General terms and condi­tions of business

General

1.

The follo­wing delivery condi­tions apply to all contracts, deliveries and other services, inclu­ding consul­ting services. We will not accept any diffe­rent general terms and condi­tions even if we do not expressly object to them again.

2.

Our written order confir­ma­tion is decisive for the content of the contrac­tual relati­onship. Telephone and verbal agree­ments must be confirmed in writing to be legally valid.

3.

Our offers are subject to change. Infor­ma­tion in the documents accom­panying the offer, as well as on separate documents, is non-binding.

Delivery

4.

We are entitled to refuse delivery until all contrac­tual obliga­tions previously entered into by the purchaser have been fulfilled. If, after the contract has been concluded, facts arise that give rise to doubts about the customer’s credit­wort­hi­ness, we are entitled to withdraw from the contract and demand immediate payment of any claims that are not yet due. Delivery takes place ex works at the expense and risk of the purchaser. We are only obliged to provide trans­port insurance at the request and expense of the purchaser and with written confir­ma­tion from us. Delivery free of freight and packa­ging must be expressly agreed and confirmed. We do not accept carriage fees. Packa­ging will be charged at the cheapest price and will not be taken back.

5.

If goods are ready for dispatch and dispatch or accep­tance is delayed for reasons for which we are not respon­sible, the risk is trans­ferred to the purchaser upon receipt of notifi­ca­tion of readi­ness for dispatch. The shipment is deemed to have taken place at this point.

6.

We reserve the right to accept small orders and to set minimum purchase quanti­ties or minimum invoice amounts.

a) The ordered goods can be over-delivered or under-delivered by up to 10 % if they are manufac­tured goods.

b) For call-off orders, we are entitled to use the material for the entire period

To procure the order and produce the entire order quantity immedia­tely.

Any requests for changes from the customer can there­fore only be made at:

prior written agree­ment even after the order has been placed

be taken into account

c) Partial deliveries are permitted.

7.

Our written decla­ra­tions are decisive with regard to delivery times.

If we exceed a delivery deadline that has been promised in writing as binding or if we do not deliver after a reasonable delivery time has expired despite a reminder from the customer, the customer must agree to a subse­quent delivery period of 14 days, other­wise 25 days, if the binding delivery deadline has been promised in writing. The subse­quent delivery period can only be set after the delivery period has expired and is effec­tive from that day onwards

calcu­lated on which we receive the written notifi­ca­tion from the purchaser. Before the expiry of the subse­quent delivery period, any claims by the purchaser due to late delivery are excluded.

8.

Inter­rup­tion of delivery, indus­trial action, fire, explo­sion, flood, water damage, offenses and crimes of third parties, official measures or all cases of force majeure or unavo­idable events entitle us to extend the delivery deadlines or subse­quent delivery deadlines appro­pria­tely, at least by the duration of the hindrance. If a hindrance lasts longer than 5 weeks, both we and the customer can withdraw from the contract. The customer must be informed of the hindrance if it is expected to last longer than a week.

Other opera­tional disrup­tions of all kinds will also lead to a reasonable exten­sion of the delivery period, provided they can be proven to have a signi­fi­cant impact on the comple­tion or delivery of the delivery item. This also applies if subcon­trac­tors do not deliver on time.

9.

If the purchaser falls behind with accep­tance of the delivery, which repres­ents a main obliga­tion on his part, the supplier may

Demand compen­sa­tion for the damage caused by the delay.

10.

The filing of bankruptcy or compo­si­tion procee­dings, the submis­sion of an affidavit in accordance with §807 ZPO, the occur­rence of payment diffi­cul­ties or the disco­very of a signi­fi­cant deterio­ra­tion in the purchaser’s finan­cial circum­s­tances entitle us to immedia­tely stop deliveries and refuse to fulfill current contracts.

Estimates, tools and materials

11.

a) We reserve the owner­ship and copyright to cost estimates, drafts, drawings and other documents. They may only be made acces­sible to third parties with our consent. Drawings and other documents belon­ging to offers must be returned to us upon request and in any case if the order is not placed with us.

b) For orders for the delivery of items that we deliver after

infor­ma­tion provided by the customer or drawings provided by him,

The manufac­turer takes over the produc­tion of models, samples or other documents

The customer guaran­tees that third party property rights are not violated

become. If third parties prohibit us, citing intellec­tual property rights

in parti­cular the produc­tion and delivery of such items

We are entitled, without being obliged to check the legal situa­tion,

To this extent, to stop any further activity and to pay compen­sa­tion

demand. The purchaser also under­takes to inform us of every­thing

claims of third parties in this connec­tion immedia­tely

to be released.

12.

a) Parts provided by the customer for the execu­tion of the order, e.g. metal parts to be incor­po­rated, must be delivered to our factory free of charge with the agreed, other­wise appro­priate additional quantity of at least 5% for any rejects, in a timely manner and in perfect condi­tion. If this does not happen, we have the right to charge for the resul­ting costs and not to start or inter­rupt produc­tion at our discre­tion.

b) Unless other­wise agreed, we become the owner of all for the

Tools, molds and other devices manufac­tured in manufac­tu­ring.

This also applies if the purchaser is respon­sible for the costs for the

Manufac­ture or procu­re­ment of tools, molds and devices

involved. Subsi­dies towards the produc­tion costs for tools, molds and

Devices will not be reimbursed to the customer, even then

not if it is not neces­sary to start produc­tion with the afore­men­tioned

objects come. We are allowed tools, molds and fixtures too

then use it for other produc­tion, unless expressly stated

something diffe­rent has been agreed.

c) We keep all tools, molds and devices

carefully, but are not liable for any damage to these items,

that occur despite proper treat­ment. Our reten­tion period

expires if purchased by the purchaser within 2 years of the last

No further orders will be received upon delivery.

d) The customer must reimburse the costs incurred by us as a result

arise that the tools molds and fixtures for reasons that

We are not respon­sible for wearing out prema­tu­rely or becoming defec­tive.

e) Tools and devices are expressly full costs

agreed, or tools and devices are provided by the customer

provided, the customer has this at his own expense against fire,

Water damage, theft and vanda­lism as well as natural damage

assure.

Reten­tion of title

13.

a) Owner­ship of the goods only expires upon full payment

purchase price and all other claims, inclu­ding those that arise in the future

from the business relati­onship to the buyer. As long as the buyer

He is obliged to fulfill his obliga­tions to us properly

further proces­sing in the normal course of business.

b) We are entitled to do so without setting a grace period or decla­ring withdrawal

to demand the return of the reserved goods from the buyer if he is in his

Obliga­tion is not met despite a deadline being set. In the return of goods

A withdrawal from the contract only occurs if we do so in writing

explain.

c) The buyer hereby cedes the rights arising from further proces­sing (e.g

Sale) of the reserved goods resul­ting claims against third parties

all ancil­lary rights to secure all of our claims against us

away. If the reserved goods become one together with other items

If the total price is sold, the assign­ment is limited to the pro rata amount

Amount of our invoice for the reserved goods. Will be the reserved goods

sold after proces­sing with goods from third parties, the assign­ment refers

on the part of the buyer’s claims, which is our co-owner­ship share

corre­sponds. If the buyer uses the reserved goods within the scope of a

Work (or similar) contract, he assumes the (work wage) claim

to us in the amount of the invoice value of the goods used for this purpose

away.

d) The buyer is entitled to collec­tion in the normal course of business

its claims from further proces­sing of the reserved goods

empowered. At our request, the buyer has the assign­ment of his

Notify custo­mers to make any dispo­si­tion of the claims

contain all the neces­sary infor­ma­tion about the inven­tory of the in

goods that are our property and the claims assigned to us

as well as the documents for asser­ting the assign­ments

to hand over. Access by third parties to the reserved goods and the

Assigned claims must be reported to us immedia­tely.

e) The buyer has the reserved goods suffi­ci­ently, in parti­cular against

Fire and theft, to be insured. Claims against the insurance company

Damages relating to the reserved goods are already being reported

The amount of the value of the reserved goods is assigned to us.

f) Any treat­ment or proces­sing of the reserved goods by the buyer or

A third party commis­sioned by him always takes care of this for us, without this

Obliga­tions arise from this. We are considered a manufac­turer. S.d. §

950 BGB and acquire owner­ship of the inter­me­diate and final products

at least in the amount of the invoice price of our reserved goods.

Buyers or respec­tive owners are only custo­dians for us. At the

Further proces­sing with third-party goods gives us co-owner­ship of the goods

new item in propor­tion to the invoice value of the processed goods.

The same applies to connec­tions or in accordance with Sections 947 and 948 of the German Civil Code (BGB).

Mixing of reserved goods with other goods.

g) Our reten­tion of title in accordance with the above provi­sions also remains

exist if indivi­dual claims are included in a current invoice

be recorded and the balance is drawn and recognized. If the

The value of the securi­ties available to us hereafter

the total amount of outstan­ding claims exceeds by more than 20%,

We are at the buyer’s request to release this

Obligated to provide security of your own choosing.

Prices

14.

Are prices for long-term call-off orders confirmed and

During this period there are strong price increases for preli­mi­nary products,

This can lead to subse­quent price adjus­t­ments, even if the

Prices have already been confirmed.

Payment terms

15.

a) Unless other­wise agreed, our invoices are as follows

Payable as follows: Enginee­ring services and tool repairs: 8 days in

net

Tools:

1/3 upon order confir­ma­tion

1/3 when the first failure patterns are presented

1/3 upon approval, but no later than 4 weeks after presen­ta­tion of the first failure sample within 8 days, purely net.

Parts deliveries:

with 2% cash account with cash advance payment, cash on delivery delivery,

immediate cash payment within 10 days of the invoice date; or pure

net within 30 days

b) Cash account is only granted if all payments are due

Payment obliga­tions from previous deliveries have been fulfilled and the

The invoice amount must be paid punctually by the afore­men­tioned due dates

is available to us in cash or credited to our account.

c) From the 31st day after the invoice date we are without notice of default

Even in the event of a deferral, you are entitled to interest in the amount of the respec­tive amount

Bill of exchange discount rate of the Deutsche Bundes­bank plus 4% pazu

calcu­late. Our right to claim damages due to delay,

stays untouched.

16.

The customer is respon­sible for offset­ting or withhol­ding payments

only entitled if his counter­claim is undis­puted or

is legally estab­lished.

Liabi­lity

17.

a) Claims for damages due to delay, impos­si­bi­lity of perfor­mance,

positive breach of contract, fault in conclu­ding the contract and

tort, especi­ally from the point of view of

Producer liabi­lity is excluded unless the damage is caused by

caused by inten­tional or grossly negli­gent actions. In the

The customer under­takes to provide us with the same extent from all of them

to indem­nify us against claims for damages made by third parties against us

in connec­tion with our delivery or service.

b) This liabi­lity regula­tion also applies to our verbal and verbal advice

writing and through experi­ments or in any other way; is the customer

In parti­cular, the suita­bi­lity of the goods for the purpose is not exempt from this

Check intended use. We don’t take any respon­si­bi­lity for this

Guarantee.

c) Any claims for damages are limited to the amount of the order amount.

18.

Our liabi­lity is further excluded:

a) for losses and damages caused by the purchaser’s insurance

are covered unless they are due to intent or gross negli­gence

caused by us;

b) for the direct and indirect conse­quences of other events

(e.g. opera­tional disrup­tions, accidents, war, official measures,

Economic strug­gles and work disrup­tions caused by them and

their conse­quences, riots, looting, gathe­ring of crowds

and the resul­ting defen­sive measures, sabotage, damage

by animals) provided we do this to avoid damage and loss

have demons­trably exercised the neces­sary care;

c) for damages and losses that are due to the nature of the goods

The goods delivered to the customer for the execu­tion of the order are returned

or incor­rect or incom­plete infor­ma­tion provided

Order place­ment or on the accom­panying notes or on unsui­table ones

Treat­ment instruc­tions of the purchaser.

Notifi­ca­tion of defects

19.

Complaints of any kind will only be taken into account if they

in writing within 10 days of receipt of the goods

hidden defects immedia­tely after their disco­very, at the latest

However, within 6 months of receipt of the goods, claimed

and if the purchaser returns the goods in question, provided we do so

request, be sent back to us freight prepaid. If the complaint arises

If it is found to be justi­fied, the cost of the cheapest return will be paid

our burdens.

Warranty

20.

We are liable for our deliveries and services as follows:

a) The goods are considered to be in accordance with the contract if they corre­spond to the average

The sample corre­sponds to the one provided to the purchaser before delivery

assess­ment have been sent.

b) For defects that are not insigni­fi­cant, we will, at our discre­tion, come through

repair or repla­ce­ment delivery. A trans­for­ma­tion or

A claim for a reduc­tion is only given if repairs or

Repla­ce­ment delivery cannot be made or there is a reasonable deadline for this

has not been complied with. If the repair fails or

the repla­ce­ment delivery as well as in the absence of guaran­teed proper­ties

the purchaser reduces the remune­ra­tion or at his discre­tion

Demand cancel­la­tion of the contract. Any

Claims for damages are limited in accordance with Sections 16 and 17.

c) Our infor­ma­tion on the delivery and service item

intended use etc. (e.g. dimen­sions, weights, hardness, usage values,

Mixing ratios, quality and other proper­ties) are as

to look at appro­xi­m­ately; they are descrip­tions or labels

and no guaran­teed proper­ties. The latter must come from us

be confirmed expressly and in writing. Devia­tions from patterns

or from previous deliveries, as far as techni­cally feasible,

avoided. Only signi­fi­cant devia­tions justify one

Warranty claim accor­ding to Section 19. For compli­ance with the

No guarantee can be given for specific weights and dimen­sions.

Unless other­wise agreed, we reserve the right to make any devia­tions

up or down by item up to 10%.

d) In parti­cular, there is no defect for which we are respon­sible

natural wear and tear or damage not caused by us

due to improper handling, especi­ally storage, or if

the defect is not reported to us in writing before the contract is concluded

commu­ni­cated special use of our goods.

Place of perfor­mance, place of juris­dic­tion, other agree­ments

21.

Place of perfor­mance is Ilsfeld. Place of juris­dic­tion for all claims arising from the

Business connec­tions, especi­ally from our deliveries, is Ilsfeld,

even if sales or deliveries are made by a branch

have been. This place of juris­dic­tion also applies to the dunning proce­dure

as well as for disputes about the creation and effec­ti­ve­ness of the

contrac­tual relati­onship. Regard­less of the height of the object

We have the right to sue at the local court or the regional court.

22.

It is only the law of the Federal Republic of Germany

to the exclu­sion of the Uniform Laws on Inter­na­tional Sales

movable property as well as the conclu­sion of inter­na­tional contracts

Purchase contracts for movable property.

23.

The ineffec­ti­ve­ness of indivi­dual provi­sions affects the validity

other­wise these terms and condi­tions do not apply. The contrac­ting parties

under­take to replace the invalid provi­sion with such a provi­sion

replace with the one with the contract and the terms and condi­tions

intended economic success can best be achieved.