General terms and conditions

I. General:
The following terms and conditions are exclusively the basis of our deliveries and services to persons who, when concluding the contract, are exercising their commercial or independent professional activity; Once we have accepted the order, they also apply to all subsequent transactions as agreed. Conflicting terms and conditions are hereby rejected.

Changes and additions to contracts / offers are only made by the management. Oral agreements or declarations by other persons who are not specifically authorized to do so by the management are only effective if they are confirmed in writing by the management.

Any verbal subsidiary agreements are ineffective. General terms and conditions of the customer / client are hereby rejected.

II. Offers / placing of orders:

1. Our offers are non-binding. We are bound to the prices offered for a maximum of 2 months until the order is placed. Verbal collateral agreements do not exist. Dimensions, weights, illustrations and drawings are only binding for the execution if this is expressly confirmed in writing. Weight information and delivery dimensions are approximate and given to the best of our knowledge, but without obligation.

2. An order is only deemed to have been placed when it has been confirmed by us in writing. The order can also be confirmed by sending the delivery note or the invoice.

III. Prices

1. Unless otherwise stated in individual cases, the prices quoted by us are in euros ex works, plus statutory value added tax and excluding freight, customs, additional import duties and packaging.

2. For goods or services that are not delivered or rendered within a period of 3 months after the conclusion of the contract, we reserve the right to change our prices appropriately if, after the conclusion of the contract, cost reductions or increases, in particular due to collective agreements or Material price increases occur. We will provide evidence of this to the customer upon request.
3. If it has been agreed that the price depends on the weight of the parts, the final price results from the weight of the approved sample.

IV. Terms of payment

1. Payments are to be made free of charge to our bank account. In the case of payments by check, payment is only deemed to have been made when the check is cashed. The remuneration is due in full upon delivery or acceptance.

The purchaser is in default 30 days after the due date without further explanation, provided that he has not paid. In the event of default in payment, we are entitled to charge default interest of 8 percentage points above the respective base rate.

The assertion of further damage caused by default remains unaffected by this.

2. The customer can only offset claims that have been legally established, are undisputed or have been recognized by us.

3. If, after the conclusion of the contract, it becomes apparent that our claim to the consideration is jeopardized by the customer's inability to perform, we are entitled to refuse the performance incumbent on us. The right to refuse performance does not apply if the customer has effected the consideration or provided security for it. We can set a reasonable period for the customer, in which the customer step by step against the performance, at his option, has to effect the consideration or to provide security. After the deadline has expired without success, we can withdraw from the contract. § 3 23 BGB applies accordingly.

4. In the case of call-off orders without an agreement of duration, batch sizes and acceptance dates, we can request a binding stipulation on this at the latest after confirmation of the order. If the customer does not comply with this request within 3 weeks, we are entitled to set a 2 - week grace period and, after this period has expired, to withdraw from the contract and / or to claim damages.

5. If the purchaser does not fulfill his acceptance obligations, we are not bound by the regulations on self-help sales, without prejudice to other rights, but can rather sell the delivery item on the open market after notifying the purchaser in advance.

V. Delivery / Shipping:

1. With regard to the deadline for deliveries and services, our written order confirmation, in the most recent version, is exclusively authoritative. Compliance with the deadline presupposes the timely receipt of all documents to be supplied by the purchaser, necessary permits, releases, approval of plans, drawings, compliance with the agreed terms of payment, in particular down payments and other obligations. If these requirements are not met in time, the deadline for deliveries and services will be appropriately extended.

2. We do not assume any procurement risk. We are entitled to withdraw from the contract if we do not receive the delivery item on our part despite the prior conclusion of a corresponding purchase contract; responsibility for intent or negligence remains unaffected.

We will inform the customer immediately that the delivery item is not available on time and, if we want to withdraw, we will immediately exercise the right of withdrawal; In the event of withdrawal, we will immediately reimburse the customer for the corresponding consideration.

3. The quality specified in the order confirmation defines the properties of the delivery item comprehensively and conclusively. In particular, public statements by the supplier, the manufacturer, their assistants or third parties (e.g. presentation of product properties in public) do not contain any descriptions of the delivery item that supplement or change this service description.

4. The delivery period is extended appropriately in the event of unforeseen events that are beyond our control, including measures in the context of labor disputes, insofar as such obstacles have a significant influence on the completion or delivery of the delivery item. This also applies if the circumstances have occurred at the sub-supplier. We are also not responsible for the aforementioned circumstances if they arise during an already existing delay. The customer will be informed of the beginning and end of such events as soon as possible.

5. If the dispatch of the delivery item is delayed at the request of the customer, we can, starting 14 days after notification of readiness for delivery, calculate the actual costs arising from storage or 1 percent of the invoice amount for each commenced month. This does not affect the customer's obligation to pay the agreed price on time. As soon as the goods are ready for delivery, the purchaser bears the risk of accidental loss or loss for which we are not responsible, or accidental deterioration of the goods that we are not responsible for.

VI. Transfer of risk

1. The risk is transferred to the customer as soon as the goods are loaded on our premises or handed over to the person designated for dispatch, irrespective of any assumption of the freight costs by us. In the case of delays in dispatch for which the purchaser is responsible, the risk is transferred to the purchaser with notification of readiness for dispatch.

At the request of the customer, transport insurance will be taken out at market prices at his own expense.

2. Partial deliveries are permissible and do not entitle the customer to refuse the service, even if a single delivery has been agreed.

VII. Retention of title:

1. The delivery item remains our property until all claims to which we are entitled against the customer from the business relationship have been fulfilled. The setting of individual claims in a current invoice, as well as the drawing of the balance and its recognition do not affect the retention of title.

2. During the existence of the retention of title, the purchaser is prohibited from pledging or transferring ownership by way of security. Resale is only permitted to resellers in the ordinary course of business and only under the condition that payment of the equivalent value of the delivery item is made to the customer. The customer must also agree with his customer that the customer only becomes the owner with this payment.

The customer is permitted to process the delivery item or to mix or combine it with other items. The processing, mixing or combining (in the following processing and processed with regard to the delivery item) takes place for us; the object resulting from the processing is referred to as new goods.

The customer stores the new goods for us with the care of a prudent businessman.

In the case of processing with other objects that do not belong to the customer, we are entitled to co-ownership of the new goods in the amount that results from the ratio of the value of the processed, mixed or combined object to the value of the other processed goods at the time of processing. If the customer acquires sole ownership of the new goods, we agree with the customer that the customer grants us co-ownership of the new goods in the ratio of the value of the processed delivery item to the other processed goods at the time of processing.

3. In the event of the sale of the delivery item or the new goods, the customer hereby assigns his claim from the resale against the customer with all ancillary rights to us as a precaution, without the need for further special declarations. The assignment applies including any balance claims. However, the assignment only applies to the amount that corresponds to the price of the delivery item invoiced by us. The portion of the claim assigned to us is to be satisfied with priority.

4. If the customer connects the delivery item or the goods with real estate or moveable items, then without the need for further special declarations, he also assumes his claim, which he is entitled to as remuneration for the connection, with all ancillary rights, as a security in the amount of the relationship the value of the delivery item or the new goods to the unconnected goods at the time of connection to us.

5. Until the revocation, the customer is authorized to collect the assigned claim. The customer will immediately forward payments made on the assigned claims up to the amount of the secured claim to us. If there is an important reason, in particular in the case of default in payment, suspension of payments, application to open insolvency proceedings, protest against a bill of exchange or justified indications of overindebtedness or impending insolvency of the customer, we are entitled to revoke the customer's authority to collect. In addition, after prior warning, we can disclose the assignment by way of security within a reasonable period of time, utilize the assigned claims and demand that the purchaser disclose the assignment by way of security to the customer.

6. If a legitimate interest is substantiated, the customer must provide us with the information necessary to assert our rights against the customer, hand over the necessary documents and notify the debtors of the assignment upon our request.

7. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must notify us immediately.

8. If the realizable value of all security rights to which we are entitled exceeds the amount of all secured claims by more than 10%, we will release a corresponding part of the security rights at the request of the customer; the customer is entitled to choose between different security rights.

9. In the event of breaches of duty by the customer, in particular in the event of default in payment, we are entitled, without setting a deadline, to demand the surrender of the delivery item or the new goods and / or to withdraw from the contract; The purchaser is bound to the publishing. The request for the surrender of the delivery item / new goods does not constitute a declaration of withdrawal on our part, unless this is expressly stated.

VIII. Liability for defects and limitations of liability

1. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability. A quantity deviation of up to +/- 10% is reasonable.

2. The warranty rights of the purchaser presuppose that the purchaser has properly complied with his inspection and complaint obligations according to § 377 of the German Commercial Code (HGB).

3. We are under no circumstances obliged to make new deliveries or to produce new ones within the framework of subsequent performance. If the subsequent performance (rectification) fails, the customer has the right to reduce the price or, if a construction work is not the subject of the liability for defects, to withdraw from the contract at his option.

In any case, we have the right to choose between remedying the defect and making a new delivery (new service).

If the customer wants to demand compensation instead of performance or to carry out his own work, the subsequent improvement will only fail after the unsuccessful second attempt. The statutory cases of dispensability of setting a deadline remain unaffected.

4. We are liable in the event of willful intent and gross negligence on the part of us or a representative or vicarious agent in accordance with the statutory provisions.

In addition, we are only liable in accordance with the Product Liability Act for injury to life, limb or health or for culpable breach of essential contractual obligations.

The claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract. Even in cases of gross negligence, our liability is limited to the foreseeable damage typical of the contract if none of the exceptional cases listed in p. 2 of this paragraph apply.

Liability for damage caused by the delivery item to legal interests of the customer, e.g. damage to other items, is completely excluded. This does not apply if there is intent or gross negligence or if there is liability due to injury to life, body or health.

The provisions of paragraphs 1 and 2 above extend to compensation for damages in addition to the performance and compensation for damages instead of performance, regardless of the legal reason, in particular due to defects, the breach of obligations from the contractual relationship or from tort. They also apply to claims for reimbursement of wasted expenses. However, liability for delay is determined in accordance with section 5, liability for impossibility according to section 6. A change to the disadvantage of the customer is not associated with the above regulations.

5. We are liable in the event of a delay in performance in cases of willful intent or gross negligence on the part of us or a representative or vicarious agent or in accordance with the statutory provisions. In all cases of gross negligence, however, our liability is limited to foreseeable damage typical for the contract if none of the exceptional cases listed in sentence 5 of this provision apply.

In addition, our liability for delay in performance for compensation is limited to 5% of the value of the delivery in addition to the performance and compensation instead of the performance to 5% of the value of the delivery. Further claims by the client, even after a deadline for performance that has been set for us, are excluded.

The above limitations do not apply to liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

6. We are liable in the event of impossibility of delivery / service in cases of willful intent and gross negligence on the part of us or our representatives or vicarious agents in accordance with the statutory provisions.

In cases of gross negligence, however, our liability is limited to the foreseeable damage typical for the contract if none of the exceptional cases listed in p. 5 of this provision apply. In addition, our liability due to impossibility of damages and reimbursement of wasted expenses is limited to a total of 10% of the value of the delivery. Further claims by the customer due to the impossibility of delivery are excluded. This limitation applies insofar as there is liability in cases of willful intent, gross negligence or injury to life, limb or health. The right of the customer to withdraw from the contract remains unaffected. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

7. The limitation period for claims and rights due to a lack of delivery, regardless of the legal reason, is one year. However, this does not apply in the cases of Section 438 (1) No. 1 BGB, Section 438 (1) No. 2 BGB, Section 9 (1) BGB or Section 634a (2) BGB. The periods mentioned in the previous sentence are subject to a limitation period of 3 years.

The limitation periods according to paragraph 1 apply with the following stipulation: The limitation period according to paragraph 1 also apply to all claims for damages against us that are related to the defect - regardless of the legal basis of the claim. Insofar as there are claims for damages of any kind against us that are not related to a defect, the limitation period of Paragraph 1 S. 1 applies to them.

The limitation periods according to Paragraphs 1 and 2 apply with the following stipulation:

a) The limitation periods generally do not apply in the event of willful intent or fraudulent concealment of a defect, or if we have given a guarantee for the quality of the delivery item.

b) The limitation periods also do not apply to claims for damages in cases of injury to life, limb or health or freedom, in the case of claims under the Product Liability Act, in the event of a grossly negligent breach of duty or in the case of a breach of essential contractual obligations.

The limitation period begins for all claims with the delivery, with work services with the acceptance. Unless expressly stipulated otherwise, the statutory provisions on the start of the statute of limitations, the suspension of the expiry, the suspension and the restart of deadlines remain unaffected.

A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

IX. Tools

1. The price for parts also includes the costs for a one - off sampling, but not the costs for testing and processing devices as well as for changes made by the customer. Costs for further deliberate threats for which the customer is responsible are borne by the customer.

2. Unless otherwise agreed, we are and remain the owner of the tools manufactured for the customer by ourselves or a third party commissioned by the customer. Tools are only used for orders placed by the customer as long as the customer meets his payment and duty obligations. We are only obliged to replace these tools free of charge if they are required to meet the output volume assured to the customer. Our storage obligation expires 2 years after the last delivery of parts from the tool and prior notification of the customer.

3. If the purchaser is to become the owner of the tools as agreed, ownership shall pass to him after the purchase price has been paid in full. The handover of the tools to the customer is replaced by the storage of the tools by us for the customer. Irrespective of the purchaser's legal right to return and the service life of the tools, we are entitled to exclusive ownership until the contract is terminated. We must mark the tools as third-party property and insure them at the request of the customer at his expense.

4. In the case of the customer's own tools in accordance with Paragraph 3 and / or tools made available on loan by the customer, our liability with regard to storage and care is limited to the same care as in our own affairs. The customer bears the costs for maintenance and insurance. Our obligations expire if the customer does not collect the tools within a reasonable period of time after the order has been completed and the corresponding request has been made. As long as the customer has not fully complied with his contractual obligations, we are in any case entitled to a right of retention from the tools.

X. Material orders

1. If materials are supplied by the customer, they are to be delivered on time and in perfect condition at his own risk and expense, with an appropriate amount of at least 5% added.

2. If these requirements are not met, the delivery time will be extended appropriately. If the customer does not meet his obligation to provide materials in good time, the customer bears the additional costs for the interruption in production.

XI. Industrial property rights and legal defects

1. If we have to manufacture and deliver according to drawings, models, samples or using parts provided by the customer, the customer is responsible for ensuring that third party property rights in the country of destination of the goods are not violated as a result. The customer will inform us of any property rights known to him. The customer has to exempt us from third party claims and to pay compensation for the damage incurred. If we are prohibited from manufacturing or delivering by a third party with reference to a property right belonging to it, we are entitled to stop the work of the third party until the legal situation has been clarified by the customer. If, due to the delay, the continuation of the order is no longer reasonable, we are entitled to withdraw.

2. We will send back drawings and samples provided to us at the request of the customer, provided that they have not become the subject of contractual relationships. Otherwise we are entitled to destroy any drawings and samples 3 months after submitting our offer. This obligation applies accordingly to the customer. The person entitled to destruction must inform the contractual partner in good time of his intention to destroy.

3. We are entitled to the copyrights and, if applicable, industrial property rights, in particular all rights of use and exploitation of the models, forms, devices, drafts and drawings created by us or by a third party on our behalf.

XII. Place of performance, place of jurisdiction, choice of law

1. The place of fulfillment for all services from this contract is 73447 Oberkochen, whereby Oberkochen is also the place of fulfillment for payments insofar as the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

2. The sole place of jurisdiction is, if the customer is an entrepreneur within the meaning of §§ 14 BGB, for all disputes arising from the contractual relationship, the seat of our company in 73447 Oberkochen.

3. German law applies exclusively to all legal relationships between us and the customer without the referral rights of international private law and to the exclusion of the UN sales law.