General Terms and Conditions of Sale

§ 1 Application

(1) These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.

(2) These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.

(3) These terms and conditions of sale shall only apply vis-à-vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).

§ 2 Offer, Acceptance

(1) Our offers are non-binding and subject to change. This shall apply even if we have provided the purchaser with catalogs, samples, technical documentation (e.g. data sheets, drawings, plans, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve ownership rights and copyrights. 

(2) By ordering the goods, the purchaser submits a binding offer to conclude a corresponding contract. Unless otherwise stated in the order, we are entitled to accept this contractual offer within a period of two weeks. 

(3) If the purchaser requests changes to the order after the order confirmation or order acceptance, which affect the production or delivery time, the possible delivery period shall not begin until we have confirmed the change.

§ 3 Prices, Payment

(1) Prices are ex works, exclusive of the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon.

(2) The purchase price is due and payable net within 30 days from the date of the invoice. From the due date default interest in the amount of 9 % above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay. 

(3) All costs for the transmission of the invoice amount to us shall be borne by the Purchaser. Payments shall only be remitted to the payment offices specified in the invoice. The Purchaser shall bear the risk for the transfer of the invoice amount to us. 

(4) Rebates, bonuses and discounts granted by us shall only apply to deliveries which the Purchaser pays in full without us having to enforce our payment claim in court. Rebates, bonuses and discounts are subject to the condition precedent of unconditional, complete and timely payment of the purchase price. 

(5) If we become aware of a deterioration in the Purchaser's financial circumstances or if the Purchaser defaults on payment, we shall be entitled to demand immediate payment of all outstanding invoices, including those not yet due, and to demand cash payment for all outstanding deliveries prior to delivery of the goods. If, after conclusion of the contract, we become aware of a recognizable risk to our claim for counter-performance due to the Purchaser's inability to pay or if the purchaser defaults on payment due to circumstances for which he is responsible, we shall be entitled to suspend outstanding deliveries and only carry them out against the provision of security. We are entitled to demand appropriate security for outstanding and due claims. In addition, we are entitled to the rights arising from §§ 281, 323 BGB.

§ 4 Offset, Right to Retain

The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim rights to retain only to the extent such rights are based on the same transaction.

§ 5 Delivery

(1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.

(2) In case of default in acceptance or other breach of obligations to cooperate by the purchaser we are entitled to claim any resulting damages including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default in acceptance or breach of obligations to cooperate.

§ 6 Passing of Risk, Shipment

(1) We deliver ex works, which is also the place of performance for the delivery and any subsequent performance. If the purchaser so requests, we will also ship the goods to another destination (“sale to destination”). We are entitled to determine the type of shipment ourselves, in particular the transport company, the shipping route and the packaging, unless we have agreed otherwise with the purchaser. If the Purchaser wishes to collect the Purchaser goods himself by truck or have them collected by a third party commissioned by him, this shall require our prior consent. 

(2) For sale to destination the risk of loss or damage to the goods passes to the purchaser upon dispatch. 

(3) The conclusion of transport insurance is the sole responsibility of the purchaser. 

(4) If purchased goods are kept ready for the exclusive disposal of the purchaser in our dispatch warehouse or in our delivery plant at the purchaser's request, the risk shall pass to the purchaser as soon as the goods are kept ready for the purchaser. 

(5) If the Purchaser is in default of acceptance, fails to make a delivery or if our delivery is delayed for other reasons for which the Purchaser is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we charge a lump-sum compensation amounting to 0.5% of the net purchase price of the order per calendar week, but no more than 5% of the net sales price, starting with the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for dispatch, as long as the lump-sum compensation does not exceed the damage to be expected in the normal course of events. Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The Purchaser shall be entitled to prove that we have suffered no loss at all or only a significantly lower loss than the above lump-sum

§ 7 Retention of Title

(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.

(2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.

(3) As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third parties or other encumbrances.

(4) The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.

(5) Insofar as the above securities exceed the secured claim by more than 10 %, we are obliged, upon our election, to release such securities upon the purchaser’s request.

§ 8 Warranty

(1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).

(2) Warranty claims shall be time-barred after 12 months of the passage of risk.

(3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of remedy of defect or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.

§ 9 Liability, Impossibility of our delivery obligation

(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentional our liability for damages shall be limited to the typically predictable damage.

(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.

(3) Any liability not expressly provided for above shall be disclaimed. 

(4) If there is an objectively justified reason, we are entitled to release ourselves from our obligation to perform. Justifiable reasons include, in particular, force majeure, strikes, natural disasters, pandemics, lockouts, fire, obstructed shipping, lack of necessary raw and auxiliary materials, breakdown of machinery, production facilities or power supply. If we have already produced partial quantities, the purchaser is obliged to accept the completed goods under the conditions agreed for the entire order.

§ 10 Copy Rights

(1) When using samples, technical templates or drawings provided by the Purchaser, the Purchaser shall be responsible for ensuring that no third-party rights are infringed. Our samples, drawings and templates may not be utilized without our consent and shall remain our property, even if they are invoiced to the Purchaser. 

(2) The same applies to tool costs or shares of tool costs; by accepting tool costs or shares of tool costs, the purchaser does not acquire any rights to the tools themselves. 

(3) If third-party property rights are infringed in the case of delivery according to drawings or other information provided by the purchaser, the purchaser shall indemnify us against all claims upon first written request.

(4) By entering the contract, the Purchaser agrees that we may produce photographs of the goods produced by us, to illustrate our own processing spectrum and may use these photographs for presentation and advertising purposes of any kind. 
This includes photographs of goods produced on the basis of the samples, technical templates and drawings provided by the Purchaser. If the Purchaser does not wish to give his consent, he must notify us of this separately in writing when entering the contract. After the contract has been entered, the consent can only be revoked for the future with a period of notice of 1 month after receipt of the declaration of revocation. No remuneration is owed for the use of photographs of the goods produced. We can transfer this right to third parties.

§ 11 Applicable law, Jurisdiction

(1) This contract shall be governed by the laws of the Federal Republic of Germany under exclusion of referrals. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be our head office in Mühlacker We are also entitled to sue the purchaser at his general place of jurisdiction or to bring an action at the place of performance in accordance with these GTC or an individual agreement that takes precedence.