General Terms and Conditions
Adolf Mohr Maschinenfabrik GmbH & Co. KG (hereinafter "Adolf Mohr")
1. These General Terms and Conditions of Sale and Delivery (“General Terms and Conditions”) shall apply for all sales and
deliveries of goods (“Good”) of Adolf Mohr. The Customer acknowledges their application by placing an order or by accepting
the delivery. Adolf Mohr does not acknowledge terms and conditions contradicting or deviating from these General Terms and
Conditions, even if Adolf Mohr does not expressly object to them.
2. Statements and information contained in the general product documentation and price lists of Adolf Mohr - whether in
electronic or another form - are only binding to the extent as the contract expressly refers to them.
Drawings and descriptions
3. Drawings and technical documents concerning the Good or its manufacture provided by one party to the other before or after
contract conclusion remain the property of the party providing them. If a party receives drawings, technical documents or other
technical information, then that party may not, without consent of the providing party, use them for any purpose other than that
for which they were provided. They may not be used, copied, reproduced, given or disclosed to third parties without consent
of the providing party.
4. Adolf Mohr provides details and drawings free of charge to Customer at the latest by the time of delivery and which enable
Customer to set up the Good, take it into operation and maintain it. Documents not available until setup and taking into
operation are promptly submitted subsequently in the case of delivery of special machines or complex plants which are set up
and taken into operation by Adolf Mohr itself or on behalf of Adolf Mohr. The agreed quantity of such instructions and
drawings must be handed over, but at least one copy of each. Adolf Mohr is not obligated to procure workshop drawings for
the Good or for replacement parts. Furthermore, Adolf Mohr excludes the aforesaid documentation obligation for replacement
5. Unless agreed otherwise, acceptance tests agreed in the contract are conducted at the place of manufacture during normal
working hours. If the contract contains no provisions regarding technical details of the acceptance tests, then the acceptance
tests shall be governed by existing general practice of the industry concerned in the country of manufacture.
6. Adolf Mohr bears all costs for the acceptance tests carried out at the place of manufacture. However, Customer must bear all
travel and boarding costs for his representatives incurred in connection with acceptance tests. Customer must moreover at his
own expense provide necessary and suitable materials for the acceptance test to Adolf Mohr if these are requested by Adolf
Delivery, Passage of risk
7. In the absence of special delivery clauses in the contract, all deliveries are made EXW manufacturing plant of Adolf Mohr
(INCOTERMS 2010). Customer is responsible for his own appropriate transport packaging. Agreed delivery clauses shall be
interpreted in accordance with the INCOTERMS valid as at contract conclusion.
8. If in the case of a delivery ex-works, Adolf Mohr obligates itself at Customer's request to ship the Good to its destination, then
the risk shall pass at the latest to Customer when the first forwarding agent receives the Good. A transport insurance shall be
taken out only upon request and at the expense of Customer.
9. Partial deliveries are permissible unless agreed otherwise.
Delivery period, Delays
10. If, instead of a fixed delivery date, the parties have agreed on a period by when the delivery must be made, then the period begins upon conclusion of the purchase contract, conclusion of all official formalities, settlement of all payments due at contract conclusion, the provision of agreed securities as the case may be, and the fulfilment of other agreed preconditions.
11. The foreseeable delivery date stated by Adolf Mohr is always non-binding unless the parties specify a delivery date in writing
or by special agreement.
12. Fulfilment of the delivery date and /or the delivery period requires that Customer has timely informed or made available to
Adolf Mohr all necessary information and documentation for the carrying out of the delivery. The delivery date and/or the
delivery period are observed if the delivery is ready for shipment at the date or within the period and Customer has been
notified of this.
13. Default in delivery by Adolf Mohr always requires a written warning from Customer.
14. Events that are unforeseeable, unavoidable and outside the control and sphere of influence of Adolf Mohr and for which Adolf
Mohr does not bear responsibility, such as acts of God, war, natural disasters or labor disputes, shall release Adolf Mohr for
the duration of such event from its obligation to make timely delivery or to perform timely. Delivery and performance periods
and dates, as the case may be, shall be extended or rescheduled, as applicable, by the length of such disturbance, and
Customer shall be informed of the occurrence of such disturbance in a reasonable manner. If the end of such disturbance is
not foreseeable, or should it continue for more than three months, each party is entitled to rescind the contract.
15. If deliveries by Adolf Mohr are delayed, Customer shall only be entitled to rescind the contract if Adolf Mohr is responsible for
the delay and a reasonable grace period set by Customer has expired.
16. If Customer can foresee that acceptance of the Good at the delivery date will be impossible for him, then he must immediately
notify Adolf Mohr in writing, stating the reasons for this and, if possible, name the date at which he can accept the delivery.
17. If Customer does not accept the delivery on the delivery date, then he must nevertheless pay that part of the purchase price
due on delivery as though the delivery had taken place. Adolf Mohr must ensure storage of the Good at Customer's expense
and risk. On Customer’s request, Adolf Mohr must insure the Good at Customer's expense. All further rights of Adolf Mohr
18. Unless otherwise agreed, the purchase price is due after Adolf Mohr has declared to Customer that the Good is ready for
19. In the absence of a special agreement, prices apply from manufacturing plant of Adolf Mohr, exclusive however of packaging,
loading and shipping, as well as the respective statutory VAT. Customer shall bear any public charges such as possible
customs duties that may arise in connection with the import of the Good.
20. Irrespective of the payment means used, payment is then considered as made when the full invoice amount is irreversibly
credited to the account of Adolf Mohr.
21. Customer’s invoices shall be due for payment without any deductions within 14 days from the date of invoice; if this period for
payment lapses unsuccessfully, Customer will be in default. During default, Adolf Mohr is entitled to demand default interest in
the amount of 8% over the base rate of the European Central Bank. Any claims for further damages due to the default shall
22. In case of payment default, Adolf Mohr can after written notice to Customer, discontinue the fulfilment of its own duties until
the payments are received.
23. Customer can only withhold payments or set-off with counterclaims if his counterclaims are uncontested, ready for decision, or
have been finally adjudicated.
24. If Adolf Mohr becomes aware of the risk of Customer's impossibility to perform (mangelnde Leistungsfähigkeit) after
conclusion of the contract, Adolf Mohr shall be entitled to make outstanding deliveries only against prepayment or the
provision of security. If such prepayments or security have not been rendered even after the expiry of a reasonable grace
period, Adolf Mohr may partially or totally rescind individual or all of the affected contracts. Adolf Mohr shall remain entitled to
assert further rights.
Retention of Title
25. The Good remains the property of Adolf Mohr until all claims of Adolf Mohr arising from its business relationship with
Customer have been paid in full.
26. In the case of current accounts, this retention of title shall serve as security for the claim for the balance to which Adolf Mohr is
27. Customer shall only be allowed to sell the products subject to retention of title ("Retained Products") within normal and proper
business transactions. Customer is not entitled to pledge the Retained Products, grant chattel mortgages on them or make
other dispositions endangering Adolf Mohr's title to such products. Customer hereby assigns its receivables arising from the
resale of the products to Adolf Mohr, and Adolf Mohr hereby accepts such assignment. Should Customer sell the Retained
Products after processing or transformation or joining of such products with other goods, this assignment of receivables shall
only be agreed to for an amount equivalent to the price agreed to between Adolf Mohr and Customer plus a safety margin of
10 % of this price. Customer is granted the revocable authorization to collect in trust the claims assigned to Adolf Mohr in his own name. Adolf Mohr may revoke such authorization and the right to resell the products if Customer is in default of the
performance of material obligations such as making payment to Adolf Mohr.
28. Any processing or transformation of the Retained Products by Customer shall always be performed for Adolf Mohr. If Retained
Products are processed with other goods, Adolf Mohr shall acquire joint ownership of the new goods in the ratio of the value of
the Retained Products to the other processed goods at the time of processing. The new goods created by way of processing
shall be subject to the same provisions as applicable to the Retained Products.
29. Should the Retained Products be joined with other goods, Adolf Mohr shall acquire joint ownership of the new goods in the
ratio of the value of the Retained Products to the other goods at the date of joining. Should the joining of the goods occur in
such manner that Customer's goods are to be viewed as the main goods, it shall be deemed to be agreed that Customer
assigns proportionate joint ownership to Adolf Mohr. Customer shall hold the joint ownership created in such manner in
custody for Adolf Mohr.
30. Customer shall provide Adolf Mohr at all times with all desired information concerning the Retained Products or receivables
assigned to Adolf Mohr under this contract. Customer shall immediately notify Adolf Mohr of any attachments of or claims to
the Retained Products by third parties and shall provide the necessary documents in this regard. Customer shall at the same
time advise the third party of Adolf Mohr's retention of title. The costs of a defense against attachments and claims shall be
borne by Customer.
31. Customer is obliged to treat the Retained Products with care for the duration of the retention of title.
32. Should the realizable value of the securities exceed all of Adolf Mohr's claims that are to be secured by more than 10 %,
Customer shall be entitled to demand a release to such extent.
33. Should Customer be in default of material obligations such as payment to Adolf Mohr, and should Adolf Mohr rescind the
contract, Adolf Mohr may, notwithstanding any other rights, request surrender of the Retained Products and may make use of
them otherwise for the purpose of satisfying its matured claims against Customer. In such case, Customer shall grant Adolf
Mohr or Adolf Mohr's agents immediate access to the Retained Products and surrender the same.
34. In the case of deliveries to other jurisdictions in which the foregoing provisions governing the retention of title do not have the
same effect as in Germany, Customer shall do everything to create equivalent security rights for Adolf Mohr without undue
delay. Customer shall cooperate in all measures such as registration, publication, etc. that are necessary and beneficial to the
validity and enforceability of such security rights.
35. On Adolf Mohr’s demand, Customer is obliged to appropriately insure the Retained Products, provide Adolf Mohr with the
respective proof of such insurance and assign the claims arising under such insurance to Adolf Mohr.
Liability for defects
36. Upon passing of the risk, the Good shall be of the agreed quality; the quality will exclusively be determined by the specific
written agreements concerning the characteristics, features and specifications of the Good.
37. Adolf Mohr reserves the right to change the Good slightly with regard to its construction, material and/or finish to the extent its
agreed characteristics are not changed hereby.
38. Irrespective of any possible rights due to defects of the Good according to the provisions set forth below, Customer shall be
obliged to also accept a Good having insignificant defects. A repeat of the acceptance tests according to Clause 5 can only be
demanded by Customer in the case of significant defects.
39. Customer's rights in case of defects of the Good shall require that he inspects the Good upon delivery without undue delay
and notifies Adolf Mohr of any defects in writing and without undue delay, but no later than two weeks following delivery;
hidden defects must be notified to Adolf Mohr in writing without undue delay upon their discovery. The notification must
describe the defect.
Customer must immediately notify Adolf Mohr in writing if the defect could cause further damages. Customer is obliged to
compensate all damages that could arise from omitting this notification.
40. In the event of a notification of a defect, Adolf Mohr shall have the right to inspect and test the Good to which objection was
made. Customer will grant Adolf Mohr the required period of time and opportunity to exercise such right. Adolf Mohr can also
demand Customer to send the defective part or Good back to Adolf Mohr.
41. If Customer has notified Adolf Mohr of a defect and no defect can be determined for which Adolf Mohr is liable, then Customer
must compensate Adolf Mohr for all occurred costs in this connection.
42. Adolf Mohr shall be entitled to remove the defect at its option by remedying the defect or, alternatively, by delivering a
replacement, both free of charge to Customer (together "Subsequent Performance"). Defects are removed by repair of
defective parts of the Good or their new delivery. Customer shall give Adolf Mohr the necessary reasonable time and
opportunity for the Subsequent Performance.
43. Customer must ensure, at its own expense, the removal and installation of the Good, insofar as this is necessary to remedy
44. Unless agreed otherwise, Customer must bear all additional costs (e.g. freight and transport costs) within Subsequent
Performance and incurred by Adolf Mohr as the case may be, due to the fact that the location of the Good differs from the
place where the risk has passed to Customer according to Clause 7 and 8.
45. To the extent Customer is entitled according to statutory provisions to a reduction on the purchase price, then the reduction
may in no case exceed 15% of the purchase price.
46. Adolf Mohr is not liable for defects founded in materials provided by Customer or a construction stipulated by Customer.
47. Adolf Mohr is only liable for such defects that arise under the contractually foreseen operating conditions and in orderly use of
Adolf Mohr is not liable for defects founded in: Poor maintenance, improper setup, erroneous repair by Customer or third
parties commissioned by Customer, the usage of improper accessories or unsuitable spare parts, or alterations without Adolf
Mohr's written approval. Adolf Mohr's liability moreover does not extend to normal wear and tear.
48. The limitation period for Customer's claims for defects shall be twelve months beginning with the delivery of the Good to
Customer. The provisions on the statute of limitations of Section 479 BGB shall remain unaffected. For damage claims of
Customer due to reasons other than defects of the Good or for rights of Customer with respect to defects concealed in bad
faith or caused intentionally, the statutory limitation period shall apply.
49. If a defect on a part of the Good is remedied, then Adolf Mohr is liable for defects of the delivered replacement parts or
repaired parts to the same conditions and for the same period as for the original Good. For all other parts, the period stated in
Clause 48 will only extend for the duration of the disrupted operation of the Good caused by the defect.
Limitation of Liability, Damage Compensation
50. Adolf Mohr’s obligation to pay damages shall be limited as follows: For damages caused by a breach of a material contractual
obligation, Adolf Mohr shall only be liable up to the amount of the typically foreseeable damage at the time of entering into the
contract. Adolf Mohr shall not be liable for damages caused by a breach of a non-material contractual obligation.
This limitation of liability does not apply to damages caused intentionally or by gross negligence, in the case of culpable injury
to life, body or health, nor to any liability under the German Product Liability Act and in case of any further mandatory liability. It
also does not apply to damages due to concealment in bad faith and to the extent Adolf Mohr has assumed a guarantee.
51. The Customer shall take all reasonable measures necessary to avert and reduce damages.
52. If Customer sells the Good, whether unchanged or changed, whether after processing, transformation or joining with other
goods, Customer shall indemnify Adolf Mohr in their internal relationship against any product liability claims of third parties if
and to the extent Customer was liable for the defect leading to the liability towards third parties.
Special conditions for computer software
53. If the delivery of computer software is concerned which is supplied with mechanical, electrical
and/or electronic products of Adolf Mohr and/or which are determined for such, irrespective of whether they are delivered
together with the machine on separate data carriers or which have already been pre-installed or provided as download, or
which are made available at a later date as so–called updates or upgrades, for example, the CONDITIONS OF USE FOR
COMPUTER SOFTWARE from Adolf-Mohr Maschinenfabrik GmbH & Co. KG apply in addition to these General Terms and
54. Amendments and supplements to the General Terms and Conditions must be made in writing. The same shall apply to the
amendment of this written form requirement. Reference in these General Terms and Conditions to the term “written” can also
mean trough E-mail, to the extent the parties have not agreed otherwise.
55. If a provision of the contract or these General Terms and Conditions is invalid, in whole or in part, the validity of the remaining
provisions shall remain unaffected hereby.
56. Exclusive venue for any and all disputes arising from or in connection with the parties' contractual relationship shall be
Frankfurt am Main.
57. The laws of the Federal Republic of Germany shall apply to these General Terms and Conditions and the parties' contractual
relationship to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).