General Terms and Conditions

Here you will find our current General Terms and Conditions of Purchase & Sale. (stand 01.2025)

Please note:
Our revised GTC apply to all new contracts from January 1, 2025.

General Terms and Conditions of Purchase »

Section 1 Scope of application, form

1. These General Terms and Conditions of Purchase (GTC) apply to all business relationships with our business partners and suppliers ("Seller"). The GTC shall only apply if the Seller is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

2. The GTC apply in particular to contracts for the sale and/or delivery of movable goods ("goods"), irrespective of whether the Seller manufactures the goods himself or purchases them from suppliers (Sections 433, 650 of the German Civil Code (BGB)). Unless otherwise agreed, the GTC shall apply in the version valid at the time of the Buyer's order. The GTC shall also apply to all future deliveries, services or offers to the Seller, even if they are not separately agreed again.

3. These General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if the Seller refers to his General Terms and Conditions in the order confirmation and we do not expressly object to them.

4. Individual agreements (e.g. framework supply agreements, quality assurance agreements) and details in our order shall take precedence over the GTC. In case of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

5. Legally relevant declarations and notifications by the Seller in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing. Written form within the meaning of these GTC includes written and text form (e.g. letter, email). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.

6. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

Section 2 Purchases and orders, call-offs

1. Insofar as our offers (e.g. orders) do not expressly contain a binding period, we shall be bound to our offer for a period of 2 weeks after the date of the offer. Decisive for the timely acceptance is the receipt of the declaration of acceptance by us.

2. The Seller shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.

3. We are entitled to change the time and place of delivery as well as the type of packaging at any time by written notification with a notice period of at least 7 calendar days before the agreed delivery date. The same applies to changes to product specifications, insofar as these can be implemented within the normal production process of the Seller or the Manufacturer without significant additional expense, whereby in these cases the notification period according to the previous sentence is at least 2 weeks. We shall reimburse the Seller for any proven and reasonable additional costs incurred as a result of the change. If such changes result in delivery delays that cannot be avoided in the Seller's normal production and business operations with reasonable efforts, the originally agreed delivery date shall be postponed accordingly. The Seller shall notify us in writing in good time before the delivery date, but at least within 7 working days of receipt of our notification in accordance with sentence 1, of any additional costs or delays in delivery expected by him on the basis of a careful assessment.

4. We are entitled to withdraw from the contract at any time by written declaration stating the reason if

  • we can no longer use the ordered products in our business operations or can only use them at considerable expense due to circumstances occurring after conclusion of the contract for which the Seller is responsible (e.g. non-compliance with legal requirements), or
  • the financial circumstances of the Seller deteriorate after conclusion of the contract to such an extent that delivery in accordance with the contract cannot be expected.

5. Delivery call-offs from call-off delivery contracts shall become binding at the latest if the Seller does not object within one week of receipt of our delivery call-off. In the case of call-off contracts, a call-off period of 12 months shall be used as an approximate call-off time. Delivery call-offs can be made in text form (Section 126b of the German Civil Code (BGB)), e.g. by email, fax or remote data transmission.

6. The Seller is obliged to confirm our order in writing within a period of 10 calendar days or, in particular, to fulfil it without reservation by dispatching the goods (acceptance). Delayed acceptance shall be deemed a new offer and requires our acceptance.

Section 3 Prices and terms of payment

1. The price stated in the order is binding. The statutory value added tax is not included in the price and will be charged additionally at the statutory rate.

2. Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).

3. The agreed price shall be due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.

4. We do not owe any interest on arrears. In the event of default of payment, we shall owe default interest in the amount of 5 percentage points above the base interest rate in accordance with Section 247 of the German Civil Code (BGB). The statutory provisions shall apply to the occurrence of our default with the proviso that in any case a reminder in text form with a reasonable notice period of at least 14 calendar days by the Seller is required.

5. We shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we are still entitled to claims against the Seller arising from incomplete or defective services or performances.

6. The Seller shall only have a right of set-off or retention on the basis of legally established, undisputed or recognised counterclaims.

7. Our order number, article number, delivery quantity and delivery address must be stated in all order confirmations, delivery documents and invoices. Should delays occur due to a lack of such information, our payment deadlines shall be extended by the period of the delay.

8. Costs for packaging are included in the price, unless expressly agreed otherwise. If, according to the agreements made, the price does not include the packaging costs and the remuneration for the packaging is not expressly specified, this shall be charged at the verifiable cost price.

Section 4 Delivery time and delay in delivery

1. The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be 2 weeks from conclusion of the contract. The Seller is obliged to inform us immediately in writing if he is unlikely to be able to meet agreed delivery times - for whatever reason. Early delivery is not permitted unless we expressly agree to it.

2. If the day on which the delivery must be made at the latest can be determined on the basis of the contract, the Seller shall be in default at the end of this day without the need for a reminder from us.

3. The receipt of the goods at the place of fulfilment shall be decisive for compliance with the delivery time.

4. If the Seller does not provide his service or does not provide it within the agreed delivery period or is in default, our rights - in particular regarding withdrawal and compensation - shall be determined in accordance with the statutory provisions. The provisions in Section 5 remain unaffected.

5. If the Seller is in default, we may - in addition to further statutory claims - demand lump-sum compensation for our damage caused by default in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late in total. We reserve the right to prove that higher damages have been incurred. The Seller reserves the right to prove that no damage at all or only significantly less damage has incurred.

6. We do not have to reserve an agreed contractual penalty upon acceptance.

Section 5 Performance, delivery, transfer of risk, default of acceptance

1. Without our prior written consent, the Seller is not authorised to have the service owed by him performed by third parties (e.g. subcontractors). The Seller shall bear the procurement risk for his services unless otherwise agreed in individual cases (e.g. limitation to stock).

2. Delivery shall be made within Germany "free domicile" to the place specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to our place of business. The respective place of destination is also the place of fulfilment for the delivery and any subsequent fulfilment (obligation to deliver).

3. Underdeliveries or overdeliveries are not permitted without prior consent. If an excess delivery is made, we have the right to reject the excess quantity and return it at the supplier's expense and risk.

4. A delivery note stating the date (issue and dispatch), contents of the delivery (article number and quantity) and our order reference (date and number) must be enclosed with the delivery. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment.

5. The risk of accidental loss and accidental deterioration of the goods shall pass to us upon handover at the place of fulfilment, even if shipment has been agreed. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and labour shall also apply accordingly in the event of acceptance. If we are in default of acceptance, this shall be deemed equivalent to handover or acceptance.

6. The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Seller must also expressly offer us his performance if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Seller may demand compensation for his additional expenses in accordance with the statutory provisions (Section 304 German Civil Code (BGB)). If the contract relates to a non-fungible item to be manufactured by the Seller (customised production), the Seller shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.

Section 6 Ownership protection

1. We reserve the right of ownership or copyright to orders and requests, as well as drawings, illustrations, calculations, descriptions and other documents made available to the Seller. The Seller may neither make them accessible to third parties nor use or reproduce them himself or through third parties without our express consent. Such documents are to be used exclusively for the contractual performance under contracts concluded with us. The Seller must return these documents to us in full at our request if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. In this case, any copies made by the Seller shall be destroyed; the only exceptions to this are storage within the scope of statutory retention obligations and the storage of data for backup purposes within the scope of standard data protection.

2. Tools, devices and models which we make available to the Seller or which are manufactured for contractual purposes and charged to us separately by the Seller shall remain our property or shall become our property. The Seller shall mark them as our property, store them carefully, insure them to a reasonable extent against damage of any kind and use them only for the purposes of the contract. The Seller shall notify us immediately of any damage to these tools and models that is not merely insignificant. Upon request, he shall be obliged to return them to us in proper condition if they are no longer required by him for the fulfilment of the contracts concluded with us.

3. Retentions of title by the Seller shall only apply insofar as they relate to our payment obligation for the respective products to which the Seller reserves title. In particular, extended or prolonged retentions of title are not permitted.

4. Any processing, mixing or combination (further processing) by the Seller of items provided shall be carried out on our behalf. The same shall apply in the event of further processing of the delivered goods by us, so that we shall be deemed to be the manufacturer and shall acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

5. The transfer of ownership of the goods to us must take place unconditionally and without regard to the payment of the price. However, if in individual cases we accept an offer of the Seller to transfer ownership conditional on payment of the purchase price, the Seller's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We remain authorised to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the resulting claim (alternatively validity of the simple retention of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.

Section 7 Confidentiality

1. The Seller is obliged to keep the terms of the order and all information and documents made available to him by us for this purpose (with the exception of publicly accessible information) confidential for a period of 5 years after the time of disclosure and to use them only for the execution of the order. Upon request, he shall return to us immediately the aforementioned documents relating to the execution of the order or the fulfilment of relating enquiries.

2. The Seller shall furthermore be obliged to maintain all commercial and technical information or knowledge which is not in the public domain and which becomes known through our business relationship as business secrets; in particular, models, templates, samples, tools and similar objects may not be handed over or otherwise made accessible to unauthorised third parties. The duplication of such objects is also not permitted except within the scope of operational requirements, subject to deviating regulations.

3. The Seller shall ensure in an appropriate form that the employees, co-workers, freelancers and subcontractors engaged by him in the performance of the contracts concluded with us maintain the above confidentiality. The Seller shall only disclose information as described above in paragraph 1 and paragraph 2 to those of his employees, co-workers, freelancers, consultants etc. who are necessarily involved in the development, design, manufacture and delivery of goods to us. Disclosure also requires that the receiving persons are themselves bound to confidentiality in accordance with this confidentiality provision (Section 7).

4. Without our prior written consent, the Seller may not refer to the business relationship in advertising material, brochures, etc. and may not exhibit delivery items manufactured for us.

5. The Seller shall oblige its subcontractors in accordance with this Section 7.

Section 8 Warranty claims

1. The statutory provisions and, exclusively in our favour, the following supplements and clarifications shall apply to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the Seller.

2. In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. In any case, those product descriptions which - in particular by designation or reference in our order - are the subject of the respective contract, or have been included in the contract in the same way as these GTC, shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the Seller or the Manufacturer.

3. For goods with digital elements or other digital content, the Seller owes the provision and updating of the digital content in any case to the extent required by a quality agreement in accordance with paragraph 2 or other product descriptions of the Manufacturer or on his behalf, in particular on the internet, in advertising or on the product label.

4. We are not obliged to inspect the goods or make special enquiries about any defects upon conclusion of the contract. Partially deviating from Section 442 Paragraph 1 Sentence 2 of the German Civil Code (BGB), we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us upon conclusion of the contract due to gross negligence.

5. The statutory provisions (Sections 377, 381 of the German Commercial Code (HGB) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection through external examination including the delivery documents (e.g. transport damage, incorrect and short delivery) or which are recognisable during our quality control in the random sampling procedure. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our complaint (notification of defects) shall in any case be deemed to be immediate and timely if it is sent within 8 working days of discovery or, in the case of obvious defects, of delivery.

6. Subsequent fulfilment shall also include the removal of the defective goods and reinstallation, provided that the goods were installed in another item or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory claim for reimbursement of corresponding expenses (removal and installation costs) shall remain unaffected. The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any dismantling and installation costs, shall be borne by the Seller even if it turns out that there was actually no defect. Our liability for damages in the event of unjustified requests to remedy defects shall remain unaffected; however, we shall only be liable in this respect if we recognised or were grossly negligent in not recognising that there was no defect.

7. Notwithstanding our statutory rights and the provisions in paragraph 5, the following shall apply: If the Seller does not fulfil his obligation to provide subsequent fulfilment - at our discretion by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) - within a reasonable period of time set by us, we may remedy the defect ourselves and demand reimbursement of the necessary expenses or a corresponding advance payment from the Seller. If the subsequent fulfilment by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, risk of operational safety or imminent occurrence of disproportionate damages), no deadline need be set; we shall inform the Seller of such circumstances immediately, if possible, in advance.

8. Otherwise, in the event of a material defect or defect of title, we shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we shall be entitled to compensation for damages and expenses in accordance with the statutory provisions.

9. Acceptance or approval of samples or specimens submitted shall not constitute a waiver of warranty claims.

Section 9 Supplier recourse

1. We shall be entitled to our legally determined claims for expenses and recourse within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 (5), 327u of the German Civil Code (BGB)) in addition to the claims for defects without restriction. In particular, we are entitled to demand exactly the type of subsequent fulfilment (rectification or replacement delivery) from the seller that we owe our customer in the individual case; in the case of goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice (Section 439 (1) of the German Civil Code (BGB)) is not restricted by this.

2. Before we acknowledge or fulfil a claim for defects asserted by our customer (including reimbursement of expenses pursuant to Sections 445a Paragraph 1, 439 Paragraph 2, 3, 6 Sentence 2, 475 Paragraph 4 of the German Civil Code (BGB)) we shall notify the Seller and request a written statement, briefly explaining the facts of the case. If a substantiated statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by us to our customer shall be deemed to be owed. In this case, the Seller shall be responsible for providing evidence to the contrary.

3. Our claims arising from supplier recourse shall also apply if the defective goods have been combined with another product or further processed in any other way by us, our customer or a third party, e.g. by installation, attachment or integration.

Section 10 Product liability

1. The Seller shall be responsible for all claims asserted by third parties for personal injury or property damage attributable to a defective product supplied by him and shall be obliged to indemnify us against any liability resulting therefrom. If we are obliged to carry out a recall action against third parties due to a defect in a product supplied by the Seller, the Seller shall bear all costs associated with the recall action.

2. The Seller shall maintain product liability insurance at his own expense with a sum insured of at least  € 10 million per personal injury/property damage, which, unless otherwise agreed in individual cases, need not cover the recall risk or criminal or similar damages. The Seller shall send us a copy of the liability policy at any time upon request.

3. Further legal claims remain unaffected.

Section 11 Property rights

1. The Seller warrants in accordance with this Paragraph 1 that no industrial property rights of third parties in countries of the European Union or other countries in which he manufactures the products or has them manufactured are infringed by products delivered by him. He shall be obliged to indemnify us against all claims asserted against us by third parties due to such an infringement of industrial property rights and to reimburse us for all necessary expenses in connection with this claim. This shall not apply if the Seller proves that he is neither responsible for the infringement of industrial property rights nor should have been aware of it at the time of delivery if he had exercised due commercial care.

2. The Seller's obligation to pay damages or indemnify shall also extend to such expenses which we necessarily incur from and in connection with the claims asserted by third parties

3. The Seller is obliged to notify us immediately of any risks of infringement of property rights, in particular alleged cases of infringement, of which he becomes aware.

4. Our further statutory claims due to defects of title in the products delivered to us shall remain unaffected.

Section 12 Spare parts

1. The Seller is obliged to keep spare parts for the products delivered to us for a period of at least 10 years after delivery.

2. If the Seller intends to discontinue the production of spare parts for the products delivered to us with or after the expiry of the period specified in Paragraph 1, he shall notify us of this immediately after the decision on the discontinuation. This decision must be made at least 6 months before production is discontinued.

Section 13 Assignment

The Seller is not authorised to assign his claims from the contractual relationship to third parties. This shall not apply insofar as monetary claims are concerned.

Section 14 Compliance with laws

1. The Seller is obliged to comply with the relevant statutory provisions in connection with the contractual relationship. This applies in particular to anti-corruption and money laundering laws as well as antitrust, labour and environmental protection regulations. The Seller must ensure that no violations of state sanctions, embargoes etc. or legally binding provisions occur in the procurement of goods.

2. The Seller shall ensure that the products delivered by him fulfil all relevant requirements for placing on the market in the European Union and in the European Economic Area. He shall provide us with proof of conformity upon request by submitting suitable documents.

3. The Seller shall use reasonable endeavours to ensure that his subcontractors comply with the obligations incumbent on the Seller under this Section 14.

4. The Seller is obliged to inform us in the event of state sanctions that could impair his ability to deliver. The same applies to authorisation requirements for exports or re-exports as well as export and customs regulations that must be observed for deliveries or services.

Section 15 Limitation period

1. The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.

2. Notwithstanding Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims for defects is three years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem for restitution (Section 438 Paragraph 1 No. 1 of the German Civil Code (BGB) shall remain unaffected; claims arising from defects of title shall not become time-barred in any case as long as the third party can still assert the right against us - in particular in the absence of a limitation period.

3. The limitation periods of sales law, including the above extension, shall apply - to the extent permitted by law - to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (Sections 195, 199 of the German Civil Code (BGB)) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.

4. Upon receipt of our written notification of defects by the Seller, the limitation period for warranty claims shall be suspended until the Seller rejects our claims, declares the defect to be remedied or otherwise refuses to continue negotiations on our claims. In the event of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall begin anew, unless we must assume from the behaviour of the Seller that he did not consider himself obliged to take the measure, but only undertook the replacement service or rectification of defects as a gesture of goodwill or for similar reasons.

Section 16 Choice of law and language, place of jurisdiction

1. These GTC and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The contractual language is German.

3. If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in Neuenrade The same shall apply if the Seller is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases we shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the Seller's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

General Terms and Conditions of Sale »

Section 1 Scope of application, form

1. These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (hereinafter also referred to as the Buyer). The GTC shall only apply if the Buyer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

2. The GTC apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code (BGB)). Unless otherwise agreed, the GTC in the version valid at the time of the Buyer's order or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

3. Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if the Buyer refers to his GTC in the context of the order and we do not expressly object to them.

4. Individual agreements (e.g. framework supply agreements, quality assurance agreements) and details in our order confirmation shall take precedence over the GTC. In case of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

5. Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal, or reduction) as well as subsequent amendments to the contract must be made in writing. Written form within the meaning of these GTC includes written and text form (e.g. letter, email). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.

6. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

Section 2 Offer, Conclusion of contract

1. Our offers are subject to change and non-binding unless they are expressly labelled as binding or contain a specific acceptance period. This shall also apply if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards), other product descriptions or documents - including in electronic form - to which we reserve ownership rights and copyrights.

2. Information provided by us on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances, and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually agreed purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or labelling of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose. Public statements (e.g. advertising statements, general recommendations) made by us or other third parties (e.g. manufacturers) shall not be deemed to be an agreement on the quality and, in particular, shall not constitute a guarantee.

3. The legal relationship between us and the Buyer shall be governed solely by the contract concluded in writing, including these GTC. This fully reflects all agreements between us and our customer regarding the subject matter of the contract. Verbal commitments on our part prior to the conclusion of the contract are not legally binding and verbal agreements between us and the Buyer are replaced by the written contract, unless expressly agreed otherwise between us and the Buyer.

4. The order of the goods by the Buyer is deemed to be a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of its receipt by us.

5. Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer.

Section 3 Delivery period, delay in delivery, partial deliveries

1. The delivery period shall be agreed individually or specified by us upon acceptance of the order.
Deadlines and delivery dates and services provided by us are always only approximate unless a fixed deadline or a fixed date has been expressly agreed. The delivery deadline shall be deemed to have been met if the goods have left our factory by the time it expires or if we have notified the customer that the goods are ready for dispatch. If dispatch has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.

2. We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, pandemics or epidemics, official measures or the failure of suppliers to deliver or to deliver correctly or on time despite a congruent hedging transaction concluded by us) for which we are not responsible. If such events make delivery or performance significantly more difficult or impossible for us and the hindrance is not only of a temporary nature, we are entitled to withdraw from the contract. In the event of hindrances of a temporary nature, the delivery or performance periods shall be extended, or the delivery or performance dates postponed by the period of the hindrance plus a reasonable start-up period. If the Buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediate written declaration to us.

3. We may - notwithstanding our rights arising from the Buyer's default - demand from the Buyer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period in which the Buyer fails to fulfil its contractual obligations towards us.

4. We are only entitled to make partial deliveries if

  • the partial delivery can be used by the Buyer within the scope of the contractual purpose
  • the delivery of the remaining ordered goods is ensured and
  • the Buyer does not incur any significant additional work or costs as a result (unless we agree to bear these costs).

5. If we are in default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with Section 8 of these GTCs.

6. The rights of the Buyer pursuant to Section 8 of these GTC 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 fulfilment), shall remain unaffected.

Section 4 Delivery, delivery on call, transfer of risk, acceptance, default of acceptance

1. Delivery is ex works, which is also the place of fulfilment for the delivery and any subsequent fulfilment. At the request and expense of the Buyer, the goods will be dispatched to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of dispatch ourselves (in particular transport company, dispatch route, packaging).

2. If delivery on call has been agreed, all calls shall be made by the Buyer within 12 months of conclusion of the contract at the latest, unless otherwise agreed in writing.

3. The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by dispatch, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the Buyer upon delivery of the goods to the forwarding agent, carrier or other person or company designated to carry out the dispatch. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

4. If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). The same applies after the transfer of risk. In the event of storage by us, the storage costs shall amount to (0.25) % of the invoice amount of the delivery items to be stored per week elapsed.

Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, cancellation) shall remain unaffected; the storage costs claimed shall be offset against further monetary claims. The Buyer shall be entitled to prove that we have suffered no loss at all or only a significantly lower loss than the above lump sum.

5. The consignment will only be insured by us against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Buyer and at the Buyer's expense.

6. In the event of delayed acceptance or late call-off, the Buyer shall owe storage fees of 1.5% per completed calendar month, based on the net sales price. The right of the Buyer to prove that the damage is actually lower remains unaffected.

7. The Buyer is obliged to return any reusable packaging used by us to us free of charge.

8. If acceptance is to take place, the purchased item shall be deemed to have been accepted if

  • the delivery has been completed,
  • we have informed the Buyer of this with reference to the fictitious acceptance according to this paragraph and have requested him to accept the Goods,
  • 10 working days have passed since delivery or installation, or the Buyer has started to use the purchased item (e.g. the delivered purchased item has been further processed or resold) and in this case 10 working days have passed since delivery and
  • the Buyer has failed to accept the goods within this period for a reason other than a defect notified to us which makes the use of the purchased item impossible or significantly impairs it.

Section 5 Prices and terms of payment

1. Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply in EUR, ex works, plus statutory VAT. Additional or special services shall be invoiced separately. If the agreed prices are based on our list prices and the delivery is to be made more than four months after conclusion of the contract, our list prices valid at the time of delivery shall apply (in each case less an agreed percentage or fixed discount).

2. In the case of sale by dispatch (Section 4 paragraph 1), the Buyer shall bear the transport costs ex works and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.

3. The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods.

4. The Buyer shall be in default upon expiry of the above payment deadline. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (Section 353 of the German Commercial Code (HGB)) against merchants remains unaffected.

5. The Buyer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular in accordance with Section 7, paragraph 7, sentence 2 of these GTC.

6. If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that our purchase price claim is at risk by the Buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (customised products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

7. The provision of samples is always subject to a charge.

Section 6 Retention of title, tools

1. We reserve title to the goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

2. The Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the Goods belonging to us (e.g. seizures).

3. In the event of breach of contract by the Buyer, in particular by non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include the declaration of cancellation; we are rather entitled to demand only the return of the goods and to reserve the right to cancel the contract. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

4. The Buyer is authorised, until revoked in accordance with paragraph c) below, to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition. The customer shall store the Goods for us free of charge and shall be liable for the proper condition of the Goods.

a) The retention of title shall extend to the full value of the products resulting from the processing, mixing, or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing, or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the purchaser stated in paragraph 2 shall also apply in consideration of the assigned claims.

c) The Buyer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer fulfils his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph 3. If this is the case, however, we can demand that the Buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the buyer's authorisation to resell and process the Goods subject to retention of title.

d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer's request.

5. Unless otherwise agreed, tools shall not become the property of the purchaser, even in the case of full-cost invoicing; they shall remain our property unless expressly agreed otherwise.

Section 7 Buyer's claims for defects

1. The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title, including incorrect and short delivery or defective instructions, unless otherwise specified below. In all cases, the special statutory provisions on the reimbursement of expenses in the event of final delivery of the newly manufactured goods to a consumer (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 paragraph 5, Section 327u of the German Civil Code (BGB)) shall remain unaffected, unless equivalent compensation is provided, e.g. within the framework of a quality assurance agreement.

2. The basis of our liability for defects is above all the agreement reached on the quality and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications that are the subject of the individual contract shall be deemed to be an agreement on quality in this sense. Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (Section 434 paragraph 3 of the German Civil Code (BGB)). We accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
If the quality has not been agreed, the statutory provisions shall be used to assess whether or not a defect exists (Section 434 paragraph 3 of the German Civil Code (BGB)).

3. The warranty shall not apply if the Buyer modifies the delivery item or has it modified by a third party without our consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Buyer shall bear the additional costs of remedying the defect resulting from the modification.

4. In the case of Goods with digital elements or other digital content, we shall only be obliged to provide and, if necessary, update the digital content insofar as this is expressly stated in a quality agreement in accordance with paragraph 2.

5. In principle, we are not liable for defects that the Buyer is aware of or is grossly negligent in not being aware of when the contract is concluded (Section 442 of the German Civil Code (BGB)). Furthermore, the Buyer's claims for defects presuppose that he has fulfilled his statutory inspection and notification obligations (Sections 377, 381 of the German Commercial Code (HGB)). In the case of building materials and other Goods intended for installation or other further processing, an inspection must always be carried out immediately prior to 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 7 working days of delivery and defects not recognisable during the inspection within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions. In the case of Goods intended for assembly, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, the Buyer shall in particular have no claims for reimbursement of corresponding costs ("removal and installation costs").

6. If the delivered item is defective, we can initially choose whether we will provide subsequent fulfilment by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If the type of subsequent fulfilment chosen by us is unreasonable for the Buyer in the individual case, he may reject it. Our right to refuse subsequent fulfilment under the statutory conditions remains unaffected. At our request, an existing delivery item must be returned to us carriage paid. In the event of a justified notice of defects, we shall reimburse the costs of the favourable shipping route; however, this shall not apply if the costs increase due to the fact that the delivery item is located at a place other than the place of intended use.

In the case of defects from other manufacturers which we are unable to rectify for licensing or factual reasons, we are entitled, at our discretion, to assert our warranty claims against the manufacturer or supplier on behalf of the Buyer or to assign them to the Buyer. Warranty claims against us for such defects shall only exist under the other conditions and in accordance with these GTC if the legal enforcement of the aforementioned claims against the manufacturer or supplier was unsuccessful or is futile due to insolvency. For the duration of the legal dispute, the limitation period for the Buyer's warranty claims against us shall be suspended.

7. We are entitled to make the subsequent fulfilment owed dependent on the Buyer paying the purchase price due. However, the Buyer is entitled to retain a reasonable part of the purchase price in relation to the defect.

8. The Buyer shall give us the time and opportunity required for the subsequent fulfilment owed, particularly by handing over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us at our request in accordance with the statutory provisions; however, the Buyer shall not be entitled to return the item. Subsequent fulfilment shall not include the removal, dismantling or uninstallation of the defective item or the installation or attachment of a defect-free item if we were not originally obliged to perform these services; the Buyer's claims for reimbursement of corresponding costs ("dismantling and installation costs") shall remain unaffected.

9. We shall bear or reimburse the expenses necessary for inspection and subsequent performance, in particular transport, travel, labour, and material costs and, if applicable, dismantling and installation costs, in accordance with the statutory provisions and these GTC, if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for the costs incurred from the unjustified request to remedy the defect if the Buyer knew or could have recognised that there was in fact no defect.

10. In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the Buyer shall have the right to remedy the defect himself and to demand compensation from us for 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 apply if we would be entitled to refuse a corresponding subsequent fulfilment in accordance with the statutory provisions.

11. If a reasonable deadline set by the Buyer for subsequent fulfilment has expired without success or is dispensable in accordance with the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal.

12. Claims of the Buyer for reimbursement of expenses pursuant to Section 445a paragraph 1 of the German Civil Code (BGB) are excluded unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 of the German Civil Code (BGB)). Claims of the Buyer for damages or reimbursement of futile expenses (Section 284 of the German Civil Code (BGB)) shall only exist in accordance with the following provisions in Sections 8 and 10, even if the goods are defective.

13. In the case of the sale of used movable items, rights due to defects and all claims for damages are excluded. The above provisions on the exclusion of claims for damages for used items do not apply to damages resulting from injury to life, limb, or health if we are responsible for the breach of duty and not for other damages resulting from an intentional or grossly negligent breach of duty on our part. Breaches of duty by our legal representatives or vicarious agents shall be deemed equivalent. Claims under the Product Liability Act and in the event of the assumption of a guarantee or a procurement risk shall remain unaffected.

Section 8 Other liability

1. Unless otherwise stated in these GTC, 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.

2. We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of wilful 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), for

a) for damages resulting from injury to life, limb, or health,

b) for damages arising from the breach of an essential 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 case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

3. The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favour) whose fault we are responsible for in accordance with statutory provisions. The above exclusions and limitations of liability shall apply in particular to the same extent in favour of our executive bodies, legal representatives, employees, and other vicarious agents. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Buyer under the Product Liability Act.

4. The Buyer may only withdraw from or terminate 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 of the Buyer (in particular in accordance with Sections 650, 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

Section 9 Property rights, copyrights

1. In accordance with this Section 9, we warrant that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.

2. In the event that the delivery item infringes an industrial property right or copyright of a third party, we shall, at our discretion and at our expense, modify or replace the delivery item in such a way that the rights of third parties are no longer infringed, but the delivery item continues to fulfil the contractually agreed functions, or procure the right of use for the Buyer by concluding a licensing agreement with the third party. If we do not succeed in doing so within a reasonable period of time, the Buyer is entitled to withdraw from the contract or to reasonably reduce the purchase price. Any claims for damages the Buyer are subject to the limitations of these GTC.

3. We reserve the right of ownership or copyright to all offers and cost estimates submitted by us as well as to such documents that we make available to our customer, such as drawings, illustrations, calculations, catalogues, models, tools and other documents and aids. The customer may not make such objects or documents accessible to third parties, disclose them, use them himself or through third parties or reproduce them without our express consent. At our request, our customer must return the items to us in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.
Excluded from this is the storage of electronically provided data for the purpose of regular data backup.

4. If we manufacture according to our client's instructions or provide services according to his specifications, our client shall be obliged to indemnify us from any claims asserted against us by third parties arising from infringements of industrial property rights/copyrights and the like.

Section 10 Limitation period

1. Notwithstanding Section 438, paragraph 1, no. 3 of the German Civil Code (BGB) the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

2. If the Goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness, the limitation period shall be 5 years from delivery in accordance with the statutory regulation (Section 438, paragraph 1, no. 2 of the German Civil Code (BGB)). Other special statutory provisions on the limitation period (in particular Section 438, paragraph 1, no. 1, paragraph 3, Sections 444, 445b of the German Civil Code (BGB)) remain unaffected.

3. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the Goods, unless the application of the regular statutory limitation period (Sections 195, 199 of the German Civil Code (BGB)) would lead to a shorter limitation period in individual cases. The Buyer's claims for damages pursuant to Section 8, paragraph 2, sentence 1 and sentence 2 as well as pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

Section 11 Reservation of fulfilment

The fulfilment of the contract is subject to the proviso that no obstacles due to state sanctions or other delivery restrictions under foreign trade law come into effect and that no embargo or other sanctions prevent a delivery. The Buyer is obliged to provide information and documents that are required for the delivery or import.

Section 12 Choice of law, place of jurisdiction, contract language

1. These GTC and the contractual relationship between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The contract language is German.

3. If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office. The same applies if the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases we shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

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General Terms and Conditions (stand 12.2016)

Terms and conditions of purchasing (version 12.2016) »

§ 1 Scope of validity, General

1. All goods, services and offers from our suppliers shall be rendered solely on the basis of these general purchasing terms (T&Cs). These constitute an integral part of all contracts which we enter into with our suppliers for the goods or services offered by them. The T&Cs shall only apply if the Supplier is an entrepreneur (Section 14 of the German Civil Code [BGB]), a legal entity established under public law or a public law special fund.

2. The T&Cs shall apply in particular for contracts governing the sale and/or supply of movables regardless of whether the Supplier manufactures the goods himself or buys them in from sub-suppliers. Unless an agreement has been made otherwise, the T&Cs shall apply as a master agreement for future contracts governing the sale and/or the supply of movables with the same supplier in future as well, without us having to draw attention to them again in each individual case.

3. The terms and conditions of business of our business partners and suppliers (hereinafter also known as Seller) or third parties shall not apply, even if we have not specifically objected to their application in an individual case. Even if we refer to a letter containing or making reference to the terms and conditions of business of the Seller or of a third party, this shall not constitute a concession that those terms and conditions of business shall apply.

4. Agreements made with the Seller in an individual case (including side agreements, supplements and amendments) shall in all cases prevail over these T&Cs (Section 305b of the German Civil Code BGB). A written contract or our written confirmation shall determine the content of such agreements.

5. References to the application of statutory regulations shall only be for the purposes of clarification. Even without such a clarification, the statutory regulations shall therefore apply, provided that they have not been directly amended in these T&Cs or expressly precluded.

6. Notifications and legally relevant declarations which are to be submitted to us by our Sellers after the contract has been signed must be made in writing to be legally valid.

§ 2 Orders, Delivery contract, Call-off

1. Insofar as our offers (e.g. enquiries) do not expressly include a binding period, we shall abide by our offer to enter into a contract for two weeks after the date of the offer. It shall be the date on which the Seller’s declaration of acceptance is received by us which shall determine whether our offer has been accepted on time. An offer by the Seller to enter into a contract received late by us shall be regarded as a new offer and it shall be subject to acceptance by us.

2. Our order shall be regarded as being binding when it is submitted in writing at the earliest. The Seller shall have to draw to our attention manifest errors, such as spelling mistakes and arithmetical errors as well as to missing information in the order including the order documents to allow us an opportunity to correct mistakes and/or fill gaps prior to acceptance of our order. Otherwise the order shall not be regarded as having been entered into.

3. The Seller is urged to confirm our order within a period of two weeks or in particular carry out the order without reservation by dispatching the goods (Acceptance).

4. Delivery call-offs from call-off supply contracts shall become binding at the latest if the Seller does not raise an objection within one week from the receipt of a delivery call-off from us. Delivery call-off orders shall be based upon a call-off period of approximately 12 months. Deliveries may be called off in writing (Section 126b of the German Civil Code [BGB]), e.g. by e-mail, fax message or by data transmission.

5. We shall be entitled to terminate the contract at any time by means of a written declaration to that effect stating the reason for termination, if we are no longer able to use the ordered products in our business as a result of circumstances arising after the contract is signed. In such circumstances we shall remunerate the Seller for the part-performance he has already rendered.

6. We are entitled to amend the time and place of the delivery as well as the type of packing at any time by means of written notification (written form shall suffice) giving at least 7 days’ notice prior to the agreed delivery date. The same shall apply for amendments of product specifications provided that they can be implemented in the course of the Seller’s normal production process without considerable additional expenditure, whereby in these cases the notification period in the above sentence shall be at least 2 weeks. We shall reimburse our Supplier the proven and reasonable additional costs incurred by the amendment in each case. If such amendments result in delays in delivery which cannot be avoided in our Supplier’s normal production and business operations by applying reasonable efforts, the originally agreed delivery date shall be postponed accordingly. The Seller shall notify us in writing of the additional costs expected by him given a careful estimate and / or of delivery delays in good time prior to the delivery date, within at least 7 working days from receipt of our notification in accordance with Sentence 1 above.

§ 3 Prices, Terms of Payment etc.

1. The prices stated in the order are binding. The value added tax is not included in the price and shall be invoiced at the rate in force at that time.

2. Provided that nothing has been agreed otherwise in an individual instance, the price shall include all the Seller’s performances and ancillary performances (e.g. assembly, installation etc.) as well as all ancillary costs (Transport, packing, insurance). The Seller shall have to take back packing materials at our request. Insofar as the price does not include packing in the agreement made, and the remuneration for the packing – only provided on a loan basis – is not expressly specified, this is to be invoiced at proven cost. At our request the Seller shall have to take back the packing at his expense.

3. Unless agreed otherwise, we shall pay the agreed price within 14 days from the delivery of all goods and supply of all services including acceptance of the goods as agreed or laid down by law, if applicable, and receipt of a properly made out invoice to qualify for a prompt payment discount of 3% or within 30 days net. The receipt of our payment instruction by our bank shall determine whether the payment owed by us has been made on time. We cannot be held responsible for delays caused by the payment procedures of the banks involved.

4. We shall be entitled to offsetting rights and rights of retention as well as the objection that the contract has not been fulfilled as provided for by law. In particular, we shall be entitled to withhold payments due for as long as we are still entitled to claims against the Seller from incomplete or defective goods or services.

5. The statutory regulations shall apply if we are in default subject to the proviso that in all cases the Seller shall have to send us a written payment reminder.

6. Only after he has obtained our written consent shall the Seller be entitled to assign his claim against us. Should the Seller have an extended reservation of title, this consent shall be regarded as having been given.

7. The Seller shall only have a right to offset or of retention against counter-claims which have been adjudicated or which are not contested.

8. In the event that we are in default with payment we shall owe default interest amounting to 5% points above the base rate in accordance with Section 247 of the German Civil Code [BGB].

9. Our order numbers, the item numbers, quantity delivered and delivery address are to be stated on all order confirmations, shipping documentation and invoices. Should delays arise as a result of the lack of such information, the length of time we are allowed for payment shall be extended by the length of the delay.

§ 4 Delivery period

1. The delivery period stated by us shall be binding. If the delivery period is not stated in the order, and an agreement has not been made otherwise, it shall be two weeks from the contract being entered into. The Seller shall be obliged to inform us straight away in writing if he will probably be unable to comply with the agreed delivery times regardless of whatever reasons. Early delivery is not allowed unless we have expressly agreed to it.

2. If the Supplier fails to render his performance or if he fails to do so within the agreed delivery period or if he is in default, our rights, in particular to withdraw from the contract and to demand compensation for damages, shall be determined by the statutory regulations. The regulations of Paragraph 3 below shall not be affected.

3. If the Seller is in default, we may demand a contractual penalty amounting to 0.5 % of the net price for each full calendar week of delay, not, however, exceeding a total of more than 5% of the net price of the goods delivered late. We shall be entitled to demand the contractual penalty in addition to fulfilment as a minimum amount compensation for damages owed in accordance with the statutory regulations. Our right to assert a claim for damages over and above this amount shall not be affected by the above. We shall not be obliged to reserve the right to claim a contractual penalty when taking delivery of a consignment.

4. If the day on which the goods/services have to be delivered/rendered is laid down in the contract, the Seller shall consequently be in default when this day expires and he has not fulfilled his contractual obligations without him having to be sent a separate reminder by us.

5. The Seller shall be obliged to inform us in writing straight away if circumstances as a result of which the delivery time cannot be observed arise or become known.

§ 5 Performance, Delivery, Passing of risk, Delay in taking delivery

1. Without our prior written consent the Seller shall not be entitled to have the performance owed by him carried out by a third party (e.g. sub-contractors). The Seller shall bear the procurement risk for his performances, unless an agreement has been made otherwise in a specific instance (e.g. purchase of reserved goods).

2. The Seller shall not be entitled to deliver the goods in part-deliveries without our prior consent. We may reject such deliveries.

3. Our Seller’s goods/services must be supplied franco domicile to the address stated in our order. If no such address is stated in our order and nothing has been agreed otherwise, goods/services are to be supplied to our principal place of business. The place to which the goods/services have to be supplied shall also be the place of fulfilment. The respective destination shall also be the place of fulfilment for any cure which may be rendered.

4. It shall be the receipt of the goods at the place of fulfilment which shall determine whether the goods have been supplied on time.

5. A delivery note stating the date and content of the consignment as well as our order identification (number and date) is to be attached to the consignment. If the delivery note is missing or is incomplete, we cannot be held responsible for the resulting delays in processing invoices and payment.

6. The risk of accidental loss or deterioration of the goods shall pass over to us at the place of fulfilment, even if it has been agreed that we are to be responsible for carriage. Insofar as it has been agreed that there is to be an acceptance test, risk shall pass over after the acceptance test has been passed. The statutory regulations of the German contract for services law shall moreover apply accordingly upon acceptance. If we are in default with taking delivery of a consignment, this shall constitute hand-over or delivery.

7. The statutory regulations shall apply if we are in default with taking delivery of goods or services. The Seller must also expressly offer us his services in those cases in which a specific or defined calendar period of time has been agreed for an act or co-operation on our part (e.g. furnishing materials). If we are in arrears with taking delivery of goods or services, the Seller may consequently demand compensation for his additional expenditure incurred in accordance with the statutory regulations in Section 304 of the German Civil Code [BGB]. If the contract concerns a non-fungible thing manufactured by the Seller, the Seller shall only be entitled to additional rights, if we have to undertake to provide assistance and we are responsible for failing to provide it.

§ 6 Ownership protection

1. We shall retain the title or copyright for all orders and instructions submitted by us as well as drawings, diagrams, calculations, descriptions and other documents we have provided to the Seller. The Seller must not allow third parties access to them without our express consent, or use them himself or through third parties or reproduce them. Such documents are only to be used for rendering the contractual performance laid down in contracts entered into with us. He shall have to return these documents to us in full at our request, if they are no longer required by him in his proper course of business or if negotiations do not result in a contract being signed. In such circumstances copies made by the Seller are to be destroyed. By way of exception, this shall not apply to safekeeping in line with statutory safe-keeping periods as well as the saving of data for back-up purposes as part of normal data back-up.

2. Tools, devices and models which we provide the Seller or which are made for the purposes of the contract and which are invoiced separately to us by the Seller, shall remain our property. They are to be marked clearly as our property by the Seller, kept in safe-keeping with care by him and protected from damage of all types and are only used for the purposes of the contract with us.

3. The Seller’s reservation of title shall only apply insofar as it refers to our payment obligations for the respective goods, to which the Seller reserves title.

4. The processing, mixing, or joining (Finishing) by the Seller of items furnished by us shall be carried out on our behalf. The same shall apply if the goods supplied by us are finished, so that we are regarded as the manufacturer and acquire title of the product in accordance with statutory regulations when the goods are finished at the latest.

5. It is imperative that the goods are assigned to us, regardless of whether the purchase price has been paid or not. If, however, in a given instance, we accept an offer to have the goods assigned to us by the Seller conditional upon the payment of the purchase price, the Seller’s reservation of title shall expire when the purchase price for the goods delivered is paid at the latest. We shall still be authorised to sell on the goods in a proper commercial transaction even before we have paid the purchase price subject to assigning the account materialising as a result of the resale to the Seller in advance of the resale. Apart from the simple reservation of title, all other forms of reservation of title, in particular the expanded, forwarded and prolonged reservation of title shall in any case be precluded.

§ 7 Defects, Notification of defects, Warranty

1. Unless specified otherwise below, the statutory regulations shall apply for our rights in the event of quality defects and legal defects of the goods (including incorrect and short deliveries as well as improper assembly, incorrect instructions for assembly or operation or owner’s handbook) and in the event of other breaches of duty by the Seller.

2. The statutory regulations shall apply for the commercial obligations to inspect goods and notify the Seller of defects subject to the following proviso:

Our obligation to inspect incoming goods shall be limited to defects which become apparent during our goods inward inspection and external appraisal including shipping documentation as well as by means of our quality control department conducting random checks (e.g. transport damage, incorrect deliveries and short deliveries). Insofar as acceptance has been agreed, there shall be no obligation on our part to inspect incoming goods. Moreover, what matters is the extent to which an inspection is expedient taking the circumstances of the individual case into consideration in the proper course of business.

Our obligation to notify the Seller of discovered defects shall not be affected by the above. In all cases our notification (notification of defects) shall be regarded as having been submitted straight away and on time, if it is received by the Supplier within eight working days.

3. The Seller shall have to bear all the expenditure necessary for the purposes of effecting a cure, in particular, transport costs, travelling expenses, labour and the cost of materials. In the event that defective parts have already been installed because we were unaware of the defect, the Seller shall also have to bear the costs of removal and installation of incorrect parts.

4. The costs incurred by the Seller for the purposes of inspection and repair (including any costs incurred for removal and installation which may be incurred), shall also be borne by him even if it should turn out that there was in fact no defect. Our liability to pay compensation for defects for unjustified requests to have defects rectified shall not be affected by the above. Given this, we shall only be liable if we were aware that there was no defect or the fact that we did not know that there was a defect was attributable to gross negligence on our part.

5. If the Seller fails to fulfil his obligation to render a cure – either by rectifying a defect (repair) or by supplying a new fault-free thing (replacement) as we so choose – within a reasonable period of time set by us, we may consequently rectify the defect ourselves and demand compensation for the expenditure necessary for this or a corresponding sum in advance. If the cure is unsuccessful or unreasonable for us (e.g. on account of it being particularly urgent, a hazard to safety at work or on account of the impending threat of disproportionate damage), we shall not have to set a time limit. We shall inform the Seller of such circumstances beforehand if possible.

6. Moreover, in the event that there are quality defects or legal defects we shall, in accordance with the statutory regulations, be entitled to reduce the purchase price or to withdraw from the contract. Besides which, under the statutory regulations we shall be entitled to claim compensation for damages and expenses incurred.

7. We shall not waive our warranty claims with acceptance or approving submitted specimens or samples.

§ 8 Property rights

1. The Seller vouches that if the items supplied are used in accordance with the contract, this shall not give rise to a breach of any property rights and applications filed for property rights, in particular third party compensation claims for damages against us. Provided that such applications for property rights have been filed or registered with the German or European patent office. The Supplier also vouches that no third party property rights in those countries in which the products are manufactured or in which the Supplier has them manufactured the products will be breached by the products supplied by him.

2. The Supplier’s obligation to pay compensation for damages and/or obligation Supplier to exempt us from damages shall also cover that expenditure we necessarily incur as a result of, and in connection with, claims asserted against us by third parties.

3. The above regulations shall not apply, if the Seller has manufactured items for us in accordance with our specifications, in particular drawings, models and other descriptions and he is unaware or had no reason to be aware that third party property rights would be breached as a result.

4. The Seller is obliged to inform us immediately of any risks that property rights might be breached he becomes aware of and in particular alleged instances of breach.

5. Our additional statutory rights on account of legal defects to the products supplied against the Supplier shall not be affected by the above.

§ 9 Product liability, Insurance

1.If the Seller is responsible for product damage, given this he shall have to exempt us from third party claims, to the extent that the cause is in his sphere of control and organisation and he is personally liable to other parties. If we are obliged to mount a recall campaign with other parties as a result of a defect in a product supplied by the Seller, the Seller shall bear all the costs associated with the recall campaign.

2.As part of his obligation to exempt us, the Seller shall have to reimburse us for the expenditure incurred by us in accordance with Sections 683 and 670 of the German Civil Code [BGB], arising from or in connection with a claim asserted by a third party including recall campaigns mounted by us. We shall – insofar that this is possible and reasonable – inform the Seller of the content and scope of recall campaigns and allow him the opportunity to respond. Our additional legal rights shall not be affected by the above.

3. The Seller shall have to take out a product liability insurance policy with lump-sum cover of at least 5 million € per personal injury / property damage claim and maintain the policy continuously. The Seller shall have to send us a copy of the liability insurance policy upon request and upon further request submit the original to us for our inspection. We shall also be entitled to demand to see the original copy during the contractual relationship.

§ 10 Recourse asserted against a Seller

1. We are entitled to our rights of recourse laid down by law statutory within the supply chain (Recourse of the entrepreneur in accordance with Sections 478 and 479 of the German Civil Code [BGB]) plus warranty claims in full. We shall, in particular, be entitled to demand the specific type of cure (Repair or replacement) we owe our buyer in a given case. Our statutory right of choice (Section 439 Para 1 of the German Civil Code [BGB]) shall not be restricted by this.

2. Before we recognise of fulfil a claim under warranty asserted by our buyer (including compensating him for his expenses in accordance with Section 478 Para 3, Section 439 Para 2 of the German Civil Code [BGB]), we shall inform the Seller and by giving a brief description of the facts and circumstances, request a written response. If we do not receive a response within a reasonable period of time, and if a solution is not reached by mutual consent either, the cure actually rendered by us shall consequently be owed to us as we have rendered it to our buyer. In this case the production of evidence to the contrary shall be incumbent upon the Seller.

3. Our claims recourse of the entrepreneur shall also apply in those cases in which the goods have been finished by us or one of our buyers, e.g. installation into another product, prior to being sold to a consumer.

§ 11 Spare parts

1.The Seller shall be obliged to keep a stock of spare parts available for the products supplied to us for a period of at least 10 years after delivery.

2.If the Seller intends to stop production of spare parts for the products supplied to us, he must inform us of this straight away after making the decision to stop making them. Subject to Paragraph 1 above, this decision must be made at least 6 months prior to closing down production.

§ 12 Non-disclosure

1.The Seller shall be obliged to keep secret the terms of our order as well as all information and documents provided to him for this purpose (with the exception of information in the public domain) for a period of 60 months after disclosure, but at least however, for the duration of the actual supplier-customer relationship with us and only use it for carrying out our order. He shall return it to us straight away after queries have been dealt with or after handling orders upon request.

2. The Seller shall, moreover, be obliged to handle all commercial and technical information not in the public domain and which he becomes aware of as a result of our business relationship as business secrets. In particular, models, templates, specimens, tools and similar items must not be handed over to third parties or made accessible for them by other means. The reproduction of such items other than in line with operational requirements shall be subject to regulations otherwise.

3. The Seller shall ensure by taking suitable measures that his salaried staff employees, freelance staff and sub-contractors called in to work on the contracts entered into with us maintain the above confidentiality. The Seller shall only disclose information as described above in Paragraph 1 and Paragraph 2 to those of his salaried staff, freelance staff, consultants, etc. who have to be involved with the development, design, manufacture and supply of goods to us. Disclosure shall, moreover, mean that the persons receiving such information shall be obliged to maintain silence in accordance with this non-disclosure regulation (Section 12).

4. Any sub-suppliers which the Seller is allowed to call in are to be placed under a corresponding obligation.

5.Our Seller may only use our business relationship for advertising purposes after obtaining our prior written consent.

§ 13 Statute of limitation

1. The reciprocal claims of the Parties to the contract shall become time-barred in accordance with the statutory regulations, unless an agreement has been made otherwise in a given instance below.

2. Notwithstanding Section 438 Para 1 No 3 of the German Civil Code [BGB], the general period of limitation for warranty claims shall be 3 years (36 months) from the passing of risk. Provided that acceptance has been agreed, the period of limitation shall begin with acceptance. The three-year period of limitation shall also apply accordingly for claims based upon legal defects, whereby the statutory period of limitation for real third party rights of surrender (Section 438 Para 1 No 1 of the German Civil Code [BGB]) shall not be affected as a result.

Claims based upon legal defects shall, moreover, not become time-barred in any circumstances, for as long as the third party is still able to assert the right against us - in particular in the absence of a period of limitation.

3.The periods of limitation laid down in the law on sales including the above extension shall apply – to the extent laid down by law - for all contractual claims under warranty. Insofar as we are also entitled to non-contractual compensation claims for damages on account of a defect, the normal statutory period of limitation shall apply (Sections 195 and 199 of the German Civil Code [BGB]), if the law on sales does not result in a longer period of application if the periods of limitation apply in given case.

4.The period of limitation for claims under warranty shall be suspended when the Seller receives our written notification of a defect until the Seller rejects our claims or states that the defect has been remedied or refuses to continue negotiating our claims. If a replacement part is supplied and the defect is remedied, the warranty period for replaced and repaired parts shall start from the beginning, unless we have to assume given the conduct of the Seller, that he did not regard himself as being obliged to take the measures, but instead only supplied a replacement or remedied the defect as a gesture of goodwill for similar reasons.

§ 14 Choice of law, Place of jurisdiction, Miscellaneous

1.These T&Cs and all legal relationships between us and the Seller shall be governed by the law of the Federal Republic of Germany. International uniform law, in particular the Convention on Contracts governing the International Sale of Goods (CISG) shall not apply.

2. The preconditions and effects of the reservation of title shall be governed by the law of the respective storage place of the thing, insofar as the choice of law made accordingly in favour of German law is not allowed or invalid.

3. The exclusive place of jurisdiction is the courts having jurisdiction where our principal place of business is based. We shall however also be entitled to take legal action against the Seller at the court having jurisdiction where his principal place of business is based.

4. The contractual language is English.

General sales conditions (version 12.2016) »

§ 1 General, Validity

1. These general terms and conditions of sale (T&Cs) shall apply for all our business relationships with our business partners (hereinafter also known as Client). They shall also apply for all future goods and services or offers made to our Client, even if they are not agreed again separately. The T&Cs shall however, only apply if our Client is an entrepreneur (Section 14 of the German Civil Code [BGB]), a legal entity under public law or a public-law special fund.

2. Our T&Cs shall in particular apply for contracts on the sale and/or supply of movables (hereinafter also known as goods) regardless of whether we manufacture the goods ourselves or buy them in from sub-suppliers (Sections 433 and 651 of the German Civil Code [BGB]).

3. Our T&Cs alone shall apply. If the Client’s general terms and conditions of business differ from, or are contrary to our T&Cs, they shall only become an integral part of the contract, and to the extent that, we have expressly agreed to them. This requirement for our consent shall also apply in those cases in which we carry out an order placed by the Client without expressing any reservations and we are aware of his terms and conditions.

4. Individual agreements made in an individual case with the Client (including side agreements, supplements and amendments) shall in all cases prevail over these T&Cs. A written contract or our written confirmation shall be definitive for the content of such agreements.

5. Legally relevant declarations and notices which are to be submitted to us by the Client after the contract is signed (e.g. periods of time to be set, notification of defects, declarations of withdrawal from the contract or reduction of the purchase price) must be made in writing to be legally valid.

6. References to the validity of statutory regulations shall only be significant for the purposes of clarification. Consequently the statutory regulations shall also apply, insofar as they have not been directly modified or expressly precluded in these T&Cs, even without such a clarification.

§ 2 Offer, Conclusion of the contract

1.Our offers shall be subject to change without notice and non-binding, provided that they have not been expressly marked as being binding or include a specific period of acceptance. This shall also apply if we have handed over catalogues, technical documentation (e.g. drawings, plans, electronic files, calculations, costings, references to DIN standards), other product descriptions or documents – including those in electronic format, to the Client.

2. An order placed by the Client for goods shall be regarded as a binding offer to enter into a contract. Provided that there is nothing stated otherwise in the contract, we shall be entitled to accept this offer to enter into a contract within 30 days from receipt by us.

3. Acceptance may be stated either in writing, whereby written form (e.g. by order confirmation) shall suffice, or by means of delivering the goods to the Client.

4. The contract entered into in writing including these T&Cs alone shall apply for the legal relationship with our Client. This contact shall describe all arrangements between us and the Client. Verbal promises made by us prior to the contract being signed are not legally binding. Verbal arrangements shall be replaced by the written contract, unless they do not expressly show that they are to continue to apply on a binding basis. Public comments (e.g. advertising statements, general sales promotion) made by us or by other third parties (e.g., manufacturers) shall not be regarded as an agreement on features and in particular do not include any promise of a guarantee.

5. Information from us about the goods or services (e.g. technical data, weights, dimensions, tolerances, load capacity) as well as presentations, e.g. in the form of drawings or diagrams shall only count as approximations, unless their use for the contractually assumed purpose requires precise conformity. Given this, it is in particular not guaranteed characteristics, but instead a description or marking of our goods or services.

Discrepancies and discrepancies normal within the trade arising as a result of legal regulations or which constitute technical improvements are allowed, provided that they do not impair the usage for the contractually intended objective. The same shall apply mutatis mutandis for the replacement of parts (e.g. parts of sub-assemblies) with equivalent parts.

6. Amendments to or supplements for the contractual agreements made including these T&Cs must be made in writing to be valid. Apart from our directors and authorised signatories, our employees are not entitled to make verbal arrangements differing from written amendments and supplements. Messages sent by telecommunications (e.g. e-mails or fax messages) shall satisfy the requirement for written form, provided that the copy of the signed declaration is forwarded.

§ 3 Delivery, Passing of risk, Acceptance, Default in taking delivery, Part-deliveries

1. The terms of delivery are ex works, which is also the place of fulfilment for the delivery and any cure which may have to be rendered. At the Client’s request and expense the goods shall be despatched to another destination (delivery to a place other than the place of performance). Unless an agreement has been made otherwise, we shall be entitled to specify the method of despatch ourselves (in particular transport company, despatch route and packing). If we owe installation work, the place of fulfilment shall be that place at which the installation work has to be carried out.

2. This risk of accidental loss, accidental deterioration of the goods shall pass over to the Client no later than at hand-over. If the goods sold are to be delivered to a place other than the place of performance the risk of accidental deterioration of the goods as well as the risk of delay shall pass over as soon as the goods are delivered to the haulier, the freight forwarder or to any other person or organisation appointed to despatch the goods. Insofar as acceptance has been agreed, this shall count for the passing of risk. The statutory regulations in contracts for services law shall, moreover, also apply for an agreed acceptance. If the Client is in default with taking delivery of the goods, this shall be the equivalent in terms of the passing of risk as hand-over and/or acceptance.

3. Insofar as acceptance has to take place, the goods shall be regarded as having been accepted, if
The delivery and, provided that we also owe installation, installation, has been completed,
We have notified the Client that the goods/services are ready for the acceptance test, and in doing so point out the fictitious acceptance in this paragraph and have called upon him to confirm acceptance,
After delivery or installation, 14 calendar days have passed or the Client has begun to use the goods and in this case 10 working days have elapsed since delivery or installation
and
Our Client has failed to grant acceptance within this period of time for another reason than on account of a defect of which we have been notified, which makes it impossible or significantly more difficult to use the goods.

4. If the Client is in default with taking delivery, if he is failing to co-operate or if our delivery is delayed for other reasons for which the Client is responsible, we shall consequently be entitled to demand compensation for the loss incurred as a result of this including additional expenditure (e.g. storage costs). We shall charge a lump sum as compensation amounting to 100.00 € per calendar day beginning with the delivery period or – in the absence of a delivery period – with the notification that the goods are ready for despatch. Our right to prove that we have suffered a greater loss and our statutory rights (in particular for compensation for additional expenditure incurred by us, reasonable compensation, right of termination) shall remain unaffected by the above. The lump sum is however to be offset against additional claims for money. The Client shall be allowed to prove that we have not suffered any losses at all or that we have suffered losses which are significantly lower than the above lump sums.

5. We shall be entitled to deliver part deliveries, if the part delivery can be used by our Client as part of achieving the use intended by the contract, we have guaranteed that the remaining goods ordered will be supplied and our does not incur any considerable additional expenditure or additional costs as a result of this (unless we declare that we are prepared to take over such costs).

§ 4 Delivery period, Default in delivery, Call-off

1. The delivery period shall be agreed individually and/or stated by us when accepting an order. Periods of time and deadlines tentatively offered for supplying goods and services shall always only apply as approximations, unless a fixed period of fixed date has been expressly agreed. Provided that this is not the case, the delivery period shall be at least 12 weeks from the contract being signed. The delivery period will have been observed if the goods have left our works by its expiry, or we have notified the Client that the goods are ready for despatch. If a despatch has been agreed, delivery periods and delivery dates shall refer to the point in time of hand-over to the haulier, freight forwarder or other third party contracted to transport the goods.

2. Compliance with periods set for delivering goods and rendering services assumes that our Client has fulfilled all his contractual obligations. Irrespective of our rights if our Client is in default – we may demand an extension of periods set for delivering goods and rendering services or the postponement of dates for delivering goods and rendering services by the duration of the delay plus a reasonable start-up period, if our Client fails to fulfil his contractual obligations and/or responsibilities to us.

3. Provided that we are unable to comply with binding delivery periods for reasons for which we are not to blame, (Non-availability of performance), we shall inform the Client of this straight away and at the same time notify him of a probable new delivery period. If the performance not available within the new delivery period either, we shall be entitled to withdraw from some of or all of the contract. We shall refund a counter-performance already rendered to us by the Client straight away. For these purposes if we are not supplied on time by our sub-supplier in particular, this shall be regarded as an instance of non-availability of a performance, provided that we have entered into a congruent covering transaction and neither we nor our supplier is to blame. The same shall apply mutatis mutandis if we are not obliged in a given case to procure things.

4. Default in delivery shall be determined in accordance with the statutory regulations. In all cases the Client will however, have to send us a written reminder.

5. If we find ourselves in default with supplying our goods or services or if it becomes impossible, regardless of whatever reason, for us to supply goods and services, the liability on our side shall consequently be limited to paying compensation for damages in accordance with Section 9 of these T&Cs. Our rights when our performance obligation is precluded (e.g. as a result of impossibility or unreasonable to expect us to render performance and/or a cure) shall not be affected as a result.

6. We cannot be held liable for impossibility of delivery or for delays in delivery, insofar as these have been caused by force majeure or other events which could not have been foreseen when the contract was signed. This shall apply, for example, for operational disruptions of all types, difficulties in the procurement of materials or power, transport delays, strikes, lawful lock-outs, labour shortages, power shortages or shortages in raw materials, difficulties in obtaining official consents required, for which we are not to blame. In addition to this, Section 4 Paragraph 3 Sentence 3 shall apply. Provided that such events make is much for difficult for us to supply goods or to render performance, and the hindrance is not only of a temporary nature, we shall be entitled to withdraw from the contract. If hindrances are of a temporary nature, the periods of time allowed for delivery or performance shall be extended by the duration of the hindrance plus a reasonable period of time to allow for start-up. Insofar as the Client cannot be expected to accept the deliveries or performances as a result of the delay, he may withdraw from the contract by making a written statement to us to that effect straight away.

7. If delivery by call-off has been agreed, all call-offs by our Client are to be made within 12 months from the contract being entered into, unless an agreement has been made otherwise in writing.

§ 5 Prices, Terms of Payment, Offsetting, Discrepancies in quantities

1. The prices shall be determined in accordance with the contractual agreements made with our Client. They shall apply for the scope of delivery and performance stated in the order confirmations. The prices are in Euros, quoted ex works plus the rate of value added tax in force at that time and plus packing. Customs duty and fees and other public duties will be added to export orders. Additional or special performances will be invoiced separately.
Provided that the agreed prices are based upon our list prices, and the goods are only to be delivered four months more than four months after the contract has been signed, our list prices in force when the goods are delivered shall apply (minus any percentage or fixed discount which may have been agreed).

2. For a sale by delivery to a place other than the place of performance (Section 3 Para. 1) the Client shall bear the transport costs ex stores and the costs of any transport insurance requested by the Client. We shall not take back transport packing or any other packing/packaging – in accordance with the German Packing Regulations. With the exception of pallets and lattice boxes and other reusable containers, they shall become the Client’s property.

3. The purchase price shall be due for payment and payable in full within14 days from presentation of invoice and delivery or acceptance of the goods, unless an agreement is made otherwise in writing. For contracts in which the value of goods to be delivered is in excess of 5,000.00 €, we shall, however, be entitled to demand a down payment of 50% of the purchase price. The down payment shall be due for payment and payable within 14 days from presentation of invoice.

4. The Client shall be in default when the above period of time allowed for payment expires. Default interest is to be paid on the purchase price paid during the period of default at the statutory rate of default interest. We shall reserve the right to assert a claim for damages over and above the default interest above. Our entitlement to commercial interest payable from the due date of payment shall not be affected by the above (Section 353 of the German Commercial Code [HGB]).

5. The Client shall only be entitled to offsetting rights or rights of retention to the extent that his claim has been adjudicated in a court of law or if it is not contested. If there are defects in the goods delivered, the adverse rights of the Client shall not be affected, in particular in accordance with Section 7 Para 5 Sentence 2 of these T&Cs.

6. If, after the contract has been entered into, it becomes apparent that our claim to the purchase price is jeopardised as a result of the Client being unable to render his performance (e.g. as a result of an application being made to open insolvency proceedings), we shall consequently be entitled under the statutory regulations to refuse performance and – if necessary after setting a period of time for the Client to render his performance – to withdraw from the contract (Section 321 of the German Civil Code [BGB]). Contracts for the manufacture of non-fungible things (Special productions) we may withdraw from the contract immediately. The statutory regulations governing the dispensability of having to set a period of time for performance shall not be affected by the above.

7. Samples provided shall generally be invoiced. If a sample is cleared, it will not be defective if goods are supplied in compliance with the sample. If we manufacture to the specifications of samples provided, this shall not mean that we shall furnish a manufacturer’s guarantee.

§ 6 Reservation of title, Tools

1. We shall reserve the title to the sold goods until all our current and future accounts from supply contracts and under a continuous business relationship have been paid in full. The goods as well as the goods replacing them covered by the reservation of title in accordance with the terms and conditions below shall be known below as "goods subject to reservation of title". Our Client shall keep the goods subject to reservation of title in safe-keeping for us free of charge.

2. The goods subject to reservation of title must not be pledged or assigned by bill of sale as a security to third parties before payment for the secured claims has been made in full. Our Client has to inform us straight away in writing if, and insofar as, third parties have seized the goods subject to reservation of title, to enable us to enforce our ownership rights. Provided that the third party should not be in a position to reimburse us for the costs incurred by us in or out of court in connection with enforcing our ownership rights, our Client shall be liable to us for them.

3. If the conduct of our Client is in breach of contract, in particular if he fails to pay the purchase price payable, we shall be entitled to withdraw from the contract in accordance with the statutory regulations and/or to demand the return of the goods subject to reservation of title. The demand for the return of the goods shall not at the same time constitute the declaration that we are withdrawing from the contract. We shall, instead, be entitled to only demand the return of the goods and to reserve the right of withdrawal from the contract. If our Client does not pay the purchase price payable, we may only assert these rights if we have set our Client a reasonable period of time beforehand to pay the purchase price and he has not done so or if we do not have to set such a period of time for payment by law.

4. Our Client shall be entitled to process and sell the goods subject to reservation of title in a proper commercial transaction. Resale is not allowed if our Client is in arrears with making his payments to us or if an application for insolvency proceedings has been opened on his firm, such insolvency proceedings have been opened or if an application for such insolvency proceedings to be opened was rejected on account of insufficient assets as well as in cases in which the Client stops trading or stops making his payments. In each case we shall then be entitled to object to the resale of the goods subject to reservation of title for an important reason.

5. If the goods subject to reservation of title are processed by our Client, they shall consequently be processed for our account and in our name as manufacturer. We shall acquire direct ownership of them or – if they are processed out of materials supplied by more than one owner, or if the value of the processed materials is higher than the value of the goods subject to reservation of title – co-ownership (fractional ownership) of the newly created thing in proportion to the value of the goods subject to the reservation of title to the value of the newly created thing. In the event that we should not acquire such ownership, our Client shall assign to us here and now his future title or – as described above – co-ownership in the newly created thing as a security. If the goods subject to the reservation of title are connected or indivisibly mixed with other things to become jointly-owned property, and if one of the other things is to be regarded as the main thing, the Client shall, insofar as the main thing belongs to him, assign to us a proportion of the co-ownership in the jointly-owned property in the ratio named in Sentence 2 above.

6. In the event that the goods subject to reservation of title are resold, our Client shall assign the account materialising against the buyer as a result to us here and now as a security – and in the event that we have co-ownership of the goods subject to reservation of title he shall assign a proportion of the account reflecting the proportion of our co-ownership –. We accept the assignment. The same shall apply for other accounts replacing the goods subject to reservation of title or materialise otherwise with regard to the goods subject to reservation of title, such as, for example, insurance claims or claims based on an unlawful act in the event of loss or destruction.

7. We shall authorise our Client on a revocable basis to collect in his own name the accounts assigned to us, for as long as he is not in default with his payments to us, an application has not been made to open insolvency proceedings on his assets, no insolvency proceedings have been opened, or insolvency proceedings have been rejected on account of insufficient assets and our Client has not stopped trading or making payments. In each set of circumstances above we shall be entitled to revoke the authorisation given by us to the Client to collect accounts.

8. We shall undertake not to collect an account for as long as the Client fulfils his payment obligations to us, does not fall into arrears with his payments, an application has not been made to open insolvency proceedings on his assets, no insolvency proceedings have been opened, or insolvency proceedings have been rejected on account of insufficient assets and there is no other defect in his performance. If, however, this is the case, we may consequently demand that our Client informs us of the assigned accounts and the identity of the debtors and passes over all the information required by us to collect said accounts.

9. If the marketable value of the securities exceeds our accounts by more than 10% we shall, as the request of our Client, release them as we choose.

10. Even in the event that the full-cost pricing method is applied, tools shall not become the property of the Client – unless an agreement is made otherwise –. They shall remain our property.

§ 7 The Clients warranty claims

1. Provided that nothing is specified otherwise below, the statutory regulations shall apply for the Client’s rights in the event of quality defects or legal defects (including the wrong goods or quantity shortfalls being supplied as well as incorrect assembly or incorrect assembly instructions. In all cases the special statutory regulations governing the final delivery of the goods to a consumer shall apply (Entrepreneur’s right of recourse Sections 478 and 479 of the German Civil Code [BGB]).

2. Our liability for defects shall above all be based upon the agreement made governing the condition of the goods and/or performance service. Insofar as the condition was not agreed, assessment is to be made on the basis of the statutory regulations, as to whether a defect is extant or not (Section 434 Para 1 P 2 and 3 of the German Civil Code [BGB]). All product descriptions constituting the subject-matter of the individual contract shall be regarded as the agreement on the condition of the goods. It shall not make any difference here as to whether the product description comes from us, from the manufacturer or from our Client. We shall not accept any liability for public statements made by the manufacturer or other third parties (e.g. advertising messages).

3. The Client’s warranty claims shall be subject to the fulfilment by him of his statutory obligation of inspection and notification (Sections 377 and 381 of the German Commercial Code [HGB]). That means that the goods supplied are to be inspected carefully straight away after they have been handed over to the Client or to third parties instructed to do so by him. If during the inspection or subsequently a defect becomes apparent, we are to be notified of this straight away in writing. Notification will be regarded as having been made straight away if it is made within 7 working days, whereby the period of time allowed for notification will be satisfied if notification has been sent on time. Irrespective of this obligation of inspection and notification the Client shall have to notify us in writing of manifest defects (Including the delivery of incorrect goods or shortfalls in quantity) within 7 working days from delivery, whereby the period of time allowed for notification will be satisfied if notification has been sent on time. If the Client fails to carry out the inspection properly, and/or notify us of a defect, we cannot be held liable for defects of which we have not been notified.

4. If the thing supplied is defective, we may first of all decide whether to effect a cure by remedying the defect (repair) or by supplying a fault-free thing (replacement). Our right to refuse to effect a cure in accordance with the statutory regulations shall not be affected by the above.

5. We shall be entitled to make the cure owed dependent upon the Client having paid the purchase price due. The Client shall however, be entitled to retain a reasonable part of the purchase price in proportion to the defect.

6. The Client shall have to allow us the necessary time and opportunity to carry out the cure owed, in particular the rejected goods must be handed over for the purpose of inspection and/or if necessary for a cure at the place of fulfilment. In the event that a replacement is supplied, the Client shall have to provide the defective thing at the place of fulfilment carriage free. If the notified defect is justified, we shall remunerate the Client the costs of the cheapest despatch route. This shall not apply if the costs have been increased because they are located at another place other than the place of fulfilment. If, however, it turns out that the Client’s request for a defect to be rectified is unjustified, we may demand that the costs incurred by us for this are reimbursed by the Client, unless the Client was unable to identify that the goods were not defective.

Only in urgent cases, e.g. if operational safety is at risk or to avert disproportionate damages shall the Client be entitled to rectify the defect himself and to demand that we reimburse him the expenses incurred by him which are necessary from an objective view. We are to be informed straight away if the Client intends to carry out a repair himself, and beforehand if possible. The Client shall not be entitled to carry out a repair himself if we would have been entitled to effect a corresponding cure in accordance with the statutory regulations.

7. The cure shall not include the removal of the defective thing or reinstalling it again if we were not originally obliged to install it.

8. If the cure is unsuccessful or if a reasonable period of time to be set by the Client for the cure to be carried out has elapsed without a cure having been effected, or if such a period of time does not have to be set under the statutory regulations, the Client may withdraw from the contract or reduce the purchase price. The Client shall not, however, be entitled to withdraw from the contract on account of a minor defect.

9. The Client’s claims for compensation for damages or the reimbursement of expenditure he has incurred in vain shall only exist subject to the proviso of Section 9 and shall not otherwise be recognised.

10. When selling used movables, no rights on account of defects and all compensation claims for damages shall be recognised. The above regulations on the exclusion of compensation claims for damages for used things shall not apply for damages arising from death, personal injury or physical harm, if we are to blame for our obligations being breached and not for other damages attributable to intentional or grossly negligent breach of duty by us. Breaches of duty by our legal representatives or assistants shall be regarded as the equivalent of breaches committed by us. Claims asserted under the German Product Liability Act as well as if a product guarantee is furnished by us or if we accept the procurement risk shall not be affected by the above.

11. If products manufactured by other manufacturers (e.g. individual components, components of sub-assemblies) are defective and we are unable to remedy them for reasons attributable to licence law or actual reasons, we shall, as we choose, assert our warranty claims against the manufacturer and/or supplier on behalf of our Client or assign our claims to him. Warranty claims asserted against us shall only exist for such defects subject to other preconditions and in accordance with these T&Cs, if enforcement of the above-named claims against the manufacturer and supplier were unsuccessful in court or for example there is no prospect of success as a result of them being insolvent. During the legal dispute the period of limitation of the respective warranty claim of our Client towards us shall be suspended.

12. The warranty shall not be valid if the Client modifies the item supplied without our consent or allows it to be modified by third parties and as a result of this it becomes impossible or unreasonably more difficult to rectify the defect as a result thereof. In all cases our Client shall have to bear the additional costs of having the defect rectified as a result of the modification.

§ 8 Proprietary rights – Copyrights etc.

1. We shall reserve the title right and/or copyright to all the offers and cost estimates submitted by us as well as to those documents which we provide to our Client, such as, for example, drawings, diagrams, calculations, catalogues, models, tools and other documents and tools. The Client must not allow third parties access to such items or documents without our express consent either as such or their contents and he must not divulge them, use them himself or through third parties or reproduce them. Our Client must return them in full to us upon our request and destroy any copies of them there may be, if they are no longer required in a proper commercial transaction or if negotiations do not result in a contract being entered into. The above shall not apply for the storage of data provided electronically for the purposes of normal data back-up.

2. Each Party to the contract shall notify the other straight away, if claims are asserted against him on account of a breach of third party industrial proprietary rights or copyrights.

3. In cases in which the supplied item is in breach of a third party industrial proprietary right or copyright, we shall, as we choose, and at our expense, modify or replace the item supplied in such a way so that no third party rights are breached any longer, but the supplied item continued to fulfil the contractually agreed function or procure the right of use for our Client by entering into a licence agreement. If we are unable to do this within a reasonable period of time, our Client shall be entitled to withdraw from the contract or to reduce the purchase price as appropriate. Any compensation claims for damages our Client may have shall be subject to the restrictions in the following arrangements in Section 9.

4. If we manufacture to the instructions of our Client, or if we render services to his specifications, the Client shall be obliged to exempt us from any third party claims which may be asserted against us on account of breaches of proprietary rights / copyrights and such like.

Section 9 Compensation for damages, other liability

1. Insofar as there is nothing stated otherwise in these T&Cs including the following provisions, we shall be liable for in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory regulations.

2. We shall be liable for compensation for damages – regardless of whatever legal reason upon which they are based – in line with the liability for fault if in cases of intent and gross negligence. In cases of ordinary negligence we shall be liable subject to a more lenient scope of liability in accordance with statutory regulations (e.g. for care in one’s own matters) only

a) for damages arising from death, personal injury or physical harm,

b) for damages arising from a breach of an important contractual duty (that means an obligation the fulfilment of which makes it possible to carry out the contract properly in the first place and upon compliance with which the other Party to the contract normally relies and may rely). In this case our liability shall however be limited to the reimbursement of foreseeable damages typically occurring.

3. The limitations of liability arising in Paragraph 2 above shall not apply, insofar as we have maliciously concealed a defect or if we have furnished a guarantee for the condition of the goods. The same shall apply for the Client’s claims under the German Product Liability Act and in the event of fraudulent intent on our part.

4. The Client may only withdraw from the contract or serve notice of termination on account of a breach of duty not consisting of a defect, if we are to blame for the breach of duty. The Client shall not be entitled to an unrestricted right of termination (in particular in accordance with Sections 651 and 649 of the German Civil Code [BGB]). Moreover, the statutory preconditions and legal consequences shall apply.

5. The above exclusions of liability shall apply to the same extent for our executive bodies, legal representatives, salaried staff and other assistants.

6. Insofar as our colleagues pass over technical information or act in an advisory capacity, and this information or advice is not included in the contractually agreed scope of performance owed by us, this shall be done on a cost-free basis with no liability.

§ 10 Period of limitation

1. Notwithstanding Section 438 Para 1 No 3 of the German Civil Code [BGB], the general period of limitation for claims based upon quality defects and legal defects shall be one year from delivery. Insofar as acceptance test has been agreed, the period of limitation shall begin when acceptance has been granted.

2. If the goods are, however, a structure or a thing which has been used in accordance with its normal method of use for a structure and has caused it to be defective (Building material), the period of limitation in accordance with the statutory regulation shall be 5 years from delivery (Section 438 Para 1 No 2 of the German Civil Code [BGB]). Statutory special arrangements for real third party claims to surrender (Section 438 Para 1 No 1 of the German Civil Code [BGB]), shall not be affected in the event of fraudulent intent on the part of the Client (Section 438 Para 3 of the German Civil Code [BGB]) and for claims when the entrepreneur has recourse against suppliers for final delivery to a consumer (Section 479 of the German Civil Code [BGB]).

3. The above period of limitation of the law on sales shall also apply for the Client’s contractual and non-contractual compensation claims for damages based upon defective goods, unless the application of the normal statutory period of limitation (Sections 195 and 199 of the German Civil Code [BGB]) would in a given instance result in a shorter period of limitation. The Client’s compensation claims for damages in accordance with Section 9 Para 2 P 1 and P 2 a) as well as under the German Product Liability Act shall, however, only become time-barred in accordance with the statutory period of limitation regulations.

§ 11 Choice of law and Place of jurisdiction etc.

1. These T&Cs and all legal relationships between us and the Client shall be governed by the law of the Federal Republic of Germany. However, uniform international law and in particular, the UN law on sales [CISG] shall not apply. Preconditions and effects of the reservation of title in accordance with Section 6 shall be governed by the law of the respective storage place, insofar as accordingly the choice of law made favouring German law is not allowed or invalid.

2. The contractual language is English.

3. If the Client is a registered trader within the meaning of the German Commercial Code, a legal entity in accordance with public law or a public-law special fund, the sole place of jurisdiction – for transactions of an international nature as well – for all disputes arising directly or indirectly from the contractual relationship shall be the courts having jurisdiction where our Company is based. We shall, however, also be entitled to sue the Client at his general place of jurisdiction.

4. Insofar as the contract or these T&Cs contain gaps, those legally valid regulations which the Parties to the contract would have agreed given the set economic objectives of the contract and the objective of these T&Cs, had they known about the gaps in the contract shall be regarded as having been agreed to fill those gaps.

Note: the Client takes note that we shall save data from the contractual relationship in accordance with Section 28 of the German Federal Data Act (BDSG) for the purposes of processing data and we shall reserve the right to forward the data to third parties, provided that this is necessary to fulfil the contract.