Terms of Sale, Delivery and Payment

1. Formation of Contract

1.1. For orders received by us, we may accept the offers contained in them within a period of four weeks by sending an order confirmation and/or delivering the goods. Acceptance is exclusively subject to our Terms of Sale, Delivery and Payment, which also form the basis of all future business relationships.

1.2. We expressly reject any purchasing conditions of the purchaser that differ from our Terms of Sale, Delivery and Payment. This rejection also applies where the purchaser has prescribed a particular form for such rejection. If the purchaser's purchasing conditions exclude objections, the statutory provisions apply.

1.3. The contract is governed exclusively by the law of the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Movable Goods is excluded.

2. Prices

2.1. Prices are ex works and exclude the costs of packaging, loading and the applicable value added tax.

2.2. In commercial transactions, a subsequent reduction in the order quantity or in the quantity of an agreed partial delivery, or an extension of agreed call-offs, entitles us to adjust unit prices appropriately.

2.3. In commercial transactions, we are entitled to adjust prices if wage and salary costs and/or material and/or energy costs increase between the conclusion of the contract and the agreed delivery date. The adjustment corresponds to the respective increases, taking their share of costs into account.

2.4. In non-commercial transactions, a subsequent change in quantity, order volume or reduction in agreed call-offs constitutes a new offer, which we expressly reserve the right to accept and which neither supersedes nor modifies the existing agreements.

3. Payment

3.1. The agreed price must be paid in cash, without any deduction, within 10 days of invoicing.

3.2. If the payment deadline is exceeded, we are entitled to charge default interest, calculated at 5% above the applicable base interest rate.

3.3. Bills of exchange and cheques are accepted only on account of payment. They do not constitute cash payment. Discount charges are borne by the purchaser. The same applies to our own or third-party acceptances.

3.4. Withholding payments or setting off claims of the purchaser disputed by us is not permitted. This does not apply to claims established by a final judgment or undisputed claims.

4. Transfer of Risk

4.1. The place of performance and fulfilment is the company's registered office. Risk passes to the purchaser no later than when the supplied parts are made ready for dispatch, including where partial deliveries are made.

4.2. We are entitled to make partial performances and partial deliveries to a reasonable extent.

5. Overdeliveries and Underdeliveries

5.1. In commercial transactions, overdeliveries and underdeliveries of up to 10% of the order quantity are deemed performance in accordance with the contract.

5.2. For contracts involving continuous deliveries, call-offs and the associated delivery dates must be communicated to us when the order is placed. However, we are entitled to manufacture the entire order quantity at our discretion unless expressly agreed otherwise. Subsequent requests by the purchaser to change the ordered goods can be considered only if we have not yet manufactured them.

5.3. Where delivery is to take place on call-off, call-offs must be made no later than six months after order confirmation unless otherwise agreed in writing. Once the call-off period has expired, we are entitled to deliver without a call-off and assert our claim. The contracting party is obliged to accept and pay for the goods.

5.4. Unless otherwise agreed, tools and fixtures do not become the property of our contracting party, even where their full costs have been charged.

6. Delivery Period

6.1. The agreed delivery period starts when the order confirmation is sent, but not before all technical issues have been finally clarified and the documents, permits and approvals to be provided by the purchaser have been supplied. These include, in particular, all technical ordering documents, including all required drawings bearing the drawing revision indices valid on the order date.

6.2. Where a delivery period is specified by the calendar, it is extended if technical issues have not been clarified within 14 days of conclusion of the contract or if the documents to be provided by the purchaser have not reached us within that period.

6.3. In the above cases, the delivery period is extended by the time elapsed between the contractually specified date for performing the relevant actions and their actual performance.

6.4. We are also entitled to withdraw from the contract after issuing a reminder to perform the above actions. In that event, we may claim from the purchaser the expenses already incurred and the lost profit.

6.5. The subject matter of the contract is the parts in the form and design specified by the technical information available to us when the order is placed, in accordance with clause 6.1.

7. Deterioration in Financial Circumstances

7.1. If the purchaser's financial circumstances deteriorate materially after conclusion of the contract, or such deterioration becomes known only afterwards, we have the right to refuse performance and require the purchaser to eliminate any threat to the purpose of the contract by providing adequate security. The right to terminate under section 313 BGB remains unaffected.

7.2. If the purchaser does not comply with the request for security within a reasonable period, we are entitled to withdraw from the contract and claim damages.

7.3. In the case of partial deliveries, we are entitled to refrain from delivering further quantities if the agreed payments for partial deliveries already made, including any default interest and legal enforcement costs, have not yet been settled, and to terminate under section 313 BGB.

8. Retention of Title

8.1. The goods remain the seller's property until all claims, including ancillary claims, claims for damages and the honouring of cheques and bills of exchange, have been paid in full.

8.2. Retention of title continues even where individual claims of the seller have been included in a current account and the balance has been determined and acknowledged.

8.3. If the buyer processes goods subject to retention of title into a new movable item, processing is carried out for the seller without imposing any obligation on the seller. The new item becomes the seller's property. Where the goods are processed, mixed or combined with goods not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the invoice value of its goods subject to retention of title relative to the total value.

8.4. The buyer is entitled to resell, further process or install goods subject to retention of title only subject to the following provisions and only on condition that the claims referred to in clause 6 actually pass to the seller.

8.5. The buyer's authority to sell, process or install goods subject to retention of title in the ordinary course of business ends when revoked by the seller because of a sustained deterioration in the buyer's financial position, and in any event no later than when the buyer suspends payments or insolvency proceedings over its assets are applied for or opened.

8.6.1. The buyer hereby assigns to the seller the claim arising from resale of goods subject to retention of title, together with all ancillary rights, including any balance claims.

8.6.2. Where goods have been processed, mixed or combined and the seller has acquired co-ownership corresponding to its invoice value, the seller is entitled to the purchase price claim in proportion to the value of its rights in the goods. If the buyer installs goods subject to retention of title in land or a building, the buyer hereby assigns the resulting claim for remuneration or from resale of the land or building, up to the invoice value of the goods subject to retention of title, together with all ancillary rights, including the right to obtain a security mortgage ranking ahead of the remainder.

8.6.3. If the buyer has sold the claim under genuine factoring, the seller's claim becomes due immediately. The buyer assigns to the seller the replacement claim against the factor and promptly forwards the sale proceeds to the seller. The seller accepts the assignment.

8.7. The buyer is authorised to collect the assigned claims for as long as it fulfils its payment obligations. Collection authority ends upon revocation and, in any event, no later than when the buyer defaults on payment or its financial circumstances deteriorate materially.

8.8. If the value of the security held by the seller exceeds all its claims by more than 20%, the seller must, at the request of the buyer or a third party adversely affected by the excess security, release security of its choice to that extent.

8.9. Pledging or transferring as security goods subject to retention of title or the assigned claims is not permitted. The seller must be notified immediately of attachments, stating the name of the attaching creditor.

8.10. If the seller repossesses the supplied goods on the basis of retention of title, this constitutes withdrawal from the contract only if the seller expressly declares it. The seller may satisfy its claims through a private sale of the repossessed goods subject to retention of title.

8.11. The buyer stores goods subject to retention of title for the seller free of charge. The buyer must insure them against customary risks, such as fire, theft and water damage, to the customary extent.

8.12. All claims and rights arising from retention of title in all the special forms set out in these terms remain in force until the seller has been fully released from contingent liabilities entered into in the buyer's interest.

9. Specifications

9.1. Where the drawings available at conclusion of the contract contain no information regarding surface finish, dimensional accuracy and similar matters, the provisions of DIN EN ISO 4759-1, DIN 267-2 and DIN ISO 2768-1, medium, apply.

9.2. In commercial transactions, the following AQL values are deemed agreed for acceptance and inspection of deliveries or partial deliveries by the purchaser (sampling inspection under DIN ISO 2859-1):

*) The acceptable quality limit for inspection for defective items applies to 2 major defects and up to 5 minor defects. Each packaging unit, such as a bag or carton, must be inspected separately by the purchaser in accordance with the above plan.

10. Liability for Defects

10.1. Complaints concerning obvious defects must be made within 14 days of delivery.

10.2. In commercial transactions, internal defects that become apparent only during processing or after use are recognised only within 6 months of receipt of the delivery.

10.3. In the event of a defective delivery, we have the right to repair or replace the goods.

10.4. If we cannot provide subsequent performance, if subsequent performance does not achieve an appropriate result, or if we do not comply with a request for subsequent performance within a reasonable period, the purchaser may withdraw from the contract, return the goods at our risk and obtain replacement supplies elsewhere.

10.5. If the purchaser withdraws from the contract after subsequent performance has failed, damages are limited to the difference between the contract price and the value of the defective goods insofar as the purchaser retains them. Except in cases of fraudulent concealment, no further damages are paid in respect of defects.

10.6. For claims for damages, liability is limited to damage caused intentionally or through gross negligence and to damage arising from injury to life, limb or health resulting from a negligent breach of duty. No guarantees are given.

11. Intellectual Property Rights

11.1. The purchaser undertakes, on its own initiative, to examine whether placing the order may infringe industrial property rights and, where applicable, to inform us that the ordered parts are effectively protected by such rights. The purchaser assumes all liability for claims asserted against us by a rights holder on this basis in the performance of the order.

12. Jurisdiction

12.1. In commercial transactions, the location of our company is agreed as the place of jurisdiction.

12.2. We reserve the right also to assert claims against the purchaser at its general place of jurisdiction.

12.3. The place of performance for both parties is our company's registered office.