1. General, scope

These General Terms and Conditions of Sales shall be applicable to all sales made by seller and therefore the placing of all and any purchase orders shall be deemed to imply the irrevocable acceptance by Buyer of these General Terms and Conditions of Sales. Any additional terms proposed by the Purchaser are expressly rejected and will not be binding upon the company unless specifically agreed in writing in advance by authorized representatives of the company.
  1. Our General Terms and Conditions of Sale and Delivery (“Terms and Conditions of Sale and Delivery”) apply to all contracts, which mainly involve the delivery of movable items (“goods”) to buyers whose relevant business address is in India, on the have subject. Additional obligations assumed do not affect the validity of these terms and conditions of sale and delivery

  2. Our sales and delivery conditions apply exclusively; We do not recognize any terms and conditions of the buyer that conflict with or deviate from our terms of sale and delivery or from the statutory provisions, unless we have expressly agreed to their validity in writing. Our silence on the buyer's conditions does not constitute acknowledgment or consent. Our terms and conditions of sale and delivery also apply if we accept the buyer's service without reservation or provide our services without reservation, while being aware of the buyer's terms and conditions that conflict with or deviate from our terms of sale and delivery. Our terms and conditions of sale and delivery apply instead of any terms and conditions of the buyer even if.

  3. References to the validity of legal regulations are only of clarifying importance. Even without such a clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these terms and conditions of sale and delivery.

2. Offer, conclusion of contract and content of the contract

  1. Our offers are subject to change and non-binding. The conclusion of the contract always requires our written order confirmation.

  2. The ordering of the goods by the buyer is a binding contract offer. Unless otherwise stated in the order, we can accept this contract offer within fourteen (14) days of receipt.

  3. The buyer is obliged to inform us in writing before the conclusion of a contract if (a) the goods to be delivered should not only be suitable for normal use or the buyer assumes a certain suitability for use, (b) the goods under is used under unusual conditions or is exposed to special stresses, (c) the goods are used under conditions that entail a particular health or safety risk, (d) public statements by the manufacturer or other third parties (e.g. advertising statements) are decisive for the purchaser.

  4. Our information on the goods (E.g., weights, dimensions, utility values, resilience, tolerances and technical data) and our representations of the same (e.g., drawings and illustrations) are only approximately relevant, unless usability for the contractually intended purpose requires an exact match. They do not represent any quality or durability guarantees for the goods to be delivered by us. Any guarantees that we are to assume at the time the contract is concluded require express written confirmation as a "guarantee".

  5. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts are permissible, provided they do not impair the usability for the contractually intended purpose.

  6. Unless expressly stated otherwise in our order confirmation, acceptance of the goods is not agreed and no declaration of acceptance by the buyer is required. No other legal effects are associated with any agreed acceptance declaration, in particular it has no effect on the transfer of risk, the timeliness of the delivery or the due date of the purchase price payment claim.

  7. All agreements made between seller and the buyer for the purpose of executing this contract at the time the contract is concluded are set out in writing in the contract and these terms and conditions of sale and delivery.

  8. We reserve all property rights and copyrights to the samples, illustrations, drawings, calculations and other documents that we have made known or provided to the buyer. This also applies to such written documents that are marked as "confidential". Before passing them on to third parties, the buyer requires our express written consent.

3. Delivery Schedule

  1. Unless another delivery modality has been agreed, delivery will be Exworks Germany/Ex-work China/Ex-work Bangalore.

  2. The transfer of risk takes place upon delivery. If the delivery is delayed because we make use of our right of retention as a result of a total or partial default in payment by the buyer, or for another reason for which the buyer is responsible, the risk passes at the latest from the date of receipt of the notification of shipping and/or Willingness to perform towards the buyer transfers to the buyer.

  3. The start of the delivery time or delivery period specified by us presupposes that all technical questions have been clarified. Compliance with our delivery obligation also presupposes the timely and proper fulfilment of all obligations on the part of the buyer. The exception of the unfulfilled contract remains reserved.

  4. Agreed delivery times do not justify a fixed transaction.

  5. We are entitled to make partial deliveries and partial services within the agreed delivery periods or by the agreed delivery date, insofar as this is reasonable for the buyer.

  6. If the buyer still wants changes to the goods after the conclusion of the contract, this will lead to an extension of the delivery period - provided we agree to these changes, which we are not obliged to do. Depending on the order situation, the extension period can be longer than would be necessary to simply implement the change requests.

  7. If we are unable to meet binding delivery periods or delivery dates for reasons for which we are not responsible (non-availability of the service), we are entitled to postpone the service for the duration of the hindrance and we will inform the buyer of this immediately and at the same time communicate the probable new delivery period or the new delivery date. If the service is also not available within the new delivery period or on the new delivery date for reasons for which we are not responsible, we are entitled to withdraw from the contract in whole or in part; we shall reimburse the Purchaser payments already made against such Purchase Order, in accordance with the legal provisions. As a case of non-availability of the service in this sense, the factual constellation counts in particular, that we are not supplied on time by our supplier for reasons for which we are not responsible, despite proper congruent coverage (i.e., despite a contractual agreement with our supplier with which the buyer's claim to performance can be fulfilled in accordance with the contract in terms of quantity, quality and period of performance). Events of force majeure of a not inconsiderable duration (i.e., lasting more than 14 calendar days) also count as unavailability of the service in this sense. Strikes, lockouts, official interventions, energy and raw material shortages through no fault of one's own, transport bottlenecks or obstacles through no fault of one's own, operational hindrances through no fault of one's own (e.g., due to fire, water or machine damage) and all other hindrances are equivalent to force majeure. which, from an objective point of view, were not culpably brought about by us.

  8. If the buyer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved.

  9. The buyer is only entitled to withdraw from the contract due to late delivery and/or non-delivery if we are in default with the fulfilment of the main obligations incumbent on us or have materially violated obligations based on the contract in another way and the default or we are responsible for the breach of duty. In order to bring about a delay, without waiving other legal regulations, a written request to us to carry out our service within a reasonable period of time is always required, even if the time of performance is determined by the calendar. For the rest, the statutory provisions apply to the occurrence of default

  10. Insofar as we bear the risk of transport in deviation from Section 3.1 of these Terms and Conditions of Sale and Delivery, the buyer is obliged to notify the carrier of any externally visible loss or externally visible damage to the freight at the latest upon delivery by the carrier and to mark the loss or damage sufficiently clearly. If the loss or damage is not externally recognizable, the loss or damage must be reported to the carrier at the latest within seven (7) days after delivery and the loss or damage must be marked sufficiently clearly. The notification must be made in text form. Any loss/damage reported after 7 days will not considered.

4. Prices, Terms of Payment and Default of Payment

  1. Unless otherwise stated in our order confirmation, our prices apply Exworks Germany/Ex-work China/Ex-work Bangalore Warehouse Prices for the Goods/Services quoted by us are Ex Works /Ex ALTENDORF Warehouse and do not include any taxes, packing, duties, freight Insurances etc. for transportation from our warehouse or a predetermined place of dispatch by us to the Purchaser’s warehouse/factory. The prices may increase if the Government of India increases customs duty or any other applicable taxes, after the quotes are made and before the Goods are delivered to the Purchaser and the Purchaser shall be liable to bear such additional customs duty or such applicable taxes. The prices offered herein are applicable only to the Conditions herein and we are entitled to revise the prices of the Goods at its discretion for any further orders. We will inform the Purchaser the expected time for the delivery of the Goods. The Purchaser shall pick up the Goods from our warehouse or at predetermined delivery place within 60 (Sixty) days of the intimation of deliver date committed by us to the Purchaser. If the Purchaser fails to pick up the Goods from our warehouse or any such place instructed or predetermined, then the Purchaser would be liable to pay Rs. 3000 (Rupees Twelve Hundred Only) per machine per week as the warehouse charges over and above any charges or costs stipulated herein. All payments for supply of Goods/Services shall be made 100% in advance. The statutory regulations apply to default in payment. Interest is to be paid on the purchase price during the delay at the applicable statutory default interest rate of 18 % per annum. We reserve the right to assert further damage caused by delay.

  2. The buyer is obliged to pay the full purchase price without deduction of discount on the date specified in our quotation or proforma invoice or, if no such date is specified, upon issue of the invoice to the account specified by us, free of costs and expenses. The receipt of payment on our account is decisive for the timeliness of the payment. The services incumbent on us are settled with the agreed price. The statutory tax is shown separately and is to be paid additionally by the buyer.

  3. The buyer is only entitled to set-off and retention rights if his counterclaims have been legally established, are undisputed or recognized by us or are based on the same contractual relationship.

5. Warranty Terms

Warranty shall be applicable only for mechanical and electrical parts of the Machine(s) provided such parts have been used in accordance with the Technical Documentation. The affected parts for which Warranty is claimed by the Client shall be supplied free of cost by the Company. The Warranty does not cover: a) wear and tear parts such as bearings, heaters etc.; b) damage or defect caused by Client’s negligence or default; c) the Machine(s) are repaired or disassembled to any extent or changed by any person other than a technician expressly authorized by the Company; d) safety devices are altered, modified or disabled by Client; e) for any failure attributable to software, tooling, accessories or ancillary equipment not sold by the Company. IN the event of any defect in the Machine(s) during the Warranty Period, the Company may at its sole discretion either cure the defect or replace the affected part of the Machine(s). Labor, replaced parts (if any) and travel expenses during the Warranty period shall be provided free of charge, courtesy of the Company. The replacement parts will be supplied Ex-Works Germany/China or Ex-Works Bangalore Warehouse. However, in the event no defects are detected in the Machine(s) by the representatives of the Company, or if the defect is proven to have been caused as a result of any neglect or default on the part of the Client, then the Client shall reimburse all costs incurred by the Company for conducting such inspection, including travel and accommodation costs of its representatives.

6. Liability for damages and expenses

The warranty, obligations and liability of the Company and the rights and remedies of the Client set forth in this offer letter are exclusive and are in lieu of other remedies of the Client. The Client hereby waives and releases all other warranties, obligations, representations or liabilities, express or implied, arising by law, in contract, civil liability or in tort, or otherwise, including but not limited to a) any implied warranty of merchantability or of fitness for a particular purpose, and b) any other obligation or liability on the part of the Company to anyone of any nature whatsoever by reason of the design, manufacture, sale, repair, lease or use of the Machine(s) or related components and services delivered or rendered hereunder or otherwise. The Company shall not be liable to the Client or any third party for any loss, damage, injury, claim, demand or expense whatsoever, arising on account of the use of any machinery, component or equipment, including without limitation, software, tooling, accessories or ancillary equipment that is not sold by the Company, in consonance with, as ancillary to or in parallel with the Machine(s). The Client acknowledges that any such use of machinery not sold by the Company shall be at the Client’s own risk and cost. The Company shall not be liable to pay any damages or incur any costs or charges, for: a) any delays in the delivery of or failure to deliver, the Machine(s) as per the Delivery Schedule; or b) any delays in installation of or failure to install the Machine(s) as per the agreed time schedule, if any. Without prejudice to the above, the aggregate liability of the Company under this offer letter shall not exceed 5% (Five percent) of the Machine Price.

7. Retention of title

  1. We reserve title to the goods sold until all of our current and future claims arising from the contract (secured claims) have been paid in full. If the buyer has not paid in advance, we reserve title to the goods sold for all current and future claims (secured claims) from the current business relationship.

  2. The goods subject to retention of title may not be pledged to third parties or assigned as security before the secured claims have been paid in full. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties access the goods belonging to us.

  3. If the buyer acts in breach of contract, in particular if the purchase price due is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions and then to demand the return of the goods on the basis of the retention of title.

  4. If the buyer further processes the goods subject to retention of title in the ordinary course of business, the retention of title extends to the products created by processing, mixing or combining our goods at their full value, whereby we are considered the manufacturer. If thirdparty property rights remain in the case of processing, mixing or connection with goods, we acquire co-ownership in proportion to the invoice value of the processed, mixed or connected goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.

  5. If the buyer resells the goods subject to retention of title in the ordinary course of business, the buyer hereby assigns to us as security the resulting claim against the purchaser - in the case of coownership of the seller in the reserved goods pro rata according to the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims from tortious acts in the event of loss or destruction. We accept the assignment. We revocably authorize the buyer to collect the claims assigned to us in his own name. We are entitled to revoke this direct debit authorization if the buyer is in default of payment,

  6. As long as the Purchaser has not paid the consideration amount the Purchaser shall only have the right to use such Goods and the result of the Services performed for the agreed purposes. In the event of the Purchaser being desirous of using the Goods already supplied to him or the result of the Services performed for any other purpose, the Purchaser shall have to obtain the prior written approval of SELLER in this regard.

8. Software

  1. Insofar as software is included in the scope of delivery, the buyer is granted a non-exclusive right to use the software supplied, including its documentation. It is made available for use on the goods intended for this purpose. Use of the software on more than one system is prohibited.

  2. The buyer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law The buyer undertakes not to remove manufacturer information, in particular copyright notices, or to change them without our prior express consent

  3. All other rights to the software and the documentation including the copies remain with us or with the software supplier. Sublicensing is not permitted.

9. Termination & Consequences of Termination:

  1. Except unless otherwise specified elsewhere in this offer letter, the Client shall not be entitled to terminate the agreement under this offer letter for any reason whatsoever after conveying its acceptance by countersigning the offer letter and the annexure thereto or by making the advance payment, without the consent of the Company.

  2. In the event of termination of the agreement under this offer letter by the Client as per the agreement under this offer letter, without prejudice to any rights and remedies of the Company under law or equity: a) the entire Advance Amount paid by the Client shall stand forfeited in favour of the Company after adjusting such amounts as may be mutually agreed upon by the Company and the Client. b) The Refundable Deposit will be refunded to the Client without any interest.

  3. In the event of termination of the agreement under this offer letter by the Company as a result of any breach by the Client then without prejudice to the other rights and remedies of the Company under law or equity: a) the entire Advance Amount and Refundable Deposit paid by the Client shall stand forfeited in favour of the Company; and/or b) The Company shall be entitled to, at its sole discretion, arrange for the shipment of the Machine(s) to the Client and charge all the delivery and related costs to the Client. It is hereby clarified that non – acceptance of the Machine(s) shall not absolve the Client of its obligation to pay the Price hereunder. Without prejudice to the above, the Company shall also be entitled to at its sole discretion stop providing any and all of its services to the Client in relation to the Machine(s), in the event of any breach of the agreement under this offer letter by the Client including if any part of the Price remains unpaid beyond the period specified hereunder.

  4. In the event of termination of the agreement under this offer letter by the Company without cause then the entire Advance Amount and the Refundable Deposit paid by the Client will be refunded to the Client without any interest.

10.Intellectual Property Rights:

All intellectual property rights belonging to a party prior to the execution of this offer letter shall remain vested in that party. None of the intellectual property rights in either party’s trademarks and/or brands shall be used by the other party for any purpose, without such other party’s prior written consent. It is clarified that all intellectual property rights in the Technical Documentation and the Machine(s) is and shall continue to be, owned solely and exclusively by the Company. The Client hereby further confirms that it shall not do any of the following:

  1. Copy, display, transfer, adapt, modify or distribute (electronically or otherwise), except for the purpose of using The Machine(s), any of the Technical Documentation or the Machine(s) in any manner whatsoever; or

  2. Reverse assemble, reverse compile, reverse engineer the Machine(s), or otherwise translate the Technical Documentation, as applicable, unless expressly permitted by applicable law without the possibility of contractual waiver.

11.Force Majeure:

Events of force majeure and, in general, all circumstances which might prevent, reduce or delay manufacture or dispatch shall entitle Seller, as appropriate, to terminate, reduce or suspend performance and Buyer is not entitled to claim damages during the period of force majeure. The terms "force majeure' and "circumstances” are deemed to refer to any cause, event or circumstance beyond Seller’s reasonable control, in particular but not limited to war, mobilization, strike or lock-out, riot, labour dispute, machinery breakdown or factory stoppage, explosion, fire, natural disaster, flooding, restriction or blockage in transport means, difficulties in sourcing for raw materials or power, and any kind of intervention by the public authorities. If such events of force majeure and circumstances continue for a period of ten days or more, Seller is entitled to terminate the contract immediately upon notice. Force majeure does not give any protection to Buyer from making payment for any Product supplied by Seller to Buyer.


No waiver, alteration or modification of the foregoing terms and conditions shall be valid unless made in writing and signed on behalf of the Company by an officer of the Company duly authorized to do so. No waiver by the Company with respect to any other breach or default or any right or remedy or any variation of the foregoing terms and conditions shall be deemed to constitute a continuing waiver of any other breach or default or any other right or remedy or any other variation of the foregoing Terms and Conditions.

13. Indemnity:

The Client hereby indemnifies, protects and holds harmless the Company, its agents, servants, successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatever nature, arising out of the use, condition or operation of any of the Machine(s), regardless of where, how and by whom the Machine(s) are operated; including for any accident that may occur with Machine(s) with safety devices that were accidentally, negligently or wilfully disabled/modified or which the Client refused to restore to their original safety conditions.

14. Confidentiality:

Both the Client and the Company hereby agree and confirm that each party (“Receiving Party”) shall maintain the Confidential Information received from the other (“Disclosing Party”) in strictest confidence. The Receiving Party shall safeguard the Confidential Information of the Disclosing Party using the same degree of care as it uses to safeguard its own confidential information of a like kind, but in no case less than a reasonable degree of care. The Receiving Party will ensure (a) access to the Disclosing Party’s Confidential Information is limited to those of its employees, officers, subcontractors and agents who need to know such Confidential Information for the performance of its obligations under this Contract, and (b) use of the Disclosing Party’s Confidential Information for any purpose other than to fulfil its obligations under this Contract is strictly prohibited. The term “Confidential Information for the purpose of this clause shall mean and include all information supplied in confidence by the Disclosing Party to the Receiving Party, which may be disclosed to the Receiving Party or otherwise acquired by the Receiving Party in its performance under this offer letter. Confidential Information includes (i) all information which a reasonable person would consider confidential under the context of disclosure or due to the nature of the information itself, and may include technical and nontechnical information, Intellectual Property Rights, know-how, designs, techniques, plans or any other information relating to any research project, work in process, future development, marketing or business plans or financial or personnel matters relating to either Party or its present or future products, sales, suppliers, customers, employees, investors or affiliates, (ii) for the Company includes the Technical Documentation, and (iii) any information which may be communicated: (a) in a written or other tangible form which is clearly marked with a “confidential” or “proprietary” legend or other comparable legend; and (b) orally or visually which is identified as confidential at the time of disclosure and confirmed in writing within a reasonable time.

15. Severability:

Should one of the provisions contained in these Conditions or a provision made in connection with other agreements become ineffective, the validity of the remaining provisions or of individual agreements shall remain unaffected. In this case, either of the contracting Parties may request agreement on a valid provision which resembles as closely as possible the economic and legal purpose of the ineffective provision.

16. Applicable Law & Arbitration:

This agreement shall be governed in all respects by laws of India and in the event of dispute, if any, this agreement is subject to the exclusive jurisdiction of the courts in Bangalore, Karnataka. All disputes arising out of or in respect of this Agreement shall be referred to Arbitration of either a Sole Arbitrator or three Arbitrators, one to be appointed by each party and the third to be appointed by the two appointed Arbitrators, as both the parties might agree to. Arbitration place is at Bangalore