ordering party shall have the right, subject to the statutory regulations, to rescind the contract should we – taking all lawful exceptions into consideration – have failed to repair defects or deliver a replacement within a reasonably set period of time. If the defect is only minor, the ordering party shall merely have the right to reduce the purchase price. The right to reduce the purchase price shall otherwise be excluded. Further claims shall be governed by section 8. Liability.
7.5
We shall assume no liability in particular in the following cases: Disregard of our user manual, unsuitable or improper use of the goods, excessive stressing, incorrect assembly or commissioning by the ordering party or a third party, normal wear and tear, incorrect or negligent handling, improper maintenance, unsuitable consumables, faulty construction work, unsuitable foundations or chemical, electrochemical or electrical influences, unless we are to blame for them.
7.6
If the ordering party or a third party carries out rectification work or makes repairs incorrectly, we shall not be liable for the resultant consequences. The same shall apply to changes made to the delivered objects without our prior consent or other interference with the delivered object (CE compliance may expire).
7.7
If use of the delivered object results in an infringement of domestic industrial property rights or copyrights, we shall – at our expense – generally procure the right for the ordering party to continue using the object delivered or modify the object delivered in a way that is reasonable for the ordering party and such that the infringement of the property rights no longer persists. If this is not possible within a reasonable period of time or under reasonable economical conditions, the ordering party shall be entitled to rescind the contract. We shall also be entitled to rescind the contract under these conditions. In addition, we shall indemnify the ordering party against undisputed or legally enforceable claims from the relevant owners of the property rights.
7.8
The obligations specified in section 7.7 above shall be exhaustive in the event of infringement of property rights or copyrights, subject to section 8. Liability.
They shall only exist if:
- The ordering party informs us immediately of the claimed infringements of property rights or copyrights,
- The ordering party provides us with reasonable assistance in warding off the asserted claims or enables us to carry out modification measures as specified in section 7.7 above,
- We retain the right to take all defensive measures, including out-of-court settlements,
- The legal imperfection in title is not due to an instruction given by the ordering party or design drawing submitted by him and
- The infringement of the right was due to the fact that the ordering party has independently modified the delivered object
or has used it in a manner contrary to the contract.

8. Liability
8.1
If, through our fault, the delivered object cannot be used by the ordering party as specified in the contract, as a result of failure to implement or failure to properly implement suggestions or advice made or given before or after conclusion of the contract, or through violation of any other subsidiary contractual obligations, in particular the instructions for the use and maintenance of the delivered object, then the provisions stipulated in sections 7 Warranty and 8.2 shall respectively apply, to the exclusion of any further claims of the ordering party.
8.2
We shall be liable for damage that is not caused on the delivered object itself – for whatever legal grounds – only in the event of:
- Intent,
- Gross negligence on the part of the owner / management bodies or executive employees,
- Culpable injury to life, body and health,
- Defects that we have fraudulently concealed or whose absence we have guaranteed,
- Defects in the delivered object insofar as the German Product Liability Act (Produkthaftungsgesetz) provides for liability for personal injury and damage to privately used property.
In the event of a culpable breach of cardinal contractual obligations, we shall also be liable for gross negligence of nonexecutive employees and slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract. Further claims shall be excluded.

9. Limitation of actions
All claims of the ordering party – for whatever legal grounds – shall become statute-barred in 12 months. The statutory periods of limitation shall apply to claims for damages by the ordering party in the case of intent, intent to deceive, gross negligence, culpable injury to life, body and health and, insofar as the German Product Liability Act (Produkthaftungsgesetz) provides for liability, for personal injury and damage to privately used property (section 8.2.).

10. Final provisions, applicable law, place of jurisdiction
10.1
The law of the Federal Republic of Germany to the exclusion of the laws on the international purchase of movable goods shall exclusively apply, even if the ordering party has his registered offices abroad.
10.2
Any disputes arising in connection with the contractual relationship with the CUSTOMER shall be settled before a competent court of law at the principal place of business of the SUPPLIER. However, the SUPPLIER shall also be authorised to file legal action at the principal place of business of the CUSTOMER.
10.3
The place of jurisdiction for all claims of the parties, including for legal action based on a bill of exchange, documentary evidence and cheques, shall be the place of the registered offices of the SUPPLIER with whom the contract was concluded. The place of jurisdiction for BASTON Extrusionstechnik GmbH is 66440 Blieskastel, Germany. In the case of disputes involving a value of more than 5,000.00 euros, the place of jurisdiction is 66119 Saarbrücken Germany.
However, we shall have the right to file legal action against the purchaser at his general or a specific place of jurisdiction.
10.4
If one or more provisions of the contract with the ordering party, including these General Standard Terms and Conditions, are or become invalid in full or in part, this shall not affect the remaining provisions of the contract. The wholly or partially invalid provision shall be replaced by an arrangement that corresponds as closely as possible to the intended economic result of the invalid one.

Status: 11/2009