I. Validity/Offers

1. These General Terms and Conditions of Sale apply to all contracts and other services, including future ones. The buyer’s terms and conditions do not bind us, even if we do not expressly object to them again after receipt.

2. Our offers are subject to change without notice. Agreements, in particular verbal side agreements, promises, guarantees, and other assurances made by our sales staff, become binding only upon our written confirmation.

3. The documents included in the offer, such as drawings, illustrations, technical data, references to standards and statements in advertising materials do not constitute specifications of quality, assurances of properties or guarantees unless they are expressly designated as such in writing.

4. Deviations of the delivery item from offers, samples, trial and preliminary deliveries are permissible in accordance with the applicable DIN/EN standards or other relevant technical standards and within the tolerances customary in the industry.

II. Prices

1. Unless otherwise agreed, our prices are ex works, excluding packaging, plus VAT.

2. In the event of an increase in production costs, the current prices at the time of delivery shall be charged.

3. When accepting small orders, we reserve the right to charge minimum flat rates, even per item.

4. The prices do not include the costs for packaging, freight, loading and unloading, transport, insurance, installation, assembly, and commissioning. These costs shall be borne by the buyer. Within the scope of legal regulations, we will accept the return of packaging supplied by us if the buyer returns it to us freight-free within a reasonable period of time.

III. Payment and settlement

1. Our invoices are due no later than 5 days after the invoice date for partial deliveries corresponding to the service provided. For large commercial customers, we grant a net payment term of 30 days for ongoing business relationships. For payments within 10 days of the invoice date, we grant a 2% discount. Payment must be made within these deadlines so that the amount required to settle the invoice is available to us no later than the due date. The buyer shall be in default no later than 10 days after our invoice becomes due, without the need for a reminder. Exceptionally agreed cash discounts or rebates shall lapse if our invoice is not fully settled, or if other outstanding invoices exist at the time of payment. Workshop and service work, tool costs, expenses, etc. are due immediately net.

2. Invoices for amounts under EUR 50.00 (Euro) as well as for assembly, repairs, molds and tool costs are due immediately and payable net.

3. Counterclaims that are disputed by us or have not been legally established shall not entitle the Buyer to retention or offsetting.

4. If the payment deadline is exceeded, at the latest from the date of default, we are entitled to charge interest at the current bank rates for overdrafts, but at least 8 percentage points above the base interest rate. We reserve the right to assert further damages for default.

5. If, after conclusion of the contract, it becomes apparent that our payment claim is jeopardized by the buyer’s inability to pay, we are entitled to the rights under Section 321 of the German Civil Code (BGB) (defendant of uncertainty). We are then also entitled to declare all claims from the ongoing business relationship with the buyer due and to revoke the collection authorization in accordance with Section V/5. In the event of default in payment, we are also entitled to demand the return of the goods after expiry of a reasonable grace period and to prohibit the resale and further processing of delivered goods. Taking back the goods does not constitute withdrawal from the contract. The buyer can avert all these legal consequences by paying or providing security in the amount of our jeopardized payment claim. The provisions of the Insolvency Code remain unaffected by the above provisions.

6. An agreed discount always refers only to the invoice value excluding freight and requires the full settlement of all outstanding liabilities of the buyer at the time of the discount.

7. Objections to our invoicing, account statements, account reconciliations, etc. must be submitted in writing within a three-week deadline after receipt of the relevant document. Timely dispatch of the notification is sufficient. Failure to submit an objection within the time limit will be deemed approval of the invoice. If an obvious inaccuracy subsequently emerges, particularly in the case of calculation errors, both the customer and we may demand correction based on legal regulations.

IV. Delivery times

1. Delivery periods and deadlines are deemed met if the delivery item has left our premises by the expiry date. Services are not due if the customer has not yet provided the necessary cooperation or has not yet made an agreed advance payment. In these cases, binding delivery dates and deadlines only begin upon the completion of the cooperation or upon receipt of the advance payment.

2. Our delivery obligation is subject to correct and timely delivery to us, unless the incorrect or delayed delivery is our fault.

3. Our delivery times are given to the best of our ability, but are not binding. Delivery periods will be extended appropriately in the event of events beyond our control, provided that such obstacles demonstrably have a significant impact on the production or delivery of the delivery item. Customer withdrawal, even in the event of delay, or claims for damages due to delay are excluded. Any type of operational disruption, including power or raw material shortages, strikes, or other measures interfering with operations – including official measures – as well as all cases of force majeure, entitle us to cancel our delivery obligations in whole or in part. This does not give rise to a claim for damages by the customer or a liability for recourse on our part. 
4. In the event of delays in performance due to obstacles beyond our control, unforeseeable at the time of conclusion of the contract, or operational disruptions that have a significant impact on the production or delivery of the contract item, the delivery period will be extended by the time until they are resolved. This also applies if such circumstances occur with subcontractors and we are not at fault for precautionary measures or assumption of liability.

5. Reminders and extensions of deadlines to us by the customer must be in writing.

V. Retention of title

1. All delivered goods remain our property (reserved goods) until all claims arising from the business relationship have been settled, regardless of the legal basis, including future or conditional claims. With regard to entrepreneurs, the retention of title also applies to conditional and future claims arising from ongoing business relationships, regardless of the legal basis of the claims.
2. Processing and working of the reserved goods is carried out for us as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without obligating us. The processed goods are considered reserved goods within the meaning of Section V/1. If the buyer processes, combines or mixes the reserved goods with other goods, we shall acquire joint ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires due to combination or mixing, the buyer hereby transfers to us the ownership rights to the new inventory or item to which he is entitled, in the amount of the invoice value of the reserved goods, and shall store them for us free of charge. The co-ownership rights arising hereunder shall be deemed to be reserved goods within the meaning of Section V/1.

3. The buyer may only sell the reserved goods in the ordinary course of business under its normal terms and conditions and as long as it is not in default, provided that the claims from the resale are transferred to us in accordance with clauses V/4 to V/6. The buyer is not entitled to any other disposition of the reserved goods.

4. The buyer’s claims from the resale of the reserved goods are hereby assigned to us. They serve as security to the same extent as the reserved goods. If the reserved goods are sold by the buyer together with other goods not sold by us, the assignment of the claim from the resale shall apply only to the amount of the resale value of the respective reserved goods sold. In the case of the sale of goods in which we have co-ownership shares in accordance with Section V/2, the assignment of the claim shall apply to the amount of these co-ownership shares.

5. The buyer is entitled to collect claims from the resale until we revoke this right at any time. We will only exercise this right of revocation in the cases specified in Section III/5. At our request, the buyer is obligated to immediately notify its customers of the assignment to us – unless we do so ourselves – and to provide us with the information and documents necessary for collection.

6. The buyer must notify us immediately of any seizure or other interference by third parties.

7. If the value of existing securities exceeds the total secured claims by more than 50%, we are obliged to release securities of our choice at the request of the buyer.

8. If the customer defaults on payment or fails to fulfill their obligations under the retention of title, we may demand the return of the goods after a reasonable period of time and, by offsetting the proceeds against the purchase price, either sell them privately or offset them at market or purchase value less reasonable processing costs. This repossession shall only be considered a withdrawal from the contract in the case of installment transactions by a consumer.
9. The goods and the claims replacing them may not be pledged to third parties, transferred or assigned as security before our claims have been paid in full.
10. In the case of repair/renewal/processing orders or work contracts, we shall have a contractual lien on the items that came into our possession as a result of the order due to our claims from this order and from previous orders.

VI. Execution of deliveries

1. Upon handover of the goods to a freight forwarder or carrier, but no later than upon leaving the warehouse or – in the case of drop shipments – the delivery plant, the risk for all transactions, including carriage paid and free-to-door deliveries, passes to the buyer. The obligation and costs of unloading are borne by the buyer. We will only arrange insurance at the buyer’s instruction and expense.

2. We are entitled to make partial deliveries within reasonable limits. For custom-made goods, over- or under-deliveries of up to 10% of the agreed quantity are permissible.

3. For call-off orders, we are entitled to manufacture or have manufactured the entire order quantity. Any requests for changes cannot be considered after the order has been placed unless this has been expressly agreed. Unless otherwise agreed, call-off dates and quantities can only be met within the scope of our delivery or production capabilities. If the goods are not called off as contractually agreed, we are entitled to invoice them as delivered after the expiration of a reasonable grace period. If no final date has been agreed, we are entitled to demand payment of the remaining amounts no later than one year after conclusion of the contract.

4. For exchanges of goods for reasons beyond our control, we charge a pro rata processing fee of 10% of the value of the goods, but at least €15. This policy applies only to stock or standard goods that can be resold immediately.

VII. Liability for defects

1. Complaints about defects must be submitted to us in writing. Subject to the following terms and conditions, we provide a warranty to businesses and consumers in accordance with statutory provisions. In the event of a justified, immediate complaint, we may, at our discretion, remedy the defect or deliver a defect-free item (subsequent performance). If subsequent performance fails or is refused, the buyer may reduce the purchase price or, after setting and unsuccessfully expiring a reasonable period of time, withdraw from the contract. If the defect is not significant, the buyer is only entitled to a reduction in price.

2. We will only assume expenses related to subsequent performance if we are responsible for them in the individual case due to our fault or under the warranty. In particular, such expenses must be reasonable in relation to the purchase price of the goods. We will not assume expenses resulting from the goods being transported to a location other than the buyer’s registered office or branch, unless this would be consistent with their contractual use.

3. As long as the buyer does not give us the opportunity to verify the defect, in particular if he does not provide us with the goods in question or samples thereof upon request, he cannot invoke defects in the goods.

4. Further claims are excluded in accordance with Section VIII. This applies in particular to claims for compensation for damages not caused by the goods themselves (consequential damages).

5. Warranty claims will not be recognized if – after leaving our premises – the damage is due to the goods being repaired or otherwise processed by third parties, or being used for a purpose other than intended, or if the operating instructions, manufacturer’s specifications, or other generally known rules were not observed.
6. Recourse claims are recognized within the framework of the statutory provisions. Public statements by our customers that give rise to consumer claims release us from our obligations if the statements deviate from our specifications and are not approved by us.
7. Returns require our prior approval in each individual case.

VIII. General limitation of liability and limitation period

1. We are liable for breaches of contractual and non-contractual obligations, in particular for impossibility, delay, fault in the initiation of the contract, and tortious acts – including for our senior employees and other vicarious agents – only in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time the contract was concluded. Liability for slight negligence is excluded in cases of insignificant breaches of duty and breaches of non-essential contractual obligations. Further claims are excluded; this applies in particular to claims for compensation for damages that did not occur to the goods themselves (consequential damages).
2. These limitations do not apply in the event of culpable breaches of essential contractual obligations, insofar as the achievement of the contractual purpose is endangered, in cases of mandatory liability under the Product Liability Act, in the event of injury to life, limb, or health, and also not if and to the extent that we fraudulently concealed defects in the item or guaranteed their absence. The rules regarding the burden of proof remain unaffected.

3. Unless otherwise agreed, contractual claims that the buyer may have against us arising from or in connection with the delivery of the goods shall expire one year after delivery of the goods. This period also applies to goods that were used for a building in accordance with their usual purpose and caused its defects, unless this purpose was agreed in writing. Our liability for intentional and grossly negligent breaches of duty, as well as the limitation period for statutory recourse claims, remain unaffected. In cases of subsequent performance, the limitation period does not begin to run again.

IX. Copyrights

1. We reserve ownership and copyright to cost estimates, drafts, drawings, technical solution proposals, recipes, product development and improvement, and other documents; they may only be made accessible to third parties with our consent. Drawings and other documents pertaining to offers must be returned upon request.

2. If we have delivered items based on drawings, models, samples, or other documents provided by the buyer, the buyer guarantees that third-party intellectual property rights are not infringed. If third parties prohibit us, in particular, from manufacturing and delivering such items, citing intellectual property rights, we are entitled – without being obliged to examine the legal situation – to cease all further activity in this regard and, if the buyer is at fault, to demand compensation. The buyer also undertakes to immediately indemnify us against all related third-party claims.

3. Upon request, the customer is obligated to promptly provide us with all information necessary to assert our rights or to submit the relevant documents. Drawings, samples, molds, etc. produced by us must be returned to us upon request, and in any case without request if the order is not placed with us.

4. If we deliver items based on the customer’s specifications or documentation, the customer guarantees that third-party intellectual property rights are not infringed and indemnifies us against any third-party claims.
X. Test parts, molds, tools

1. If the buyer is required to provide parts for the execution of the order, they must be delivered to the production facility in a timely manner, free of charge, and free of defects, in the agreed quantity, or, if not, with a reasonable additional quantity for any rejects. Failure to do so will result in any resulting costs and other consequences being borne by the buyer. For tools, molds, and other manufacturing equipment provided by the customer, our liability is limited to the same level of care as in our own affairs. The customer shall bear the costs of maintenance, care, and any insurance.

2. The production of test parts and tools, as well as manufacturing and modification costs for molds, are borne by the customer. Unless otherwise agreed, tools and other equipment required to manufacture ordered parts remain our sole property. Unless otherwise confirmed, the tooling costs charged are pro rata.

3. The accuracy of the manufactured molds and other technical devices must be confirmed in writing by the customer before production begins. Samples of all mold calibers will be provided. The customer’s confirmation of accuracy, even if it is provided indirectly, e.g., in the form of order call-offs, is binding for us for the start of production, without the need for additional verification on our part.

4. For tools, molds, and other manufacturing equipment provided by the buyer, our liability is limited to the care we would exercise in our own case. The buyer shall bear the costs of maintenance and care. Our obligation to retain the goods expires – regardless of the buyer’s ownership rights – no later than two years after the last production using the mold or tool.

5. Tools and samples normally remain our property and in our possession at all times, without any obligation to retain them, regardless of the customer’s ownership rights.

XI. Place of performance, jurisdiction and applicable law

1. The place of performance for our deliveries and their payment is our premises, i.e., Frankfurt am Main. The place of jurisdiction for merchants is the registered office of our head office, i.e., Frankfurt am Main. We may also sue the buyer at his or her place of jurisdiction.

2. In addition to these terms and conditions, all legal relationships between us and the buyer shall be governed by German law, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.

3. Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the legal validity of the remaining provisions. The contracting parties are obligated to replace the invalid provision with a provision that most closely approximates the economic purpose of the invalid provision.

4. In accordance with data protection law, we would like to point out that we store data about business partners and use it in the context of our cooperation.

XII. Authoritative version

In case of doubt, the German version of these General Terms and Conditions of Sale shall prevail.

Status: May 2006