GENERAL TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS FOR DELIVERIES AND SERVICES
PREAMBLE
DANGO & DIENENTHAL Management GmbH and/or DANGO & DIENENTHAL Maschinenbau GmbH (hereinafter collectively referred to as "D&D") acknowledges the receipt of the customer’s order based on the following General Terms and Conditions (GTC). The purpose of these GTC is to establish a clear, fair, and transparent foundation for the business relationships between D&D and its customers, as well as to ensure that the rights and obligations of both parties are clearly defined.
I. GENERAL PROVISIONS (§§ 1–2)
§ 1 DEFINITIONS
In these GTC, the following definitions apply:
(1) "Quotation": A proposal made by D&D for the delivery of goods or the provision of services, describing the essential terms of the contract (essentialia negotii).
(2) "Order Confirmation": The written confirmation by D&D of the receipt and acceptance of the customer’s order, considering any individual agreements mentioned therein and/or these GTC.
(3) "Customer": A business unit within the meaning of paragraph (para.) 14 (1) of the German Civil Code (BGB), legal entities under public law, and public-law special assets in accordance with para. 310 (1) BGB.
(4) "Contractor": DANGO & DIENENTHAL Management GmbH and/or DANGO & DIENENTHAL Maschinenbau GmbH.
(5) "Order": The binding declaration and expression of intent by the customer to purchase specific goods or to avail of certain services.
(6) "Services": All services provided by D&D, including service activities such as assembly work, commissioning, maintenance, inspection, and repair, restoration work and retrofitting work, as well as consulting services and engineering services.
(7) "D&D": Refers to DANGO & DIENENTHAL Management GmbH and/or DANGO & DIENENTHAL Maschinenbau GmbH as the contractor delivering goods or providing services.
(8) "INCOTERMS®": INCOTERMS® refers to the international trade terms of the International Chamber of Commerce (ICC), which regulate the obligations, costs, and risks in international goods trade between customer and contractor. The applicable version is INCOTERMS® 2020 (available online at: https://iccwbo.org/business-solutions/incoterms-rules/incoterms-2020/, last accessed on 31.03.2025).
(9) "Defects": A defect, as defined in these GTC in accordance with para. 434 BGB and considering the German Commercial Code (HGB), refers to deviations of the delivered goods or provided services from the contractually agreed nature, the usual quality, or the suitability for the contractually intended purpose. A defect also exists if the goods or services do not comply with legal requirements or if a guaranteed characteristic is missing. A significant defect occurs when the deviation from the contractually agreed nature or quality of the goods or services significantly impairs their usability or the intended contractual purpose. This is the case when the defect severely limits the use of the goods or services or when the contractually agreed purpose can no longer be achieved or can only be achieved with significant difficulty. An insignificant defect exists when the deviation from the agreed condition or quality only represents a minor impairment and the usability, or the intended contractual purpose is only slightly restricted. An insignificant defect does not have a significant impact on the use of the goods or services and only minimally affects the achievement of the contractually agreed purpose.
(10) "Contract": Any written agreement and/or arrangement between D&D and the customer regarding the delivery of goods or the provision of services. The contract includes orders, order confirmations, as well as all related attachments and technical specifications, including any written amendments, and additions (supplements) to the aforementioned documents and/or these GTC.
(11) "Goods subject to retention of title": Goods that remain the property of D&D until the customer has completely fulfilled all contractual payment obligations. This specifically includes the retention of title.
(12) "Goods": All products offered and delivered by D&D, including machines, individual (component) parts, spare parts, and accessories.
§ 2 SCOPE OF APPLICATION
(1) These GTC apply exclusively to all current and future business relationships between D&D and its customers. They apply to all contracts concluded from April 1, 2025, onward for the sale and/or delivery of movable goods (hereinafter referred to as "Goods") as well as for the provision of services. Additional obligations undertaken by D&D do not affect the applicability of these GTC.
(2) Deviating, opposing, or supplementary terms and conditions of the customer do not apply, even if D&D does not object to them or provides services without reservation or accepts the customer’s performance, unless D&D has expressly agreed to their validity in writing.
(3) These GTC apply exclusively to contracts with business units as defined in para. 14 BGB and do not apply to contracts that are subject to the provisions of purchase of consumer goods under consumer sales law (Verbrauchsgüterkauf) according to para. 474 et seq. BGB. Consumer protection laws (Verbraucherschutzrecht) remain unaffected within the scope of the applicable law.
(4) These GTC do not apply if the customer is a consumer as defined in para. 13 BGB.
II. CONCLUSION OF CONTRACT AND PAYMENT TERMS (§§ 3–5)
§ 3 OFFER, ORDER PLACEMENT, CONCLUSION OF CONTRACT
(1) The offers of D&D are non-binding and subject to change.
(2) Orders from the customer must be made in writing. By ordering goods or commissioning services, the customer submits a binding offer to conclude a contract. This offer becomes legally binding only when it is accepted by D&D through a written order confirmation. A contract is only concluded through the express written order confirmation from D&D.
(3) The written order confirmation from D&D is decisive for the scope of the contract content and leads to the conclusion of the contract even if it deviates from the customer’s order in points other than the type of goods, price, and delivery quantity, particularly regarding the exclusive applicability of these GTC. The contract will not be concluded only if the customer raises an objection to these deviations in writing, specifically identifies the deviations, and the objection is received by D&D without delay, but no later than seven (7) calendar days after the order confirmation has been received by the customer. The timely receipt of the objection by D&D is decisive for the adherence to the deadline.
(4) Special requirements of the customer, particularly regarding specific intended uses, special characteristics, guaranteed properties, or other assurances concerning the goods or contract execution, require the express written confirmation of D&D to be effective. The same applies to performance descriptions, user manuals, safety information, and other documentation requested by the customer, regardless of whether these are to be provided in physical or electronic form.
(5) The rules for contract formation in electronic commerce according to para. 312i (1) sent. 1 Nos. 1-3 BGB, regarding the technical steps for concluding a contract, the storage of the contract text, as well as correction options and order confirmation, do not apply.
(6) Confirmations of the contract issued by the customer that deviate in content from the contract terms offered or confirmed by D&D have no legal effect, without the need for an explicit objection by D&D.
(7) Information in offers, order confirmations, and/or contracts from D&D that are based on an obvious mistake, particularly typographical or mathematical errors, are not binding for D&D. In such cases, the obviously intended statement by D&D applies, even if the mistake was apparent to the customer or should have been recognized by the customer.
(8) Legal declarations and notices related to the contract must be made in writing. Oral communications are not sufficient unless another form has been expressly agreed upon. Statutory formal requirements and the need for further evidence remain unaffected. Oral or telephone agreements are only binding if they have been mutually confirmed in writing and/or in text form by both parties.
§ 4 PRICES, PAYMENTS
(1) The prices stated by D&D are understood for delivery ex works (according to the version of the INCOTERMS® valid at the time of the order), plus the applicable statutory VAT and excluding the costs for packaging, shipping, and delivery, unless a deviating agreement has been expressly made.
(2) The customer bears all costs for any fees, taxes, and other public charges arising in connection with the delivery of the goods.
(3) Invoice amounts are due for payment within 14 calendar days from the invoice date, unless expressly agreed otherwise, without any deductions. If the customer falls into arrears, default interest will be charged from the due date at a rate of 5% above the current base rate of the European Central Bank (ECB) per annum in accordance with para. 288 BGB. D&D reserves the right to claim for any further damages resulting from the delay.
(4) The individual payment installments (advance payment, partial payments, final payment) and their amounts are based on the terms set forth in the order confirmation and/or the contract documents. Payments are to be made to the account designated by D&D.
§ 5 OFFSETTING, RIGHT OF RETENTION
(1) The customer is only entitled to offset according to para. 387 et seq. BGB insofar as their counterclaims are undisputed or legally established. This does not apply where the claims are related to each other in a reciprocal relationship.
(2) The customer is only entitled to assert a right of retention based on counterclaims arising from the same contractual relationship.
III. SCOPE OF PERFORMANCE AND DELIVERY (§§ 6-13)
§ 6 PRODUCT INFORMATION
(1) The product descriptions, application examples, and technical data provided on D&D’s websites, in catalogs, technical data sheets, or other documents are for general informational purposes only and do not constitute guaranteed product characteristics, unless expressly agreed in writing.
(2) As part of technical developments or production-related adjustments, D&D reserves the right to make changes to machines, systems, and filtration technologies. Such changes are permissible if they do not materially impair the agreed functionality, performance, or suitability for the intended purpose.
(3) The suitability of D&D goods, and services for specific applications or operating conditions is the responsibility of the customer. Industry-specific standards, legal regulations, and technical requirements must be checked by the customer before using the products supplied by D&D.
(4) The contract content is based on the product features specified and agreed upon in the respective order confirmation or the individually prepared offer.
§ 7 DRAWINGS AND TECHNICAL INFORMATION
All drawings, technical information and descriptions, illustrations, and specifications of dimensions and weights made available to the customer initially represent only industry-standard approximate values. Drawings, illustrations, dimensions, weights, as well as other performance parameters and data are only binding if they have been expressly and in writing confirmed as such by D&D.
§ 8 SOFTWARE USE
(1) Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive right to use the delivered software. It is provided for use only on the designated delivery item. Use of the software on more than one system is prohibited.
(2) The customer may only reproduce, modify, or translate the software to the extent legally permitted under para. 69a et seq. of the German Copyright Act (UrhG).
(3) The customer agrees not to remove or alter manufacturer information, including copyright notices, without the prior express consent of the supplier.
(4) All other rights to the software and documentation, including copies, remain with D&D or the software supplier. The granting of sublicenses is not permitted.
§ 9 DELIVERY, DELIVERY DEADLINES
(1) Unless otherwise agreed, delivery by D&D will be made EXW Siegen in accordance with the version of the INCOTERMS® valid at the time of the order.
(2) Delivery dates and deadlines are always to be understood as non-binding guidelines, unless they are explicitly confirmed in writing by D&D.
(3) However, this is contingent upon the customer having provided to D&D all necessary information and documents required for the execution of the delivery in a timely manner and fulfilling its obligations on time and in proper order.
(4) Agreed delivery deadlines start on the date of the order confirmation, but not before all details regarding the execution of the order have been clarified and all other requirements have been fulfilled by the customer, particularly not before any agreed payments have been made.
(5) If the realization of additional or extension orders requires an extended delivery time, the originally agreed delivery deadline will be adjusted accordingly and extended. The exact duration of the extension will depend on the necessary adjustments and will be mutually agreed upon by the parties.
(6) The delivery deadline is met when D&D makes the goods available for pickup at the D&D premises by the end of the deadline. The readiness for delivery will be communicated to the customer accordingly. D&D is, after consultation with the customer, entitled to deliver before the agreed time or to determine the delivery time within the agreed delivery period.
(7) D&D is not obligated to provide or obtain certificates, certifications, or other documents that were not expressly agreed upon. Furthermore,
(8) D&D is in no case responsible for fulfilling obligations related to the placing on the market of the goods outside of Germany.
§ 10 RECEIPT
(1) If the customer is in default of receipt within the meaning of para. 293 BGB or culpably breaches other duties to cooperate – by failing to take necessary actions for the receipt or commissioning of the goods pursuant to para. 642 BGB – D&D shall be entitled to claim compensation for any damages resulting thereof. This includes, but is not limited to, additional expenses such as storage, transport, or insurance costs. Any further statutory claims remain unaffected.
(2) In accordance with para. 300 (2) BGB, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon the commencement of default of receipt or any other breach of the duty to cooperate.
(3) If the customer is in default of receipt, D&D shall be entitled, after the fruitless expiry of a reasonable grace period, to store the goods at the customer’s risk and expense or to have them stored by a third party. In such case, D&D shall be entitled to claim compensation for additional expenses resulting thereof in accordance with para. 304 BGB. The storage shall be deemed to constitute proper delivery.
(4) The customer shall bear all costs arising from the default of receipt, in particular costs for storage, insurance, return transport, or additional delivery attempts. D&D shall be entitled to charge a flat-rate fee for storage in the amount of 0.5 % of the net value of the goods per commenced calendar month but not exceeding 5 % per month.
§ 11 ACCEPTANCE, ACCEPTANCE INSPECTION
(1) The customer is obligated to accept the goods and/or services provided in accordance with § 640 para. 1 sent. 1 BGB. Refusal of acceptance due to insignificant defects is excluded pursuant to § 640 para. 1 sent. 2 BGB. Acceptance can only be refused based on significant defects. Minor or non-functional-affecting defects do not entitle the customer to refuse acceptance but must be rectified within the scope of warranty.
DEEMED ACCEPTANCE
(2) The work shall be deemed accepted if
a) D&D has set the customer a reasonable deadline for acceptance after completion of the work in accordance with § 640 para. 2 BGB, and the customer has not refused acceptance within this deadline, stating at least one significant defect, or
b) the customer does not complain of any significant defects within a reasonable deadline after completion of the work, or
c) the customer puts the product into operation or otherwise makes use of it after completion, or
d) a period of more than six months has passed since the completion of the work without acceptance having been declared.
(3) If an actual (not deemed) acceptance takes place, it must be documented by an acceptance protocol signed by both contractual parties. Any minor defects identified and the timeframe for their rectification, which remains subject to reservation, must be recorded therein.
(4) Acceptance — whether express or deemed — triggers the commencement of the limitation period for defect claims pursuant to para. 634a BGB.
(5) D&D is entitled to request partial acceptance for self-contained partial services or components. Partial acceptances shall be regarded as independent acceptances in accordance with para. 640 BGB regarding the respective parts of the performance.
§ 12 TRANSFER OF RISK
(1) The risk of accidental loss or accidental deterioration of the work shall pass to the customer at the latest upon handover to the carrier, freight forwarder, or any other person or entity designated for collection.
(2) This shall also apply in the case of partial deliveries and even if carriage-free delivery has been agreed upon between the contractual parties.
(3) If the handover is delayed due to reasons attributable to the customer, the risk shall pass to the customer on the day the goods are ready fordispatch.
(4) If, at the customer’s request, the work is made available by D&D at a location other than the place of performance, the risk of accidental loss or accidental deterioration shall pass to the customer at the latest upon handover of the work (whereby the start of the loading process is decisive) to the freight forwarder, carrier, or any other third party designated to carry out the shipment.
(5) At the customer’s request, D&D will arrange for transport insurance for the work; the costs incurred for this shall be borne by the customer.
§ 13 PACKAGING, SHIPPING
(1) Unless expressly agreed otherwise, the goods shall be packaged in accordance with standard industrial practices. Packaging costs shall be charged to the customer, unless the packaging is included in the agreed price.
(2) The customer is responsible for the proper disposal of the packaging after receipt of the goods.
(3) If special packaging is required that exceeds the standard scope, the additional costs shall be borne by the customer.
(4) D&D reserves the right to select the type of packaging at its own discretion, unless a specific arrangement has been agreed upon.
(5) If shipment or delivery is delayed by more than one month after notification of readiness for dispatch at the customer’s request, D&D may charge storage fees of 0.5 % of the contract value for each commenced month. The contractual parties shall remain entitled to provide evidence of higher or lower actual storage costs.
IV. WARRANTY CLAIMS AND GUARANTEES (§§ 14–15)
§ 14 WARRANTY CLAIMS FOR DELIVERY AND PERFORMANCE
GENERAL WARRANTY
(1) The goods are free from material defects and defects of title if they exhibit the agreed quality at the time of the transfer of risk. No other or additional characteristics or properties beyond the expressly agreed quality of the goods shall be owed.
(2) Any warranty extending beyond the general warranty for the agreed quality of the goods, covering a specific intended use, suitability, service life, or durability after the transfer of risk, shall only be assumed to the extent that it is expressly and in writing agreed upon. Otherwise, the suitability and usage risk shall lie solely with the customer.
CLAIMS FOR DEFECTS AND SUBSEQUENT PERFORMANCE
(3) If the goods have a material defect at the time of the transfer of risk, D&D shall be entitled and obligated to remedy the defect. At D&D’s discretion, the remedy shall be carried out either by repair or replacement delivery. The place of performance for the remedy shall be D&D’s registered office in 57072 Siegen, Germany and/or, following consultation and confirmation by D&D, the final destination of the goods.
(4) According to para. 439, 634 BGB, D&D must be granted a reasonable period and opportunity to carry out the remedy. In the event of a replacement delivery, the customer shall return the defective item to D&D upon request.
(5) The remedy does not include the removal of the defective item or its reinstallation, unless D&D was originally obligated to perform the installation. If parts are installed as part of the remedy, the customer may assert claims for defects regarding these parts only until the expiry of the original limitation period.
(6) In the event of only a minor breach of contract, particularly in the case of minor defects, the customer shall not be entitled to withdraw from the contract.
EXCLUSION OF WARRANTY
(7) No warranty shall be provided for defects in the delivered goods that are due to normal wear and tear. If operating and maintenance instructions are not followed, modifications are made to the delivery or performance, any warranty shall be excluded unless the customer proves that the defect is not attributable to such actions.
(8) Changes in design, construction, or materials based on the latest technical standards do not constitute a material defect.
WARRANTY FOR SERVICES AND ON-SITE SUPPORT
(9) D&D shall be liable for defects in the services rendered and on-site support operations that occur during performance. Claims for defects shall exist only if the service was not performed with the agreed level of care or quality. The customer’s warranty rights shall include the rectification of the defective service or the provision of a replacement service, at D&D’s sole discretion.
(10) The remedy of defects in services shall generally be carried out within a reasonable period, as mutually agreed upon by the customer and D&D.
DUTY TO INFORM AND NOTICE OF DEFECTS
(11) The customer’s right to any warranty claims is contingent upon the customer inspecting the goods without undue delay, but no later than one week after receipt, and notifying D&D in writing without delay of any defects according to para. 377 HGB.
(12) If the notification is not made in due time, the goods shall be deemed accepted. In such case, any claims for defects shall be excluded according to para. 377 (2) HGB.
(13) Hidden and/or latent defects must be reported to D&D in writing immediately upon their discovery. Hidden and/or latent defects shall be deemed material defects.
RIGHTS IN CASE OF UNSUCCESSFUL REMEDY
(14) If the remedy fails, is not carried out within a reasonable period, or is refused by D&D, the customer may, at their discretion, demand a reduction of the purchase price (abatement) or declare withdrawal from the contract. A rectification attempt shall be deemed unsuccessful after the second failed attempt, unless the nature of the goods, the defect, or other circumstances indicate otherwise. Claims for damages or reimbursement of expenses due to a defect shall remain unaffected, unless they are limited or excluded.
LIMITATION PERIOD FOR DEFECT CLAIMS
(15) Unless otherwise agreed, the limitation period for claims based on material defects and defects of title shall be one year (12 months) from the date of delivery. The limitation period in the case of agreed acceptance (for machines and machinery equipment) within the meaning of para. 11 GTC remains unaffected.
ATTEMPTS TO REMEDY DEFECTS BY THE CUSTOMER
(16) If the customer or a third party attempts to remedy defects without prior consent from D&D, D&D’s warranty obligation shall be void, unless the customer proves that the measures were carried out in a professional manner and without any adverse effect on the performance or the subject of delivery.
§ 15 GUARANTEES
(1) Any guarantees or assurances provided by D&D are only valid if they are explicitly confirmed in writing in the respective order documentation or in a separate contract. Oral assurances, non-binding statements, or indications by D&D, its representatives, or sales agents are not to be considered guarantees, even in the case of repeated business relationships.
(2) General product descriptions, formulations, references to quality standards, the use of trademarks, as well as the provision of sample products or samples do not constitute guarantee commitments by D&D. Aguaranteed assumption only takes place with an express written agreement.
(3) Sales representatives and other distribution partners are not authorized to make legally binding statements regarding the specific suitability, profitability, or quality of the goods, unless these have been explicitly and in writing confirmed by D&D. All related statements are considered non-binding.
(4) At the customer's request and for an additional fee, D&D offers a guarantee extending beyond the statutory warranty for the delivered products. Such an extended guarantee requires an individual agreement and becomes valid only when it is confirmed in writing and included in the respective order documentation by D&D. The terms and conditions of the extended guarantee must be explicitly defined in the guarantee-agreement.
V. RETENTION OF TITLE, INTELLECTUAL PROPERTY, LIABILITY (§§ 16–21)
§ 16 RETENTION OF TITLE
(1) In accordance with para. 449 (1) BGB, the delivered goods shall remain the property of D&D until full payment of all amounts due under the contract. Ownership of the delivered goods shall not pass to the customer until the purchase price has been paid in full.
(2) The customer is obligated to handle the goods subject to retention of title ("Reserved Goods") with the care of a prudent businessperson. The customer shall, at its own expense, insure the Reserved Goods against all customary risks, including theft, loss, and damage, and shall, upon request, provide D&D with proof of such insurance. All insurance claims in this respect are hereby assigned to D&D in advance.
(3) The customer is entitled to resell the Reserved Goods in the ordinary course of business; however, this is permitted only under the condition that the claims arising from such resale, corresponding to the value of the Reserved Goods, are assigned to D&D. The customer is not authorized to pledge the Reserved Goods, transfer ownership by way of security, or take any other action that may jeopardize D&D’s ownership rights, as long as the goods have not been paid for in full.
(4) If the Reserved Goods are resold by the customer after being combined (para. 947 BGB), mixed (para. 948 BGB) or processed (para. 950 BGB) with other goods that are not owned by D&D, the customer hereby assigns to D&D any claims arising against the purchaser to the extent of the value of the Reserved Goods. This value is equal to the net sale price agreed between D&D and the customer for the delivered Reserved Goods, plus a flat security surcharge of 10%.
(5) The customer is hereby revocably authorized to collect the assigned claims on behalf of D&D, as a fiduciary. D&D is entitled at any time to revoke this authorization, as well as the right to resell the Reserved Goods, particularly if the customer is in default with significant obligations, such as payment obligations to D&D. In the event of such a revocation, D&D is entitled to immediately collect the assigned claims and take all necessary measures to enforce those claims.
(6) If the Reserved Goods are combined (para. 947 BGB), mixed (para. 948 BGB) or processed (para. 950 BGB) with other items, D&D shall acquire co-ownership of the resulting or new item in accordance with the legal provisions, in proportion to the value of the Reserved Goods compared to the other processed or combined items at the time of processing. The same provisions that apply to the goods delivered under retention of title shall apply to the new item resulting from processing or combination.
(7) If the Reserved Goods are combined with other items within the meaning of para. 947 (1) BGB, D&D shall acquire co-ownership of the new item in proportion to the value of the Reserved Goods compared to the other items at the time of combination. If the combination is such that the customer's item is to be regarded as the main item under para. 947 (2) BGB, it is hereby agreed that the customer shall assign to D&D co-ownership of the resulting item in the corresponding proportion. The co-ownership shall be held by the customer in trust for D&D.
(8) The customer is obligated to provide D&D with all necessary information regarding the Reserved Goods, as well as any claims that have been assigned to D&D, upon request at any time. If a third-party gains access to the Reserved Goods or asserts claims against them, the customer is obligated to inform D&D immediately and provide the necessary documentation. The customer must inform the third party of D&D’s retention of title. The customer shall bear all costs associated with defending against such access or claims.
(9) In the event that D&D withdraws from the contract in accordance with para. 449 (2) BGB, D&D is entitled, without prejudice to other rights, to reclaim the Reserved Goods and to dispose of them in order to satisfy outstanding claims against the customer. The customer agrees to provide D&D or its representatives with immediate access to the Reserved Goods and to return them.
(10) If the value of the provided securities exceeds the secured claims by more than 10%, D&D is obligated, upon request of the customer, to release part of the securities. The selection of the securities to be released is at D&D's sole discretion.
(11) In the case of deliveries to jurisdictions where the above-mentioned retention of title provisions does not have the same legal effect as in the Federal Republic of Germany, the customer agrees to take all necessary actions to grant D&D the corresponding security rights without delay. The customer will, at its own expense, take all necessary steps, such as registration, notification, or other legally required actions, to ensure the validity and enforceability of D&D's security rights in the respective jurisdiction.
§ 17 INTELLECTUAL PROPERTY RIGHTS
(1) D&D retains all ownership, copyright, and other intellectual property rights in all illustrations, calculations, drawings, and other documents provided within the scope of this contract. This also applies to all documents received by the customer that relate to D&D's intellectual property.
(2) The customer may only disclose or make public the intellectual property rights mentioned in the previous paragraph to third parties with the express written consent of D&D, regardless of whether these documents are marked as confidential by D&D or not.
(3) The sale of goods does not grant the customer any license or rights to patents owned or managed by D&D, or to patents for which D&D holds licenses. This restriction particularly concerns the right to use, reproduce, or distribute patents. However, this does not mean that the customer is not authorized to use or sell the goods delivered under this contract that may be covered by a patent.
(4) The customer agrees to promptly inform D&D of any third-party claims related to intellectual property rights concerning the goods delivered by D&D. D&D is entitled, but not obligated, to assume the legal defense at its own expense and under its own responsibility.
(5) The customer and/or the end user is strictly prohibited from examining, modifying, reconstructing, reproducing, or otherwise obtaining underlying technical information, trade secrets, or copyrights of D&D through reverse engineering, de-assembly, disassembly, decompilation, or similar processes, unless explicitly agreed in writing. Violations of this prohibition entitle D&D to claim damages and, where applicable, demand a contractual penalty.
§ 18 LIABILITY
(1) D&D shall only be liable – subject to further contractual or statutory liability requirements – for damages caused by intentional or grossly negligent conduct. For slight negligence in the breach of a material contractual obligation, the fulfillment of which is essential to the purpose of the contract, D&D shall be liable only if the damage was foreseeable at the time of the conclusion of the contract and is typical of the contract. In this case, liability is limited to the foreseeable and typically occurring damage at the time of the conclusion of the contract.
(2) The liability exclusions and limitations contained in this clause do not apply in cases where D&D has assumed a warranty for the quality of the goods within the meaning of para. 444 BGB, where a defect has been fraudulently concealed within the meaning of para. 123 BGB, in cases of damage to life, body, or health under para. 823 BGB, in the event of a violation of data protection regulations, particularly the GDPR, or in cases of liability under the Product Liability Act (Produkthaftungsgesetz) or other mandatory legal provisions that provide for liability irrespective of fault.
(3) In the case of a breach of a pre-contractual obligation or an obstacle to performance already existing at the time of the conclusion of the contract within the meaning of para. 311 (2) and 311a BGB, D&D shall only be liable for the negative interest, unless the damage was caused intentionally or through gross negligence.
(4) To the extent that D&D’s liability is excluded or limited under these terms, this also applies to the personal liability of D&D’s organs, legal representatives, employees, as well as other agents and assistants of D&D
(5) These GTC do not include any provisions that alter or transfer the statutory burden of proof in any way.
(6) To the extent that D&D is not liable due to fraud, intent, or gross negligence, or the claim of the customer has not already become time-barred, the customer must bring a claim for damages within six (6) months after the rejection of the claim for damages. Any longer statutory limitation periods for the customer’s claim remain unaffected.
§ 21 THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS
(1) If D&D manufactures products based on drawings, specifications, or other instructions provided by the customer, the customer warrants that the manufacture, delivery, and use of the products do not infringe any third-party rights, particularly intellectual property rights such as patents, trademarks, utility models, or copyrights.
(2) In this case, the customer agrees to indemnify and hold D&D harmless from all third-party claims arising from such intellectual property infringements and to compensate D&D for any damages and necessary expenses incurred in this regard, including reasonable legal costs.
(3) For products that are not based on customer-specific instructions but were developed or selected by D&D, D&D warrants that the contractual use of the products in the country of delivery will not infringe any known third-party intellectual property rights. However, a comprehensive legal intellectual property review is not owed.
(4) If the contractual use of the delivered products is impaired due to an alleged or established intellectual property infringement in the country of delivery, D&D will, at its sole discretion and at its own expense, either secure the right for the customer to use the products or modify or replace the product so that no intellectual property rights are infringed and the agreed function is preserved.
VI. TERMINATION OF CONTRACT, SPECIAL CIRCUMSTANCES (§§ 22–25)
§ 22 FORCE MAJEURE
(1) To the extent that a party is prevented from fulfilling its contractual obligations due to force majeure, this shall not be considered a breach of contract. In such cases, the deadlines specified in the contract shall be reasonably extended by the duration of the hindrance.
(2) Force majeure refers to unforeseeable and unavoidable events or circumstances that lie outside the affected party’s sphere of influence. These include, but are not limited to, all types of significant operational disruptions, fire, natural disasters, epidemics, pandemics, extreme weather events, floods, government actions, official orders, blockades, war and other military conflicts, mobilization, civil unrest, terrorist attacks, strikes, lockouts or other labor disturbances (including those affecting suppliers), seizures, embargoes, or similar circumstances.
(3) The parties shall be released from their obligations under these contractual terms to the extent that the affected party can demonstrate that the impediment to performance arose outside its sphere of influence and occurred after the conclusion of the contract.
(4) The affected party shall take all reasonable and necessary measures to minimize the effects of the force majeure event and to resume the fulfillment of its contractual obligations as soon as reasonably possible.
(5) The affected party shall inform the other contracting party in writing without delay, but no later than within 10 working days, of the occurrence of the impediment as well as its end.
(6) The parties shall cooperate in good faith to find a solution that enables the fulfillment of the contractual obligations despite the occurrence of force majeure.
§ 23 SUSPENSION
(1) If the delivery date is postponed by the customer, the deliveries and/or services from D&D will occur at the adjusted dates accordingly.
(2) If the suspension lasts longer than six (6) months, the parties are obligated to agree on the next steps and any additional costs (e.g., storage fees, price increases). D&D is entitled to charge the customer for any additional costs arising from the delay. A written agreement will be made regarding the continuation of delivery and any associated costs if the suspension lasts longer than six (6) months.
§ 24 TERMINATION OF THE CONTRACT
(1) The customer is entitled to terminate the contract at any time, prematurely. The termination must be made in writing and communicated to D&D by registered mail with acknowledgment of receipt at least twenty (20) business days before the desired termination date.
(2) Upon receipt of the termination notice, D&D will immediately take the following steps:
a) cease the performance of the contract,
b) ensure the proper protection of the materials,
c) refrain from placing new orders with subcontractors or suppliers, except for services necessary to protect the materials mentioned above.
(3) In the event of a termination of the contract by the customer in accordance with § 648 of the BGB, the customer agrees to reimburse D&D for all costs incurred up to the time of termination, as agreed in the contract. This includes, in particular, services already rendered, material costs, and finished or semi-finished products created or procured under the contract. D&D will provide the customer with a detailed statement of the costs incurred up to the point of termination.
(4) In addition to reimbursing the costs already incurred as per para. (3), D&D is entitled to a lump-sum compensation in the event of termination by the customer in accordance with § 648 BGB, amounting to 5 % of the portion of the agreed performance that has not yet been rendered.
(5) D&D is entitled to sell or otherwise utilize materials and parts procured under the contract that can no longer be used after termination. The customer's obligation to compensate for such materials does not apply if the utilization of the materials is carried out after consultation with the customer and under fair conditions.
(6) Upon request by D&D, the customer agrees to return all materials, goods, or documents already delivered, which were provided for the performance of the contract.
§ 25 DEFENSE OF UNCERTAINTY
(1) If, after conclusion of the contract, justified doubts arise regarding the solvency or creditworthiness of the customer, D&D shall be entitled, in accordance with para. 321 BGB, to suspend the performance of ongoing orders and deliveries until the customer, upon request, provides appropriate security or otherwise dispels such doubts.
This shall also apply in cases where the relevant circumstances already existed at the time of contract conclusion but were not known to D&D and could not reasonably have been known. In the event of such uncertainty, and without prejudice to any further statutory rights, D&D shall be entitled to demand advance payments or the provision of adequate securities for outstanding deliveries.
(2) If the customer fails to provide adequate security within a reasonable period, D&D is entitled, in accordance with para. 321 BGB, to withdraw from the contract pursuant to para. 323 BGB. The withdrawal does not release the customer from liability for damages already incurred. In addition, all statutory or contractual claims of D&D remain unaffected.
(3) The customer agrees to compensate D&D for any damages arising from the non-performance of the contract.
VII. CONFIDENTIALITY AND DATA PROTECTION (§§ 26–27)
§ 26 CONFIDENTIALITY, NON-DISCLOSURE
(1) All business, commercial, or technical documents, information, and data, including personal data, that become known to the customer in connection with this business relationship or otherwise in the course of contract performance, are to be treated as strictly confidential. The customer undertakes to protect this information and data with appropriate confidentiality measures to prevent unauthorized access by third parties.
(2) Disclosure may only be made to those individuals within the customer’s organization who need this information to perform the obligations of the contract and who have also been formally obligated to maintain confidentiality in writing.
(3) These information remain the exclusive property of D&D. Without the prior express consent of D&D, these information may not be used for purposes other than fulfilling this contract, reproduced, or commercially exploited. The customer undertakes to treat all information received in the course of this contractual relationship as confidential, even after the contract has ended.
(4) This confidentiality obligation does not apply to information that:
a) is generally known at the time of disclosure or becomes generally known without the fault of the customer,
b) was already known to the customer prior to the conclusion of this contract,
c) must be disclosed at the request of a public authority or another authorized third party, in which case the customer must promptly inform D&D about the request.
(5) The confidentiality obligations remain in effect even after the termination of this contract, unless the information has since become publicly known or is subject to other statutory provisions.
§ 27 DATA PROTECTION
(1) D&D processes personal data only to the extent necessary for contract execution and based on the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). The processing specifically serves to fulfill contractual obligations and communicate with the contracting parties.
(2) Data subjects have the right to request information about the personal data stored, to have it rectified, deleted, or to object to its processing. Furthermore, there is the right to withdraw consent to data processing at any time. For inquiries regarding these rights, please contact the responsible entity referred to in para. (4).
(3) Further information on the processing of personal data and the rights of data subjects can be found in the privacy policy, which is available at www.dango-dienenthal.de/data-protection.
(4) The data controller within the meaning of applicable data protection laws, in particular the EU General Data Protection Regulation (GDPR), is:
DANGO & DIENENTHAL Management GmbH
Hagener Straße 103
57072 Siegen
Germany
(5) The external data protection company appointed within the DANGO & DIENENTHAL organization is:
GINDAT GmbH
Mr. Arndt Halbach
Wetterauer Straße 6
42897 Remscheid
Germany
(6) In the context of the business relationship, personal data will be collected and processed based on the General Data Protection Regulation (GDPR). In accordance with the information obligation under Art. 13 (1) GDPR, the "Data Protection Notices for Business Partners" apply.
VII. FINAL PROVISIONS (§§ 28–32)
§ 28 JURISDICTION
(1) All disputes arising out of or in connection with this agreement, as well as any other contractual relationships, including their validity, shall be settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS), excluding ordinary legal proceedings. The place of arbitration shall be Siegen, Germany. The number of arbitrators shall be three. The language of the proceedings shall be German and/or English.
(2) Notwithstanding the arbitration clause, both parties reserve the right to apply for provisional or protective measures at the competent courts, to the extent required by applicable law.
(3) For the enforcement of an arbitral award or decision of the arbitral tribunal, both parties reserve the right to have the award enforced through the ordinary legal route in the competent courts.
(4) The contracting party explicitly agrees to the application of the Arbitration Rules of the German Institution of Arbitration (DIS) in accordance with para. (1) of this clause. A separate agreement regarding arbitration is not required, unless the contracting party explicitly objects to the arbitration agreement.
(5) For all disputes related to the execution and/or validity of the contract that are not subject to arbitration, the exclusive jurisdiction shall be the location of D&D in Siegen, Germany, unless another jurisdiction is mandated by applicable law. This applies particularly to disputes that, due to mandatory statutory provisions, are not subject to arbitration. The customer has the right to sue the contractor at their own general place of jurisdiction. However, D&D remains entitled to also bring legal action before the customer’s courts.
§ 29 APPLICABLE LAW
(1) All contractual relationships between the parties shall be governed exclusively by the law of the Federal Republic of Germany.
(2) The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(3) Conflict of law rules that would lead to the application of another legal system (including renvoi) shall not apply.
(4) Should mandatorily provisions of another jurisdiction exceptionally apply, the validity of the remaining contractual provisions shall remain unaffected; in addition, German law shall apply.
§ 30 SEVERABILITY CLAUSE
(1) If one or more provisions of these GTC are or become invalid or unenforceable, the validity of the remaining provisions and the contractas a whole shall remain unaffected.
(2) The invalid or unenforceable provision shall be replaced by a legally permissible provision that comes closest to the economic purpose of the invalid provision. If such a provision cannot be established, the statutory provision most favorable to the supplier shall apply.
§ 31 REQUIREMENT OF WRITTEN FORM
(1) Contracts between the parties must be in writing. There are no oral side agreements, unless they are confirmed in writing.
(2) Any waiver of the written form requirement must also be made in writing.
§ 32 FINAL PROVISIONS
(1) The place of performance for all obligations arising from the contractual relationship is the supplier's registered office, 57072 Siegen, Germany, unless a different place of performance is agreed upon in the contract.
(2) The General Terms and Conditions are drafted in both German and English. In the event of discrepancies or contradictions between the German and English versions of the GTC, the German version shall prevail.
GENERAL TERMS & CONDITIONS OF PURCHASE
I. APPLICABLE CONDITIONS
We place orders exclusively based on our General Terms and Conditions, unless expressly agreed otherwise. Other conditions do not become part of the contract, even if we do not expressly object to
them. The acceptance of delivery or performance does not imply our agreement with the seller's or supplier's general terms and conditions.
II. ORDER
Only orders and agreements issued in writing are binding for us. All agreements made in connection with the placement of orders – especially subsequent modifications and supplementary agreements of any kind – require our written confirmation for their validity. Our written order alone determines the scope of delivery and/or performance. Acknowledgment of orders must be confirmed in writing upon receipt. We do not recognize any conflicting or deviating terms of the contractor from our purchasing conditions unless we have expressly accepted these terms in writing on a case-by-case basis.
Execution of our order is considered acceptance of our conditions. If prices are not agreed upon beforehand in exceptional cases, they must be definitively stated in the order confirmation. We reserve the right of objection and withdrawal.
III. PRICES
The agreed prices are fixed prices and are exclusive of the applicable value-added tax, free to the place of use, including packaging and freight costs. If a price is agreed as "ex works" or "ex warehouse," we only bear the most favorable freight costs. All costs incurred until handover to the carrier, including loading and exclusively roll fees, are to be borne by the contractor. The agreement on the place of performance is not affected by the type of price stipulation. We reserve the right to accept or reject over-deliveries or under-deliveries.
IV. TRADE CLAUSES
The interpretation of trade clauses is governed by the INCOTERMS in the version valid at the conclusion of the contract.
V. SUBJECT OF DELIVERY
The delivered item must correspond to the intended use and the latest state of technology. If there are standards for the delivered item and/or its components, they are to be observed in the following order:
- DANGO & DIENENTHAL factory standards (WN ...) and manufacturing specifications according to (SN 200) ISO, IEC, EN, DIN, VDE as well as technical regulations by other rule setters.
- VBG accident prevention regulations
- Act on Technical Equipment (Equipment Safety Act)
- Machinery Safety DIN EN 292 and DIN EN 294
In individual cases where deviations from a standard or the specified hierarchy are necessary, the contractor must obtain our written approval. Our acceptance does not affect the contractor's warranty obligations. Fundamental safety and health requirements for the design and construction of machines according to the valid EC Machinery Directives must be complied with. All required documentation, declarations, inspections, and markings thereafter are also part of our scope of delivery.
VI. DELIVERY DATES AND DELAY
Partial deliveries and/or deliveries before the agreed date require our prior approval. Any additional costs resulting from early shipment or partial delivery, such as freight, etc., are to be borne by the contractor unless these deliveries have been expressly requested by us, and we have expressly agreed to bear the costs. If the contractor realizes that they cannot meet a delivery deadline, they must inform us immediately to allow for alternative arrangements.
Agreed delivery dates are binding. In the event of a contractor's delay in performance, after a set deadline, we are entitled, at our discretion, to demand subsequent delivery and compensation for late delivery, or instead of fulfillment, claim damages for non-fulfillment and withdraw from the contract.
If the contractor is responsible for exceeding the delivery time or inadequate performance, they are liable to pay a penalty if this has been stipulated in our order. Payment of the penalty does not absolve the obligations for proper performance or reimbursement of further damages.
VII. WARRANTY
The contractor guarantees that all deliveries/services comply with the latest state of technology, relevant legal provisions, and regulations and guidelines of authorities, employers' liability insurance associations, and professional associations, and, if provided, comply with our drawings and specifications. If deviations from these regulations are necessary in individual cases, the contractor must obtain our written approval, which does not limit their obligation to rectify the situation.
The contractor undertakes to use environmentally friendly products and procedures within their deliveries/services and also in deliveries or additional services from third parties within economic and technical capabilities. The contractor is liable for the environmental compatibility of the delivered products and packaging materials and for any consequential damages resulting from the violation of their legal disposal obligations. Upon request, the contractor will provide a quality certificate for the delivered goods.
If the item is defective, the contractor must promptly and at no cost, including all incidental expenses, rectify the defect either by repair or by replacing the defective parts at our choice. In addition, we retain the statutory claims, particularly rights to rescind, reduce the purchase price, demand replacement delivery, and/or claim damages.
If the contractor fails to fulfill their warranty obligation within a reasonable period set by us, we may, at our discretion, undertake necessary measures at their expense and risk, regardless of their warranty obligation, or have these actions taken by a third party. In urgent cases, after consulting with the contractor, we may carry out or have a third party carry out the rectification. Minor defects may be rectified by us for the sake of uninterrupted production without prior coordination, and the expenses may be charged to the contractor, without affecting the contractor's warranty obligations. The same applies if unusually high damages are imminent.
Unless otherwise agreed in individual contracts, the obligation for rectification ends 24 months after acceptance of the delivered item by us or transfer to the third party designated by us at the specified reception or usage location.
VIII. ENVIRONMENTAL AND ACCIDENT REGULATIONS
The contractor is obligated to take all necessary environmental and accident prevention measures concerning the delivered item and to consider all official and legal requirements. We have the right to demand a certificate from the relevant employers' liability insurance association, confirming compliance with all accident prevention provisions.
IX. SHIPMENT
Shipments must comply strictly with our respective shipping instructions and must be notified to us no later than the day of shipment.
Unless otherwise agreed in individual contracts, the contractor is responsible for the loading and shipping document labor and material costs as per the pricing stated under IV.
Shipments must comply with the freight weights determined by the railway or by our calibrated scales. Specified weights must be indicated in all shipment documents. For call-off deliveries or if stored at our request, proper storage and insurance are to be ensured at the contractor's expense.
Invoices, delivery notes, and shipment notifications must be sent to us in a proper manner. Our order numbers and other notes related to the order must be stated in the shipment notifications, consignment notes, parcel labels, and in the written correspondence.
The contractor is liable for any consequences resulting from incorrect freight declarations. Shipment notifications must be submitted immediately upon dispatch of each individual shipment. If the specified receiving station, department, order number, subject note, or issue note are missing in the shipping documents, all costs resulting from this omission will be borne by the contractor.
X. THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS
The contractor guarantees that the delivery and use of the delivered item do not infringe on any thirdparty rights, especially patents, utility models, copyrights, and competition rights, and will indemnify us from any claims brought by third parties.
XI. DRAWINGS, DESIGN DOCUMENTS, MODELS, TOOLS
Drawings and other documents, devices, models, tools, and other manufacturing equipment provided to the contractor remain our property. Ownership of tools, models, and other manufacturing equipment paid for by us transfers to us.
These items may not be scrapped or made accessible to third parties, e.g., for manufacturing purposes, without our written consent. They may not be used for purposes other than those contractually agreed upon, such as delivery to third parties. The contractor is responsible for careful storage of these items at their expense during the contract execution.
The maintenance, repair, and partial renewal of the aforementioned items are subject to the agreements made between us and the contractor.
We reserve all rights to drawings produced based on our instructions or products as well as to procedures developed by us.
XII. ASSIGNMENT, OFFSET AND RETENTION RIGHTS
Assignment of claims against us is only permissible after we have given prior written consent. This also applies to silent assignments. The contractor is not entitled to offset alleged claims against our company without our prior consent, unless the claim is undisputed or has been legally established.
The contractor's right to retention is excluded unless it is based on the same contractual relationship.
XIII. PLACE OF PERFORMANCE, JURISDICTION, APPLICABLE LAW
The place of performance for the delivery is the specified receiving location by us.
The place of performance for payment is the order address specified in the purchase order. Siegen is the exclusive place of jurisdiction for deliveries and payments.
The law of the Federal Republic of Germany applies. The application of the Vienna UN Convention on Contracts for the International Sale of Goods dated April 11, 1980 (UN Convention) is excluded. The Vienna UN Convention only applies if expressly agreed upon between the parties.
XIV. PAYMENT, INVOICING
Payment is made, unless otherwise agreed, at our discretion, 14 days after receipt of the goods and the invoice with a 3% discount or at the end of the month following the delivery without deduction of any discount. We expressly reserve the right to make payments through bank transfer, our own acceptances, or customer bills, at our discretion. For the acceptance of acceptances or customer bills, we compensate at the respective central bank discount rate.
The contractor is obliged to attach a tax exemption certificate copy to each invoice for construction services. Should the tax exemption certificate be missing, we will withhold a tax at the prevailing rate from the gross invoice amount.
XV. STATUTE OF LIMITATIONS
Claims against us arising from or in connection with the order expire two years after the date of receipt of the delivery and the invoice.
XVI. MISCELLANEOUS
Drawings from the contractor concerning machine parts, etc., subject to wear and tear, as well as overview drawings and similar documents, must be provided to us free of charge. This grants us the right to use these drawings for creating spare parts, modifications, and the like, either by ourselves or by third parties contracted by us.
Claims arising from the violation of the supplier's rights are in all cases excluded.
No compensation is granted for visits, planning work, and the like. Submission of offers is always free of charge.
If individual provisions of these purchase conditions are legally invalid, the purchase conditions remain valid in all other respects; the contracting parties are obliged to replace the invalid provision with a valid agreement that comes closest to their economic purpose.