General Terms and Conditions

A General

1. We supply goods solely in accordance with our terms and conditions of sale set out below, even where, in the course of ongoing business relationships, no explicit reference is subsequently made to them. Any conflicting terms and conditions of the customer shall not apply to us. Silence in response to order confirmations that refer to the customer’s differing terms and conditions shall not be deemed to constitute consent. By accepting our delivery, the customer irrevocably agrees to the exclusive applicability of our terms and conditions of sale.
2. All quotations issued by us are subject to change. Orders shall only be deemed accepted once they have been confirmed by us in writing. Our order confirmation shall be decisive for the content of the contract unless we receive a written objection within 14 days of the date of our order confirmation.
3. Where Incoterms are agreed in international transactions, the definitions laid down and published by the International Chamber of Commerce in Paris at the time the contract is concluded shall apply.

B Prices and Payments

1. Our prices are quoted ex works, including loading and packaging. For domestic transactions, value added tax at the applicable statutory rate shall be added to the agreed prices.
2. Unless otherwise stated in an order confirmation, our invoices are payable net within 30 days. The invoice date shall be decisive. Our invoices are issued on the date of delivery or the date on which the goods are made available.
3. Should we become aware of circumstances that call into question the customer’s creditworthiness, all our claims shall become due for payment immediately. In this case, we shall be entitled to demand cash payment in return for the surrender of any accepted bills of exchange, irrespective of their term. Our rights under Section 321 of the German Civil Code (BGB) remain unaffected.
4. The purchaser is not entitled to assert a right of retention against our claims or to set off counter-claims, unless these have been expressly recognised by us or have been established by a final and binding court judgement.

C Delivery, Transfer of Risk and Acceptance

1. Dispatch is always at the customer’s risk, even if we bear the costs. Deliveries are insured against transport damage only at the customer’s express request and at their expense.
2. Risk passes to the purchaser as soon as the goods leave our works, even in the case of partial deliveries. In the event of collection by the customer, risk passes as soon as we notify the customer that the goods are ready for dispatch.
3. Delivered goods must be accepted by the customer, even if they have minor defects, without prejudice to their rights under Section F of these Terms and Conditions of Sale.

D Delivery time

1. Binding dates for deliveries or services (delivery dates) must be expressly agreed as such in writing. An agreed period for deliveries or services (delivery period) shall not commence until our order confirmation has been received by the customer, but not before the customer has provided the drawings, templates, dimensional specifications, etc., as well as any parts to be supplied by the customer. Any changes or extensions to the original scope of the order agreed after the contract has been concluded shall extend or postpone the original delivery periods or dates accordingly.
2. The delivery period shall be deemed to have been met if, by the time it expires, the goods have left our works or notification has been given that they are ready for dispatch. Partial deliveries are permitted. Two weeks after a non-binding delivery date or a non-binding delivery period has been exceeded, the customer may request us in writing to deliver within a reasonable period. Upon receipt of this reminder, we shall be in default. Should we be in default, the customer is obliged to set us a reasonable grace period in writing. Upon the fruitless expiry of the grace period, the customer is entitled to withdraw from the contract.
3. Disruptions to delivery and performance due to force majeure or as a result of industrial action, official intervention, operational disruptions, difficulties in procuring materials or securing energy supplies, or other unforeseeable, exceptional circumstances for which we are not at fault – regardless of whether these circumstances arise within our company or at our subcontractors – shall extend the delivery period by the duration of the hindrance. This does not apply to cases in which we have undertaken a commitment to a specific delivery date despite the foreseeability of these circumstances, or have failed to take possible and reasonable measures to prevent or avert the disruption to performance, or in which the hindrance is attributable to us. In accordance with the aforementioned provisions, we shall not be held responsible for the circumstances mentioned even if they occur whilst we are already in default. We may only invoke these provisions if we notify the customer without delay of the occurrence and the expected duration of such disruptions.
4. If the customer suffers loss as a result of a delay for which we are responsible, they shall be entitled to compensation. The amount of compensation is limited to 1 per cent for each full week of delay – with partial days counted as whole days – up to a maximum of 10 per cent of the contract value. This does not affect our liability under Section G, Clauses 2 and 3 of these Terms and Conditions of Sale.

E Retention of Title

1. The goods delivered shall remain our property (goods subject to retention of title) until all our claims arising from the business relationship with the customer have been settled in full, even if individual items have already been paid for. In the case of an open account, the retention of title shall serve as security for our claim for the outstanding balance.
2. Until title has passed, the customer must insure the goods against theft, breakage, fire, water damage and other damage. The customer hereby assigns to us all rights arising from the insurance contracts and any claims against the insurers. We accept this assignment.
3. The customer may neither pledge the goods subject to retention of title nor assign them as security. In the event of attachment, seizure or any other disposal, the customer must notify us immediately.
4. If the customer is in default, in whole or in part, of a payment deadline or the honouring of due bills of exchange or cheques, or if the customer otherwise breaches the contract, we shall be entitled to reclaim the goods subject to retention of title following a formal notice. This shall also apply if the customer is over-indebted or has suspended payments, if an application is made to open insolvency proceedings in respect of their assets, or if there is any other material deterioration in their financial circumstances. The assertion of the retention of title and any attachment of the goods delivered by us shall not be deemed a withdrawal from the contract.
5. If our customer is engaged in the commercial resale of the goods supplied, they are entitled to resell the goods in the ordinary course of business on their normal terms, provided they are not in default of payment. In the event of resale, the claim arising from the relevant legal transaction is hereby assigned to us in the amount of our invoice value. We hereby accept the declaration of assignment. The customer remains authorised to collect these claims even after the assignment, subject to our right to revoke this authorisation at any time. Our authority to collect the claims ourselves remains unaffected by this; however, we undertake not to collect the claims as long as the customer duly meets their payment obligations. We may at any time require the customer to disclose to us the assigned claims and their debtors, to provide all information necessary for collection, to hand over the relevant documents and to notify the debtors of the assignment.
6. If goods subject to retention of title are resold by the customer together with other goods that do not belong to us, the customer’s claim against the purchaser is hereby assigned to us in the amount of the delivery price agreed between us and the customer. Any processing or transformation of the goods subject to retention of title shall always be carried out on our behalf, without this giving rise to any obligation on our part. In the event of further processing or combination with items supplied by third parties, we shall retain co-ownership of the new item in proportion to the value of the goods supplied by us in relation to the new item.
7. We undertake to release the security to which we are entitled to the extent that its value exceeds the claims to be secured by more than 20 per cent.

F Warranty and Notice of Defects

1. The customer must carefully inspect the goods delivered immediately upon receipt and notify us in writing of any complaints regarding defects. Any damage apparent on delivery must be certified by the delivery person.
2. In the event of a defective delivery or service, the customer is entitled, at our discretion, to rectification or a replacement delivery free of charge (subsequent performance). Should rectification or replacement also fail, the customer may, at their discretion, demand a reduction in the purchase price (price reduction) or withdraw from the contract. Withdrawal is excluded if the defect only insignificantly reduces the value or suitability of the goods.
3. Rectification is generally deemed to have failed after the second unsuccessful attempt at rectification.
4. If we are in default with the repair or replacement, the customer may assert the same rights following the fruitless expiry of a grace period set in writing. Section 440 of the German Civil Code (BGB) and our liability under Section G, clauses 2 and 3 of these Terms and Conditions of Sale remain unaffected.
5. A guarantee as to the quality of the goods sold within the meaning of Section 443 of the German Civil Code (BGB) must be expressly given by us in writing, unless the sale involves consumer goods.
6. The warranty period is one year from delivery of the goods.
7. The customer’s rights under Sections 478 and 479 of the German Civil Code (BGB) (recourse against the supplier in the case of a sale of consumer goods) remain unaffected.

G Liability

1. Claims for damages arising from any breach of duty under the contractual relationship or from a tort are excluded – in particular with regard to consequential damages, including loss of profit.
2. This shall not affect our liability for damage resulting from loss of life, bodily injury or damage to health; for claims under the Product Liability Act; for guarantees (excluding consequential damage arising from defects not covered by the guarantee); and for all foreseeable damage for which we are liable due to wilful misconduct or gross negligence. We shall be liable for damage to property resulting from ordinary negligence to the extent that we are able to obtain cover under our existing liability insurance.
3. We shall also be liable for the culpable breach of material contractual obligations within the meaning of Section 307(2), second sentence, of the German Civil Code (BGB) in cases of simple negligence; however, such liability shall be limited to the foreseeable, typically occurring damage and shall not exceed the sum insured under our liability insurance, subject to a minimum of EUR 50,000.00.

H Place of performance, place of jurisdiction and applicable law

1. The exclusive place of performance for both parties to the contract is our registered office at 72116 Mössingen. Insofar as our customers are registered traders within the meaning of the German Commercial Code (Handelsgesetzbuch), Tübingen is agreed as the place of jurisdiction. However, we are also entitled to bring claims before any other court having jurisdiction under the law.
2. Legal relationships with our customers are governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

I Burden of proof, written form, invalidity clause

1. These terms and conditions of sale do not affect any rules on the burden of proof that favour the customer.
2. Any ancillary agreements made before or at the time of concluding the contract, as well as any subsequent amendments to these terms and conditions of sale or other contractual agreements, must be in writing.
3. Should any individual provisions of these Terms and Conditions of Sale be rendered invalid by law or by an individual contract, this shall not affect the validity of the remaining provisions.