Terms and Conditions
General Terms and Conditions of Sale and Delivery of
KNAUER ENGINEERING GmbH Industrieanlagen & Co. KG
These General Conditions shall apply when the parties agree in writing or otherwise thereto.
When the General Conditions apply to a specific contract, modifications or deviations from
them must be agreed in writing.
The object(s) to be supplied under these General Conditions is (are) hereinafter referred to as
Wherever these General Conditions use the term in writing, this shall mean by document signed
by the parties, or by letter, fax, and electronic mail and by such other means as are agreed by
II. Product Information
All information and data contained in general product documentation and price lists, whether in
electronic or any other form, are binding only to the extent that they are by reference expressly
included in the contract.
III. Drawings and descriptions:
All drawings and technical documents relating to the product or its manufacture submitted by
one party to the other, prior or subsequent to the formation of the contract, shall remain the
property of the submitting party.
Drawings, technical documents or other technical information received by one party shall not,
without the consent of the other party, be used for any other purpose than that for which they
were provided. They may not, without the consent of the submitting party, otherwise be used or
copied, reproduced, transmitted or communicated to a third party.
IV. Scope of supply
For the scope of supply the written order confirmation of the supplier is binding. Supplements
to an agreement and changes require a written confirmation of the supplier.
V. Prices and payment
1. If no trade term is specifically agreed the prices are ex works (EXW) incl. loading of the goods
but without packing.
2. Unless otherwise agreed, the purchase price shall be paid with one third at the formation of the
contract and one third when the supplier notifies the purchaser that the product, or the essential
part of it, is ready for delivery. Final payment shall be made when the product is delivered.
Payments shall be made within 30 days of the date of the invoice.
3. Whatever the means of payment used, payment shall not be deemed to have been effected
before the supplier’s account has been fully and irrevocably credited.
4. If the purchaser fails to pay by the stipulated date, the supplier shall be entitled to interest from
the day on which payment was due. The rate of the interest shall be as agreed between the
parties. If the parties fail to agree on the rate of the interest, it shall be 8 percentage points
above the rate of the main refinancing facility of the European Central Bank in force on the due
date of payment
5. In case of late payment the supplier may, after having notified the purchaser in writing, suspend
his performance of the contract until he receives payment.
6. If the purchaser has not paid the amount due within three months the supplier shall be entitled
to terminate the contract by notice in writing to the purchaser and to claim compensation for the
loss he has incurred. The compensation shall not exceed the agreed purchase price.
VI. Delivery. Passing of Risk
Any agreed trade term shall be construed in accordance with the INCOTERMS in force at the
formation of the contract.
If no trade term is specifically agreed, the delivery shall be Ex works (EXW).
If, in case of delivery Ex works, the supplier, at the request of the purchaser, undertakes to send
the product to its destination, the risk will pass not later than when the product is handed over to
the first carrier. Partial shipments shall be permitted unless otherwise agreed.
VII. Retention of Title
1. The product shall remain the property of the supplier until paid for in full to the extent that such
retention of title is valid under the applicable law.
2. The purchaser shall at the request of the supplier assist him in taking any measures necessary to
protect the supplier’s title to the product in the country concerned.
3. The retention of title shall not affect the passing of risk.
VIII. Liability for Defects
1. Pursuant to the provisions of clauses 2 – 14 inclusive, the supplier shall remedy any defect or
nonconformity (hereafter termed defect(s)) resulting from faulty design, materials or
2. The supplier’s liability is limited to defects which appear within a period of one year from
delivery. If the daily use of the product exceeds that which is agreed, this period shall be
3. When a defect in a part of the product has been remedied, the supplier shall be liable for defects
in the repaired or replaced part under the same terms and conditions as those applicable to the
original products for a period on one year. For the remaining parts of the product the period
mentioned in clause 2 shall be extended only by a period equal to the period during which the
product has been out of operation as a result of the defect.
4. The purchaser shall without undue delay notify the supplier in writing of any defect which
appears. Such notice shall under no circumstance be given later than two weeks after the expiry
of the period given in clause 2.
The notice shall contain a description of the defect. If the purchaser fails to notify the supplier
in writing of a defect within the time limits set forth in the first paragraph of this clause, he
loses his right to have the defect remedied. Where the defect is such that is may cause damage,
the purchaser shall immediately inform the supplier in writing. The purchaser shall bear the risk
of damage resulting from his failure so to notify.
5. On receipt of the notice under clause 4 the supplier shall remedy the defect without undue
delay and at his own cost as stipulated in clauses 1 – 14 inclusive.
Repair shall be carried out at the place where the product is located unless the supplier deems is
appropriate that the defective part or the product is returned to him for repair or replacement
The supplier is obliged to carry or dismantling and re-installation of the part if this requires
special knowledge. If such special knowledge is not required, the supplier has fulfilled his
obligations in respect of the defect when he delivers to the purchaser a duly repaired or replaced
6. If the purchaser has given such notice as mentioned in clause 4 and no defect is found for which
the supplier is liable, the supplier shall be entitled to compensation for the costs he has incurred
as a result of the notice.
7. The purchaser shall at his own expenses arrange for any dismantling and reassembly of
equipment other than the product, to the extent that this is necessary to remedy the defect.
8. Unless otherwise agreed, the purchaser shall bear any additional costs which the supplier incurs
for repair, dismantling, installation and transport as a result of the product being located in a
place other than the destination stated in the contract or – if no destination is stated – the place
9. Defective parts which have been replaced shall be made available to the supplier and shall be
10. If, within a reasonable time, the supplier does not fulfil his obligations under clause 5,
the purchaser may by notice in writing fix a final time for completion of the supplier’s
If the supplier fails to fulfil his obligations within such final time, the purchaser may
himself undertake or employ a third party to undertake necessary remedial works at the
risk and expense of the supplier.
11. The supplier is not liable for defects arising out of materials provided, or a design
stipulated or specified by the purchaser.
12. The supplier is liable only for defects which appear under the conditions of operation provided
for in the contract and under proper use of the product. The supplier’s liability does not cover
defects which are caused by faulty maintenance, incorrect erection or faulty repair by the
purchaser, or by alterations carried out without the supplier’s consent in writing. Finally the
supplier’s liability does not cover normal wear and tear or deterioration.
13. Notwithstanding the provisions of clauses 1 – 13 the supplier shall not be liable for defects in
any part of the product for more than two years from the beginning of the period given in clause
14. This applies to any loss the defect may cause including loss of production, loss of profit and
other indirect loss. This limitation of the supplier’s liability shall not apply at deliberate
intention, gross negligence or culpable violation of life, body or health. It furthermore
does not apply in case of violation of fundamental contractual obligations. In case of
slight negligence the supplier is only liable for direct losses foreseeable and typical for this type
of contract. The liability limitation does not apply in cases where there are defects of the
delivered product for persons or material property of privately used objects for which the
liability law takes effect. It also does not apply at defects which have been concealed by the
supplier on purpose.
IX Allocation of Liability for Damage caused by the product
The supplier shall not be liable for any damage to property caused by the product after it has
been delivered and whilst it is in the possession of the purchaser. Nor shall the supplier be liable
for any damage to products manufactured by the purchaser, or to products of which the
purchaser’s products form a part.
If the supplier incurs liability towards any third party for such damage to property as described
in the preceding paragraph, the purchaser shall indemnify, defend and hold the supplier
If a claim for damage as described in this clause is lodged by a third party against one of the
parties, the latter party shall forthwith inform the other party thereof in writing.
The supplier and the purchaser shall e mutually obliged to let themselves be summoned to the
court or arbitral trial examining claims for damages lodged against one of them on the basis of
damage allegedly caused by the product.
The limitation of the supplier’s liability in the first paragraph of this clause shall not apply
where the supplier has been guilty of gross negligence as defined.
X. Force Majeure
1. Either party shall be entitled to suspend performance of his obligations under the contract to the
extent that such performance is impeded or made unreasonably onerous by any of the following
circumstances: industrial disputes and any other circumstance beyond the control of the parties
such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo,
restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by
any such circumstance referred to in this clause.
A circumstance referred to in this clause whether occurring prior to or after the formation of the
contract shall give a right to suspension only if its effect on the performance of the contract could
not be foreseen at the time of the formation of the contract.
2. The party claiming to be affected by force majeure shall notify the other party in writing without
delay on the intervention and on the cessation of such circumstance. If force majeure prevents
the purchaser from these general conditions, either party shall be entitled
Regardless of what might otherwise follow these general conditions, either party shall be entitled
to terminate the contact by notice in writing to the other party if performance of the contract is
suspended under clause 1 for more than six months.
XI. Time for Delivery, Delay
1. If the parties, instead of specifying the date for delivery, have specified a period of time on the
expiry of which delivery shall take place, such period shall start to run as soon as the contract is
entered into, all official formalities have been completed, payments due at the formation of the
contract have been made, any agreed securities have been given and any other preconditions
have been fulfilled.
2. If the supplier anticipates that he will not be able to deliver the product at the time for delivery,
he shall forthwith notify the purchaser thereof in writing, stating the reason, and, if possible, the
time when delivery can be expected.
If the Supplier fails to give such notice, the purchaser shall be entitled to compensation for any
additional costs which he incurs and which he could have avoided had he received such notice.
3. If delay in delivery is caused by any force majeure or by an act or omission on the part of the
Purchaser the time for delivery shall be extended by a period which is reasonable having regard
to all the circumstances in the case. This provision applies regardless of whether the reason for
the delay occurs before or after the agreed time for delivery.
4. If the Purchaser anticipates that he will be unable to accept delivery of the product at the
delivery time, he shall forthwith notify the supplier in writing thereof, stating the reason and, if
possible, the time when he will be able to accept delivery.
If the purchaser fails to accept delivery at the delivery time, he shall nevertheless pay part of the
purchase price which becomes due on delivery, as if delivery had taken place. The supplier
shall arrange for storage of the product at the risk and expense of the purchaser. The supplier
shall also, if the purchaser so requires, insure the product at the purchaser’s expense.
5. Unless the purchaser’s failure to accept delivery is due to any such circumstance as mentioned,
the supplier may by notice in writing require the purchaser to accept delivery within a final
If, for any reason for which the supplier is not responsible, the purchaser fails to accept delivery
within such period, the supplier may by notice in writing terminate the contract in whole or in
part. The supplier shall then be entitled to compensation for the loss he has suffered by reason
of the purchaser’s default. The compensation shall not exceed that part of the purchase price
which is attributable to that part of the product in respect of which the contract is terminated.
XII. Anticipated Non-Performance
Notwithstanding other provisions in these General Conditions regarding suspension, each party
shall be entitled to suspend the performance of his obligations under the contract, where it is
clear from the circumstances that the other party will not be able to perform his obligations. A
party suspending his performance of the contract shall forthwith notify the other party thereof in
XIII. Consequential Losses
Save as otherwise stated in these General Conditions there shall be no liability for either party
towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for
any other consequential or indirect loss whatsoever.
XIV. Disputes and Applicable Law
All disputes arising out of or in connection with the contract shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said rules.
The contract shall be governed by the substantive law of the supplier’s country.
XV. Data protection
We take the protection of your personal data very seriously. We treat your personal data
confidentially and in accordance with the legal data protection regulations. In the data
protection leaflet we describe in detail the handling of personal data. This leaflet can be
found at: www.knauer-engineering.com/terms.html.
Data protection instructions in accordance with the EU
General Data Protection Regulation for natural and legal persons
With the following information, we would like to give you an overview of the processing of your
personal and business data by us and your rights under the Data Protection Act. Which data
is processed in detail and how it is used depends largely on the products or agreed services.
The following data protection notices apply in particular to customers, suppliers, cooperation
partners, interested parties and authorized persons / authorized representatives
1. Who is responsible for data processing and whom can I contact?
Responsible body is:
Knauer Engineering GmbH Industrieanlagen & Co. KG
Elbestrasse 11 – 13, 82538 Geretsried
represented by the Managing director Mr. Peter Ortmann
Phone: +49 8171 62950
You reach our data protection officer Stephan Krischke under email@example.com.
2. Which sources and data do we use?
We process personal data that we receive from our customers as part of our business
relationship. In addition, we process - as far as necessary for the fulfilment of the business
relationship or for the provision of our services - personal data that we legitimately gain
from publicly available sources (trade and association register, press, internet) and which
are transmitted to us by other companies or other third parties. Relevant personal data in
the prospect process, in the collection of master data, in the course of a commission, etc.,
can be personal details (last name, address, e-mail and telephone number), delivery and
payment data (e.g. account details) and order data (order information, technical
specifications, etc.). In addition, they may also can be data for performance of contractual
obligations, advertising and sales data and data comparable to the data of the above
3. For what do we process your data (purpose of the processing) and on which legal
We process personal / company-related data in accordance with the provisions of the
European General Data Protection Regulation (GDPR) and the Federal Data Protection
a) For the fulfilment of contractual obligations (Art. 6 (1) (b) GDPR): The processing of
data takes place for the settlement of commercial transactions, for the development
and production of our machines or for the provision of services within the framework of
the execution of our contracts with our customers and to carry out pre-contractual
measures that are requested (e.g. by interested parties). The purposes of data
processing are primarily based on the specific product (special machinery) and can be
among others demand analyses, site visits such as project planning. Further details on
the data processing purposes can be found in the relevant contract documents and
terms and conditions.
b) In the context of balancing of interests (Article 6 (1) (f) GDPR): If necessary, we process
your data beyond the actual fulfilment of the contract in order to safeguard the
legitimate interests of us or third parties. Examples: Trade show invitations, product
safety notices, and customer loyalty through product improvement or renewal
c) On the basis of your consent (Article 6 (1) a GDPR): If you have given us consent to
the processing of personal data for specific purposes, the legality of this processing is
based on your consent. A given consent can be revoked at any time. This also applies
to the revocation of declarations of consent that were issued to us before the validity of
the GDPR, i.e. before 25.05.2018. The revocation of consent does not affect the legality
of the data processed until the revocation.
d) Due to legal requirements (Article 6 (1) (c) GDPR) or in the public interest (Article 6 (1)
(e) GDPR): In addition, as a company, we are subject to various legal obligations, i.e.
legal requirements as well as commercial and tax regulations. For purposes of
processing belong among others identity verification, fraud and money laundering
prevention and the fulfilment of tax obligations.
4. Who gets my data?
Within our organization, those positions and employees will have access to your data,
which they need to fulfil our contractual and legal obligations. Also service providers and
vicarious agents who have been appointed by us may receive data for this purpose if they
maintain the corresponding secret. With regards to the transfer of data to recipients outside
of our company, it should first of all be noted that we place ourselves as a company under
obligation to maintain secrecy about all customer-related facts and evaluations from which
we become aware of. We may only disclose information about you if dictated by statutory
provisions, if you have consented or if we are obliged to provide information by law.
5. Will data be transmitted to a third country or to an international organization?
A transfer of data to sides in countries outside the European Economic Area (so-called
third countries) takes place, as far as
- It is required to execute the order
- it is required by law or
- you have given us your consent.
In addition, we do not transfer any personal information to sides in third-countries or to
6. How long will my data be stored?
We process and store your personal information as long as it is necessary for the fulfilment
of our contractual and legal obligations. It should be noted that our business relationship is
a continuing obligation, which can also be laid out over a longer period. If the data are no
longer required for the fulfilment of contractual or legal obligations, these are regularly
deleted, unless their - temporary - processing is necessary for the following purposes:
- Fulfilment of commercial and tax-related storage requirements: the Commercial
Code (HGB), the Tax Code (AO), the Money Laundering Act (GwG). The deadlines
for storage and documentation are two to ten years.
- Preservation of evidence under the statutory statute of limitations. According to §§
195 ff. of the German Civil Code (Bürgerliches Gesetzbuch - BGB), these limitation
periods can be up to 30 years, whereby the regular limitation period is 3 years.
7. What are my privacy rights?
Each affected person has the right of information according to 15 GDPR, the right of
rectification according to Art. 16 GDPR, the right to cancellation according to Art. 17 GDPR,
the right to restriction of processing according to Art. 18 GDPR, the right of opposition
according to Art. 21 GDPR and the right to data portability according to Art. 20 GDPR.
With regard to the right to information and the right to erase, the restrictions under §§ 34
and 35 BGSG apply. In addition, there is a right of appeal to a competent data protection
supervisory authority (article 77 GDPR in conjunction with § 19 BDSG). You may revoke
your consent to the processing of personal data at any time.
This also applies to the revocation of declarations of consent that were issued to us before
the validity of the General Data Protection Regulation, i.e. before 25.05.2018. Please note
that the revocation only works for the future. Processing that occurred before the revocation
is not affected.
8. Is there a duty for me to provide data?
As part of our business relationship, you must provide the personal information necessary
to enter into a business relationship and perform its contractual obligations, or that we are
required to collect by law. Without this information we will generally not be able to conclude
or execute the contract with you.
9. To what extent is there an automated decision-making process?
In principle, we do not use automated automatic decision-making pursuant to Art. 22 GDPR
to justify and conduct the business relationship.
10. Is Profiling in progress?
We sometimes process your data with the aim of evaluating certain personal aspects. In
order to provide you with information and advice on products, we use evaluation tools.
These enable needs-based communication and advertising.