Company-General Terms

I. Scope

  1. Offers, purchase orders and performances of OKM Ortungstechnik Krauß & Müller GmbH are made exclusively subject to our General Terms and Conditions.

  2. These shall apply exclusively to the business transactions with entrepreneurs. Entrepreneurs are individuals or legal persons or a partnership with legal capacity which exercise their commercial or professional free-lance activity when they conclude a legal transaction.

  3. Any general or additional contractual conditions of the contractual partner which oppose or deviate from the Terms and Conditions provided herein shall be excluded. Deviating contractual conditions will only apply to us if we have given our consent to the amendments in writing. Otherwise, we reserve the right to reject the conclusion of the agreement.

  4. Our agreements are subject to the regulations on sales law according to §§ 433 ff. BGB [German Civil Code].

II. Conclusion of Agreements

  1. Our offers are subject to changes. Orders are deemed to be accepted if we have either confirmed them in writing or if they are performed immediately after their receipt or in accordance with the respective schedule. In this case, the invoice shall be deemed to be the order confirmation.

  2. Our written order confirmation is decisive for the scope of the delivery. Any additional agreements or amendments require our confirmation in writing in any case.

  3. We reserve the unlimited utilisation rights under the right of ownership and the copyright in our quotations, the utilized hardware and software, the prepared manuals and all other documents. The mentioned documents may not be provided to third parties, unless OKM Ortungstechnik Krauß & Müller GmbH has given its prior written consent. If we do not receive any order, the documents sent in connection with the submission of the offer shall be returned immediately to our attention at the expense of the contractor, i.e. within 3 days after the date on which the order was not placed. The same shall apply upon the end of a framework agreement or longer-term business relations. The decisive deadline is the end of the respective contractual relation.

III. Prices

  1. The agreed prices apply plus the legally valid turnover tax applicable at the date of delivery.

  2. If the order is made for the delivery of goods, the prices shall be deemed to be ex works, i.e. from the business seat of OKM Ortungstechnik Krauß & Müller GmbH, at the moment Windischleuba.

  3. If more than 6 weeks pass between the conclusion of the agreement and the performance of the order, we are entitled to increase the price for objective reasons. An objective reason exists especially in case of an increase of wages, prices and costs. The increase is limited to the passing on of the amount of increase.

IV. Payment

  1. The purchase price is payable immediately after placing the order and shall be paid before the delivery, unless otherwise agreed.
    A deduction of a discount is only permissible if it was especially agreed with us. The agreement of other payment conditions will expressively be reserved.

  2. In case of default of payment, interests of 8 percent above the base interest rate will accrue on all amounts from the date of their maturity. If we are able to prove that we were charged a higher interest rate, this higher interest rate shall apply.

  3. If the contractual partner does not meet his/her payment obligations, is in arrears with his/her payments or if other circumstances become known which question the credit worthiness of the contractual partner, like e.g. suspension of payment, insolvency proceedings, the initiation of foreclosure which are not settled within a specified period of time, we are entitled to terminate the agreement forthwith for an important reason. In such a case, further deliveries/orders will only be carried out against cash payment and advance payment.

  4. Money orders, cheques and bills of exchange will only be accepted after the conclusion of a special agreement and only on account of payment. Collection expenses and discount expenses shall be borne by the contractual partner.

  5. The contractual partner is not permitted to withhold payments or to offset payments due to any counterclaims on his/her part which we opposed and which were not legally determined.

V. Deliveries and Delay in Delivery

  1. Delivery dates or delivery periods are only binding if those were confirmed by us in writing. Normally, they will start upon the conclusion of the agreement. In case of subsequent amendment of the agreement, the delivery date/period of delivery shall be newly determined.

  2. The period of delivery will be prolonged for the duration of measures which were taken due to labour disputes, especially strikes or lock-outs, and if unforeseeable events occur which go beyond our reasonable control. This shall also apply if sub-suppliers are subject to such circumstances.
    We are equally not responsible for the above-mentioned circumstances if they occur during an already existing delay. In important cases, we will inform the contractual partner as soon as possible of the start and end of such circumstances.

  3. 3. In case of delay of deliveries or performances on our part, the contractual partner shall grant us a reasonable grace period (however a minimum of 2 weeks). After the end of such period, he/she may cancel the agreement. The contractual partner shall only be entitled to demand the replacement of the damage caused by delay in case of intent or gross negligence on our part. The same shall apply to the claim for damages instead of performance.

  4. 4. The withdrawal shall be excluded if the contractual partner is solely, or, to a far extent responsible for the circumstance which would entitle him/her to withdrawal from the agreement or if the circumstances which were not caused by us occur at a time when the contractual partner is in delay of the acceptance.

VI. Transfer of Risk and Shipment

  1. The risk will be transferred to the contractual partner upon shipping of the delivery, even in case of partial deliveries or if we have taken over other services, e.g. the shipping charges or carriage and installation.

  2. If the shipment is delayed due to circumstances which the contractual partner is responsible for, the risk will be transferred to the contractual partner at the date when the delivery is ready to be shipped.

  3. If the shipment of deliveries was agreed, we are permitted to appoint a forwarding company to carry out the shipment. The appointment of the forwarding company shall be made either in our own name or in the name of the contractual partner.
    The costs of the shipment shall, in every case, be borne by the contractual partner.

  4. The above shall apply accordingly to the conclusion of a transport insurance.

VII. Retention of Title

  1. The goods delivered will remain in our property until all of our claims resulting from the existing business relation vis-à-vis the contractual partner have been met, even if payments for specially determined claims are made.
    Upon the request of the contractual partner, we undertake to release the securities which we are entitled to, to the extent that the total value of the securities exceeds the claim to be secured by 20 %, unless it was already paid.

  2. The contractual partner shall be obliged to keep the goods delivered by us in a proper condition during the term of the retention of title. In case of seizure or other measures of third parties, he/she shall immediately inform us in writing.

  3. The contractual partner undertakes to inform us about anything which might be necessary to assert our rights arising from the retention of title and to immediately provide us with all necessary documents, i.e. within 3 days after the respective request, at the latest.

  4. The goods subject to retention of title shall only be resold in the due course of business and only by using these General Terms and Conditions and the documents authorized by us, like especially manuals. Before the re-selling, the contractual partner shall immediately inform us in writing by stating the relevant data, including name and address of the third party debtor.
    Upon our request, the contractual partner shall assign his/her claims vis-à-vis the third party debtor to the full amount which he/she charged with precedence.
    We reserve the right to collect any claims ourselves as soon as the contractual partner does not meet his/her payment obligations and is in arrears. Any arising costs shall be borne by the contractual partner.

  5. A processing of the goods delivered by us (restructuring and/or connecting with other things as well as the incorporation into other things) is not permitted. Please refer to point VIII. sec. 4 c) hereof regarding the consequences.

VIII. Warranty

  1. We provide a warranty of 1 year for goods delivered by us and other services.

  2. The contractual partner shall inspect our deliveries and services immediately after their receipt. If he/she finds defects, he/she shall immediately send a complaint for such (within 5 working days at the latest). Goods subject to complaints shall be provided to us for inspection.
    If the defect cannot be detected, the above-mentioned shall apply accordingly. The period to give notice of defects will start with the detection of the defect. It shall end within the period of time mentioned under point 1 at the latest.

  3. Our contractual partner is entitled to the remedy of errors and defects which were caused by defects in other parts of our goods.
    In cases where the errors or defects cannot be removed, where further remedial attempts are unreasonable or where a removal of the defect has failed altogether, the contractual partner may elect to either


    We will only be obliged to pay damages in case of intent or gross negligence.

  4. Our warranty obligation shall be eliminated if the cause of defect is connected with the fact that

    1. the contractual partner did not duly and immediately notify us in writing of the obvious defect and has not immediately provided us with the opportunity to remedy the defect. Sentence 1 shall apply accordingly to all non-detectable defects, unless notice is given of them immediately after their detection;
    2. the goods were improperly treated or overstressed;
    3. the delivered goods were opened, restructured or incorporated into other things in another way, unless a contractual agreement was concluded with us for this purpose.

    Claims for damages or contractual penalty on our part remain unaffected by the loss of warranty claims.

  5. Any claims arising from defects will come under the statue of limitation upon the end of the warranty period mentioned under point 1.
    For defects, of which we were notified within the warranty period, which were however not remedied, we will provide a warranty until the remedy of the defects. For the duration of this period, the statue of limitation shall be suspended - regarding this special defect. This suspension shall end 3 months after our declaration that the defect was eliminated or that no defect existed, however after the end of the warranty period mentioned under point 1 at the earliest. The decisive date is the date of shipment.

  6. In case of the delivery of new goods, the period of time mentioned under point 1 will start again. In case of only a partial new delivery, such period of time will only relate to that part of the goods which was really newly delivered.

IX. Liability

  1. WWe will be liable for damage - irrespective of which legal reason - in accordance with the following conditions if the damage was caused by us, our legal representatives or our agents.
    Our liability for property damage shall be excluded in case of minor negligence, unless such constitutes an infringement of an essential obligation provided for in the agreement. In such cases, our liability will be limited to the damage which is typical for the agreement and reasonably foreseeable.
    In case of intent or gross negligence, our liability will be limited to the sum of € 1,533,875.64 in case of personal damage. In case of property damage, the maximum amount shall be limited to a sum of € 511,291.88 and in case of other property damage to an amount of € 51,129.19.

  2. The rights of the contractual partner resulting from warranties according to section VIII. shall remain unaffected.

  3. Any claims arising from the delay of delivery are exclusively subject to the provisions in section V.

  4. The contractual partner is obliged to immediately inform us in writing of damage and losses, if we are responsible to pay for such.

  5. Our legal representative, agents or employees shall not be liable vis-à-vis our contractual partner, except for cases of intent or gross negligence.

X. Copyright and Intellectual Property Rights, Confidentiality

  1. The contractor is obliged to keep in confidence all information which he/she becomes aware of as a result of this agreement and which are identified as being contractual or which, under other circumstances, are recognizable as being business or corporate secrets for an unlimited period of time and the contractor shall neither record, forward nor use them - unless this is necessary in order to perform the agreement. Publications and representations in word, in form of pictures and in writing are only permitted with our prior written consent and authorization.
    Furthermore, the contractual partner shall ensure that the above-mentioned obligations are complied with by his/her employees and all other third parties (especially representatives and agents, third party buyers).

  2. 2. If he/she becomes aware of the fact that products delivered by us infringe intellectual property rights or copyrights, he/she shall also be obliged to immediately inform us of such in writing.

  3. 3. Furthermore, the contractual partner will hold us harmless against all third party claims for the infringement of copyrights or intellectual property rights arising due to the fact that he/she or his/her employees failed to observe the obligations specified in the agreement or instructions provided by us.

  4. 4. The contractual partner is prohibited to open delivered goods without authorisation. He/she is further prohibited to reproduce, copy or modify the delivered hardware or software. The above mentioned provision applies accordingly to the protection of the hardware and software and the documentation and manuals against unauthorized access by third parties.
    Copyright notes, serial numbers or other properties serving for identification shall in no case be removed or changed.

XI. Contractual Penalty

  1. 1. A contractual penalty which is immediately payable applies to every case of infringement of the obligations under point X. 1-4 hereof. The amount depends on the type and extent of the respective act of infringement.

  2. 2. In case of infringement of the obligations under point X. 1.-4., such penalty will amount to 10 % of the total order volume of the purchase order to which the act of infringement relates, this shall apply per infringement, as minimum damage without proof - unless otherwise agreed below. In case of repeated infringement, the above mentioned provision shall apply accordingly.

  3. 3. In cases of infringement of the obligations under point X. 4., sentence 2 of this agreement, the contractual penalty will amount to 10 % of the average annual turnover (basis: annual net turnover according to final balance sheet, or if such has not been prepared, according to the preliminary year-end balance sheet of the past year) in the territory of sale (country in which the seller has its normal place of residence or business, example: Oregon = United States of America), as minimum damage without proof.

XII. Place of Fulfilment and Jurisdiction

  1. Place of fulfilment for the delivery of the goods and for all mutual claims shall be Windischleuba.

  2. The seat of our company shall be the exclusive legal venue for any and all present and future claims arising from the business relationship with merchants, including bills of exchange and cheque claims.

XIII. Final Conditions

  1. The application of the UN Convention on the International Sale of Goods of 11/04/1980, in effect from 01/01/1991, is expressively excluded.

  2. These Terms and Conditions are exclusively subject to German law, unless otherwise provided by mandatory legal regulations.

XIV. Severability

  1. If one or more conditions of these General Terms and Conditions are legally ineffective or contain a gap, the effectiveness of the remaining conditions shall remain unaffected. In this case, the contracting parties undertake to agree jointly on a condition which corresponds to the economic purpose of the ineffective contractual condition.