General Terms and Conditions

1. Recognition of the terms of delivery and payment: The following terms and conditions apply to companies, legal entities under public law and special funds under public law. They apply exclusively to all deliveries and services based on all current and future contracts. Deviating terms and conditions of the customer which we do not expressly recognise in writing are not binding for us, even if we do not expressly object to them or if we carry out deliveries and services without reservation in the knowledge of deviating terms and conditions of the customer
2. Offer and conclusion of contract: Our offers are always subject to change. Orders only become binding when we confirm them in writing. This also applies to orders received by our representatives. Supplements, amendments or verbal collateral agreements require our written confirmation in order to be valid
3. Call-off orders: Unless otherwise agreed, call-off orders must be accepted within six months of the first delivery. If the customer fails to call off the goods in due time despite a reminder and setting of a grace period, we shall be entitled to invoice the entire order without prior delivery and without the goods having to be fully completed, but which must be completed upon full payment by the customer. Under the projections above, we are also entitled to refrain from completing the goods in whole or in part and - insofar as we do not fulfil the order thereafter - to claim damages for loss of profit up to 10% of the agreed price. We reserve the right to claim higher damages. However, the customer is entitled to prove to us that we have incurred no or significantly less damage. If ordered goods are not called off despite a reminder and the setting of a grace period, the customer shall bear the storage costs incurred
4. Tools: We undertake to keep tools for one year after the last delivery. If the customer informs us before the expiry of this period that orders will be placed within a further year, the retention period shall be extended by a further year. After this period and in the absence of repeat orders, we may freely dispose of the tools. For orders that are cancelled in the development stage or in the start-up period, we reserve the right to invoice the costs incurred. The costs incurred for the initial tool set will be invoiced before the samples are released and the costs incurred for the entire series tools, special equipment and gauges will be invoiced after the samples have been released. The tools invoiced shall be available to the customer for inspection for four weeks and shall be scrapped after this period has expired. Completed stage plans and design drawings of the tools are not subject to inspection by the customer in order to protect the processes used
5. Prices: Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex works Heiligenhaus, excluding packaging, plus statutory VAT. Small orders with a net order value of less than EUR 250.00 shall be subject to a processing fee of EUR 39.00 (minimum quantity surcharge). The usual discounts do not apply. In the case of customised products, the price is calculated on the basis of the calculated production costs. Our prices are based on the purchase price of the raw materials required to manufacture the purchased item
6. Delivery period and delay: The delivery period shall be agreed individually or specified by us upon acceptance of the order. If we are unable to meet binding delivery periods for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery period. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the customer. A case of non-availability of the service in this sense shall be deemed to be in particular the failure of our supplier to deliver to us in good time if we have concluded a congruent hedging transaction, if neither we nor our supplier are at fault or if we are not obliged to procure in the individual case. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In latch, however, a reminder from the customer is required. If we are in default of delivery, the customer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the customer has suffered no damage at all or only a significantly lower damage than the projected lump sum. The rights of the customer in accordance with § 10 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected. Partial deliveries are permitted
7. Dispatch and transfer of risk: We shall dispatch the goods at our discretion by track, post or forwarding agent. If the customer requests dispatch of the goods to him or another location, the risk of accidental loss or accidental deterioration of the goods shall pass to him as soon as they leave our factory. If dispatch is delayed for reasons for which the customer is responsible, the risk shall pass on the day on which the goods are ready for dispatch. The shipping costs shall be calculated according to the scope (weight/size) of the goods ordered and shall be borne by the customer
8. Packaging: We shall select the packaging at our best discretion and charge it at cost price. We shall take back transport packaging without the customer being entitled to a credit note if he returns it to our registered office in Heiligenhaus at his own expense
9. Claims for material defects: The statutory provisions shall apply to the rights of the customer in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all latches, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed goods to a consumer, even if the consumer has further processed them (supplier recourse pursuant to §§ 478 BGB). Claims arising from supplier recourse are excluded if the defective goods have been further processed by the customer or another company, e.g. by installation in another product. Quantitative deviations of 5% upwards and downwards are permissible in our deliveries. The basis of our liability for defects is primarily the agreement made on the quality of the goods. If the quality has not been agreed, the statutory provisions shall be used to assess whether or not there is a defect (§ 434 para. 1 sentences 2 and 3 BGB). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements) to which the customer has not drawn our attention as being decisive for his purchase. The customer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). In the case of goods intended for installation or other further processing, an inspection must in any case be carried out immediately before processing. If a defect is discovered during delivery, inspection or at any later time, we must be notified immediately in writing. In any case, obvious defects must be reported in writing within 8 working days of delivery at the latest and defects not recognisable during the inspection must be reported in writing within the same period from discovery. If the customer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported or not reported in good time or not reported properly shall be excluded in accordance with the statutory provisions. If the delivered item is defective, we may initially choose whether to provide subsequent fulfilment by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent fulfilment under the right-hand version remains unaffected. We are entitled to make the subsequent fulfilment owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a reasonable part of the purchase price in proportion to the defect. The purchaser must give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the goods complained about for inspection purposes. In the latch of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. Subsequent performance shall not include the removal of the defective item or its reinstallation if we were not originally obliged to install it. We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the customer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the customer. In urgent latches, e.g. if operational safety is jeopardised or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to demand reimbursement from us of the expenses objectively necessary for this purpose. We must be notified immediately, if possible in advance, of any such self-remedy. The right of self-remedy does not exist if we would be entitled to refuse a corresponding subsequent fulfilment in accordance with the statutory provisions. If the subsequent fulfilment has failed or a reasonable deadline to be set by the customer for the subsequent fulfilment has expired unsuccessfully or is dispensable in accordance with the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. However, in the case of an insignificant defect, there is no right of cancellation. Claims of the purchaser for damages or reimbursement of futile expenses shall only exist in accordance with § 10 even in the case of defects and are otherwise excluded
10. Other liability:
    Unless otherwise stated in these GTCS, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions. We shall be liable for damages - irrespective of the legal grounds - within the frame of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), a) for damages resulting from injury to life, body or health, b) for damages resulting from the breach of a material contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this latch, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.
    The limitations of liability resulting from paragraph 2 shall also apply in the event of breaches of duty by or in favour of persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act. The customer may only withdraw from the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of cancellation on the part of the customer (in particular in accordance with §§ 650, 648 BGB) is excluded. Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery
11. Payment: Our invoices, including partial deliveries, are payable free of postage and charges, net within 30 days of the invoice date. In the case of cashless payment, the date of crediting shall be decisive. Agreements on special terms of payment are only binding after our written confirmation. Such terms shall only be granted if all due payment obligations from previous deliveries have been fulfilled and the invoice amount has been paid punctually on the aforementioned due date. The customer shall be in default upon expiry of the projected payment deadline. The amount owed shall bear interest at the applicable statutory default interest rate during the period of default. We reserve the right to claim further damages caused by default. Our claim against merchants for commercial maturity interest (§ 353 HGB) remains unaffected. The customer is only entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's counter-rights shall remain unaffected
12. Retention of title: We retain title to all goods delivered until all claims arising from the business relationship with the customer have been fulfilled. The customer is entitled to sell these goods in the ordinary course of business as long as he fulfils his obligations arising from the business relationship with us in good time. However, he may neither pledge the reserved goods nor assign them as security. In the latch of a resale, the customer hereby assigns to us all claims arising from such a resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of our authorisation to collect the claim ourselves, the customer shall remain authorised to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and insofar as the customer fulfils his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments. Any processing or treatment of the goods subject to retention of title shall always be carried out by the customer on our behalf. If the reserved goods are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or mixed items at the time of processing or mixing. If our goods are combined or inseparably mixed with other movable items to form a substantive item and if the other item is to be regarded as the main item, the customer shall transfer co-ownership to us on a pro rata basis insofar as the main item belongs to him. The customer shall hold the property or co-ownership for us. In all other respects, the same shall apply to the item resulting from processing or connection or mixing as to the goods subject to retention of title. The customer must inform us immediately of any enforcement measures by third parties against the goods subject to retention of title, the claims assigned to us or other securities, handing over the shims necessary for an intervention. If the value of the existing securities exceeds the secured claims by more than 10% in total, we shall be obliged to release securities of our choice upon request
13. Place of fulfilment, place of jurisdiction, applicable law: The place of fulfilment is the location of our registered office. The place of jurisdiction for disputes with customers who are registered traders, legal entities under public law or special funds under public law is also our place of business. However, we reserve the right to take legal action at the customer's place of business or residence. The law of the Federal Republic of Germany shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Status 06.2024