General Terms and Conditions of Sale and Delivery
Kollmorgen Control Technology GmbH, D-51109 Cologne, Germany

Scope of the Terms and Conditions

1. Deliveries, services and offers in commercial business transactions as well as in business transactions with legal entities under public law and special funds under public law shall be subject exclusively to the following terms and conditions.

2. The terms and conditions shall also apply to subsequent transactions, even if no reference is made thereto upon conclusion of the subsequent transaction.

3. Any terms and conditions of the customer to the contrary shall only apply if this has been agreed in writing.

4. KOLLMORGEN reserves the right to make technical improvements to its products in terms of design, dimensions, weight, material and form.

5. KOLLMORGEN reserves all industrial property rights and copyrights for the products, designs, samples, services, illustrations, software and other documents provided by KOLLMORGEN.

II Prices and Terms of Payment

1. The prices are ex works Cologne plus the legal value added tax. End customers from Germany and abroad as well as resellers from abroad shall pay in advance.

2. Payments are to be made net within 30 days of the invoice date.

3. The customer is not entitled to withhold payments because of incomplete total delivery, possible guarantee or warranty claims or non-substantial defects.

4. Default of payment occurs after receipt of a reminder or, if no reminder was sent, 30 days after the invoice date.

5. If the Customer is in default of payment, KOLLMORGEN shall be entitled, without prejudice to any further rights, to charge interest on arrears at a rate of 5% above the prime rate of the Deutsche Bank or the prime rate of the European Central Bank replacing it, unless the Customer proves that the damage suffered is less.

6. The customer may only set off counterclaims that are undisputed or have been legally established or assert a right of retention due to such claims.

III Transfer of Risk

1. The risk shall pass to the Customer as soon as the goods leave the premises of KOLLMORGEN.

2. The mode of dispatch shall be left to KOLLMORGEN.

3. KOLLMORGEN shall insure the consignment against damage in transit and loss only at the express written request of the Customer and shall provide compensation only in this case.

4. In the event of an insured event, damage and loss must be reported to the transport insurer immediately after delivery of the consignment in order to safeguard any claims.

5. In the case of delivery with installation or assembly, the risk shall pass to the customer on the day of acceptance at its own premises or, if agreed, after faultless trial operation.

6. Deliveries shall be accepted by the customer, even if they show insignificant defects.

IV. Installation and assembly

Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:

1. The customer shall ensure and arrange in good time and at its own expense that
a) all earthwork, construction work and other ancillary work outside the industry, including the skilled and unskilled workers, building materials and tools required for this purpose,
b) the commodities and materials required for assembly and commissioning, such as scaffolding, lifting gear and other devices, fuels and lubricants,
c) energy and water at the point of use, including connections, heating and lighting,
d) sufficiently large, suitable, dry and lockable rooms at the place of assembly for the storage of machine parts, apparatus, materials, tools, etc. and adequate working and recreation rooms for the assembly personnel, including sanitary facilities appropriate to the circumstances; furthermore, the Customer shall take the same measures to protect the property of KOLLMORGEN and the assembly personnel on the site as it would take to protect its own property,
e) protective clothing and protective devices which become necessary as a result of special circumstances at the installation site are available.

2. Prior to the start of the assembly work, the customer shall provide, without being requested to do so, the necessary information on the location of concealed electricity, gas and water lines or similar installations, as well as the required structural data.

3. Before the start of assembly or erection, the materials and objects required for the start of the work must be available at the assembly or erection site and all preparatory work must have progressed to such an extent that assembly or erection can be started as agreed and carried out without interruption. Access roads and the installation or assembly site must be leveled and cleared. 4.

4. If assembly, erection or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Customer shall bear the reasonable costs incurred for idle times and any additional travelling of KOLLMORGEN or the erection personnel required.

5. The Customer shall immediately certify to KOLLMORGEN on a weekly basis the duration of the working time of the installation personnel as well as the completion of installation, assembly or commissioning.

6. If KOLLMORGEN demands acceptance of the delivery after completion, the Customer shall carry this out within two weeks. If this is not done, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have been effected if the Supplies have been put to use, if necessary after completion of an agreed test phase.

V. Retention of Title

1. The company KOLLMORGEN shall retain title to the delivered goods (reserved goods) until all claims have been fulfilled.

2. The Customer shall be entitled to sell the goods subject to retention of title only in the ordinary course of business and as long as the Customer is not in default of payment. Pledges and transfers of ownership by way of security are not permitted. 3.

3. The Customer hereby assigns to KOLLMORGEN by way of security any claims resulting from the resale of the reserved goods in the amount of the invoice value of the reserved goods.

4. In case of access of third parties to the goods subject to retention of title, the Purchaser shall point out the ownership of the Seller and notify the Seller without delay.

5. Costs and damages shall be borne by the Buyer.

6. The right of resale and use shall expire upon cessation of payments or application for insolvency proceedings.

VI. Delivery, Delay, Impossibility

1. Delivery dates and delivery periods must be in writing, with delivery periods commencing on the date of the order confirmation.

2. All delivery obligations shall be subject to KOLLMORGEN’s own timely delivery, provided that KOLLMORGEN is not at fault for the failure to deliver.

3. If a delivery period or delivery date cannot be met due to force majeure or other operational disruptions for which KOLLMORGEN is not responsible, the delivery period shall be extended for the duration of such events. In the event of such a delay in delivery by more than 1 month, the Customer and KOLLMORGEN shall be entitled to withdraw from the contract to the exclusion of any further rights.

4. In the event of non-compliance with the agreed delivery period through the fault of KOLLMORGEN, the Customer shall be entitled to withdraw from the contract after having granted a reasonable grace period. Claims for damages cannot be asserted by the customer in the event of slight fault. 5.

5. Partial deliveries are permissible and can be invoiced separately.

6. If the delivery is impossible, the Customer shall be entitled to claim damages, unless KOLLMORGEN is not responsible for the impossibility.

7. The Customer’s claim for damages shall, however, be limited to 10% of the value of that part of the delivery which cannot be put to the intended use due to the impossibility. This limitation shall not apply in cases of mandatory liability for intent, gross negligence or bodily injury; this does not imply a change in the burden of proof to the detriment of the customer. The right of the customer to withdraw from the contract remains unaffected.

VII Warranty, Compensation

KOLLMORGEN shall be liable for material defects as follows:
1. All those parts or services shall, at the discretion of KOLLMORGEN, be repaired, replaced or provided again free of charge which show a material defect within the limitation period – irrespective of the period of operation – provided that the cause of such defect already existed at the time of the passing of risk.

2. KOLLMORGEN offers to the specialized trade a warranty of 12 months (starting from delivery) on all products, accessories and repair work, unless otherwise provided for in the following.

3. The Customer shall immediately notify KOLLMORGEN in writing of any visible defects, otherwise the warranty obligation shall lapse.

4. Initially, KOLLMORGEN shall always be given the opportunity to remedy the defect within a reasonable period of time. If the subsequent performance fails, the Customer may, without prejudice to any claims for damages, withdraw from the contract or reduce the remuneration.

5. Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive use or due to special external influences not assumed under the contract, as well as in the case of non-reproducible software defects.

6. If the customer or third parties carry out improper modifications or repair work, there shall also be no claims for defects for these and the resulting consequences.

7. The Customer shall have no claim with respect to expenses incurred in the course of supplementary performance, including costs of travel, transport, labor, and material, to the extent that expenses are increased because the subject-matter of the Supplies has subsequently been brought to another location than the works of KOLLMORGEN, unless doing so complies with the normal use of the Supplies.

8. The Customer shall have statutory rights of recourse against KOLLMORGEN only to the extent that the Customer has not concluded any agreements with its customers exceeding the statutory claims for defects. No. 7 shall apply mutatis mutandis to the extent of the Customer’s right of recourse against KOLLMORGEN.

9. Repair work on products of KOLLMORGEN shall be carried out exclusively by KOLLMORGEN.

IX. Other claims for damages

1. Claims for damages by the customer, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and from tort, shall be excluded.

2. This shall not apply in cases of mandatory liability, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, body or health, or breach of a condition which goes to the root of the contract. However, damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless caused by intent or gross negligence or based on liability for injury of life, body or health. A change in the burden of proof to the detriment of the customer is not associated with the above provisions. 

3. Insofar as the customer is entitled to damage claims in accordance with this paragraph, these shall become statute-barred upon expiry of the limitation period applicable to material defect claims within 12 months.

X. Software

1. If the Customer is provided with software by KOLLMORGEN, the Customer is granted the non-transferable right, unlimited in time, to use this software in unmodified form for the purposes stated in the product description.

2. Software and the associated documentation may not be passed on to third parties – with the exception of operators authorized by the Customer. The customer may not manipulate programs or remove program parts.

3. Kollmorgen shall not be liable for any damage or loss of use which occurs in connection with the installation and use of the Software outside the scope of use defined and documented by Kollmorgen.

4. Kollmorgen shall compile all hardware and software packages supplied by it with the utmost care with regard to reliability, compatibility and sustainable longevity. So-called freeware software modules are also used. These are partly already pre-installed by our suppliers, e.g. as an operating system. Please note that we provide this software as free freeware. Therefore we do not take any responsibility for the actuality, correctness, completeness or quality of the provided software. Liability claims regarding damage caused by the use of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected. Liability for consequential damages is also excluded. A list of the software packages we use can also be found on our website.

We use the following software modules:


Non-free software packages that have their own licensing are:

Windows Server   
Image Magick