General terms and conditions

§ 1 Scope

1. Our terms of sale apply exclusively. We do not recognise the purchaser’s conditions that are contradictory or deviating from our terms of sale. Our terms of sale also apply if we unreservedly proceed, fully aware of the purchaser’s conditions that are contradictory or deviating from our terms of sale.

2. All agreements struck between us and the purchaser, up to the conclusion of this contract, are written down in this contract (including these terms of sale).

3. Our terms of sale only apply toward companies in the sense of § 310 Sec. 1 BGB (German Civil Code).

4. Our terms of sale also apply for all of our future business with the purchaser.

§ 2 Quotation

1. If the order should be qualified as a quotation in accordance with § 145 BGB, we can accept this within 2 weeks.

2. With the exception of representatives of our integrated company, none of our employees is authorised to agree to contractual changes in a form other than written, via fax or email.

3. Unless it can be otherwise determined in the contractual content, our order confirmation is authoritative.

4. We retain property and copyrights on illustrations, diagrams, calculations and other documentation. This applies in particular for any written documentation that is labelled as “confidential”. Prior to its dissemination to third parties, the purchaser requires our expressed written agreement.

§ 3 Terms of payment

1. Insofar as nothing else arises from the order confirmation, our prices apply “ex factory”, excluding packaging; this is invoiced separately.

2. The legal value-added tax is not included in our prices; it is indicated separately on the invoice in the legal amount on the day of invoice.

3. Insofar as nothing else arises from the order confirmation, the purchase price plus legal value-added tax is due within 30 days of the date of invoice without any deduction. The legal regulations concerning the consequences of default apply.

4. The purchaser is only entitled to set-off rights if their counterclaims are determined to be valid, uncontested or recognised by us. They are only authorised for the exercise of a right of retention if their counterclaim is based on the same contractual relationship and is determined to be uncontested or valid.

§ 4 Delivery time

1. The beginning of the delivery time indicated by us presupposes the clarification of all technical questions.

2. The compliance with our delivery commitment additionally presupposes the timely and orderly fulfilment of the purchaser’s obligations, particularly the adduction of the documentation, approvals and releases to be acquired by the purchaser, and the entrance of an agreed-upon down payment, if applicable. If delays result in this respect, the delivery time is extended proportionally. The objection of the non-fulfilled contract remains reserved.

3. If the purchaser enters into default of acceptance or they culpably injure other obligations to cooperation, we are entitled to demand compensation for the damages that we have accrued thus far, including any additional expenditure. Additional claims on our part remain reserved.

4. As long as the preconditions from Sec. (3) are present, the risk of accidental destruction or accidental deterioration of the purchase item transfers to the purchaser at the point in time in which they have entered into default of acceptance or default (of the debtor).

5. If the non-observance of the delivery time is attributable to higher power, labour disputes or other events that lie beyond our sphere of influence, then the delivery time is extended proportionally. This also applies if the circumstances arise with subcontractors and they are demonstrably influential on the observance of the delivery time. We will inform the purchaser immediately of any such circumstances.

6. We are also free from responsibility for the occurrences indicated in Section (5) if they arise during already existing delays. In this case the delay is suspended for the duration of the occurrence.

7. If the underlying purchase agreement is a firm deal in the sense of § 286 Sec. 2 No. 4 BGB or of § 376 HGB (German commercial code), the scope our liability conforms to the legal conditions. This applies accordingly, insofar as the interest of the purchaser in the remaining contract fulfilment is discontinued as a consequence of a delivery delay for which we are responsible.

8. If we have culpably injured a significant contractual duty or the delay of delivery is based upon a deliberate or grossly negligent injury of contract for which we are responsible, the scope of our liability likewise conforms to the legal conditions. Our liability to pay damages is limited to the foreseeable, typically arising damages unless we are charged with intent. An indebtedness of our representatives or vicarious agents should be attributed to us.

9. In all other cases we are liable for delay of delivery in the scope of a lump-sum compensation for each completed week in the amount of 0.5 %, however a maximum of 5 % of the value of the part of the delivery with respect to which we are in delay.

§ 5 Delivery

1. Insofar as nothing else results from the order confirmation, the delivery is agreed upon as “ex factory”. Packaging and shipping costs go to the encumbrances of the purchaser and increase the purchase price.

2. Separate agreements apply for the return of packaging.

3. Insofar as the purchaser desires it, we will cover the delivery with transport insurance as long as the costs accrued are borne by the purchaser.

4. Partial deliveries are allowed as long as reasonable for the purchaser.

5. Deliveries must also be accepted by them if they exhibit insignificant defects, as long as reasonable for the purchaser.

§ 6 Liability for defects

1. Claims for defects by the purchaser presuppose that they have complied in an orderly manner with their obligations to inspections and complaints according to § 377 HGB.

2. If the subsequent improvement causes disproportionate expenditure, the claim to fault clearance is excluded. In all other cases we are obligated - as long as a defect is present in the purchase item - to subsequent fulfilment in the form of fault clearance or to delivery of a new, fault-free item, according to our choice. In the case of fault clearance we are obligated to bear all necessary expenditure, particularly transport, shipping, labour and material costs. If the purchase item was sent to a different location than the place of fulfilment, the additional costs for the fault clearance arising thereof must be borne by the purchaser.

3. If the subsequent fulfilment fails, then the purchaser is entitled to withdrawal or to demand a price reduction, according to their choice.

4. If the purchaser makes applicable damage claims - for whatever reasons - for damages that have not occurred to the delivery object itself, we are only liable:

a) with intent or gross negligence;
b) with deficiencies that we have fraudulently concealed or whose absence we have guaranteed;
c) with culpable loss of life or injuries to the body or health; and
d) with culpable injury of a significant contractual duty, in this case, however, limited to the foreseeable, typically-occurring damages.

5. Our binding liability according to the Product Liability Law remains unaffected.

6. Insofar as nothing deviating is regulated in the preceding, our liability is excluded.

7. The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This does not apply insofar as longer periods are prescribed according to § 438 Sec. 2 (Malice) BGB.

§ 7 Liability for the remainder

1. Liability for damages extending further than prescribed in § 6, is excluded - without consideration of the legal nature of the applicably made claim. This applies in particular for damage claims from indebtedness upon conclusion of contract because of special breaches of duty (particularly the breach of collateral duties) or because of tort claims to compensation for property damage in accordance with § 823 BGB.

2. For claims because of a defect of the item not based in the period of limitation, a cut-off period of 18 months, beginning from recognition of the damage and the injuring party.

3. The limitation according to Sec. (1) also applies as long as the purchaser demands reimbursement of useless expenditure instead of a claim to compensation for damages in place of the performance.

4. Insofar as the liability for damages towards us is excluded or limited, this also applies in regard to the personal liability for damages of our employees, appointees, co-workers, representatives or vicarious agents.

5. If special tools are commissioned, the order amount may be exceeded or undercut by 10 %, however at least by 1 piece.

§ 8 Commercial proprietary rights

1. Insofar as nothing else is agreed upon, our obligation is limited to the delivery to the country and place of delivery, free from commercial proprietary rights and copyrights (“PROPRIETARY RIGHTS”) of third parties.

2. If the use of the delivery object leads to the injury of PROPRIETARY RIGHTS, we are obligated to provide the purchaser the right to further use or to modify the delivery object in a reasonable manner for the purchaser in such a way that the injury of proprietary right no longer exists. If this is not possible at economically proportionate terms and in a commensurate period, we are entitled withdrawal from the contract.

3. The purchaser is obligated to immediately inform us in writing about claims being made applicable by third parties.

4. The purchaser is liable for ensuring that documentation to be procured by the purchaser, like drawings, gauges, samples and the like, and deliveries to be produced on the basis of this documentation do no interfere with the PROPRIETARY RIGHTS of third parties; we are not obligated to check whether PROPRIETARY RIGHTS of third parties are injured in regard to the documentation furnished by the purchaser.

§ 9 Retention of ownership

1. We reserve the ownership of the purchase item until entrance of all payments from the business relationship with the purchaser. With conduct of the purchaser that is contrary to the contract, particularly with default of payment, we are entitled to take back the purchase item. Upon retraction of the purchase item, there is a withdrawal from the contract on our part. We are authorised to sale of the purchase item after retraction; the proceeds of sale are to be deducted from the commitments of the purchaser - minus appropriate costs for recovery.

2. The purchaser is obligated to handle the purchase item with care; they are obligated in particular to sufficiently insure against fire, water and theft damages it at new value at their own expense. Insofar as maintenance and inspection work is necessary, the purchaser must conduct this at their own expense on a timely basis.

3. With securities or other involvement of third parties, the purchaser must immediately inform us in writing so that we can resolve complaints in accordance with § 771 ZPO (Code of Civil Procedure). Insofar as the third party is not in position to reimburse us the legal and out-of-court costs of a complaint according to § 771 ZPO, the purchaser is liable for the loss that we accrue.

4. The purchaser is entitled to resell the purchase item in the orderly course of business; however they must immediately surrender all claims to us in the amount of the recognised balance (including value-added tax) of our claims that they have accrued from the resale to their purchaser or third party, and that is independent of whether the purchase has been resold with or without subsequent treatment. The purchaser remains authorised to consolidation of this claim even after surrender. Our authority to collect the claim ourselves remains unaffected thereof. We are, however, obligated to not extract the claim as long as the purchaser complies with their payment duties from the received proceeds of sale, does not enter into default of payment and, in particular, has not been issued a petition for the opening of settlement or solvency proceedings or bankruptcy is present. If this is the case, however, we can demand that the purchaser make their accrued claims and their debtors known to us, report all necessary information for collection, hand over the corresponding documentation and inform the debtors (third parties) of the surrender.

5. We will release the securities owing to us at the purchaser’s request as long as they have exceeded the viable value of our securities by more than 10 %; the selection of securities to be released remains reserved by us.

§ 10 Jurisdiction

1. The jurisdiction is the responsible jurisdiction for the location of the supplier. We are, however, entitled to take action against the purchaser in the court of their domicile.

2. The law of the Federal Republic of Germany applies (excluding the provisions over private international law); the application of the UN Convention on Contracts for the Sale of International Goods is excluded.

3. Insofar as nothing else results from the order confirmation, Winterlingen is the place of fulfilment.