Section 1 General
(1) Only the general terms and conditions of business below shall apply for all goods and services supplied to a business, a legal entity established under public law or a public law special fund.
(2) If a customer has terms and conditions of business which differ from ours, and we have not expressly recognised them, they shall not be binding, even if we have not expressly rejected them.
(3) The incorporation and interpretation of these general terms and conditions of business are to be governed by the law of the Federal Republic of Germany alone, just like the conclusion and interpretation of the legal transactions with the customer. The application of the UN Law on Sales (CISG) is hereby expressly rejected.
(4) The invalidity of individual provisions or elements of these terms and conditions of business shall not affect the validity of the remaining provisions.
(5) The place of fulfilment for obligations created directly or indirectly from the contractual relationship, including the obligation to render payment, shall be our company headquarters.
(6) The exclusive place of jurisdiction shall be the courts having jurisdiction where our Company headquarters is located. We shall also be entitled to take legal action before a court which has jurisdiction for the customer’s headquarters or a branch office of his.
Section 2 Offers, Scope of performance and Conclusion of contract
(1) Our offers to enter into a contract are subject to change without notice. Orders shall only be binding upon us in so far as we confirm them or fulfil it by sending the goods or process the material as contractors. Verbal side agreements shall only be valid if they are confirmed in writing.
(2) Our order confirmation alone shall count for defining the scope of the contractually owed performance.
(3) We shall reserve the right to modify the design, choice of material, specifi-cation, and method of construction even after sending off the order confirma-tion, provided that these amendments do not contradict either the order confirmation or the customer’s specification. The customer shall state that he agrees with our modification proposals over and above his specifications, provided that the customer can reasonably be expected to do so.
(4) The documents upon which the offer or order confirmation are based such as diagrams and drawings, dimensions and weight declarations which are, as a rule, only approximations and therefore they are not binding, provided that we do not expressly designate them as being binding.
(5) Part deliveries are allowed.
(6) Our obligation to supply shall be suspended for as long as the customer is in arrears with an obligation.
(7) If we carry out contract work or orders for processing work, the customer shall consequently have to supply us with the material and the necessary technical documents on time and at his own expense. The material has to be perfect and comply with the specific values stated and possess the machining allowances normal within the industry. The customer shall bear the responsibility for the warranted material condition and quality. Additional costs and losses incurred as a result of the material not having the warranted features and quality shall be for the customer’s account.
Section 3 Prices and Terms and Conditions of Payment
(1) The prices shall apply ex works, excluding packing and other despatch and transport costs. The packing shall be invoiced at cost and wil only be taken back if we are obliged to do so by virtue of compulsory legal regulations. If delivery should perhaps be agreed carriage-free, the prices stated by us shall be based upon the freight and ancillary charges in force at the time of the offer. They shall therefore be adjusted to reflect the changes in freight rates and ancillary charges to the benefit or to the detriment of the customer, without the customer being entitled to withdraw from the contract for this reason.
(2) Waste generated when carrying out contract work or orders for processing work such as, for example, cut-offs, drill cores, shavings and such like shall remain with us and shall become our property. Their value will be reflected in the price.
(3) If more than four months elapse between the contract being signed and delivery, without us being to blame for the delay in delivery, we may increase the price as appropriate taking into consideration the costs of materials, wages and other ancillary costs incurred which are borne by us. If the purchase price increases by more than 40%, the customer shall be entitled to withdraw from the contract.
(4) If we take into account the customer’s requests for modifications, the additional costs incurred as a result of this shall be invoiced to the customer.
(5) Our invoices shall be payable in full within 30 days from receipt.
(6) If the customer culpably exceeds the payment date, we shall demand interest amounting to 8 % points above bank rate in force at that time while reserving the right to assert additional claims.
(7) If the buyer is in default with payment and we harbour substantiated doubts as to his ability to pay the sum owed to us and creditworthiness, we shall, irrespective of our other rights, be authorised to demand securities or payment in advance for outstanding deliveries and to make all our claims under the business relationship payable immediately.
Section 4 Offsetting and Retention
Offsetting and retention by the customer are not allowed, unless the offset claim is uncontested or has been adjudicated.
Section 5 Despatch
Loading and despatch shall be carried out uninsured and at the consignee’s risk. We shall endeavour to take the customer’s wishes and interests into account: additional costs incurred as a result shall be for the buyer’s account – even if delivery has been agreed carriage-free.
Section 6 Delivery period
The designation of a point in time of delivery shall be regarded as being non-binding and shall be quoted to the best of our knowledge and shall be extend-ed as appropriate if the buyer delays or refrains from providing his assistance which is necessary and agreed. The same shall apply for measures taken in response to labour disputes, in particular strikes and lock-outs as well as in the event that unforeseen events should occur which are beyond our control, for example delays in deliveries from a supplier to us, transport and operational disruptions, shortages of materials and power cuts etc. Modifications to the supplied goods at the customer’s insistence shall result in an appropriate extension of the delivery period. If delays resulting from the above causes exceed six weeks, both Parties to the contract shall consequently be entitled to withdraw from the contract with regard to the scope of delivery concerned. Neither Party shall be entitled to assert any other claims.
Section 7 Passing of risk
The risk of accidental loss or deterioration of the goods shall pass over to the Customer as soon as we have made the goods ready for him and have notified him of this.
Section 8 Reservation of title
(1) We shall reserve the title to the supplied goods until payment for them has been made in full. The reservation of title shall also apply until all claims existing under the business relationship between the customer and us, includ-ing those materialising in the future and conditional claims, have been fulfilled.
(2) The customer is not authorised to assign or dispose of the goods by bill of sale as a security, but he is authorised to resell them in the course of a proper commercial transaction. He hereby assigns the accounts against this business associates created by this to us here and now. The customer is entitled to collect these accounts for our account until revocation or until he stops making his payments to us. The customer is not authorised to assign these accounts by way of factoring for the purposes of collecting the account either, unless the factor is, at the same time, placed under an obligation to render the counter-performance equal to the value of the account directly to us for as long as we still have accounts against the customer.
(3) If the customer‘s goods are processed or finished, the reservation of title shall also cover the entire new thing. The customer shall acquire co-ownership for a fraction equal to the ratio of his goods to the goods supplied by us, whereby the value in the invoice for the goods supplied by us shall count.
(4) We are to be notified straight away in writing by the customer of seizure by a third party of the goods or account belonging to us.
(5) If the value of all the securities existing for us should exceed the existing accounts for a sustained period of time by more than 10%, we shall conse-quently, at the buyer’s request, release securities of our choice.
Section 9 Claims under warranty
(1) If there is a commercial transaction between both Parties to the contract, the customer shall consequently have to inspect the goods straight away upon delivery, provided that this is practical in the proper course of business and, if a defect is noted, to notify us without undue delay. If the customer fails to notify us, the goods shall be deemed to have been accepted, unless it is a defect which could not have been identified during the inspection. Moreover, Section 377 et seq. of the German Commercial Code [HGB] shall apply.
(2) In so far as the goods do have a fault for which we are to blame, and the customer has notified the defect in writing in good time, we shall be obliged to effect a cure – while the customer shall not be able to withdraw from the contract or reduce the purchase price – unless we are entitled to refuse to effect a cure on the basis of a statutory regulation. The customer shall have to grant us a reasonable period of time to carry out a cure for each defect. The cure may be carried out as we choose, either by rectifying the defect or supplying new goods. The purchase price may not be reduced nor may the customer withdraw from the contract while a cure is being carried out. A cure shall be deemed to have been unsuccessful when the second attempt has failed. If the cure has been unsuccessful or is completely rejected by us, the customer may as he chooses, demand a reduction in the purchase price (reduction) or declare that he is withdrawing from the contract.
(3) Claims under warranty shall become time barred one year after the goods have been delivered.
Section 10 Compensation for damages
(1) Notwithstanding the following limitations of liability, we shall be liable without limitation for death, personal injury or physical harm attributable to a negligent or intentional breach of duty by us, our statutory representatives or our assistants, as well as for damages covered by liability under the Product Liability Act, as well as for damage attributable to intentional or grossly negligent breaches of duty as well as malice by us, our statutory representatives or our assistants. In so far as we have furnished a guarantee of condition and / or guarantee of durability for the goods and / or parts thereof, we shall also be liable within the scope of such a guarantee. Damages attributable to a lack of the guaranteed condition or durability, but which do not affect the goods directly, we may however, only be held liable in those cases in which it is evident that the risk of such damage is covered by the guarantee of condition and durability.
(2) We cannot be held liable otherwise, regardless of the legal nature of the claim asserted. In so far as our liability is excluded or limited, this shall also apply for the personal liability of our salaried staff, employees, workers, representatives and assistants.
Status as of May 2014