Terms and Conditions

1. Our offers are non-binding. A contract is only concluded upon our confirmation in writing or upon delivery. The content of individual agreements is governed by the written contract or our confirmation of the contract, at least in writing.
2. We are entitled to accept or reject the buyer's order within two weeks of receipt.
3. For technical reasons, deviations of up to 10 % of the confirmed quantity are permissible.
4. Agreements on the nature of the goods shall solely arise from our product description and the use permitted by us. Public statements or product names do not effectively define the nature of the goods.

1. Delivery is ex works.
2. Delivery dates are non-binding unless we have confirmed them as binding in writing. Unless otherwise agreed, the delivery period is 2 weeks. Unless a performance period is specified, delivery periods commence upon conclusion of the contract.
3. We are entitled to deliver partial quantities of appropriate goods to a reasonable extent, unless the buyer may expect a complete delivery by the nature of the item being supplied.,
4. In the case of call-off orders, we are entitled to procure the tools and materials required for order fulfilment for the entire order and to manufacture the entire order quantity immediately. Consequently, buyer modifications cannot be taken into account unless expressly agreed.
   Unless otherwise stipulated in the supply agreement, the call-off quantity per day shall be determined by dividing the declared annual requirement by 250 working days, and the call-off quantity per week shall be determined by dividing the declared annual requirement by 50 calendar weeks, in each case based on a single-shift operation.
   The buyer may adjust their order within the industry-standard fluctuation range of +/- 10 % of the ordered quantities by means of a unilateral declaration. This quantity change must be declared to us no later than six weeks before the start of delivery.
   Significant deviations from the order quantity will only be binding if we agree to a corresponding change in quantity. We may request an adjustment to the price in this regard.

1. The conclusion of the contract is subject to the condition that the performance of the buyer's order and our acceptance of it require the conclusion of a congruent hedging transaction with a supplier, subject to the correct and timely self-delivery by the supplier, provided that the non-delivery is not our responsibility.
2. If the delivery deadline is exceeded, the buyer is not entitled to withdraw from the purchase contract or claim damages if we commit to delivering within a reasonable waiting period. The buyer is obliged to provide us with written notice of a reasonable grace period, which must be at least 2 weeks.
3. If delivery deadlines cannot be met due to circumstances for which we or our suppliers are not responsible, the delivery deadlines shall be extended appropriately in consultation with the parties. This applies in particular to disruptions of operations, transport or dispatch, to fire, water, explosion, theft, shortage of labour, energy, raw or ancillary materials, to strikes and lockouts, official orders and the like („force majeure“). The buyer shall be informed of this immediately.
4. If the duration of the hindrances due to the above-mentioned extraordinary circumstances exceeds 12 weeks, we or the buyer may withdraw from the contract, provided that the continuation of the contract is unreasonable. In the event of withdrawal, we will refund any related payment received as soon as possible.
5. We are not obligated to ensure the supply of the delivery item after the end of production, unless otherwise agreed in writing between the parties.

The risk of transport passes to the buyer upon delivery to the carrier from the factory, regardless of at whose request, at whose expense, or from which location the shipment takes place. We are only obliged to insure the transport and pay the premiums if this has been expressly agreed in writing.

1. The prices are net prices in Euros, plus the VAT applicable at the time of delivery. The buyer shall bear the costs of transport/shipping. If delivery is to be made later than eight weeks after the conclusion of the contract, we reserve the right to adjust our prices due to increased manufacturing costs (in particular, due to rising raw material prices) or shipping costs, insofar as these are to be borne by us.
2. Payment is due immediately upon delivery without deduction, unless a different payment deadline has been agreed in writing. Worsening financial circumstances of the buyer or any other threat to our claim entitle us to revoke a payment deadline.
3. Upon exceeding the agreed payment deadline, the buyer shall be in default; no separate reminder is required. In case of default, all our claims against the buyer – including those from other contracts – shall become immediately due for payment. We reserve all statutory rights in the event of default.
4. The buyer is only entitled to set off claims if the counterclaims are legally established or undisputed. The provisions of § 354a of the German Commercial Code (HGB) remain unaffected.
   The buyer is not entitled to a right of retention for payments, insofar as the counterclaim does not relate to the same contractual relationship.
5. In the case of call-off orders, if the buyer does not take delivery of the minimum quantities agreed upon in the framework supply agreement within a monthly or annual period, they are nevertheless obliged to pay for the agreed minimum quantities. Should we manage to sell to a third party, the amount payable will be reduced by our cost of goods sold.
6. Should the contract be a contract for work (supply) which the buyer can terminate according to the provisions of the contract for work without a specific reason, we are to be compensated as follows (§ 649(1) Sentence 2 BGB): The costs incurred up to the point of termination based on our project documentation plus our development costs.

Before each export shipment, an irrevocable, confirmed letter of credit is to be opened in our favour with a major international bank. Retention of title (VIII.) shall not apply in this case.

1. We reserve ownership of the goods until full settlement of all claims arising from the ongoing business relationship. This also applies to future claims and to credit balances arising from current account relationships.
2. The buyer is revocably entitled to resell the goods in the ordinary course of business. Pledging and assignment as security of the reserved goods are not permitted.
3. The buyer is obliged to treat the reserved goods with care and to insure them at their own expense against fire, water, and theft at replacement value. The buyer shall immediately notify us of any third-party access to the reserved goods or of any other impairments. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for these costs.
4. The processing of the goods by the buyer shall always be carried out in our name and on our behalf, as long as the claims arising from the ongoing business relationship have not been fully settled. In the event of processing with foreign materials, we shall acquire co-ownership in proportion to the value of the goods supplied by us relative to the other materials. The same shall apply to the mixing of goods with foreign objects.
5. If we lose ownership of the goods in accordance with the above paragraphs or due to other circumstances, or if the goods are damaged and the buyer accrues claims against a third party due to the loss or damage, the buyer hereby assigns these claims to us in the amount of our outstanding invoice; in the case of co-ownership of the goods by the buyer, the assignment shall be proportionate to our co-ownership share. The assignment shall also include current account claims of the Buyer against its customers, whereby the final invoice amounts shall be replaced by the last recognised balance, or in the event of insolvency of the contractual partner by any surplus, i.e. the causal balance. The same applies to insurance claims or claims arising from unauthorised action in the event of loss or destruction. The buyer is authorised to collect the claim after the assignment. Proceeds are to be transferred to us insofar as our claims are due in the amount realised. However, we reserve the right to collect the claim ourselves as soon as the buyer is in default of payment; the buyer is not authorised to assign these claims in order to have them collected by way of factoring, unless he irrevocably obliges the factor to effect the consideration directly to us, insofar as we still have claims.
6. We undertake to release all securities to which we are entitled to the extent that the realisable value of the goods subject to retention of title temporarily exceeds % 110% of the claims to be secured. We shall have the discretion to select the securities to be released.

1. We shall initially provide warranty at our own discretion in accordance with the statutory provisions by repair or replacement. In addition to the contractual agreements, our product description alone shall be decisive for the quality of the goods owed, but not public statements, advertising content, etc. of other manufacturers, suppliers or third parties. If items are produced and delivered according to the purchaser's designs or drawings, we only assume warranty for the design of the delivered parts in accordance with the purchaser's documents. No warranty is given for the suitability for the intended purpose assumed by the purchaser, and only an insignificant reduction in value or suitability shall not be considered for the existence of defects, and we shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect actually exists. If, however, a request by the buyer to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred as a result.
   Following a failure of rectification or replacement delivery, or a serious and final refusal to perform by us, the buyer may only demand rescission or reduction in price; in cases of minor defects, only reduction in price.
2. The warranty period is one year from delivery. Any claims for damages are subject to the limitations set out in clause X.
3. The buyer must immediately notify the seller in writing of any discernible defects in both quantity and quality upon receipt of the goods, otherwise they cannot claim any warranty in this regard. Defects that are not discernible during the initial inspection must be reported immediately upon their discovery.
4. In the event that the delivered goods are processed or worked on before the expiry of the complaint period, the buyer is excluded from any subsequent complaint regarding all identifiable defects for all parts of a single order. The approval of samples or pilot batches by the buyer excludes later complaints regarding the defective nature of the manufactured goods, provided that the delivered manufactured goods conform to the approved samples.
5. The buyer bears the full burden of proof for all prerequisites of warranty law, in particular for the defect itself, for the time of its discovery, and for the timeliness of the notice of defects.

1. We are not liable for any misuse of our goods.
   In cases of slight negligence in the breach of obligations, we shall be liable – irrespective of the legal grounds – only for the breach of essential contractual obligations and only for foreseeable, contract-typical average damages according to the nature of the goods.
2. All limitations of liability shall also apply in favour of our legal representatives, vicarious agents and persons employed to fulfil an obligation.
3. We are always liable for damages arising from injury to life, body or health in accordance with the relevant laws.
4. All claims of any kind, particularly claims for damages and reimbursement of expenses against us shall become time-barred within one year from delivery or provision of services, respectively. This shall not affect claims for damages to life, body, and health, cases of intentional or grossly negligent damage caused by us, fraudulent misrepresentation, as well as claims under the Product Liability Act. We do not assume any further product liability than is provided for under German law.

1. If we manufacture goods or provide deliveries according to formulations or patterns provided by the buyer, the buyer warrants that the manufacture and use of the delivered products and their delivery do not infringe any third-party proprietary rights and indemnifies us against third-party claims for damages. In such cases, the contractual partner shall provide us with legal assistance upon request or, at his own expense, enter into any legal disputes.
2. The exemption covers all expenses incurred by us in connection with claims by third parties.
3. The statute of limitations for the indemnification claim is two years from knowledge or grossly negligent ignorance of the circumstances giving rise to the claim.

1. We reserve all commercial protection rights and copyrights in respect of the products we distribute, previous projects and preliminary studies, sketches and documents, which have been prepared by us or are based on our data, as well as ownership of the data, documents, sketches and drawings created or similar. Documents and data protected by copyright must be kept secret in accordance with Section XIII of these terms and conditions.
2. We reserve the right to charge reasonable and customary remuneration for studies prepared on behalf of the buyer, unless orders based on these studies are placed with us within 3 months of us submitting the studies.

1. The Buyer shall not, without our written consent, either directly or indirectly through third parties, during the term of the contract to which these terms and conditions apply, and for a further two years after its termination, contact, contract with, or broker agreements with our contractors that relate to the contractually agreed items, their further development, and any successor products. “Contractors“ for the purposes of the foregoing sentence are those business partners with whom we had or have a contractual relationship in the purchasing sector for the supply of goods and services at the time of concluding this contract, or with whom we had or have a business relationship until the termination of this contract. Proof of an existing business relationship is sufficiently provided by the submission of contracts, order confirmations, or other documents such as delivery notes, invoices, delivery receipts, etc.
2. The buyer is not entitled to request information from us about our contractors and their services beyond our statutory obligations. In all cases, the buyer is obliged to maintain silence regarding any other contracting parties and business processes that become known to them.
3. In the event of any wilful breach of the foregoing agreements concerning the protection of item-specific service relationships in commercial transactions, the buyer shall be obliged to pay a contractual penalty amounting to 15 % of the net turnover achieved between the contractor and the buyer, for intentional action, excluding the context of continuation. Further claims for damages on our part shall remain unaffected.
4. If our contractors make contact within 2 years of the termination of this contract, the buyer shall inform us of this immediately. Unless we are prepared to provide the service offered by our contractors to the buyer ourselves or through third parties on market-standard terms, the buyer may conduct the business offered to them by the contractor.

We are entitled, if this is necessary for the proper execution of the order, to disclose business secrets of the buyer that have become known to us in the course of our cooperation to our contractors, provided that they are obliged to secrecy to the same extent as we are.